METROPOLITAN SERIES FUND
SUB-ITEM 77Q1 EXHIBITS
In response to Sub-Item 77Q1(e), the following Advisory and Sub-Advisory
Agreements were either adopted or amended, and such agreements are attached
herewith as follows:
ADVISORY AGREEMENTS
---------------------
PORTFOLIOS:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ International Stock Portfolio Exhibit 77Q1(e)(01)
Barclays Capital Aggregate Bond Index Portfolio Exhibit 77Q1(e)(02)
BlackRock Aggressive Growth Portfolio Exhibit 77Q1(e)(03)
BlackRock Bond Income Portfolio Exhibit 77Q1(e)(04)
BlackRock Diversified Portfolio Exhibit 77Q1(e)(05)
BlackRock Large Cap Value Portfolio Exhibit 77Q1(e)(06)
BlackRock Legacy Large Cap Growth Portfolio Exhibit 77Q1(e)(07)
BlackRock Money Market Portfolio Exhibit 77Q1(e)(08)
▇▇▇▇▇ Venture Value Portfolio Exhibit 77Q1(e)(09)
FI Value Leaders Portfolio Exhibit 77Q1(e)(10)
▇▇▇▇▇▇▇▇ Growth Portfolio Exhibit 77Q1(e)(11)
▇▇▇▇▇▇ ▇▇▇▇▇▇ Small Cap Core Portfolio Exhibit 77Q1(e)(12)
▇▇▇▇▇▇ ▇▇▇▇▇▇ Small Cap Growth Portfolio Exhibit 77Q1(e)(13)
Met/Artisan Mid Cap Value Portfolio Exhibit 77Q1(e)(14)
Met/Dimensional International Small Company Portfolio Exhibit 77Q1(e)(15)
MetLife Conservative Allocation Portfolio Exhibit 77Q1(e)(16)
MetLife Conservative to Moderate Allocation Portfolio Exhibit 77Q1(e)(17)
MetLife Mid Cap Stock Index Portfolio Exhibit 77Q1(e)(18)
MetLife Moderate Allocation Portfolio Exhibit 77Q1(e)(19)
MetLife Moderate to Aggressive Allocation Portfolio Exhibit 77Q1(e)(20)
MetLife Stock Index Portfolio Exhibit 77Q1(e)(21)
MFS Total Return Portfolio Exhibit 77Q1(e)(22)
MFS Value Portfolio Exhibit 77Q1(e)(23)
MSCI EAFE Index Portfolio Exhibit 77Q1(e)(24)
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Genesis Portfolio Exhibit 77Q1(e)(25)
▇▇▇▇▇▇▇▇▇▇▇ Global Equity Portfolio Exhibit 77Q1(e)(26)
▇▇▇▇▇▇▇ 2000 Index Portfolio Exhibit 77Q1(e)(27)
▇. ▇▇▇▇ Price Large Cap Growth Portfolio Exhibit 77Q1(e)(28)
▇. ▇▇▇▇ Price Small Cap Growth Portfolio Exhibit 77Q1(e)(29)
▇▇▇ ▇▇▇ Global Natural Resources Portfolio Exhibit 77Q1(e)(30)
Western Asset Management Strategic Bond Opportunities Portfolio Exhibit 77Q1(e)(31)
SUB-ADVISORY AGREEMENTS
------------------------
PORTFOLIOS:
Western Asset Management U.S. Government Portfolio Exhibit 77Q1(e)(32)
Zenith Equity Portfolio Exhibit 77Q1(e)(33)
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ International Stock Portfolio Exhibit 77Q1(e)(34)
▇▇▇▇▇▇▇▇ Growth Portfolio Exhibit 77Q1(e)(35)
Lord ▇▇▇▇▇▇ Mid Cap Value Portfolio Exhibit 77Q1(e)(36)
Met/Dimensional International Small Company Portfolio Exhibit 77Q1(e)(37)
MFS Value Portfolio Exhibit 77Q1(e)(38)
Western Asset Management Strategic Bond Opportunities Portfolio Exhibit 77Q1(e)(39)
Western Asset Management U.S. Government Portfolio Exhibit 77Q1(e)(40)
Exhibit 77Q1(e)(01)
METROPOLITAN SERIES FUND
AMENDED AND RESTATED ADVISORY AGREEMENT
(▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ INTERNATIONAL STOCK PORTFOLIO (F/K/A ARTIO INTERNATIONAL STOCK
PORTFOLIO))
AMENDED AND RESTATED AGREEMENT made this 30th day of April, 2012 by and between
METROPOLITAN SERIES FUND, a Delaware trust (the "Fund"), with respect to its
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ INTERNATIONAL STOCK PORTFOLIO (f/k/a Artio International Stock
Portoflio) (the "Portfolio"), and METLIFE ADVISERS, LLC, a Delaware limited
liability company (the "Manager").
WITNESSETH:
WHEREAS, the Fund and the Manager previously entered into an agreement (the
"Original Agreement") on behalf of its ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ International Stock
Portfolio (f/k/a Artio International Stock Portfolio) setting forth the terms
upon which the Manager (or certain other parties acting pursuant to delegation
from the Manager) would perform certain services for the Portfolio;
WHEREAS, the Fund and the Manager wish to amend and restate the Original
Agreement to modify the services the Manager will perform for the Portfolio;
NOW THEREFORE, in consideration of the premises and covenants hereinafter
contained, the parties agree as follows:
1. (a) The Fund hereby employs the Manager to furnish the Fund with
Portfolio Management Services (as defined in Section 2 hereof) and Other
Services (as defined in Section 3 hereof), subject to the authority of the
Manager to delegate any or all of its responsibilities hereunder to other
parties as provided in Sections 1(b) and (c) hereof. The Manager hereby accepts
such employment and agrees, at its own expense, to furnish such services (either
directly or pursuant to delegation to other parties as permitted by Sections
1(b) and (c) hereof) and to assume the obligations herein set forth, for the
compensation herein provided. The Manager shall, unless otherwise expressly
provided or authorized, have no authority to act for or represent the Fund in
any way or otherwise be deemed an agent of the Fund.
(b) The Manager may delegate any or all of its responsibilities
hereunder with respect to the provision of Portfolio Management Services
(and assumption of related expenses) to one or more other parties (each
such party, a "Sub-Adviser"), pursuant in each case to a written agreement
with such Sub-Adviser that meets the requirements of Section 15 of the
Investment Company Act of 1940 and the rules thereunder (the "1940 Act")
applicable to contracts for service as investment adviser of a registered
investment company (including without limitation the requirements for
approval by the directors of the Fund and the shareholders of the
Portfolio), subject, however, to such exemptions as may be granted by the
Securities and Exchange Commission. Any Sub-Adviser may (but
need not) be affiliated with the Manager. If different Sub-Advisers
are engaged to provide Portfolio Management Services with respect to
different segments of the Portfolio, the Manager shall determine, in the
manner described in the prospectus of the Portfolio from time to time in
effect, what portion of the assets belonging to the Portfolio shall be
managed by each Sub-Adviser.
(c) The Manager may delegate any or all of its responsibilities
hereunder with respect to the provision of Other Services to one or more
other parties (each such party, a "Delegatee") selected by the Manager. Any
Delegatee may (but need not) be affiliated with the Manager.
2. As used in this Agreement, "Portfolio Management Services" means
management of the investment and reinvestment of the assets belonging to the
Portfolio, consisting specifically of the following:
(a) obtaining and evaluating such economic, statistical and financial
data and information and undertaking such additional investment research as
shall be necessary or advisable for the management of the investment and
reinvestment of the assets belonging to the Portfolio in accordance with
the Portfolio's investment objectives and policies;
(b) taking such steps as are necessary to implement the investment
policies of the Portfolio by purchasing and selling of securities,
including the placing of orders for such purchase and sale; and
(c) regularly reporting to the Board of Directors of the Fund with
respect to the implementation of the investment policies of the Portfolio.
3. As used in this Agreement, "Other Services" means the provision to
the Fund, by or at the expense of the Manager, of the following:
(a) office space in such place or places as may be agreed upon from
time to time by the Fund and the Manager, and all necessary office
supplies, facilities and equipment;
(b) necessary executive and other personnel for managing and
overseeing the affairs of the Portfolio, including personnel to perform
clerical, bookkeeping, accounting, stenographic and other office functions
(exclusive of those related to and to be performed under contract for
administration, accounting, custodial, transfer, dividend and plan agency
services by the entity or entities selected to perform such services);
(c) compensation, if any, of directors of the Fund who are directors,
officers or employees of the Manager, any Sub-Adviser or any Delegatee or
of any affiliated person (other than a registered investment company) of
the Manager, any Sub-Adviser or any Delegatee;
(d) all services, other than services of counsel, required in
connection with the preparation of registration statements and
prospectuses, including amendments and revisions thereto;
(e) supervision and oversight of the Portfolio Management Services
provided by each Sub-Adviser and Other Services provided by any Delegatee;
and
(f) oversight of all matters relating to compliance by the Fund with
applicable laws and with the Fund's investment policies, restrictions and
guidelines.
4. Nothing in section 3 hereof shall require the Manager to bear, or to
reimburse the Fund for:
(a) any of the costs of printing and mailing the items referred to in
sub-section (d) of this section 3;
(b) any of the costs of preparing, printing and distributing sales
literature;
(c) compensation of directors of the Fund who are not directors,
officers or employees of the Manager, any Sub-Adviser or any Delegatee or
of any affiliated person (other than a registered investment company) of
the Manager, any Sub-Adviser or any Delegatee;
(d) registration, filing and other fees in connection with
requirements of regulatory authorities;
(e) the charges and expenses of any entity appointed by the Fund for
administration, accounting, custodial, paying agent, shareholder servicing
and plan agent services;
(f) charges and expenses of independent accountants retained by the
Fund;
(g) charges and expenses of any transfer agents and registrars
appointed by the Fund;
(h) brokers' commissions and issue and transfer taxes chargeable to
the Fund in connection with securities transactions to which the Fund is a
party;
(i) taxes and fees payable by the Fund to federal, state or other
governmental agencies;
(j) any cost of certificates representing shares of the Fund;
(k) legal fees and expenses in connection with the affairs of the Fund
including registering and qualifying its shares with Federal and State
regulatory authorities;
(l) expenses of meetings of shareholders and directors of the Fund;
and
(m) interest, including interest on borrowings by the Fund.
5. All activities undertaken by the Manager or any Sub-Adviser or
Delegatee pursuant to this Agreement shall at all times be subject to the
supervision and control of the Board of Directors of the Fund, any duly
constituted committee thereof or any officer of the Fund acting pursuant to like
authority.
6. The services to be provided by the Manager and any Sub-Adviser or
Delegatee hereunder are not to be deemed exclusive and the Manager and any
Sub-Adviser or Delegatee shall be free to render similar services to others, so
long as its services hereunder are not impaired thereby.
7. As full compensation for all services rendered, facilities furnished
and expenses borne by the Manager hereunder, the Fund shall pay the Manager
compensation at the annual rate of 0.86% of the first $500 million of the
average daily net assets of the Portfolio, 0.80% of the next $500 million of the
average daily net assets of the Portfolio and 0.75% of the excess over $1
billion of the average daily net assets of the Portfolio. Such compensation
shall be payable monthly in arrears or at such other intervals, not less
frequently than quarterly, as the Board of Directors of the Fund may from time
to time determine and specify in writing to the Manager. The Manager hereby
acknowledges that the Fund's obligation to pay such compensation is binding only
on the assets and property belonging to the Portfolio.
8. Reserved.
9. It is understood that any of the shareholders, directors, officers,
employees and agents of the Fund may be a shareholder, director, officer,
employee or agent of, or be otherwise interested in, the Manager, any affiliated
person of the Manager, any organization in which the Manager may have an
interest or any organization which may have an interest in the Manager; that the
Manager, any such affiliated person or any such organization may have an
interest in the Fund; and that the existence of any such dual interest shall not
affect the validity hereof or of any transactions hereunder except as otherwise
provided in the articles of incorporation of the Fund, the limited liability
company agreement of the Manager or specific provisions of applicable law.
10. This Agreement shall become effective as of the date of its
execution, and
(a) unless otherwise terminated, this Agreement shall continue in
effect for a period of one year, and from year to year thereafter so long
as such continuance is specifically approved at least annually (i) by the
Board of Directors of the Fund or by vote of a majority of the outstanding
voting securities of the Portfolio, and (ii) by vote of a majority of the
directors of the Fund who are not interested persons of the Fund or the
Manager, cast in person at a meeting called for the purpose of voting on,
such approval;
(b) this Agreement may at any time be terminated on sixty days'
written notice to the Manager either by vote of the Board of Directors of
the Fund or by vote of a majority of the outstanding voting securities of
the Portfolio;
(c) this Agreement shall automatically terminate in the event of its
assignment; and
(d) this Agreement may be terminated by the Manager on ninety days'
written notice to the Fund.
Termination of this Agreement pursuant to this section 10 shall be without
the payment of any penalty.
11. This Agreement may be amended at any time by mutual consent of the
parties, provided that, if required by law (as may be modified by any exemptions
received by the Manager), such consent on the part of the Fund shall have been
approved by vote of a majority of the outstanding voting securities of the
Portfolio and by vote of a majority of the directors of the Fund who are not
interested persons of the Fund or the Manager, cast in person at a meeting
called for the purpose of voting on such approval.
12. For the purpose of this Agreement, the terms "vote of a majority of
the outstanding voting securities," "interested person," "affiliated person" and
"assignment" shall have their respective meanings defined in the 1940 Act,
subject, however, to such exemptions as may be granted by the Securities and
Exchange Commission under the 1940 Act. References in this Agreement to any
assets, property or liabilities "belonging to" the Portfolio shall have the
meaning defined in the Fund's articles of incorporation as amended from time to
time.
13. In the absence of willful misfeasance, bad faith or gross
negligence on the part of the Manager, or reckless disregard of its obligations
and duties hereunder, the Manager shall not be subject to any liability to the
Fund, to any shareholder of the Fund or to any other person, firm or
organization, for any act or omission in the course of, or connected with,
rendering services hereunder.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first above written.
METROPOLITAN SERIES FUND, INC., METLIFE ADVISERS, LLC
on behalf of its ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
International Stock Portfolio
(f/k/a Artio International Stock
Portfolio)
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
---------------------------- ------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Senior Vice President Chief Financial Officer and Treasurer
Exhibit 77Q1(e)(02)
METROPOLITAN SERIES FUND
AMENDED AND RESTATED ADVISORY AGREEMENT
(BARCLAYS CAPITAL AGGREGATE BOND INDEX PORTFOLIO)
AMENDED AND RESTATED AGREEMENT made this 30th day of April, 2012 by and between
METROPOLITAN SERIES FUND, a Delaware trust (the "Fund"), with respect to its
BARCLAYS CAPITAL AGGREGATE BOND INDEX PORTFOLIO (the "Portfolio"), and METLIFE
ADVISERS, LLC, a Delaware limited liability company (the "Manager").
WITNESSETH:
WHEREAS, the Fund and the Manager previously entered into an agreement (the
"Original Agreement") on behalf of its Barclays Capital Aggregate Bond Index
Portfolio setting forth the terms upon which the Manager (or certain other
parties acting pursuant to delegation from the Manager) would perform certain
services for the Portfolio;
WHEREAS, the Fund and the Manager wish to amend and restate the Original
Agreement to modify the services the Manager will perform for the Portfolio;
NOW THEREFORE, in consideration of the premises and covenants hereinafter
contained, the parties agree as follows:
1. (a) The Fund hereby employs the Manager to furnish the Fund with
Portfolio Management Services (as defined in Section 2 hereof) and Other
Services (as defined in Section 3 hereof), subject to the authority of the
Manager to delegate any or all of its responsibilities hereunder to other
parties as provided in Sections 1(b) and (c) hereof. The Manager hereby accepts
such employment and agrees, at its own expense, to furnish such services (either
directly or pursuant to delegation to other parties as permitted by Sections
1(b) and (c) hereof) and to assume the obligations herein set forth, for the
compensation herein provided. The Manager shall, unless otherwise expressly
provided or authorized, have no authority to act for or represent the Fund in
any way or otherwise be deemed an agent of the Fund.
(b) The Manager may delegate any or all of its responsibilities
hereunder with respect to the provision of Portfolio Management Services
(and assumption of related expenses) to one or more other parties (each
such party, a "Sub-Adviser"), pursuant in each case to a written agreement
with such Sub-Adviser that meets the requirements of Section 15 of the
Investment Company Act of 1940 and the rules thereunder (the "1940 Act")
applicable to contracts for service as investment adviser of a registered
investment company (including without limitation the requirements for
approval by the directors of the Fund and the shareholders of the
Portfolio), subject, however, to such exemptions as may be granted by the
Securities and Exchange Commission. Any Sub-Adviser may (but need not) be
affiliated with the Manager. If different Sub-Advisers are engaged to
provide Portfolio Management Services with respect to different segments of
the Portfolio, the Manager shall determine, in the manner described in the
prospectus of the Portfolio from time to time in effect, what portion of
the assets belonging to the Portfolio shall be managed by each Sub-Adviser.
(c) The Manager may delegate any or all of its responsibilities
hereunder with respect to the provision of Other Services to one or more
other parties (each such party, a "Delegatee") selected by the Manager. Any
Delegatee may (but need not) be affiliated with the Manager.
2. As used in this Agreement, "Portfolio Management Services" means
management of the investment and reinvestment of the assets belonging to the
Portfolio, consisting specifically of the following:
(a) obtaining and evaluating such economic, statistical and financial
data and information and undertaking such additional investment research as
shall be necessary or advisable for the management of the investment and
reinvestment of the assets belonging to the Portfolio in accordance with
the Portfolio's investment objectives and policies;
(b) taking such steps as are necessary to implement the investment
policies of the Portfolio by purchasing and selling of securities,
including the placing of orders for such purchase and sale; and
(c) regularly reporting to the Board of Directors of the Fund with
respect to the implementation of the investment policies of the Portfolio.
3. As used in this Agreement, "Other Services" means the provision to
the Fund, by or at the expense of the Manager, of the following:
(a) office space in such place or places as may be agreed upon from
time to time by the Fund and the Manager, and all necessary office
supplies, facilities and equipment;
(b) necessary executive and other personnel for managing and
overseeing the affairs of the Portfolio, including personnel to perform
clerical, bookkeeping, accounting, stenographic and other office functions
(exclusive of those related to and to be performed under contract for
administration, accounting, custodial, transfer, dividend and plan agency
services by the entity or entities selected to perform such services);
(c) compensation, if any, of directors of the Fund who are directors,
officers or employees of the Manager, any Sub-Adviser or any Delegatee or
of any affiliated person (other than a registered investment company) of
the Manager, any Sub-Adviser or any Delegatee;
(d) all services, other than services of counsel, required in
connection with the preparation of registration statements and
prospectuses, including amendments and revisions thereto;
(e) supervision and oversight of the Portfolio Management Services
provided by each Sub-Adviser and Other Services provided by any Delegatee;
and
(f) oversight of all matters relating to compliance by the Fund with
applicable laws and with the Fund's investment policies, restrictions and
guidelines.
4. Nothing in section 3 hereof shall require the Manager to bear, or to
reimburse the Fund for:
(a) any of the costs of printing and mailing the items referred to in
sub-section (d) of this section 3;
(b) any of the costs of preparing, printing and distributing sales
literature;
(c) compensation of directors of the Fund who are not directors,
officers or employees of the Manager, any Sub-Adviser or any Delegatee or
of any affiliated person (other than a registered investment company) of
the Manager, any Sub-Adviser or any Delegatee;
(d) registration, filing and other fees in connection with
requirements of regulatory authorities;
(e) the charges and expenses of any entity appointed by the Fund for
administration, accounting, custodial, paying agent, shareholder servicing
and plan agent services;
(f) charges and expenses of independent accountants retained by the
Fund;
(g) charges and expenses of any transfer agents and registrars
appointed by the Fund;
(h) brokers' commissions and issue and transfer taxes chargeable to
the Fund in connection with securities transactions to which the Fund is a
party;
(i) taxes and fees payable by the Fund to federal, state or other
governmental agencies;
(j) any cost of certificates representing shares of the Fund;
(k) legal fees and expenses in connection with the affairs of the Fund
including registering and qualifying its shares with Federal and State
regulatory authorities;
(l) expenses of meetings of shareholders and directors of the Fund;
and
(m) interest, including interest on borrowings by the Fund.
5. All activities undertaken by the Manager or any Sub-Adviser or Delegatee
pursuant to this Agreement shall at all times be subject to the supervision and
control of the Board of Directors of the Fund, any duly constituted committee
thereof or any officer of the Fund acting pursuant to like authority.
6. The services to be provided by the Manager and any Sub-Adviser or
Delegatee hereunder are not to be deemed exclusive and the Manager and any
Sub-Adviser or Delegatee shall be free to render similar services to others, so
long as its services hereunder are not impaired thereby.
7. As full compensation for all services rendered, facilities furnished and
expenses borne by the Manager hereunder, the Fund shall pay the Manager
compensation at the annual rate of 0.25% of the average daily net assets of the
Portfolio. Such compensation shall be payable monthly in arrears or at such
other intervals, not less frequently than quarterly, as the Board of Directors
of the Fund may from time to time determine and specify in writing to the
Manager. The Manager hereby acknowledges that the Fund's obligation to pay such
compensation is binding only on the assets and property belonging to the
Portfolio.
8. Reserved.
9. It is understood that any of the shareholders, directors, officers,
employees and agents of the Fund may be a shareholder, director, officer,
employee or agent of, or be otherwise interested in, the Manager, any affiliated
person of the Manager, any organization in which the Manager may have an
interest or any organization which may have an interest in the Manager; that the
Manager, any such affiliated person or any such organization may have an
interest in the Fund; and that the existence of any such dual interest shall not
affect the validity hereof or of any transactions hereunder except as otherwise
provided in the articles of incorporation of the Fund, the limited liability
company agreement of the Manager or specific provisions of applicable law.
10. This Agreement shall become effective as of the date of its execution,
and
(a) unless otherwise terminated, this Agreement shall continue in
effect for a period of one year, and from year to year thereafter so long
as such continuance is specifically approved at least annually (i) by the
Board of Directors of the Fund or by vote of a majority of the outstanding
voting securities of the Portfolio, and (ii) by vote of a majority of the
directors of the Fund who are not interested persons of the Fund or the
Manager, cast in person at a meeting called for the purpose of voting on,
such approval;
(b) this Agreement may at any time be terminated on sixty days'
written notice to the Manager either by vote of the Board of Directors of
the Fund or by vote of a majority of the outstanding voting securities of
the Portfolio;
(c) this Agreement shall automatically terminate in the event of its
assignment; and
(d) this Agreement may be terminated by the Manager on ninety days'
written notice to the Fund.
Termination of this Agreement pursuant to this section 10 shall be without
the payment of any penalty.
11. This Agreement may be amended at any time by mutual consent of the
parties, provided that, if required by law (as may be modified by any exemptions
received by the Manager), such consent on the part of the Fund shall have been
approved by vote of a majority of the outstanding voting securities of the
Portfolio and by vote of a majority of the directors of the Fund who are not
interested persons of the Fund or the Manager, cast in person at a meeting
called for the purpose of voting on such approval.
12. For the purpose of this Agreement, the terms "vote of a majority of the
outstanding voting securities," "interested person," "affiliated person" and
"assignment" shall have their respective meanings defined in the 1940 Act,
subject, however, to such exemptions as may be granted by the Securities and
Exchange Commission under the 1940 Act. References in this Agreement to any
assets, property or liabilities "belonging to" the Portfolio shall have the
meaning defined in the Fund's articles of incorporation as amended from time to
time.
13. In the absence of willful misfeasance, bad faith or gross negligence on
the part of the Manager, or reckless disregard of its obligations and duties
hereunder, the Manager shall not be subject to any liability to the Fund, to any
shareholder of the Fund or to any other person, firm or organization, for any
act or omission in the course of, or connected with, rendering services
hereunder.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first above written.
METROPOLITAN SERIES FUND, INC., METLIFE ADVISERS, LLC
on behalf of its Barclays Capital
Aggregate Bond Index Portfolio
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
------------------------------- -------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Senior Vice President Chief Financial Officer and Treasurer
Exhibit 77Q1(e)(03)
METROPOLITAN SERIES FUND
AMENDED AND RESTATED ADVISORY AGREEMENT
(BLACKROCK AGGRESSIVE GROWTH PORTFOLIO)
AMENDED AND RESTATED AGREEMENT made this 30th day of April, 2012 by and between
METROPOLITAN SERIES FUND, a Delaware trust (the "Fund"), with respect to its
BLACKROCK AGGRESSIVE GROWTH PORTFOLIO (the "Portfolio"), and METLIFE ADVISERS,
LLC, a Delaware limited liability company (the "Manager").
WITNESSETH:
WHEREAS, the Fund and the Manager previously entered into an agreement (the
"Original Agreement") on behalf of its BlackRock Aggressive Growth Portfolio
setting forth the terms upon which the Manager (or certain other parties acting
pursuant to delegation from the Manager) would perform certain services for the
Portfolio;
WHEREAS, the Fund and the Manager wish to amend and restate the Original
Agreement to modify the services the Manager will perform for the Portfolio;
NOW THEREFORE, in consideration of the premises and covenants hereinafter
contained, the parties agree as follows:
1. (a) The Fund hereby employs the Manager to furnish the Fund with
Portfolio Management Services (as defined in Section 2 hereof) and Other
Services (as defined in Section 3 hereof), subject to the authority of the
Manager to delegate any or all of its responsibilities hereunder to other
parties as provided in Sections 1(b) and (c) hereof. The Manager hereby accepts
such employment and agrees, at its own expense, to furnish such services (either
directly or pursuant to delegation to other parties as permitted by Sections
1(b) and (c) hereof) and to assume the obligations herein set forth, for the
compensation herein provided. The Manager shall, unless otherwise expressly
provided or authorized, have no authority to act for or represent the Fund in
any way or otherwise be deemed an agent of the Fund.
(b) The Manager may delegate any or all of its responsibilities
hereunder with respect to the provision of Portfolio Management Services
(and assumption of related expenses) to one or more other parties (each
such party, a "Sub-Adviser"), pursuant in each case to a written agreement
with such Sub-Adviser that meets the requirements of Section 15 of the
Investment Company Act of 1940 and the rules thereunder (the "1940 Act")
applicable to contracts for service as investment adviser of a registered
investment company (including without limitation the requirements for
approval by the directors of the Fund and the shareholders of the
Portfolio), subject, however, to such exemptions as may be granted by the
Securities and Exchange Commission. Any Sub-Adviser may (but need not) be
affiliated with the Manager. If different Sub-Advisers are engaged to
provide Portfolio Management Services with respect to different segments of
the Portfolio, the Manager shall determine, in the manner described in the
prospectus of the Portfolio from time to time in effect, what portion of
the assets belonging to the Portfolio shall be managed by each Sub-Adviser.
(c) The Manager may delegate any or all of its responsibilities
hereunder with respect to the provision of Other Services to one or more
other parties (each such party, a "Delegatee") selected by the Manager. Any
Delegatee may (but need not) be affiliated with the Manager.
2. As used in this Agreement, "Portfolio Management Services" means
management of the investment and reinvestment of the assets belonging to the
Portfolio, consisting specifically of the following:
(a) obtaining and evaluating such economic, statistical and financial
data and information and undertaking such additional investment research as
shall be necessary or advisable for the management of the investment and
reinvestment of the assets belonging to the Portfolio in accordance with
the Portfolio's investment objectives and policies;
(b) taking such steps as are necessary to implement the investment
policies of the Portfolio by purchasing and selling of securities,
including the placing of orders for such purchase and sale; and
(c) regularly reporting to the Board of Directors of the Fund with
respect to the implementation of the investment policies of the Portfolio.
3. As used in this Agreement, "Other Services" means the provision to the
Fund, by or at the expense of the Manager, of the following:
(a) office space in such place or places as may be agreed upon from
time to time by the Fund and the Manager, and all necessary office
supplies, facilities and equipment;
(b) necessary executive and other personnel for managing and
overseeing the affairs of the Portfolio, including personnel to perform
clerical, bookkeeping, accounting, stenographic and other office functions
(exclusive of those related to and to be performed under contract for
administration, accounting, custodial, transfer, dividend and plan agency
services by the entity or entities selected to perform such services);
(c) compensation, if any, of directors of the Fund who are directors,
officers or employees of the Manager, any Sub-Adviser or any Delegatee or
of any affiliated person (other than a registered investment company) of
the Manager, any Sub-Adviser or any Delegatee;
(d) all services, other than services of counsel, required in
connection with the preparation of registration statements and
prospectuses, including amendments and revisions thereto;
(e) supervision and oversight of the Portfolio Management Services
provided by each Sub-Adviser and Other Services provided by any Delegatee;
and
(f) oversight of all matters relating to compliance by the Fund with
applicable laws and with the Fund's investment policies, restrictions and
guidelines.
4. Nothing in section 3 hereof shall require the Manager to bear, or to
reimburse the Fund for:
(a) any of the costs of printing and mailing the items referred to in
sub-section (d) of this section 3;
(b) any of the costs of preparing, printing and distributing sales
literature;
(c) compensation of directors of the Fund who are not directors,
officers or employees of the Manager, any Sub-Adviser or any Delegatee or
of any affiliated person (other than a registered investment company) of
the Manager, any Sub-Adviser or any Delegatee;
(d) registration, filing and other fees in connection with
requirements of regulatory authorities;
(e) the charges and expenses of any entity appointed by the Fund for
administration, accounting, custodial, paying agent, shareholder servicing
and plan agent services;
(f) charges and expenses of independent accountants retained by the
Fund;
(g) charges and expenses of any transfer agents and registrars
appointed by the Fund;
(h) brokers' commissions and issue and transfer taxes chargeable to
the Fund in connection with securities transactions to which the Fund is a
party;
(i) taxes and fees payable by the Fund to federal, state or other
governmental agencies;
(j) any cost of certificates representing shares of the Fund;
(k) legal fees and expenses in connection with the affairs of the Fund
including registering and qualifying its shares with Federal and State
regulatory authorities;
(l) expenses of meetings of shareholders and directors of the Fund;
and
(m) interest, including interest on borrowings by the Fund.
5. All activities undertaken by the Manager or any Sub-Adviser or Delegatee
pursuant to this Agreement shall at all times be subject to the supervision and
control of the Board of Directors of the Fund, any duly constituted committee
thereof or any officer of the Fund acting pursuant to like authority.
6. The services to be provided by the Manager and any Sub-Adviser or
Delegatee hereunder are not to be deemed exclusive and the Manager and any
Sub-Adviser or Delegatee shall be free to render similar services to others, so
long as its services hereunder are not impaired thereby.
7. As full compensation for all services rendered, facilities furnished and
expenses borne by the Manager hereunder, the Fund shall pay the Manager
compensation at the annual rate of 0.75% of the first $500 million of the
average daily net assets of the Portfolio, 0.70% of the next $500 million of the
average daily net assets of the Portfolio and 0.65% of the excess over $1
billion of the average daily net assets of the Portfolio. Such compensation
shall be payable monthly in arrears or at such other intervals, not less
frequently than quarterly, as the Board of Directors of the Fund may from time
to time determine and specify in writing to the Manager. The Manager hereby
acknowledges that the Fund's obligation to pay such compensation is binding only
on the assets and property belonging to the Portfolio.
8. Reserved.
9. It is understood that any of the shareholders, directors, officers,
employees and agents of the Fund may be a shareholder, director, officer,
employee or agent of, or be otherwise interested in, the Manager, any affiliated
person of the Manager, any organization in which the Manager may have an
interest or any organization which may have an interest in the Manager; that the
Manager, any such affiliated person or any such organization may have an
interest in the Fund; and that the existence of any such dual interest shall not
affect the validity hereof or of any transactions hereunder except as otherwise
provided in the articles of incorporation of the Fund, the limited liability
company agreement of the Manager or specific provisions of applicable law.
10. This Agreement shall become effective as of the date of its execution,
and
(a) unless otherwise terminated, this Agreement shall continue in
effect for a period of one year, and from year to year thereafter so long
as such continuance is specifically approved at least annually (i) by the
Board of Directors of the Fund or by vote of a majority of the outstanding
voting securities of the Portfolio, and (ii) by vote of a majority of the
directors of the Fund who are not interested persons of the Fund or the
Manager, cast in person at a meeting called for the purpose of voting on,
such approval;
(b) this Agreement may at any time be terminated on sixty days'
written notice to the Manager either by vote of the Board of Directors of
the Fund or by vote of a majority of the outstanding voting securities of
the Portfolio;
(c) this Agreement shall automatically terminate in the event of its
assignment; and
(d) this Agreement may be terminated by the Manager on ninety days'
written notice to the Fund.
Termination of this Agreement pursuant to this section 10 shall be without
the payment of any penalty.
11. This Agreement may be amended at any time by mutual consent of the
parties, provided that, if required by law (as may be modified by any exemptions
received by the Manager), such consent on the part of the Fund shall have been
approved by vote of a majority of the outstanding voting securities of the
Portfolio and by vote of a majority of the directors of the Fund who are not
interested persons of the Fund or the Manager, cast in person at a meeting
called for the purpose of voting on such approval.
12. For the purpose of this Agreement, the terms "vote of a majority of the
outstanding voting securities," "interested person," "affiliated person" and
"assignment" shall have their respective meanings defined in the 1940 Act,
subject, however, to such exemptions as may be granted by the Securities and
Exchange Commission under the 1940 Act. References in this Agreement to any
assets, property or liabilities "belonging to" the Portfolio shall have the
meaning defined in the Fund's articles of incorporation as amended from time to
time.
13. In the absence of willful misfeasance, bad faith or gross negligence on
the part of the Manager, or reckless disregard of its obligations and duties
hereunder, the Manager shall not be subject to any liability to the Fund, to any
shareholder of the Fund or to any other person, firm or organization, for any
act or omission in the course of, or connected with, rendering services
hereunder.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first above written.
METROPOLITAN SERIES FUND, INC., METLIFE ADVISERS, LLC
on behalf of its BlackRock
Aggressive Growth Portfolio
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
------------------------------- ------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Senior Vice President Chief Financial Officer and Treasurer
Exhibit 77Q1(e)(04)
METROPOLITAN SERIES FUND
AMENDED AND RESTATED ADVISORY AGREEMENT
(BLACKROCK BOND INCOME PORTFOLIO)
AMENDED AND RESTATED AGREEMENT made this 30th day of April, 2012 by and between
METROPOLITAN SERIES FUND, a Delaware trust (the "Fund"), with respect to its
BLACKROCK BOND INCOME PORTFOLIO (the "Portfolio"), and METLIFE ADVISERS, LLC, a
Delaware limited liability company (the "Manager").
WITNESSETH:
WHEREAS, the Fund and the Manager previously entered into an agreement (the
"Original Agreement") on behalf of its BlackRock Bond Income Portfolio setting
forth the terms upon which the Manager (or certain other parties acting pursuant
to delegation from the Manager) would perform certain services for the
Portfolio;
WHEREAS, the Fund and the Manager wish to amend and restate the Original
Agreement to modify the services the Manager will perform for the Portfolio;
NOW THEREFORE, in consideration of the premises and covenants hereinafter
contained, the parties agree as follows:
1. (a) The Fund hereby employs the Manager to furnish the Fund with
Portfolio Management Services (as defined in Section 2 hereof) and Other
Services (as defined in Section 3 hereof), subject to the authority of the
Manager to delegate any or all of its responsibilities hereunder to other
parties as provided in Sections 1(b) and (c) hereof. The Manager hereby accepts
such employment and agrees, at its own expense, to furnish such services (either
directly or pursuant to delegation to other parties as permitted by Sections
1(b) and (c) hereof) and to assume the obligations herein set forth, for the
compensation herein provided. The Manager shall, unless otherwise expressly
provided or authorized, have no authority to act for or represent the Fund in
any way or otherwise be deemed an agent of the Fund.
(b) The Manager may delegate any or all of its responsibilities
hereunder with respect to the provision of Portfolio Management Services
(and assumption of related expenses) to one or more other parties (each
such party, a "Sub-Adviser"), pursuant in each case to a written agreement
with such Sub-Adviser that meets the requirements of Section 15 of the
Investment Company Act of 1940 and the rules thereunder (the "1940 Act")
applicable to contracts for service as investment adviser of a registered
investment company (including without limitation the requirements for
approval by the directors of the Fund and the shareholders of the
Portfolio), subject, however, to such exemptions as may be granted by the
Securities and Exchange Commission. Any Sub-Adviser may (but need not) be
affiliated with the Manager. If different Sub-Advisers are engaged to
provide Portfolio Management Services with respect to different segments of
the Portfolio, the Manager shall determine, in the manner described in the
prospectus of the Portfolio from time to time in effect, what portion of
the assets belonging to the Portfolio shall be managed by each Sub-Adviser.
(c) The Manager may delegate any or all of its responsibilities
hereunder with respect to the provision of Other Services to one or more
other parties (each such party, a "Delegatee") selected by the Manager. Any
Delegatee may (but need not) be affiliated with the Manager.
2. As used in this Agreement, "Portfolio Management Services" means
management of the investment and reinvestment of the assets belonging to the
Portfolio, consisting specifically of the following:
(a) obtaining and evaluating such economic, statistical and financial
data and information and undertaking such additional investment research as
shall be necessary or advisable for the management of the investment and
reinvestment of the assets belonging to the Portfolio in accordance with
the Portfolio's investment objectives and policies;
(b) taking such steps as are necessary to implement the investment
policies of the Portfolio by purchasing and selling of securities,
including the placing of orders for such purchase and sale; and
(c) regularly reporting to the Board of Directors of the Fund with
respect to the implementation of the investment policies of the Portfolio.
3. As used in this Agreement, "Other Services" means the provision to the
Fund, by or at the expense of the Manager, of the following:
(a) office space in such place or places as may be agreed upon from
time to time by the Fund and the Manager, and all necessary office
supplies, facilities and equipment;
(b) necessary executive and other personnel for managing and
overseeing the affairs of the Portfolio, including personnel to perform
clerical, bookkeeping, accounting, stenographic and other office functions
(exclusive of those related to and to be performed under contract for
administration, accounting, custodial, transfer, dividend and plan agency
services by the entity or entities selected to perform such services);
(c) compensation, if any, of directors of the Fund who are directors,
officers or employees of the Manager, any Sub-Adviser or any Delegatee or
of any affiliated person (other than a registered investment company) of
the Manager, any Sub-Adviser or any Delegatee;
(d) all services, other than services of counsel, required in
connection with the preparation of registration statements and
prospectuses, including amendments and revisions thereto;
(e) supervision and oversight of the Portfolio Management Services
provided by each Sub-Adviser and Other Services provided by any Delegatee;
and
(f) oversight of all matters relating to compliance by the Fund with
applicable laws and with the Fund's investment policies, restrictions and
guidelines.
4. Nothing in section 3 hereof shall require the Manager to bear, or to
reimburse the Fund for:
(a) any of the costs of printing and mailing the items referred to in
sub-section (d) of this section 3;
(b) any of the costs of preparing, printing and distributing sales
literature;
(c) compensation of directors of the Fund who are not directors,
officers or employees of the Manager, any Sub-Adviser or any Delegatee or
of any affiliated person (other than a registered investment company) of
the Manager, any Sub-Adviser or any Delegatee;
(d) registration, filing and other fees in connection with
requirements of regulatory authorities;
(e) the charges and expenses of any entity appointed by the Fund for
administration, accounting, custodial, paying agent, shareholder servicing
and plan agent services;
(f) charges and expenses of independent accountants retained by the
Fund;
(g) charges and expenses of any transfer agents and registrars
appointed by the Fund;
(h) brokers' commissions and issue and transfer taxes chargeable to
the Fund in connection with securities transactions to which the Fund is a
party;
(i) taxes and fees payable by the Fund to federal, state or other
governmental agencies;
(j) any cost of certificates representing shares of the Fund;
(k) legal fees and expenses in connection with the affairs of the
Fund including registering and qualifying its shares with Federal and
State regulatory authorities;
(l) expenses of meetings of shareholders and directors of the Fund;
and
(m) interest, including interest on borrowings by the Fund.
5. All activities undertaken by the Manager or any Sub-Adviser or Delegatee
pursuant to this Agreement shall at all times be subject to the supervision and
control of the Board of Directors of the Fund, any duly constituted committee
thereof or any officer of the Fund acting pursuant to like authority.
6. The services to be provided by the Manager and any Sub-Adviser or
Delegatee hereunder are not to be deemed exclusive and the Manager and any
Sub-Adviser or Delegatee shall be free to render similar services to others, so
long as its services hereunder are not impaired thereby.
7. As full compensation for all services rendered, facilities furnished and
expenses borne by the Manager hereunder, the Fund shall pay the Manager
compensation at the annual rate of 0.40% of the first $1 billion of the average
daily net assets of the Portfolio, 0.35% of the next $1 billion of the average
daily net assets of the Portfolio, 0.30% of the next $1 billion of the average
daily net assets of the Portfolio, and 0.25% of the excess over $3 billion of
the average daily net assets of the Portfolio. Such compensation shall be
payable monthly in arrears or at such other intervals, not less frequently than
quarterly, as the Board of Directors of the Fund may from time to time determine
and specify in writing to the Manager. The Manager hereby acknowledges that the
Fund's obligation to pay such compensation is binding only on the assets and
property belonging to the Portfolio.
8. Reserved.
9. It is understood that any of the shareholders, directors, officers,
employees and agents of the Fund may be a shareholder, director, officer,
employee or agent of, or be otherwise interested in, the Manager, any affiliated
person of the Manager, any organization in which the Manager may have an
interest or any organization which may have an interest in the Manager; that the
Manager, any such affiliated person or any such organization may have an
interest in the Fund; and that the existence of any such dual interest shall not
affect the validity hereof or of any transactions hereunder except as otherwise
provided in the articles of incorporation of the Fund, the limited liability
company agreement of the Manager or specific provisions of applicable law.
10. This Agreement shall become effective as of the date of its execution,
and
(a) unless otherwise terminated, this Agreement shall continue in
effect for a period of one year, and from year to year thereafter so long
as such continuance is specifically approved at least annually (i) by the
Board of Directors of the Fund or by vote of a majority of the outstanding
voting securities of the Portfolio, and (ii) by vote of a majority of the
directors of the Fund who are not interested persons of the Fund or the
Manager, cast in person at a meeting called for the purpose of voting on,
such approval;
(b) this Agreement may at any time be terminated on sixty days'
written notice to the Manager either by vote of the Board of Directors of
the Fund or by vote of a majority of the outstanding voting securities of
the Portfolio;
(c) this Agreement shall automatically terminate in the event of its
assignment; and
(d) this Agreement may be terminated by the Manager on ninety days'
written notice to the Fund.
Termination of this Agreement pursuant to this section 10 shall be without
the payment of any penalty.
11. This Agreement may be amended at any time by mutual consent of the
parties, provided that, if required by law (as may be modified by any exemptions
received by the Manager), such consent on the part of the Fund shall have been
approved by vote of a majority of the outstanding voting securities of the
Portfolio and by vote of a majority of the directors of the Fund who are not
interested persons of the Fund or the Manager, cast in person at a meeting
called for the purpose of voting on such approval.
12. For the purpose of this Agreement, the terms "vote of a majority of the
outstanding voting securities," "interested person," "affiliated person" and
"assignment" shall have their respective meanings defined in the 1940 Act,
subject, however, to such exemptions as may be granted by the Securities and
Exchange Commission under the 1940 Act. References in this Agreement to any
assets, property or liabilities "belonging to" the Portfolio shall have the
meaning defined in the Fund's articles of incorporation as amended from time to
time.
13. In the absence of willful misfeasance, bad faith or gross negligence on
the part of the Manager, or reckless disregard of its obligations and duties
hereunder, the Manager shall not be subject to any liability to the Fund, to any
shareholder of the Fund or to any other person, firm or organization, for any
act or omission in the course of, or connected with, rendering services
hereunder.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first above written.
METROPOLITAN SERIES FUND, INC., METLIFE ADVISERS, LLC
on behalf of its BlackRock Bond
Income Portfolio
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
------------------------------- ------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Senior Vice President Chief Financial Officer and Treasurer
Exhibit 77Q1(e)(05)
METROPOLITAN SERIES FUND
AMENDED AND RESTATED ADVISORY AGREEMENT
(BLACKROCK DIVERSIFIED PORTFOLIO)
AMENDED AND RESTATED AGREEMENT made this 30th day of April, 2012 by and between
METROPOLITAN SERIES FUND, a Delaware trust (the "Fund"), with respect to its
BLACKROCK DIVERSIFIED PORTFOLIO (the "Portfolio"), and METLIFE ADVISERS, LLC, a
Delaware limited liability company (the "Manager").
WITNESSETH:
WHEREAS, the Fund and the Manager previously entered into an agreement (the
"Original Agreement") on behalf of its BlackRock Diversified Portfolio setting
forth the terms upon which the Manager (or certain other parties acting pursuant
to delegation from the Manager) would perform certain services for the
Portfolio;
WHEREAS, the Fund and the Manager wish to amend and restate the Original
Agreement to modify the services the Manager will perform for the Portfolio;
NOW THEREFORE, in consideration of the premises and covenants hereinafter
contained, the parties agree as follows:
1. (a) The Fund hereby employs the Manager to furnish the Fund with
Portfolio Management Services (as defined in Section 2 hereof) and Other
Services (as defined in Section 3 hereof), subject to the authority of the
Manager to delegate any or all of its responsibilities hereunder to other
parties as provided in Sections 1(b) and (c) hereof. The Manager hereby accepts
such employment and agrees, at its own expense, to furnish such services (either
directly or pursuant to delegation to other parties as permitted by Sections
1(b) and (c) hereof) and to assume the obligations herein set forth, for the
compensation herein provided. The Manager shall, unless otherwise expressly
provided or authorized, have no authority to act for or represent the Fund in
any way or otherwise be deemed an agent of the Fund.
(b) The Manager may delegate any or all of its responsibilities
hereunder with respect to the provision of Portfolio Management Services
(and assumption of related expenses) to one or more other parties (each
such party, a "Sub-Adviser"), pursuant in each case to a written agreement
with such Sub-Adviser that meets the requirements of Section 15 of the
Investment Company Act of 1940 and the rules thereunder (the "1940 Act")
applicable to contracts for service as investment adviser of a registered
investment company (including without limitation the requirements for
approval by the directors of the Fund and the shareholders of the
Portfolio), subject, however, to such exemptions as may be granted by the
Securities and Exchange Commission. Any Sub-Adviser may (but need not) be
affiliated with the Manager. If different Sub-Advisers are engaged to
provide Portfolio Management Services with respect to different segments of
the Portfolio, the Manager shall determine, in the manner described in the
prospectus of the Portfolio from time to time in effect, what portion of
the assets belonging to the Portfolio shall be managed by each Sub-Adviser.
(c) The Manager may delegate any or all of its responsibilities
hereunder with respect to the provision of Other Services to one or more
other parties (each such party, a "Delegatee") selected by the Manager. Any
Delegatee may (but need not) be affiliated with the Manager.
2. As used in this Agreement, "Portfolio Management Services" means
management of the investment and reinvestment of the assets belonging to the
Portfolio, consisting specifically of the following:
(a) obtaining and evaluating such economic, statistical and financial
data and information and undertaking such additional investment research
as shall be necessary or advisable for the management of the investment
and reinvestment of the assets belonging to the Portfolio in accordance
with the Portfolio's investment objectives and policies;
(b) taking such steps as are necessary to implement the investment
policies of the Portfolio by purchasing and selling of securities,
including the placing of orders for such purchase and sale; and
(c) regularly reporting to the Board of Directors of the Fund with
respect to the implementation of the investment policies of the Portfolio.
3. As used in this Agreement, "Other Services" means the provision to the
Fund, by or at the expense of the Manager, of the following:
(a) office space in such place or places as may be agreed upon from
time to time by the Fund and the Manager, and all necessary office
supplies, facilities and equipment;
(b) necessary executive and other personnel for managing and
overseeing the affairs of the Portfolio, including personnel to perform
clerical, bookkeeping, accounting, stenographic and other office functions
(exclusive of those related to and to be performed under contract for
administration, accounting, custodial, transfer, dividend and plan agency
services by the entity or entities selected to perform such services);
(c) compensation, if any, of directors of the Fund who are directors,
officers or employees of the Manager, any Sub-Adviser or any Delegatee or
of any affiliated person (other than a registered investment company) of
the Manager, any Sub-Adviser or any Delegatee;
(d) all services, other than services of counsel, required in
connection with the preparation of registration statements and
prospectuses, including amendments and revisions thereto;
(e) supervision and oversight of the Portfolio Management Services
provided by each Sub-Adviser and Other Services provided by any Delegatee;
and
(f) oversight of all matters relating to compliance by the Fund with
applicable laws and with the Fund's investment policies, restrictions and
guidelines.
4. Nothing in section 3 hereof shall require the Manager to bear, or to
reimburse the Fund for:
(a) any of the costs of printing and mailing the items referred to in
sub-section (d) of this section 3;
(b) any of the costs of preparing, printing and distributing sales
literature;
(c) compensation of directors of the Fund who are not directors,
officers or employees of the Manager, any Sub-Adviser or any Delegatee or
of any affiliated person (other than a registered investment company) of
the Manager, any Sub-Adviser or any Delegatee;
(d) registration, filing and other fees in connection with
requirements of regulatory authorities;
(e) the charges and expenses of any entity appointed by the Fund for
administration, accounting, custodial, paying agent, shareholder servicing
and plan agent services;
(f) charges and expenses of independent accountants retained by the
Fund;
(g) charges and expenses of any transfer agents and registrars
appointed by the Fund;
(h) brokers' commissions and issue and transfer taxes chargeable to
the Fund in connection with securities transactions to which the Fund is a
party;
(i) taxes and fees payable by the Fund to federal, state or other
governmental agencies;
(j) any cost of certificates representing shares of the Fund;
(k) legal fees and expenses in connection with the affairs of the
Fund including registering and qualifying its shares with Federal and
State regulatory authorities;
(l) expenses of meetings of shareholders and directors of the Fund;
and
(m) interest, including interest on borrowings by the Fund.
5. All activities undertaken by the Manager or any Sub-Adviser or Delegatee
pursuant to this Agreement shall at all times be subject to the supervision and
control of the Board of Directors of the Fund, any duly constituted committee
thereof or any officer of the Fund acting pursuant to like authority.
6. The services to be provided by the Manager and any Sub-Adviser or
Delegatee hereunder are not to be deemed exclusive and the Manager and any
Sub-Adviser or Delegatee shall be free to render similar services to others, so
long as its services hereunder are not impaired thereby.
7. As full compensation for all services rendered, facilities furnished and
expenses borne by the Manager hereunder, the Fund shall pay the Manager
compensation at the annual rate of 0.50% of the first $500 million of the
average daily net assets of the Portfolio, 0.45% of the next $500 million of the
average daily net assets of the Portfolio and 0.40% of the excess over $1
billion of the average daily net assets of the Portfolio. Such compensation
shall be payable monthly in arrears or at such other intervals, not less
frequently than quarterly, as the Board of Directors of the Fund may from time
to time determine and specify in writing to the Manager. The Manager hereby
acknowledges that the Fund's obligation to pay such compensation is binding only
on the assets and property belonging to the Portfolio.
8. Reserved.
9. It is understood that any of the shareholders, directors, officers,
employees and agents of the Fund may be a shareholder, director, officer,
employee or agent of, or be otherwise interested in, the Manager, any affiliated
person of the Manager, any organization in which the Manager may have an
interest or any organization which may have an interest in the Manager; that the
Manager, any such affiliated person or any such organization may have an
interest in the Fund; and that the existence of any such dual interest shall not
affect the validity hereof or of any transactions hereunder except as otherwise
provided in the articles of incorporation of the Fund, the limited liability
company agreement of the Manager or specific provisions of applicable law.
10. This Agreement shall become effective as of the date of its execution,
and
(a) unless otherwise terminated, this Agreement shall continue in
effect for a period of one year, and from year to year thereafter so long
as such continuance is specifically approved at least annually (i) by the
Board of Directors of the Fund or by vote of a majority of the outstanding
voting securities of the Portfolio, and (ii) by vote of a majority of the
directors of the Fund who are not interested persons of the Fund or the
Manager, cast in person at a meeting called for the purpose of voting on,
such approval;
(b) this Agreement may at any time be terminated on sixty days'
written notice to the Manager either by vote of the Board of Directors of
the Fund or by vote of a majority of the outstanding voting securities of
the Portfolio;
(c) this Agreement shall automatically terminate in the event of its
assignment; and
(d) this Agreement may be terminated by the Manager on ninety days'
written notice to the Fund.
Termination of this Agreement pursuant to this section 10 shall be without
the payment of any penalty.
11. This Agreement may be amended at any time by mutual consent of the
parties, provided that, if required by law (as may be modified by any exemptions
received by the Manager), such consent on the part of the Fund shall have been
approved by vote of a majority of the outstanding voting securities of the
Portfolio and by vote of a majority of the directors of the Fund who are not
interested persons of the Fund or the Manager, cast in person at a meeting
called for the purpose of voting on such approval.
12. For the purpose of this Agreement, the terms "vote of a majority of the
outstanding voting securities," "interested person," "affiliated person" and
"assignment" shall have their respective meanings defined in the 1940 Act,
subject, however, to such exemptions as may be granted by the Securities and
Exchange Commission under the 1940 Act. References in this Agreement to any
assets, property or liabilities "belonging to" the Portfolio shall have the
meaning defined in the Fund's articles of incorporation as amended from time to
time.
13. In the absence of willful misfeasance, bad faith or gross negligence on
the part of the Manager, or reckless disregard of its obligations and duties
hereunder, the Manager shall not be subject to any liability to the Fund, to any
shareholder of the Fund or to any other person, firm or organization, for any
act or omission in the course of, or connected with, rendering services
hereunder.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first above written.
METROPOLITAN SERIES FUND, INC., METLIFE ADVISERS, LLC
on behalf of its BlackRock
Diversified Portfolio
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
------------------------------ ------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Senior Vice President Chief Financial Officer and Treasurer
Exhibit 77Q1(e)(06)
METROPOLITAN SERIES FUND
AMENDED AND RESTATED ADVISORY AGREEMENT
(BLACKROCK LARGE CAP VALUE PORTFOLIO)
AMENDED AND RESTATED AGREEMENT made this 30th day of April, 2012 by and between
METROPOLITAN SERIES FUND, a Delaware trust (the "Fund"), with respect to its
BLACKROCK LARGE CAP VALUE PORTFOLIO (the "Portfolio"), and METLIFE ADVISERS,
LLC, a Delaware limited liability company (the "Manager").
WITNESSETH:
WHEREAS, the Fund and the Manager previously entered into an agreement (the
"Original Agreement") on behalf of its BlackRock Large Cap Value Portfolio
setting forth the terms upon which the Manager (or certain other parties acting
pursuant to delegation from the Manager) would perform certain services for the
Portfolio;
WHEREAS, the Fund and the Manager wish to amend and restate the Original
Agreement to modify the services the Manager will perform for the Portfolio;
NOW THEREFORE, in consideration of the premises and covenants hereinafter
contained, the parties agree as follows:
1. (a) The Fund hereby employs the Manager to furnish the Fund with
Portfolio Management Services (as defined in Section 2 hereof) and Other
Services (as defined in Section 3 hereof), subject to the authority of the
Manager to delegate any or all of its responsibilities hereunder to other
parties as provided in Sections 1(b) and (c) hereof. The Manager hereby accepts
such employment and agrees, at its own expense, to furnish such services (either
directly or pursuant to delegation to other parties as permitted by Sections
1(b) and (c) hereof) and to assume the obligations herein set forth, for the
compensation herein provided. The Manager shall, unless otherwise expressly
provided or authorized, have no authority to act for or represent the Fund in
any way or otherwise be deemed an agent of the Fund.
(b) The Manager may delegate any or all of its responsibilities
hereunder with respect to the provision of Portfolio Management Services
(and assumption of related expenses) to one or more other parties (each
such party, a "Sub-Adviser"), pursuant in each case to a written agreement
with such Sub-Adviser that meets the requirements of Section 15 of the
Investment Company Act of 1940 and the rules thereunder (the "1940 Act")
applicable to contracts for service as investment adviser of a registered
investment company (including without limitation the requirements for
approval by the directors of the Fund and the shareholders of the
Portfolio), subject, however, to such exemptions as may be granted by the
Securities and Exchange Commission. Any Sub-Adviser may (but need not) be
affiliated with the Manager. If different Sub-Advisers are engaged to
provide Portfolio Management Services with respect to different segments of
the Portfolio, the Manager shall determine, in the manner described in the
prospectus of the Portfolio from time to time in effect, what portion of
the assets belonging to the Portfolio shall be managed by each Sub-Adviser.
(c) The Manager may delegate any or all of its responsibilities
hereunder with respect to the provision of Other Services to one or more
other parties (each such party, a "Delegatee") selected by the Manager. Any
Delegatee may (but need not) be affiliated with the Manager.
2. As used in this Agreement, "Portfolio Management Services" means
management of the investment and reinvestment of the assets belonging to the
Portfolio, consisting specifically of the following:
(a) obtaining and evaluating such economic, statistical and financial
data and information and undertaking such additional investment research as
shall be necessary or advisable for the management of the investment and
reinvestment of the assets belonging to the Portfolio in accordance with
the Portfolio's investment objectives and policies;
(b) taking such steps as are necessary to implement the investment
policies of the Portfolio by purchasing and selling of securities,
including the placing of orders for such purchase and sale; and
(c) regularly reporting to the Board of Directors of the Fund with
respect to the implementation of the investment policies of the Portfolio.
3. As used in this Agreement, "Other Services" means the provision to the
Fund, by or at the expense of the Manager, of the following:
(a) office space in such place or places as may be agreed upon from
time to time by the Fund and the Manager, and all necessary office
supplies, facilities and equipment;
(b) necessary executive and other personnel for managing and
overseeing the affairs of the Portfolio, including personnel to perform
clerical, bookkeeping, accounting, stenographic and other office functions
(exclusive of those related to and to be performed under contract for
administration, accounting, custodial, transfer, dividend and plan agency
services by the entity or entities selected to perform such services);
(c) compensation, if any, of directors of the Fund who are directors,
officers or employees of the Manager, any Sub-Adviser or any Delegatee or
of any affiliated person (other than a registered investment company) of
the Manager, any Sub-Adviser or any Delegatee;
(d) all services, other than services of counsel, required in
connection with the preparation of registration statements and
prospectuses, including amendments and revisions thereto;
(e) supervision and oversight of the Portfolio Management Services
provided by each Sub-Adviser and Other Services provided by any Delegatee;
and
(f) oversight of all matters relating to compliance by the Fund with
applicable laws and with the Fund's investment policies, restrictions and
guidelines.
4. Nothing in section 3 hereof shall require the Manager to bear, or to
reimburse the Fund for:
(a) any of the costs of printing and mailing the items referred to in
sub-section (d) of this section 3;
(b) any of the costs of preparing, printing and distributing sales
literature;
(c) compensation of directors of the Fund who are not directors,
officers or employees of the Manager, any Sub-Adviser or any Delegatee or
of any affiliated person (other than a registered investment company) of
the Manager, any Sub-Adviser or any Delegatee;
(d) registration, filing and other fees in connection with
requirements of regulatory authorities;
(e) the charges and expenses of any entity appointed by the Fund for
administration, accounting, custodial, paying agent, shareholder servicing
and plan agent services;
(f) charges and expenses of independent accountants retained by the
Fund;
(g) charges and expenses of any transfer agents and registrars
appointed by the Fund;
(h) brokers' commissions and issue and transfer taxes chargeable to
the Fund in connection with securities transactions to which the Fund is a
party;
(i) taxes and fees payable by the Fund to federal, state or other
governmental agencies;
(j) any cost of certificates representing shares of the Fund;
(k) legal fees and expenses in connection with the affairs of the Fund
including registering and qualifying its shares with Federal and State
regulatory authorities;
(l) expenses of meetings of shareholders and directors of the Fund; and
(m) interest, including interest on borrowings by the Fund.
5. All activities undertaken by the Manager or any Sub-Adviser or Delegatee
pursuant to this Agreement shall at all times be subject to the supervision and
control of the Board of Directors of the Fund, any duly constituted committee
thereof or any officer of the Fund acting pursuant to like authority.
6. The services to be provided by the Manager and any Sub-Adviser or
Delegatee hereunder are not to be deemed exclusive and the Manager and any
Sub-Adviser or Delegatee shall be free to render similar services to others, so
long as its services hereunder are not impaired thereby.
7. As full compensation for all services rendered, facilities furnished and
expenses borne by the Manager hereunder, the Fund shall pay the Manager
compensation at the annual rate of 0.70% of the first $250 million of the
average daily net assets of the Portfolio, 0.65% of the next $500 million of the
average daily net assets of the Portfolio and 0.60% of the excess over $750
million of the average daily net assets of the Portfolio. Such compensation
shall be payable monthly in arrears or at such other intervals, not less
frequently than quarterly, as the Board of Directors of the Fund may from time
to time determine and specify in writing to the Manager. The Manager hereby
acknowledges that the Fund's obligation to pay such compensation is binding only
on the assets and property belonging to the Portfolio.
8. Reserved.
9. It is understood that any of the shareholders, directors, officers,
employees and agents of the Fund may be a shareholder, director, officer,
employee or agent of, or be otherwise interested in, the Manager, any affiliated
person of the Manager, any organization in which the Manager may have an
interest or any organization which may have an interest in the Manager; that the
Manager, any such affiliated person or any such organization may have an
interest in the Fund; and that the existence of any such dual interest shall not
affect the validity hereof or of any transactions hereunder except as otherwise
provided in the articles of incorporation of the Fund, the limited liability
company agreement of the Manager or specific provisions of applicable law.
10. This Agreement shall become effective as of the date of its execution,
and
(a) unless otherwise terminated, this Agreement shall continue in
effect for a period of one year, and from year to year thereafter so long
as such continuance is specifically approved at least annually (i) by the
Board of Directors of the Fund or by vote of a majority of the outstanding
voting securities of the Portfolio, and (ii) by vote of a majority of the
directors of the Fund who are not interested persons of the Fund or the
Manager, cast in person at a meeting called for the purpose of voting on,
such approval;
(b) this Agreement may at any time be terminated on sixty days'
written notice to the Manager either by vote of the Board of Directors of
the Fund or by vote of a majority of the outstanding voting securities of
the Portfolio;
(c) this Agreement shall automatically terminate in the event of its
assignment; and
(d) this Agreement may be terminated by the Manager on ninety days'
written notice to the Fund.
Termination of this Agreement pursuant to this section 10 shall be without
the payment of any penalty.
11. This Agreement may be amended at any time by mutual consent of the
parties, provided that, if required by law (as may be modified by any exemptions
received by the Manager), such consent on the part of the Fund shall have been
approved by vote of a majority of the outstanding voting securities of the
Portfolio and by vote of a majority of the directors of the Fund who are not
interested persons of the Fund or the Manager, cast in person at a meeting
called for the purpose of voting on such approval.
12. For the purpose of this Agreement, the terms "vote of a majority of the
outstanding voting securities," "interested person," "affiliated person" and
"assignment" shall have their respective meanings defined in the 1940 Act,
subject, however, to such exemptions as may be granted by the Securities and
Exchange Commission under the 1940 Act. References in this Agreement to any
assets, property or liabilities "belonging to" the Portfolio shall have the
meaning defined in the Fund's articles of incorporation as amended from time to
time.
13. In the absence of willful misfeasance, bad faith or gross negligence on
the part of the Manager, or reckless disregard of its obligations and duties
hereunder, the Manager shall not be subject to any liability to the Fund, to any
shareholder of the Fund or to any other person, firm or organization, for any
act or omission in the course of, or connected with, rendering services
hereunder.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first above written.
METROPOLITAN SERIES FUND, INC., METLIFE ADVISERS, LLC
on behalf of its BlackRock Large
Cap Value Portfolio
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
------------------------------ ---------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Senior Vice President Chief Financial Officer and Treasurer
Exhibit 77Q1(e)(07)
METROPOLITAN SERIES FUND
AMENDED AND RESTATED ADVISORY AGREEMENT
(BLACKROCK LEGACY LARGE CAP GROWTH PORTFOLIO)
AMENDED AND RESTATED AGREEMENT made this 30th day of April, 2012 by and between
METROPOLITAN SERIES FUND, a Delaware trust (the "Fund"), with respect to its
BLACKROCK LEGACY LARGE CAP GROWTH PORTFOLIO (the "Portfolio"), and METLIFE
ADVISERS, LLC, a Delaware limited liability company (the "Manager").
WITNESSETH:
WHEREAS, the Fund and the Manager previously entered into an agreement (the
"Original Agreement") on behalf of its BlackRock Legacy Large Cap Growth
Portfolio setting forth the terms upon which the Manager (or certain other
parties acting pursuant to delegation from the Manager) would perform certain
services for the Portfolio;
WHEREAS, the Fund and the Manager wish to amend and restate the Original
Agreement to modify the services the Manager will perform for the Portfolio;
NOW THEREFORE, in consideration of the premises and covenants hereinafter
contained, the parties agree as follows:
1. (a) The Fund hereby employs the Manager to furnish the Fund with
Portfolio Management Services (as defined in Section 2 hereof) and Other
Services (as defined in Section 3 hereof), subject to the authority of the
Manager to delegate any or all of its responsibilities hereunder to other
parties as provided in Sections 1(b) and (c) hereof. The Manager hereby accepts
such employment and agrees, at its own expense, to furnish such services (either
directly or pursuant to delegation to other parties as permitted by Sections
1(b) and (c) hereof) and to assume the obligations herein set forth, for the
compensation herein provided. The Manager shall, unless otherwise expressly
provided or authorized, have no authority to act for or represent the Fund in
any way or otherwise be deemed an agent of the Fund.
(b) The Manager may delegate any or all of its responsibilities
hereunder with respect to the provision of Portfolio Management Services
(and assumption of related expenses) to one or more other parties (each
such party, a "Sub-Adviser"), pursuant in each case to a written agreement
with such Sub-Adviser that meets the requirements of Section 15 of the
Investment Company Act of 1940 and the rules thereunder (the "1940 Act")
applicable to contracts for service as investment adviser of a registered
investment company (including without limitation the requirements for
approval by the directors of the Fund and the shareholders of the
Portfolio), subject, however, to such exemptions as may be granted by the
Securities and Exchange Commission. Any Sub-Adviser may (but need not) be
affiliated with the Manager. If different Sub-Advisers are engaged to
provide Portfolio Management Services with respect to different segments of
the Portfolio, the Manager shall determine, in the manner described in the
prospectus of the Portfolio from time to time in effect, what portion of
the assets belonging to the Portfolio shall be managed by each Sub-Adviser.
(c) The Manager may delegate any or all of its responsibilities
hereunder with respect to the provision of Other Services to one or more
other parties (each such party, a "Delegatee") selected by the Manager. Any
Delegatee may (but need not) be affiliated with the Manager.
2. As used in this Agreement, "Portfolio Management Services" means
management of the investment and reinvestment of the assets belonging to the
Portfolio, consisting specifically of the following:
(a) obtaining and evaluating such economic, statistical and financial
data and information and undertaking such additional investment research as
shall be necessary or advisable for the management of the investment and
reinvestment of the assets belonging to the Portfolio in accordance with
the Portfolio's investment objectives and policies;
(b) taking such steps as are necessary to implement the investment
policies of the Portfolio by purchasing and selling of securities,
including the placing of orders for such purchase and sale; and
(c) regularly reporting to the Board of Directors of the Fund with
respect to the implementation of the investment policies of the Portfolio.
3. As used in this Agreement, "Other Services" means the provision to the
Fund, by or at the expense of the Manager, of the following:
(a) office space in such place or places as may be agreed upon from
time to time by the Fund and the Manager, and all necessary office
supplies, facilities and equipment;
(b) necessary executive and other personnel for managing and
overseeing the affairs of the Portfolio, including personnel to perform
clerical, bookkeeping, accounting, stenographic and other office functions
(exclusive of those related to and to be performed under contract for
administration, accounting, custodial, transfer, dividend and plan agency
services by the entity or entities selected to perform such services);
(c) compensation, if any, of directors of the Fund who are directors,
officers or employees of the Manager, any Sub-Adviser or any Delegatee or
of any affiliated person (other than a registered investment company) of
the Manager, any Sub-Adviser or any Delegatee;
(d) all services, other than services of counsel, required in
connection with the preparation of registration statements and
prospectuses, including amendments and revisions thereto;
(e) supervision and oversight of the Portfolio Management Services
provided by each Sub-Adviser and Other Services provided by any Delegatee;
and
(f) oversight of all matters relating to compliance by the Fund with
applicable laws and with the Fund's investment policies, restrictions and
guidelines.
4. Nothing in section 3 hereof shall require the Manager to bear, or to
reimburse the Fund for:
(a) any of the costs of printing and mailing the items referred to in
sub-section (d) of this section 3;
(b) any of the costs of preparing, printing and distributing sales
literature;
(c) compensation of directors of the Fund who are not directors,
officers or employees of the Manager, any Sub-Adviser or any Delegatee or
of any affiliated person (other than a registered investment company) of
the Manager, any Sub-Adviser or any Delegatee;
(d) registration, filing and other fees in connection with
requirements of regulatory authorities;
(e) the charges and expenses of any entity appointed by the Fund for
administration, accounting, custodial, paying agent, shareholder servicing
and plan agent services;
(f) charges and expenses of independent accountants retained by the
Fund;
(g) charges and expenses of any transfer agents and registrars
appointed by the Fund;
(h) brokers' commissions and issue and transfer taxes chargeable to
the Fund in connection with securities transactions to which the Fund is a
party;
(i) taxes and fees payable by the Fund to federal, state or other
governmental agencies;
(j) any cost of certificates representing shares of the Fund;
(k) legal fees and expenses in connection with the affairs of the Fund
including registering and qualifying its shares with Federal and State
regulatory authorities;
(l) expenses of meetings of shareholders and directors of the Fund;
and
(m) interest, including interest on borrowings by the Fund.
5. All activities undertaken by the Manager or any Sub-Adviser or Delegatee
pursuant to this Agreement shall at all times be subject to the supervision and
control of the Board of Directors of the Fund, any duly constituted committee
thereof or any officer of the Fund acting pursuant to like authority.
6. The services to be provided by the Manager and any Sub-Adviser or
Delegatee hereunder are not to be deemed exclusive and the Manager and any
Sub-Adviser or Delegatee shall be free to render similar services to others, so
long as its services hereunder are not impaired thereby.
7. As full compensation for all services rendered, facilities furnished and
expenses borne by the Manager hereunder, the Fund shall pay the Manager
compensation at the annual rate of 0.73% of the first $1 billion of the average
daily net assets of the Portfolio and 0.65% of the excess over $1 billion of the
average daily net assets of the Portfolio. Such compensation shall be payable
monthly in arrears or at such other intervals, not less frequently than
quarterly, as the Board of Directors of the Fund may from time to time determine
and specify in writing to the Manager. The Manager hereby acknowledges that the
Fund's obligation to pay such compensation is binding only on the assets and
property belonging to the Portfolio.
8. Reserved.
9. It is understood that any of the shareholders, directors, officers,
employees and agents of the Fund may be a shareholder, director, officer,
employee or agent of, or be otherwise interested in, the Manager, any affiliated
person of the Manager, any organization in which the Manager may have an
interest or any organization which may have an interest in the Manager; that the
Manager, any such affiliated person or any such organization may have an
interest in the Fund; and that the existence of any such dual interest shall not
affect the validity hereof or of any transactions hereunder except as otherwise
provided in the articles of incorporation of the Fund, the limited liability
company agreement of the Manager or specific provisions of applicable law.
10. This Agreement shall become effective as of the date of its execution,
and
(a) unless otherwise terminated, this Agreement shall continue in
effect for a period of one year, and from year to year thereafter so long
as such continuance is specifically approved at least annually (i) by the
Board of Directors of the Fund or by vote of a majority of the outstanding
voting securities of the Portfolio, and (ii) by vote of a majority of the
directors of the Fund who are not interested persons of the Fund or the
Manager, cast in person at a meeting called for the purpose of voting on,
such approval;
(b) this Agreement may at any time be terminated on sixty days'
written notice to the Manager either by vote of the Board of Directors of
the Fund or by vote of a majority of the outstanding voting securities of
the Portfolio;
(c) this Agreement shall automatically terminate in the event of its
assignment; and
(d) this Agreement may be terminated by the Manager on ninety days'
written notice to the Fund.
Termination of this Agreement pursuant to this section 10 shall be without
the payment of any penalty.
11. This Agreement may be amended at any time by mutual consent of the
parties, provided that, if required by law (as may be modified by any exemptions
received by the Manager), such consent on the part of the Fund shall have been
approved by vote of a majority of the outstanding voting securities of the
Portfolio and by vote of a majority of the directors of the Fund who are not
interested persons of the Fund or the Manager, cast in person at a meeting
called for the purpose of voting on such approval.
12. For the purpose of this Agreement, the terms "vote of a majority of the
outstanding voting securities," "interested person," "affiliated person" and
"assignment" shall have their respective meanings defined in the 1940 Act,
subject, however, to such exemptions as may be granted by the Securities and
Exchange Commission under the 1940 Act. References in this Agreement to any
assets, property or liabilities "belonging to" the Portfolio shall have the
meaning defined in the Fund's articles of incorporation as amended from time to
time.
13. In the absence of willful misfeasance, bad faith or gross negligence on
the part of the Manager, or reckless disregard of its obligations and duties
hereunder, the Manager shall not be subject to any liability to the Fund, to any
shareholder of the Fund or to any other person, firm or organization, for any
act or omission in the course of, or connected with, rendering services
hereunder.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first above written.
METROPOLITAN SERIES FUND, INC., METLIFE ADVISERS, LLC
on behalf of its BlackRock Legacy
Large Cap Growth Portfolio
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
------------------------------- -------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Senior Vice President Chief Financial Officer and Treasurer
Exhibit 77Q1(e)(08)
METROPOLITAN SERIES FUND
AMENDED AND RESTATED ADVISORY AGREEMENT
(BLACKROCK MONEY MARKET PORTFOLIO)
AMENDED AND RESTATED AGREEMENT made this 30th day of April, 2012 by and between
METROPOLITAN SERIES FUND, a Delaware trust (the "Fund"), with respect to its
BLACKROCK MONEY MARKET PORTFOLIO (the "Portfolio"), and METLIFE ADVISERS, LLC, a
Delaware limited liability company (the "Manager").
WITNESSETH:
WHEREAS, the Fund and the Manager previously entered into an agreement (the
"Original Agreement") on behalf of its BlackRock Money Market Portfolio setting
forth the terms upon which the Manager (or certain other parties acting pursuant
to delegation from the Manager) would perform certain services for the
Portfolio;
WHEREAS, the Fund and the Manager wish to amend and restate the Original
Agreement to modify the services the Manager will perform for the Portfolio;
NOW THEREFORE, in consideration of the premises and covenants hereinafter
contained, the parties agree as follows:
1. (a) The Fund hereby employs the Manager to furnish the Fund with
Portfolio Management Services (as defined in Section 2 hereof) and Other
Services (as defined in Section 3 hereof), subject to the authority of the
Manager to delegate any or all of its responsibilities hereunder to other
parties as provided in Sections 1(b) and (c) hereof. The Manager hereby accepts
such employment and agrees, at its own expense, to furnish such services (either
directly or pursuant to delegation to other parties as permitted by Sections
1(b) and (c) hereof) and to assume the obligations herein set forth, for the
compensation herein provided. The Manager shall, unless otherwise expressly
provided or authorized, have no authority to act for or represent the Fund in
any way or otherwise be deemed an agent of the Fund.
(b) The Manager may delegate any or all of its responsibilities
hereunder with respect to the provision of Portfolio Management Services
(and assumption of related expenses) to one or more other parties (each
such party, a "Sub-Adviser"), pursuant in each case to a written agreement
with such Sub-Adviser that meets the requirements of Section 15 of the
Investment Company Act of 1940 and the rules thereunder (the "1940 Act")
applicable to contracts for service as investment adviser of a registered
investment company (including without limitation the requirements for
approval by the directors of the Fund and the shareholders of the
Portfolio), subject, however, to such exemptions as may be granted by the
Securities and Exchange Commission. Any Sub-Adviser may (but need not) be
affiliated with the Manager. If different Sub-Advisers are engaged to
provide Portfolio Management Services with respect to different segments of
the Portfolio, the Manager shall determine, in the manner described in the
prospectus of the Portfolio from time to time in effect, what portion of
the assets belonging to the Portfolio shall be managed by each Sub-Adviser.
(c) The Manager may delegate any or all of its responsibilities
hereunder with respect to the provision of Other Services to one or more
other parties (each such party, a "Delegatee") selected by the Manager. Any
Delegatee may (but need not) be affiliated with the Manager.
2. As used in this Agreement, "Portfolio Management Services" means
management of the investment and reinvestment of the assets belonging to the
Portfolio, consisting specifically of the following:
(a) obtaining and evaluating such economic, statistical and financial
data and information and undertaking such additional investment research as
shall be necessary or advisable for the management of the investment and
reinvestment of the assets belonging to the Portfolio in accordance with
the Portfolio's investment objectives and policies;
(b) taking such steps as are necessary to implement the investment
policies of the Portfolio by purchasing and selling of securities,
including the placing of orders for such purchase and sale; and
(c) regularly reporting to the Board of Directors of the Fund with
respect to the implementation of the investment policies of the Portfolio.
3. As used in this Agreement, "Other Services" means the provision to the
Fund, by or at the expense of the Manager, of the following:
(a) office space in such place or places as may be agreed upon from
time to time by the Fund and the Manager, and all necessary office
supplies, facilities and equipment;
(b) necessary executive and other personnel for managing and
overseeing the affairs of the Portfolio, including personnel to perform
clerical, bookkeeping, accounting, stenographic and other office functions
(exclusive of those related to and to be performed under contract for
administration, accounting, custodial, transfer, dividend and plan agency
services by the entity or entities selected to perform such services);
(c) compensation, if any, of directors of the Fund who are directors,
officers or employees of the Manager, any Sub-Adviser or any Delegatee or
of any affiliated person (other than a registered investment company) of
the Manager, any Sub-Adviser or any Delegatee;
(d) all services, other than services of counsel, required in
connection with the preparation of registration statements and
prospectuses, including amendments and revisions thereto;
(e) supervision and oversight of the Portfolio Management Services
provided by each Sub-Adviser and Other Services provided by any Delegatee;
and
(f) oversight of all matters relating to compliance by the Fund with
applicable laws and with the Fund's investment policies, restrictions and
guidelines.
4. Nothing in section 3 hereof shall require the Manager to bear, or to
reimburse the Fund for:
(a) any of the costs of printing and mailing the items referred to in
sub-section (d) of this section 3;
(b) any of the costs of preparing, printing and distributing sales
literature;
(c) compensation of directors of the Fund who are not directors,
officers or employees of the Manager, any Sub-Adviser or any Delegatee or
of any affiliated person (other than a registered investment company) of
the Manager, any Sub-Adviser or any Delegatee;
(d) registration, filing and other fees in connection with
requirements of regulatory authorities;
(e) the charges and expenses of any entity appointed by the Fund for
administration, accounting, custodial, paying agent, shareholder servicing
and plan agent services;
(f) charges and expenses of independent accountants retained by the
Fund;
(g) charges and expenses of any transfer agents and registrars
appointed by the Fund;
(h) brokers' commissions and issue and transfer taxes chargeable to
the Fund in connection with securities transactions to which the Fund is a
party;
(i) taxes and fees payable by the Fund to federal, state or other
governmental agencies;
(j) any cost of certificates representing shares of the Fund;
(k) legal fees and expenses in connection with the affairs of the Fund
including registering and qualifying its shares with Federal and State
regulatory authorities;
(l) expenses of meetings of shareholders and directors of the Fund;
and
(m) interest, including interest on borrowings by the Fund.
5. All activities undertaken by the Manager or any Sub-Adviser or Delegatee
pursuant to this Agreement shall at all times be subject to the supervision and
control of the Board of Directors of the Fund, any duly constituted committee
thereof or any officer of the Fund acting pursuant to like authority.
6. The services to be provided by the Manager and any Sub-Adviser or
Delegatee hereunder are not to be deemed exclusive and the Manager and any
Sub-Adviser or Delegatee shall be free to render similar services to others, so
long as its services hereunder are not impaired thereby.
7. As full compensation for all services rendered, facilities furnished and
expenses borne by the Manager hereunder, the Fund shall pay the Manager
compensation at the annual rate of 0.35% of the first $1 billion of the average
daily net assets of the Portfolio and 0.30% of the excess over $1 billion of the
average daily net assets of the Portfolio. Such compensation shall be payable
monthly in arrears or at such other intervals, not less frequently than
quarterly, as the Board of Directors of the Fund may from time to time determine
and specify in writing to the Manager. The Manager hereby acknowledges that the
Fund's obligation to pay such compensation is binding only on the assets and
property belonging to the Portfolio.
8. Reserved.
9. It is understood that any of the shareholders, directors, officers,
employees and agents of the Fund may be a shareholder, director, officer,
employee or agent of, or be otherwise interested in, the Manager, any affiliated
person of the Manager, any organization in which the Manager may have an
interest or any organization which may have an interest in the Manager; that the
Manager, any such affiliated person or any such organization may have an
interest in the Fund; and that the existence of any such dual interest shall not
affect the validity hereof or of any transactions hereunder except as otherwise
provided in the articles of incorporation of the Fund, the limited liability
company agreement of the Manager or specific provisions of applicable law.
10. This Agreement shall become effective as of the date of its execution,
and
(a) unless otherwise terminated, this Agreement shall continue in
effect for a period of one year, and from year to year thereafter so long
as such continuance is specifically approved at least annually (i) by the
Board of Directors of the Fund or by vote of a majority of the outstanding
voting securities of the Portfolio, and (ii) by vote of a majority of the
directors of the Fund who are not interested persons of the Fund or the
Manager, cast in person at a meeting called for the purpose of voting on,
such approval;
(b) this Agreement may at any time be terminated on sixty days'
written notice to the Manager either by vote of the Board of Directors of
the Fund or by vote of a majority of the outstanding voting securities of
the Portfolio;
(c) this Agreement shall automatically terminate in the event of its
assignment; and
(d) this Agreement may be terminated by the Manager on ninety days'
written notice to the Fund.
Termination of this Agreement pursuant to this section 10 shall be without
the payment of any penalty.
11. This Agreement may be amended at any time by mutual consent of the
parties, provided that, if required by law (as may be modified by any exemptions
received by the Manager), such consent on the part of the Fund shall have been
approved by vote of a majority of the outstanding voting securities of the
Portfolio and by vote of a majority of the directors of the Fund who are not
interested persons of the Fund or the Manager, cast in person at a meeting
called for the purpose of voting on such approval.
12. For the purpose of this Agreement, the terms "vote of a majority of the
outstanding voting securities," "interested person," "affiliated person" and
"assignment" shall have their respective meanings defined in the 1940 Act,
subject, however, to such exemptions as may be granted by the Securities and
Exchange Commission under the 1940 Act. References in this Agreement to any
assets, property or liabilities "belonging to" the Portfolio shall have the
meaning defined in the Fund's articles of incorporation as amended from time to
time.
13. In the absence of willful misfeasance, bad faith or gross negligence on
the part of the Manager, or reckless disregard of its obligations and duties
hereunder, the Manager shall not be subject to any liability to the Fund, to any
shareholder of the Fund or to any other person, firm or organization, for any
act or omission in the course of, or connected with, rendering services
hereunder.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first above written.
METROPOLITAN SERIES FUND, INC., METLIFE ADVISERS, LLC
on behalf of its BlackRock Money
Market Portfolio
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
------------------------------- ------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Senior Vice President Chief Financial Officer and Treasurer
Exhibit 77Q1(e)(09)
METROPOLITAN SERIES FUND
AMENDED AND RESTATED ADVISORY AGREEMENT
(▇▇▇▇▇ VENTURE VALUE PORTFOLIO)
AMENDED AND RESTATED AGREEMENT made this 30th day of April, 2012 by and between
METROPOLITAN SERIES FUND, a Delaware trust (the "Fund"), with respect to its
▇▇▇▇▇ VENTURE VALUE PORTFOLIO (the "Portfolio"), and METLIFE ADVISERS, LLC, a
Delaware limited liability company (the "Manager").
WITNESSETH:
WHEREAS, the Fund and the Manager previously entered into an agreement (the
"Original Agreement") on behalf of its ▇▇▇▇▇ Venture Value Portfolio setting
forth the terms upon which the Manager (or certain other parties acting pursuant
to delegation from the Manager) would perform certain services for the
Portfolio;
WHEREAS, the Fund and the Manager wish to amend and restate the Original
Agreement to modify the services the Manager will perform for the Portfolio;
NOW THEREFORE, in consideration of the premises and covenants hereinafter
contained, the parties agree as follows:
1. (a) The Fund hereby employs the Manager to furnish the Fund with
Portfolio Management Services (as defined in Section 2 hereof) and Other
Services (as defined in Section 3 hereof), subject to the authority of the
Manager to delegate any or all of its responsibilities hereunder to other
parties as provided in Sections 1(b) and (c) hereof. The Manager hereby accepts
such employment and agrees, at its own expense, to furnish such services (either
directly or pursuant to delegation to other parties as permitted by Sections
1(b) and (c) hereof) and to assume the obligations herein set forth, for the
compensation herein provided. The Manager shall, unless otherwise expressly
provided or authorized, have no authority to act for or represent the Fund in
any way or otherwise be deemed an agent of the Fund.
(b) The Manager may delegate any or all of its responsibilities
hereunder with respect to the provision of Portfolio Management Services
(and assumption of related expenses) to one or more other parties (each
such party, a "Sub-Adviser"), pursuant in each case to a written agreement
with such Sub-Adviser that meets the requirements of Section 15 of the
Investment Company Act of 1940 and the rules thereunder (the "1940 Act")
applicable to contracts for service as investment adviser of a registered
investment company (including without limitation the requirements for
approval by the directors of the Fund and the shareholders of the
Portfolio), subject, however, to such exemptions as may be granted by the
Securities and Exchange Commission. Any Sub-Adviser may (but need not) be
affiliated with the Manager. If different Sub-Advisers are engaged to
provide Portfolio Management Services with respect to different segments of
the Portfolio, the Manager shall determine, in the manner described in the
prospectus of the Portfolio from time to time in effect, what portion of
the assets belonging to the Portfolio shall be managed by each Sub-Adviser.
(c) The Manager may delegate any or all of its responsibilities
hereunder with respect to the provision of Other Services to one or more
other parties (each such party, a "Delegatee") selected by the Manager. Any
Delegatee may (but need not) be affiliated with the Manager.
2. As used in this Agreement, "Portfolio Management Services" means
management of the investment and reinvestment of the assets belonging to the
Portfolio, consisting specifically of the following:
(a) obtaining and evaluating such economic, statistical and financial
data and information and undertaking such additional investment research as
shall be necessary or advisable for the management of the investment and
reinvestment of the assets belonging to the Portfolio in accordance with
the Portfolio's investment objectives and policies;
(b) taking such steps as are necessary to implement the investment
policies of the Portfolio by purchasing and selling of securities,
including the placing of orders for such purchase and sale; and
(c) regularly reporting to the Board of Directors of the Fund with
respect to the implementation of the investment policies of the Portfolio.
3. As used in this Agreement, "Other Services" means the provision to the
Fund, by or at the expense of the Manager, of the following:
(a) office space in such place or places as may be agreed upon from
time to time by the Fund and the Manager, and all necessary office
supplies, facilities and equipment;
(b) necessary executive and other personnel for managing and
overseeing the affairs of the Portfolio, including personnel to perform
clerical, bookkeeping, accounting, stenographic and other office functions
(exclusive of those related to and to be performed under contract for
administration, accounting, custodial, transfer, dividend and plan agency
services by the entity or entities selected to perform such services);
(c) compensation, if any, of directors of the Fund who are directors,
officers or employees of the Manager, any Sub-Adviser or any Delegatee or
of any affiliated person (other than a registered investment company) of
the Manager, any Sub-Adviser or any Delegatee;
(d) all services, other than services of counsel, required in
connection with the preparation of registration statements and
prospectuses, including amendments and revisions thereto;
(e) supervision and oversight of the Portfolio Management Services
provided by each Sub-Adviser and Other Services provided by any Delegatee;
and
(f) oversight of all matters relating to compliance by the Fund with
applicable laws and with the Fund's investment policies, restrictions and
guidelines.
4. Nothing in section 3 hereof shall require the Manager to bear, or to
reimburse the Fund for:
(a) any of the costs of printing and mailing the items referred to in
sub-section (d) of this section 3;
(b) any of the costs of preparing, printing and distributing sales
literature;
(c) compensation of directors of the Fund who are not directors,
officers or employees of the Manager, any Sub-Adviser or any Delegatee or
of any affiliated person (other than a registered investment company) of
the Manager, any Sub-Adviser or any Delegatee;
(d) registration, filing and other fees in connection with
requirements of regulatory authorities;
(e) the charges and expenses of any entity appointed by the Fund for
administration, accounting, custodial, paying agent, shareholder servicing
and plan agent services;
(f) charges and expenses of independent accountants retained by the
Fund;
(g) charges and expenses of any transfer agents and registrars
appointed by the Fund;
(h) brokers' commissions and issue and transfer taxes chargeable to
the Fund in connection with securities transactions to which the Fund is a
party;
(i) taxes and fees payable by the Fund to federal, state or other
governmental agencies;
(j) any cost of certificates representing shares of the Fund;
(k) legal fees and expenses in connection with the affairs of the
Fund including registering and qualifying its shares with Federal and
State regulatory authorities;
(l) expenses of meetings of shareholders and directors of the Fund;
and
(m) interest, including interest on borrowings by the Fund.
5. All activities undertaken by the Manager or any Sub-Adviser or Delegatee
pursuant to this Agreement shall at all times be subject to the supervision and
control of the Board of Directors of the Fund, any duly constituted committee
thereof or any officer of the Fund acting pursuant to like authority.
6. The services to be provided by the Manager and any Sub-Adviser or
Delegatee hereunder are not to be deemed exclusive and the Manager and any
Sub-Adviser or Delegatee shall be free to render similar services to others, so
long as its services hereunder are not impaired thereby.
7. As full compensation for all services rendered, facilities furnished and
expenses borne by the Manager hereunder, the Fund shall pay the Manager
compensation at the annual rate of 0.75% of the first $1 billion of the average
daily net assets of the Portfolio, 0.70% of the next $2 billion of the average
daily net assets of the Portfolio and 0.65% of the excess over $3 billion of the
average daily net assets of the Portfolio. Such compensation shall be payable
monthly in arrears or at such other intervals, not less frequently than
quarterly, as the Board of Directors of the Fund may from time to time determine
and specify in writing to the Manager. The Manager hereby acknowledges that the
Fund's obligation to pay such compensation is binding only on the assets and
property belonging to the Portfolio.
8. Reserved.
9. It is understood that any of the shareholders, directors, officers,
employees and agents of the Fund may be a shareholder, director, officer,
employee or agent of, or be otherwise interested in, the Manager, any affiliated
person of the Manager, any organization in which the Manager may have an
interest or any organization which may have an interest in the Manager; that the
Manager, any such affiliated person or any such organization may have an
interest in the Fund; and that the existence of any such dual interest shall not
affect the validity hereof or of any transactions hereunder except as otherwise
provided in the articles of incorporation of the Fund, the limited liability
company agreement of the Manager or specific provisions of applicable law.
10. This Agreement shall become effective as of the date of its execution,
and
(a) unless otherwise terminated, this Agreement shall continue in
effect for a period of one year, and from year to year thereafter so long
as such continuance is specifically approved at least annually (i) by the
Board of Directors of the Fund or by vote of a majority of the outstanding
voting securities of the Portfolio, and (ii) by vote of a majority of the
directors of the Fund who are not interested persons of the Fund or the
Manager, cast in person at a meeting called for the purpose of voting on,
such approval;
(b) this Agreement may at any time be terminated on sixty days'
written notice to the Manager either by vote of the Board of Directors of
the Fund or by vote of a majority of the outstanding voting securities of
the Portfolio;
(c) this Agreement shall automatically terminate in the event of its
assignment; and
(d) this Agreement may be terminated by the Manager on ninety days'
written notice to the Fund.
Termination of this Agreement pursuant to this section 10 shall be without
the payment of any penalty.
11. This Agreement may be amended at any time by mutual consent of the
parties, provided that, if required by law (as may be modified by any exemptions
received by the Manager), such consent on the part of the Fund shall have been
approved by vote of a majority of the outstanding voting securities of the
Portfolio and by vote of a majority of the directors of the Fund who are not
interested persons of the Fund or the Manager, cast in person at a meeting
called for the purpose of voting on such approval.
12. For the purpose of this Agreement, the terms "vote of a majority of the
outstanding voting securities," "interested person," "affiliated person" and
"assignment" shall have their respective meanings defined in the 1940 Act,
subject, however, to such exemptions as may be granted by the Securities and
Exchange Commission under the 1940 Act. References in this Agreement to any
assets, property or liabilities "belonging to" the Portfolio shall have the
meaning defined in the Fund's articles of incorporation as amended from time to
time.
13. In the absence of willful misfeasance, bad faith or gross negligence on
the part of the Manager, or reckless disregard of its obligations and duties
hereunder, the Manager shall not be subject to any liability to the Fund, to any
shareholder of the Fund or to any other person, firm or organization, for any
act or omission in the course of, or connected with, rendering services
hereunder.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first above written.
METROPOLITAN SERIES FUND, INC., METLIFE ADVISERS, LLC
on behalf of its ▇▇▇▇▇ Venture
Value Portfolio
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
------------------------------- ------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Senior Vice President Chief Financial Officer and Treasurer
Exhibit 77Q1(e)(10)
METROPOLITAN SERIES FUND
AMENDED AND RESTATED ADVISORY AGREEMENT
(FI VALUE LEADERS PORTFOLIO)
AMENDED AND RESTATED AGREEMENT made this 30th day of April, 2012 by and between
METROPOLITAN SERIES FUND, a Delaware trust (the "Fund"), with respect to its FI
VALUE LEADERS PORTFOLIO (the "Portfolio"), and METLIFE ADVISERS, LLC, a Delaware
limited liability company (the "Manager").
WITNESSETH:
WHEREAS, the Fund and the Manager previously entered into an agreement (the
"Original Agreement") on behalf of its FI Value Leaders Portfolio setting forth
the terms upon which the Manager (or certain other parties acting pursuant to
delegation from the Manager) would perform certain services for the Portfolio;
WHEREAS, the Fund and the Manager wish to amend and restate the Original
Agreement to modify the services the Manager will perform for the Portfolio;
NOW THEREFORE, in consideration of the premises and covenants hereinafter
contained, the parties agree as follows:
1. (a) The Fund hereby employs the Manager to furnish the Fund with
Portfolio Management Services (as defined in Section 2 hereof) and Other
Services (as defined in Section 3 hereof), subject to the authority of the
Manager to delegate any or all of its responsibilities hereunder to other
parties as provided in Sections 1(b) and (c) hereof. The Manager hereby accepts
such employment and agrees, at its own expense, to furnish such services (either
directly or pursuant to delegation to other parties as permitted by Sections
1(b) and (c) hereof) and to assume the obligations herein set forth, for the
compensation herein provided. The Manager shall, unless otherwise expressly
provided or authorized, have no authority to act for or represent the Fund in
any way or otherwise be deemed an agent of the Fund.
(b) The Manager may delegate any or all of its responsibilities
hereunder with respect to the provision of Portfolio Management Services
(and assumption of related expenses) to one or more other parties (each
such party, a "Sub-Adviser"), pursuant in each case to a written agreement
with such Sub-Adviser that meets the requirements of Section 15 of the
Investment Company Act of 1940 and the rules thereunder (the "1940 Act")
applicable to contracts for service as investment adviser of a registered
investment company (including without limitation the requirements for
approval by the directors of the Fund and the shareholders of the
Portfolio), subject, however, to such exemptions as may be granted by the
Securities and Exchange Commission. Any Sub-Adviser may (but need not) be
affiliated with the Manager. If different Sub-Advisers are engaged to
provide Portfolio Management Services with respect to different segments of
the Portfolio, the Manager shall determine, in the manner described in the
prospectus of the Portfolio from time to time in effect, what portion of
the assets belonging to the Portfolio shall be managed by each Sub-Adviser.
(c) The Manager may delegate any or all of its responsibilities
hereunder with respect to the provision of Other Services to one or more
other parties (each such party, a "Delegatee") selected by the Manager. Any
Delegatee may (but need not) be affiliated with the Manager.
2. As used in this Agreement, "Portfolio Management Services" means
management of the investment and reinvestment of the assets belonging to the
Portfolio, consisting specifically of the following:
(a) obtaining and evaluating such economic, statistical and financial
data and information and undertaking such additional investment research as
shall be necessary or advisable for the management of the investment and
reinvestment of the assets belonging to the Portfolio in accordance with
the Portfolio's investment objectives and policies;
(b) taking such steps as are necessary to implement the investment
policies of the Portfolio by purchasing and selling of securities,
including the placing of orders for such purchase and sale; and
(c) regularly reporting to the Board of Directors of the Fund with
respect to the implementation of the investment policies of the Portfolio.
3. As used in this Agreement, "Other Services" means the provision to the
Fund, by or at the expense of the Manager, of the following:
(a) office space in such place or places as may be agreed upon from
time to time by the Fund and the Manager, and all necessary office
supplies, facilities and equipment;
(b) necessary executive and other personnel for managing and
overseeing the affairs of the Portfolio, including personnel to perform
clerical, bookkeeping, accounting, stenographic and other office functions
(exclusive of those related to and to be performed under contract for
administration, accounting, custodial, transfer, dividend and plan agency
services by the entity or entities selected to perform such services);
(c) compensation, if any, of directors of the Fund who are directors,
officers or employees of the Manager, any Sub-Adviser or any Delegatee or
of any affiliated person (other than a registered investment company) of
the Manager, any Sub-Adviser or any Delegatee;
(d) all services, other than services of counsel, required in
connection with the preparation of registration statements and
prospectuses, including amendments and revisions thereto;
(e) supervision and oversight of the Portfolio Management Services
provided by each Sub-Adviser and Other Services provided by any Delegatee;
and
(f) oversight of all matters relating to compliance by the Fund with
applicable laws and with the Fund's investment policies, restrictions and
guidelines.
4. Nothing in section 3 hereof shall require the Manager to bear, or to
reimburse the Fund for:
(a) any of the costs of printing and mailing the items referred to in
sub-section (d) of this section 3;
(b) any of the costs of preparing, printing and distributing sales
literature;
(c) compensation of directors of the Fund who are not directors,
officers or employees of the Manager, any Sub-Adviser or any Delegatee or
of any affiliated person (other than a registered investment company) of
the Manager, any Sub-Adviser or any Delegatee;
(d) registration, filing and other fees in connection with
requirements of regulatory authorities;
(e) the charges and expenses of any entity appointed by the Fund for
administration, accounting, custodial, paying agent, shareholder servicing
and plan agent services;
(f) charges and expenses of independent accountants retained by
the Fund;
(g) charges and expenses of any transfer agents and registrars
appointed by the Fund;
(h) brokers' commissions and issue and transfer taxes chargeable to
the Fund in connection with securities transactions to which the Fund is a
party;
(i) taxes and fees payable by the Fund to federal, state or other
governmental agencies;
(j) any cost of certificates representing shares of the Fund;
(k) legal fees and expenses in connection with the affairs of the Fund
including registering and qualifying its shares with Federal and State
regulatory authorities;
(l) expenses of meetings of shareholders and directors of the Fund; and
(m) interest, including interest on borrowings by the Fund.
5. All activities undertaken by the Manager or any Sub-Adviser or Delegatee
pursuant to this Agreement shall at all times be subject to the supervision and
control of the Board of Directors of the Fund, any duly constituted committee
thereof or any officer of the Fund acting pursuant to like authority.
6. The services to be provided by the Manager and any Sub-Adviser or
Delegatee hereunder are not to be deemed exclusive and the Manager and any
Sub-Adviser or Delegatee shall be free to render similar services to others, so
long as its services hereunder are not impaired thereby.
7. As full compensation for all services rendered, facilities furnished and
expenses borne by the Manager hereunder, the Fund shall pay the Manager
compensation at the annual rate of 0.70% of the first $200 million of the
average daily net assets of the Portfolio, 0.65% of the next $300 million of the
average daily net assets of the Portfolio, 0.60% of the next $1.5 billion of the
average daily net assets of the Portfolio, and 0.55% of the excess over $2
billion of the average daily net assets of the Portfolio. Such compensation
shall be payable monthly in arrears or at such other intervals, not less
frequently than quarterly, as the Board of Directors of the Fund may from time
to time determine and specify in writing to the Manager. The Manager hereby
acknowledges that the Fund's obligation to pay such compensation is binding only
on the assets and property belonging to the Portfolio.
8. Reserved.
9. It is understood that any of the shareholders, directors, officers,
employees and agents of the Fund may be a shareholder, director, officer,
employee or agent of, or be otherwise interested in, the Manager, any affiliated
person of the Manager, any organization in which the Manager may have an
interest or any organization which may have an interest in the Manager; that the
Manager, any such affiliated person or any such organization may have an
interest in the Fund; and that the existence of any such dual interest shall not
affect the validity hereof or of any transactions hereunder except as otherwise
provided in the articles of incorporation of the Fund, the limited liability
company agreement of the Manager or specific provisions of applicable law.
10. This Agreement shall become effective as of the date of its execution,
and
(a) unless otherwise terminated, this Agreement shall continue in
effect for a period of one year, and from year to year thereafter so long
as such continuance is specifically approved at least annually (i) by the
Board of Directors of the Fund or by vote of a majority of the outstanding
voting securities of the Portfolio, and (ii) by vote of a majority of the
directors of the Fund who are not interested persons of the Fund or the
Manager, cast in person at a meeting called for the purpose of voting on,
such approval;
(b) this Agreement may at any time be terminated on sixty days'
written notice to the Manager either by vote of the Board of Directors of
the Fund or by vote of a majority of the outstanding voting securities of
the Portfolio;
(c) this Agreement shall automatically terminate in the event of its
assignment; and
(d) this Agreement may be terminated by the Manager on ninety days'
written notice to the Fund.
Termination of this Agreement pursuant to this section 10 shall be without
the payment of any penalty.
11. This Agreement may be amended at any time by mutual consent of the
parties, provided that, if required by law (as may be modified by any exemptions
received by the Manager), such consent on the part of the Fund shall have been
approved by vote of a majority of the outstanding voting securities of the
Portfolio and by vote of a majority of the directors of the Fund who are not
interested persons of the Fund or the Manager, cast in person at a meeting
called for the purpose of voting on such approval.
12. For the purpose of this Agreement, the terms "vote of a majority of the
outstanding voting securities," "interested person," "affiliated person" and
"assignment" shall have their respective meanings defined in the 1940 Act,
subject, however, to such exemptions as may be granted by the Securities and
Exchange Commission under the 1940 Act. References in this Agreement to any
assets, property or liabilities "belonging to" the Portfolio shall have the
meaning defined in the Fund's articles of incorporation as amended from time to
time.
13. In the absence of willful misfeasance, bad faith or gross negligence on
the part of the Manager, or reckless disregard of its obligations and duties
hereunder, the Manager shall not be subject to any liability to the Fund, to any
shareholder of the Fund or to any other person, firm or organization, for any
act or omission in the course of, or connected with, rendering services
hereunder.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first above written.
METROPOLITAN SERIES FUND, INC., METLIFE ADVISERS, LLC
on behalf of its FI Value
Leaders Portfolio
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
---------------------------- -------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Senior Vice President Chief Financial Officer and Treasurer
Exhibit 77Q1(e)(11)
METROPOLITAN SERIES FUND
AMENDED AND RESTATED ADVISORY AGREEMENT
(▇▇▇▇▇▇▇▇ GROWTH PORTFOLIO)
AMENDED AND RESTATED AGREEMENT made this 30th day of April, 2012 by and between
METROPOLITAN SERIES FUND, a Delaware trust (the "Fund"), with respect to its
▇▇▇▇▇▇▇▇ GROWTH PORTFOLIO (the "Portfolio"), and METLIFE ADVISERS, LLC, a
Delaware limited liability company (the "Manager").
WITNESSETH:
WHEREAS, the Fund and the Manager previously entered into an agreement (the
"Original Agreement") on behalf of its ▇▇▇▇▇▇▇▇ Growth Portfolio setting forth
the terms upon which the Manager (or certain other parties acting pursuant to
delegation from the Manager) would perform certain services for the Portfolio;
WHEREAS, the Fund and the Manager wish to amend and restate the Original
Agreement to modify the services the Manager will perform for the Portfolio;
NOW THEREFORE, in consideration of the premises and covenants hereinafter
contained, the parties agree as follows:
1. (a) The Fund hereby employs the Manager to furnish the Fund with
Portfolio Management Services (as defined in Section 2 hereof) and Other
Services (as defined in Section 3 hereof), subject to the authority of the
Manager to delegate any or all of its responsibilities hereunder to other
parties as provided in Sections 1(b) and (c) hereof. The Manager hereby accepts
such employment and agrees, at its own expense, to furnish such services (either
directly or pursuant to delegation to other parties as permitted by Sections
1(b) and (c) hereof) and to assume the obligations herein set forth, for the
compensation herein provided. The Manager shall, unless otherwise expressly
provided or authorized, have no authority to act for or represent the Fund in
any way or otherwise be deemed an agent of the Fund.
(b) The Manager may delegate any or all of its responsibilities
hereunder with respect to the provision of Portfolio Management Services
(and assumption of related expenses) to one or more other parties (each
such party, a "Sub-Adviser"), pursuant in each case to a written agreement
with such Sub-Adviser that meets the requirements of Section 15 of the
Investment Company Act of 1940 and the rules thereunder (the "1940 Act")
applicable to contracts for service as investment adviser of a registered
investment company (including without limitation the requirements for
approval by the directors of the Fund and the shareholders of the
Portfolio), subject, however, to such exemptions as may be granted by the
Securities and Exchange Commission. Any Sub-Adviser may (but need not) be
affiliated with the Manager. If different Sub-Advisers are engaged to
provide Portfolio Management Services with respect to different segments of
the Portfolio, the Manager shall determine, in the manner described in the
prospectus of the Portfolio from time to time in effect, what portion of
the assets belonging to the Portfolio shall be managed by each Sub-Adviser.
(c) The Manager may delegate any or all of its responsibilities
hereunder with respect to the provision of Other Services to one or more
other parties (each such party, a "Delegatee") selected by the Manager. Any
Delegatee may (but need not) be affiliated with the Manager.
2. As used in this Agreement, "Portfolio Management Services" means
management of the investment and reinvestment of the assets belonging to the
Portfolio, consisting specifically of the following:
(a) obtaining and evaluating such economic, statistical and financial
data and information and undertaking such additional investment research as
shall be necessary or advisable for the management of the investment and
reinvestment of the assets belonging to the Portfolio in accordance with
the Portfolio's investment objectives and policies;
(b) taking such steps as are necessary to implement the investment
policies of the Portfolio by purchasing and selling of securities,
including the placing of orders for such purchase and sale; and
(c) regularly reporting to the Board of Directors of the Fund with
respect to the implementation of the investment policies of the Portfolio.
3. As used in this Agreement, "Other Services" means the provision to the
Fund, by or at the expense of the Manager, of the following:
(a) office space in such place or places as may be agreed upon from
time to time by the Fund and the Manager, and all necessary office
supplies, facilities and equipment;
(b) necessary executive and other personnel for managing and
overseeing the affairs of the Portfolio, including personnel to perform
clerical, bookkeeping, accounting, stenographic and other office functions
(exclusive of those related to and to be performed under contract for
administration, accounting, custodial, transfer, dividend and plan agency
services by the entity or entities selected to perform such services);
(c) compensation, if any, of directors of the Fund who are directors,
officers or employees of the Manager, any Sub-Adviser or any Delegatee or
of any affiliated person (other than a registered investment company) of
the Manager, any Sub-Adviser or any Delegatee;
(d) all services, other than services of counsel, required in
connection with the preparation of registration statements and
prospectuses, including amendments and revisions thereto;
(e) supervision and oversight of the Portfolio Management Services
provided by each Sub-Adviser and Other Services provided by any
Delegatee; and
(f) oversight of all matters relating to compliance by the Fund with
applicable laws and with the Fund's investment policies, restrictions and
guidelines.
4. Nothing in section 3 hereof shall require the Manager to bear, or to
reimburse the Fund for:
(a) any of the costs of printing and mailing the items referred to in
sub-section (d) of this section 3;
(b) any of the costs of preparing, printing and distributing sales
literature;
(c) compensation of directors of the Fund who are not directors,
officers or employees of the Manager, any Sub-Adviser or any Delegatee or
of any affiliated person (other than a registered investment company) of
the Manager, any Sub-Adviser or any Delegatee;
(d) registration, filing and other fees in connection with
requirements of regulatory authorities;
(e) the charges and expenses of any entity appointed by the Fund for
administration, accounting, custodial, paying agent, shareholder servicing
and plan agent services;
(f) charges and expenses of independent accountants retained by
the Fund;
(g) charges and expenses of any transfer agents and registrars
appointed by the Fund;
(h) brokers' commissions and issue and transfer taxes chargeable to
the Fund in connection with securities transactions to which the Fund is a
party;
(i) taxes and fees payable by the Fund to federal, state or other
governmental agencies;
(j) any cost of certificates representing shares of the Fund;
(k) legal fees and expenses in connection with the affairs of the Fund
including registering and qualifying its shares with Federal and State
regulatory authorities;
(l) expenses of meetings of shareholders and directors of the Fund;
and
(m) interest, including interest on borrowings by the Fund.
5. All activities undertaken by the Manager or any Sub-Adviser or Delegatee
pursuant to this Agreement shall at all times be subject to the supervision and
control of the Board of Directors of the Fund, any duly constituted committee
thereof or any officer of the Fund acting pursuant to like authority.
6. The services to be provided by the Manager and any Sub-Adviser or
Delegatee hereunder are not to be deemed exclusive and the Manager and any
Sub-Adviser or Delegatee shall be free to render similar services to others, so
long as its services hereunder are not impaired thereby.
7. As full compensation for all services rendered, facilities furnished and
expenses borne by the Manager hereunder, the Fund shall pay the Manager
compensation at the annual rate of 0.70% of the first $200 million of the
average daily net assets of the Portfolio, 0.65% of the next $300 million of the
average daily net assets of the Portfolio, 0.60% of the next $1.5 billion of the
average daily net assets of the Portfolio, and 0.55% of the excess over $2
billion of the average daily net assets of the Portfolio. Such compensation
shall be payable monthly in arrears or at such other intervals, not less
frequently than quarterly, as the Board of Directors of the Fund may from time
to time determine and specify in writing to the Manager. The Manager hereby
acknowledges that the Fund's obligation to pay such compensation is binding only
on the assets and property belonging to the Portfolio.
8. Reserved.
9. It is understood that any of the shareholders, directors, officers,
employees and agents of the Fund may be a shareholder, director, officer,
employee or agent of, or be otherwise interested in, the Manager, any affiliated
person of the Manager, any organization in which the Manager may have an
interest or any organization which may have an interest in the Manager; that the
Manager, any such affiliated person or any such organization may have an
interest in the Fund; and that the existence of any such dual interest shall not
affect the validity hereof or of any transactions hereunder except as otherwise
provided in the articles of incorporation of the Fund, the limited liability
company agreement of the Manager or specific provisions of applicable law.
10. This Agreement shall become effective as of the date of its execution,
and
(a) unless otherwise terminated, this Agreement shall continue in
effect for a period of one year, and from year to year thereafter so long
as such continuance is specifically approved at least annually (i) by the
Board of Directors of the Fund or by vote of a majority of the outstanding
voting securities of the Portfolio, and (ii) by vote of a majority of the
directors of the Fund who are not interested persons of the Fund or the
Manager, cast in person at a meeting called for the purpose of voting on,
such approval;
(b) this Agreement may at any time be terminated on sixty days'
written notice to the Manager either by vote of the Board of Directors of
the Fund or by vote of a majority of the outstanding voting securities of
the Portfolio;
(c) this Agreement shall automatically terminate in the event of its
assignment; and
(d) this Agreement may be terminated by the Manager on ninety days'
written notice to the Fund.
Termination of this Agreement pursuant to this section 10 shall be without
the payment of any penalty.
11. This Agreement may be amended at any time by mutual consent of the
parties, provided that, if required by law (as may be modified by any exemptions
received by the Manager), such consent on the part of the Fund shall have been
approved by vote of a majority of the outstanding voting securities of the
Portfolio and by vote of a majority of the directors of the Fund who are not
interested persons of the Fund or the Manager, cast in person at a meeting
called for the purpose of voting on such approval.
12. For the purpose of this Agreement, the terms "vote of a majority of the
outstanding voting securities," "interested person," "affiliated person" and
"assignment" shall have their respective meanings defined in the 1940 Act,
subject, however, to such exemptions as may be granted by the Securities and
Exchange Commission under the 1940 Act. References in this Agreement to any
assets, property or liabilities "belonging to" the Portfolio shall have the
meaning defined in the Fund's articles of incorporation as amended from time to
time.
13. In the absence of willful misfeasance, bad faith or gross negligence on
the part of the Manager, or reckless disregard of its obligations and duties
hereunder, the Manager shall not be subject to any liability to the Fund, to any
shareholder of the Fund or to any other person, firm or organization, for any
act or omission in the course of, or connected with, rendering services
hereunder.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first above written.
METROPOLITAN SERIES FUND, INC., METLIFE ADVISERS, LLC
on behalf of its ▇▇▇▇▇▇▇▇
Growth Portfolio
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
----------------------------- -----------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Senior Vice President Chief Financial Officer and Treasurer
Exhibit 77Q1(e)(12)
METROPOLITAN SERIES FUND
AMENDED AND RESTATED ADVISORY AGREEMENT
(▇▇▇▇▇▇ ▇▇▇▇▇▇ SMALL CAP CORE PORTFOLIO)
AMENDED AND RESTATED AGREEMENT made this 30th day of April, 2012 by and between
METROPOLITAN SERIES FUND, a Delaware trust (the "Fund"), with respect to its
▇▇▇▇▇▇ ▇▇▇▇▇▇ SMALL CAP CORE PORTFOLIO (the "Portfolio"), and METLIFE ADVISERS,
LLC, a Delaware limited liability company (the "Manager").
WITNESSETH:
WHEREAS, the Fund and the Manager previously entered into an agreement (the
"Original Agreement") on behalf of its ▇▇▇▇▇▇ ▇▇▇▇▇▇ Small Cap Core Portfolio
setting forth the terms upon which the Manager (or certain other parties acting
pursuant to delegation from the Manager) would perform certain services for the
Portfolio;
WHEREAS, the Fund and the Manager wish to amend and restate the Original
Agreement to modify the services the Manager will perform for the Portfolio;
NOW THEREFORE, in consideration of the premises and covenants hereinafter
contained, the parties agree as follows:
1. (a) The Fund hereby employs the Manager to furnish the Fund with
Portfolio Management Services (as defined in Section 2 hereof) and Other
Services (as defined in Section 3 hereof), subject to the authority of the
Manager to delegate any or all of its responsibilities hereunder to other
parties as provided in Sections 1(b) and (c) hereof. The Manager hereby accepts
such employment and agrees, at its own expense, to furnish such services (either
directly or pursuant to delegation to other parties as permitted by Sections
1(b) and (c) hereof) and to assume the obligations herein set forth, for the
compensation herein provided. The Manager shall, unless otherwise expressly
provided or authorized, have no authority to act for or represent the Fund in
any way or otherwise be deemed an agent of the Fund.
(b) The Manager may delegate any or all of its responsibilities
hereunder with respect to the provision of Portfolio Management Services
(and assumption of related expenses) to one or more other parties (each
such party, a "Sub-Adviser"), pursuant in each case to a written agreement
with such Sub-Adviser that meets the requirements of Section 15 of the
Investment Company Act of 1940 and the rules thereunder (the "1940 Act")
applicable to contracts for service as investment adviser of a registered
investment company (including without limitation the requirements for
approval by the directors of the Fund and the shareholders of the
Portfolio), subject, however, to such exemptions as may be granted by the
Securities and Exchange Commission. Any Sub-Adviser may (but need not) be
affiliated with the Manager. If different Sub-Advisers are
engaged to provide Portfolio Management Services with respect to different
segments of the Portfolio, the Manager shall determine, in the manner described
in the prospectus of the Portfolio from time to time in effect, what portion of
the assets belonging to the Portfolio shall be managed by each Sub-Adviser.
(c) The Manager may delegate any or all of its responsibilities
hereunder with respect to the provision of Other Services to one or more
other parties (each such party, a "Delegatee") selected by the Manager. Any
Delegatee may (but need not) be affiliated with the Manager.
2. As used in this Agreement, "Portfolio Management Services" means
management of the investment and reinvestment of the assets belonging to the
Portfolio, consisting specifically of the following:
(a) obtaining and evaluating such economic, statistical and financial
data and information and undertaking such additional investment research as
shall be necessary or advisable for the management of the investment and
reinvestment of the assets belonging to the Portfolio in accordance with
the Portfolio's investment objectives and policies;
(b) taking such steps as are necessary to implement the investment
policies of the Portfolio by purchasing and selling of securities,
including the placing of orders for such purchase and sale; and
(c) regularly reporting to the Board of Directors of the Fund with
respect to the implementation of the investment policies of the Portfolio.
3. As used in this Agreement, "Other Services" means the provision to the
Fund, by or at the expense of the Manager, of the following:
(a) office space in such place or places as may be agreed upon from
time to time by the Fund and the Manager, and all necessary office
supplies, facilities and equipment;
(b) necessary executive and other personnel for managing and
overseeing the affairs of the Portfolio, including personnel to perform
clerical, bookkeeping, accounting, stenographic and other office functions
(exclusive of those related to and to be performed under contract for
administration, accounting, custodial, transfer, dividend and plan agency
services by the entity or entities selected to perform such services);
(c) compensation, if any, of directors of the Fund who are directors,
officers or employees of the Manager, any Sub-Adviser or any Delegatee or
of any affiliated person (other than a registered investment company) of
the Manager, any Sub-Adviser or any Delegatee;
(d) all services, other than services of counsel, required in
connection with the preparation of registration statements and
prospectuses, including amendments and revisions thereto;
(e) supervision and oversight of the Portfolio Management Services
provided by each Sub-Adviser and Other Services provided by any
Delegatee; and
(f) oversight of all matters relating to compliance by the Fund with
applicable laws and with the Fund's investment policies, restrictions and
guidelines.
4. Nothing in section 3 hereof shall require the Manager to bear, or to
reimburse the Fund for:
(a) any of the costs of printing and mailing the items referred to in
sub-section (d) of this section 3;
(b) any of the costs of preparing, printing and distributing sales
literature;
(c) compensation of directors of the Fund who are not directors,
officers or employees of the Manager, any Sub-Adviser or any Delegatee or
of any affiliated person (other than a registered investment company) of
the Manager, any Sub-Adviser or any Delegatee;
(d) registration, filing and other fees in connection with
requirements of regulatory authorities;
(e) the charges and expenses of any entity appointed by the Fund for
administration, accounting, custodial, paying agent, shareholder servicing
and plan agent services;
(f) charges and expenses of independent accountants retained by the
Fund;
(g) charges and expenses of any transfer agents and registrars
appointed by the Fund;
(h) brokers' commissions and issue and transfer taxes chargeable to
the Fund in connection with securities transactions to which the Fund is a
party;
(i) taxes and fees payable by the Fund to federal, state or other
governmental agencies;
(j) any cost of certificates representing shares of the Fund;
(k) legal fees and expenses in connection with the affairs of the Fund
including registering and qualifying its shares with Federal and State
regulatory authorities;
(l) expenses of meetings of shareholders and directors of the Fund;
and
(m) interest, including interest on borrowings by the Fund.
5. All activities undertaken by the Manager or any Sub-Adviser or Delegatee
pursuant to this Agreement shall at all times be subject to the supervision and
control of the Board of Directors of the Fund, any duly constituted committee
thereof or any officer of the Fund acting pursuant to like authority.
6. The services to be provided by the Manager and any Sub-Adviser or
Delegatee hereunder are not to be deemed exclusive and the Manager and any
Sub-Adviser or Delegatee shall be free to render similar services to others, so
long as its services hereunder are not impaired thereby.
7. As full compensation for all services rendered, facilities furnished and
expenses borne by the Manager hereunder, the Fund shall pay the Manager
compensation at the annual rate of 0.90% of the first $500 million of the
average daily net assets of the Portfolio and 0.85% of the excess over $500
million of the average daily net assets of the Portfolio. Such compensation
shall be payable monthly in arrears or at such other intervals, not less
frequently than quarterly, as the Board of Directors of the Fund may from time
to time determine and specify in writing to the Manager. The Manager hereby
acknowledges that the Fund's obligation to pay such compensation is binding only
on the assets and property belonging to the Portfolio.
8. Reserved.
9. It is understood that any of the shareholders, directors, officers,
employees and agents of the Fund may be a shareholder, director, officer,
employee or agent of, or be otherwise interested in, the Manager, any affiliated
person of the Manager, any organization in which the Manager may have an
interest or any organization which may have an interest in the Manager; that the
Manager, any such affiliated person or any such organization may have an
interest in the Fund; and that the existence of any such dual interest shall not
affect the validity hereof or of any transactions hereunder except as otherwise
provided in the articles of incorporation of the Fund, the limited liability
company agreement of the Manager or specific provisions of applicable law.
10. This Agreement shall become effective as of the date of its execution,
and
(a) unless otherwise terminated, this Agreement shall continue in
effect for a period of one year, and from year to year thereafter so long
as such continuance is specifically approved at least annually (i) by the
Board of Directors of the Fund or by vote of a majority of the outstanding
voting securities of the Portfolio, and (ii) by vote of a majority of the
directors of the Fund who are not interested persons of the Fund or the
Manager, cast in person at a meeting called for the purpose of voting on,
such approval;
(b) this Agreement may at any time be terminated on sixty days'
written notice to the Manager either by vote of the Board of Directors of
the Fund or by vote of a majority of the outstanding voting securities of
the Portfolio;
(c) this Agreement shall automatically terminate in the event of its
assignment; and
(d) this Agreement may be terminated by the Manager on ninety days'
written notice to the Fund.
Termination of this Agreement pursuant to this section 10 shall be without
the payment of any penalty.
11. This Agreement may be amended at any time by mutual consent of the
parties, provided that, if required by law (as may be modified by any exemptions
received by the Manager), such consent on the part of the Fund shall have been
approved by vote of a majority of the outstanding voting securities of the
Portfolio and by vote of a majority of the directors of the Fund who are not
interested persons of the Fund or the Manager, cast in person at a meeting
called for the purpose of voting on such approval.
12. For the purpose of this Agreement, the terms "vote of a majority of the
outstanding voting securities," "interested person," "affiliated person" and
"assignment" shall have their respective meanings defined in the 1940 Act,
subject, however, to such exemptions as may be granted by the Securities and
Exchange Commission under the 1940 Act. References in this Agreement to any
assets, property or liabilities "belonging to" the Portfolio shall have the
meaning defined in the Fund's articles of incorporation as amended from time to
time.
13. In the absence of willful misfeasance, bad faith or gross negligence on
the part of the Manager, or reckless disregard of its obligations and duties
hereunder, the Manager shall not be subject to any liability to the Fund, to any
shareholder of the Fund or to any other person, firm or organization, for any
act or omission in the course of, or connected with, rendering services
hereunder.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first above written.
METROPOLITAN SERIES FUND, INC., METLIFE ADVISERS, LLC
on behalf of its ▇▇▇▇▇▇ ▇▇▇▇▇▇
Small Cap Core Portfolio
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
----------------------------- ----------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Senior Vice President Chief Financial Officer and Treasurer
Exhibit 77Q1(e)(13)
METROPOLITAN SERIES FUND
AMENDED AND RESTATED ADVISORY AGREEMENT
(▇▇▇▇▇▇ ▇▇▇▇▇▇ SMALL CAP GROWTH PORTFOLIO)
AMENDED AND RESTATED AGREEMENT made this 30th day of April, 2012 by and between
METROPOLITAN SERIES FUND, a Delaware trust (the "Fund"), with respect to its
▇▇▇▇▇▇ ▇▇▇▇▇▇ SMALL CAP GROWTH PORTFOLIO (the "Portfolio"), and METLIFE
ADVISERS, LLC, a Delaware limited liability company (the "Manager").
WITNESSETH:
WHEREAS, the Fund and the Manager previously entered into an agreement (the
"Original Agreement") on behalf of its ▇▇▇▇▇▇ ▇▇▇▇▇▇ Small Cap Growth Portfolio
setting forth the terms upon which the Manager (or certain other parties acting
pursuant to delegation from the Manager) would perform certain services for the
Portfolio;
WHEREAS, the Fund and the Manager wish to amend and restate the Original
Agreement to modify the services the Manager will perform for the Portfolio;
NOW THEREFORE, in consideration of the premises and covenants hereinafter
contained, the parties agree as follows:
1. (a) The Fund hereby employs the Manager to furnish the Fund with
Portfolio Management Services (as defined in Section 2 hereof) and Other
Services (as defined in Section 3 hereof), subject to the authority of the
Manager to delegate any or all of its responsibilities hereunder to other
parties as provided in Sections 1(b) and (c) hereof. The Manager hereby accepts
such employment and agrees, at its own expense, to furnish such services (either
directly or pursuant to delegation to other parties as permitted by Sections
1(b) and (c) hereof) and to assume the obligations herein set forth, for the
compensation herein provided. The Manager shall, unless otherwise expressly
provided or authorized, have no authority to act for or represent the Fund in
any way or otherwise be deemed an agent of the Fund.
(b) The Manager may delegate any or all of its responsibilities
hereunder with respect to the provision of Portfolio Management Services
(and assumption of related expenses) to one or more other parties (each
such party, a "Sub-Adviser"), pursuant in each case to a written agreement
with such Sub-Adviser that meets the requirements of Section 15 of the
Investment Company Act of 1940 and the rules thereunder (the "1940 Act")
applicable to contracts for service as investment adviser of a registered
investment company (including without limitation the requirements for
approval by the directors of the Fund and the shareholders of the
Portfolio), subject, however, to such exemptions as may be granted by the
Securities and Exchange Commission. Any Sub-Adviser may (but need not) be
affiliated with the Manager. If different Sub-Advisers are engaged to
provide Portfolio Management Services with respect to different segments of
the Portfolio, the Manager shall determine, in the manner described in the
prospectus of the Portfolio from time to time in effect, what portion of
the assets belonging to the Portfolio shall be managed by each Sub-Adviser.
(c) The Manager may delegate any or all of its responsibilities
hereunder with respect to the provision of Other Services to one or more
other parties (each such party, a "Delegatee") selected by the Manager. Any
Delegatee may (but need not) be affiliated with the Manager.
2. As used in this Agreement, "Portfolio Management Services" means
management of the investment and reinvestment of the assets belonging to the
Portfolio, consisting specifically of the following:
(a) obtaining and evaluating such economic, statistical and financial
data and information and undertaking such additional investment research as
shall be necessary or advisable for the management of the investment and
reinvestment of the assets belonging to the Portfolio in accordance with
the Portfolio's investment objectives and policies;
(b) taking such steps as are necessary to implement the investment
policies of the Portfolio by purchasing and selling of securities,
including the placing of orders for such purchase and sale; and
(c) regularly reporting to the Board of Directors of the Fund with
respect to the implementation of the investment policies of the Portfolio.
3. As used in this Agreement, "Other Services" means the provision to the
Fund, by or at the expense of the Manager, of the following:
(a) office space in such place or places as may be agreed upon from
time to time by the Fund and the Manager, and all necessary office
supplies, facilities and equipment;
(b) necessary executive and other personnel for managing and
overseeing the affairs of the Portfolio, including personnel to perform
clerical, bookkeeping, accounting, stenographic and other office functions
(exclusive of those related to and to be performed under contract for
administration, accounting, custodial, transfer, dividend and plan agency
services by the entity or entities selected to perform such services);
(c) compensation, if any, of directors of the Fund who are directors,
officers or employees of the Manager, any Sub-Adviser or any Delegatee or
of any affiliated person (other than a registered investment company) of
the Manager, any Sub-Adviser or any Delegatee;
(d) all services, other than services of counsel, required in
connection with the preparation of registration statements and
prospectuses, including amendments and revisions thereto;
(e) supervision and oversight of the Portfolio Management Services
provided by each Sub-Adviser and Other Services provided by any Delegatee;
and
(f) oversight of all matters relating to compliance by the Fund with
applicable laws and with the Fund's investment policies, restrictions and
guidelines.
4. Nothing in section 3 hereof shall require the Manager to bear, or to
reimburse the Fund for:
(a) any of the costs of printing and mailing the items referred to in
sub-section (d) of this section 3;
(b) any of the costs of preparing, printing and distributing sales
literature;
(c) compensation of directors of the Fund who are not directors,
officers or employees of the Manager, any Sub-Adviser or any Delegatee or
of any affiliated person (other than a registered investment company) of
the Manager, any Sub-Adviser or any Delegatee;
(d) registration, filing and other fees in connection with
requirements of regulatory authorities;
(e) the charges and expenses of any entity appointed by the Fund for
administration, accounting, custodial, paying agent, shareholder servicing
and plan agent services;
(f) charges and expenses of independent accountants retained by the
Fund;
(g) charges and expenses of any transfer agents and registrars
appointed by the Fund;
(h) brokers' commissions and issue and transfer taxes chargeable to
the Fund in connection with securities transactions to which the Fund is a
party;
(i) taxes and fees payable by the Fund to federal, state or other
governmental agencies;
(j) any cost of certificates representing shares of the Fund;
(k) legal fees and expenses in connection with the affairs of the Fund
including registering and qualifying its shares with Federal and State
regulatory authorities;
(l) expenses of meetings of shareholders and directors of the Fund;
and
(m) interest, including interest on borrowings by the Fund.
5. All activities undertaken by the Manager or any Sub-Adviser or Delegatee
pursuant to this Agreement shall at all times be subject to the supervision and
control of the Board of Directors of the Fund, any duly constituted committee
thereof or any officer of the Fund acting pursuant to like authority.
6. The services to be provided by the Manager and any Sub-Adviser or
Delegatee hereunder are not to be deemed exclusive and the Manager and any
Sub-Adviser or Delegatee shall be free to render similar services to others, so
long as its services hereunder are not impaired thereby.
7. As full compensation for all services rendered, facilities furnished and
expenses borne by the Manager hereunder, the Fund shall pay the Manager
compensation at the annual rate of 0.90% of the first $500 million of the
average daily net assets of the Portfolio and 0.85% of the excess over $500
million of the average daily net assets of the Portfolio. Such compensation
shall be payable monthly in arrears or at such other intervals, not less
frequently than quarterly, as the Board of Directors of the Fund may from time
to time determine and specify in writing to the Manager. The Manager hereby
acknowledges that the Fund's obligation to pay such compensation is binding only
on the assets and property belonging to the Portfolio.
8. Reserved.
9. It is understood that any of the shareholders, directors, officers,
employees and agents of the Fund may be a shareholder, director, officer,
employee or agent of, or be otherwise interested in, the Manager, any affiliated
person of the Manager, any organization in which the Manager may have an
interest or any organization which may have an interest in the Manager; that the
Manager, any such affiliated person or any such organization may have an
interest in the Fund; and that the existence of any such dual interest shall not
affect the validity hereof or of any transactions hereunder except as otherwise
provided in the articles of incorporation of the Fund, the limited liability
company agreement of the Manager or specific provisions of applicable law.
10. This Agreement shall become effective as of the date of its execution,
and
(a) unless otherwise terminated, this Agreement shall continue in
effect for a period of one year, and from year to year thereafter so long
as such continuance is specifically approved at least annually (i) by the
Board of Directors of the Fund or by vote of a majority of the outstanding
voting securities of the Portfolio, and (ii) by vote of a majority of the
directors of the Fund who are not interested persons of the Fund or the
Manager, cast in person at a meeting called for the purpose of voting on,
such approval;
(b) this Agreement may at any time be terminated on sixty days'
written notice to the Manager either by vote of the Board of Directors of
the Fund or by vote of a majority of the outstanding voting securities of
the Portfolio;
(c) this Agreement shall automatically terminate in the event of its
assignment; and
(d) this Agreement may be terminated by the Manager on ninety days'
written notice to the Fund.
Termination of this Agreement pursuant to this section 10 shall be without
the payment of any penalty.
11. This Agreement may be amended at any time by mutual consent of the
parties, provided that, if required by law (as may be modified by any exemptions
received by the Manager), such consent on the part of the Fund shall have been
approved by vote of a majority of the outstanding voting securities of the
Portfolio and by vote of a majority of the directors of the Fund who are not
interested persons of the Fund or the Manager, cast in person at a meeting
called for the purpose of voting on such approval.
12. For the purpose of this Agreement, the terms "vote of a majority of the
outstanding voting securities," "interested person," "affiliated person" and
"assignment" shall have their respective meanings defined in the 1940 Act,
subject, however, to such exemptions as may be granted by the Securities and
Exchange Commission under the 1940 Act. References in this Agreement to any
assets, property or liabilities "belonging to" the Portfolio shall have the
meaning defined in the Fund's articles of incorporation as amended from time to
time.
13. In the absence of willful misfeasance, bad faith or gross negligence on
the part of the Manager, or reckless disregard of its obligations and duties
hereunder, the Manager shall not be subject to any liability to the Fund, to any
shareholder of the Fund or to any other person, firm or organization, for any
act or omission in the course of, or connected with, rendering services
hereunder.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first above written.
METROPOLITAN SERIES FUND, INC., METLIFE ADVISERS, LLC
on behalf of its ▇▇▇▇▇▇ ▇▇▇▇▇▇
Small Cap Growth Portfolio
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
----------------------------- --------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Senior Vice President Chief Financial Officer and Treasurer
Exhibit 77Q1(e)(14)
METROPOLITAN SERIES FUND
AMENDED AND RESTATED ADVISORY AGREEMENT
(MET/ARTISAN MID CAP VALUE PORTFOLIO)
AMENDED AND RESTATED AGREEMENT made this 30th day of April, 2012 by and between
METROPOLITAN SERIES FUND, a Delaware trust (the "Fund"), with respect to its
MET/ARTISAN MID CAP VALUE PORTFOLIO (the "Portfolio"), and METLIFE ADVISERS,
LLC, a Delaware limited liability company (the "Manager").
WITNESSETH:
WHEREAS, the Fund and the Manager previously entered into an agreement (the
"Original Agreement") on behalf of its Met/Artisan Mid Cap Value Portfolio
setting forth the terms upon which the Manager (or certain other parties acting
pursuant to delegation from the Manager) would perform certain services for the
Portfolio;
WHEREAS, the Fund and the Manager wish to amend and restate the Original
Agreement to modify the services the Manager will perform for the Portfolio;
NOW THEREFORE, in consideration of the premises and covenants hereinafter
contained, the parties agree as follows:
1. (a) The Fund hereby employs the Manager to furnish the Fund with
Portfolio Management Services (as defined in Section 2 hereof) and Other
Services (as defined in Section 3 hereof), subject to the authority of the
Manager to delegate any or all of its responsibilities hereunder to other
parties as provided in Sections 1(b) and (c) hereof. The Manager hereby accepts
such employment and agrees, at its own expense, to furnish such services (either
directly or pursuant to delegation to other parties as permitted by Sections
1(b) and (c) hereof) and to assume the obligations herein set forth, for the
compensation herein provided. The Manager shall, unless otherwise expressly
provided or authorized, have no authority to act for or represent the Fund in
any way or otherwise be deemed an agent of the Fund.
(b) The Manager may delegate any or all of its responsibilities
hereunder with respect to the provision of Portfolio Management Services
(and assumption of related expenses) to one or more other parties (each
such party, a "Sub-Adviser"), pursuant in each case to a written agreement
with such Sub-Adviser that meets the requirements of Section 15 of the
Investment Company Act of 1940 and the rules thereunder (the "1940 Act")
applicable to contracts for service as investment adviser of a registered
investment company (including without limitation the requirements for
approval by the directors of the Fund and the shareholders of the
Portfolio), subject, however, to such exemptions as may be granted by the
Securities and Exchange Commission. Any Sub-Adviser may (but need not) be
affiliated with the Manager. If different Sub-Advisers are engaged to
provide Portfolio Management Services with respect to different segments of
the Portfolio, the Manager shall determine, in the manner described in the
prospectus of the Portfolio from time to time in effect, what portion of
the assets belonging to the Portfolio shall be managed by each Sub-Adviser.
(c) The Manager may delegate any or all of its responsibilities
hereunder with respect to the provision of Other Services to one or more
other parties (each such party, a "Delegatee") selected by the Manager. Any
Delegatee may (but need not) be affiliated with the Manager.
2. As used in this Agreement, "Portfolio Management Services" means
management of the investment and reinvestment of the assets belonging to the
Portfolio, consisting specifically of the following:
(a) obtaining and evaluating such economic, statistical and financial
data and information and undertaking such additional investment research as
shall be necessary or advisable for the management of the investment and
reinvestment of the assets belonging to the Portfolio in accordance with
the Portfolio's investment objectives and policies;
(b) taking such steps as are necessary to implement the investment
policies of the Portfolio by purchasing and selling of securities,
including the placing of orders for such purchase and sale; and
(c) regularly reporting to the Board of Directors of the Fund with
respect to the implementation of the investment policies of the Portfolio.
3. As used in this Agreement, "Other Services" means the provision to the
Fund, by or at the expense of the Manager, of the following:
(a) office space in such place or places as may be agreed upon from
time to time by the Fund and the Manager, and all necessary office
supplies, facilities and equipment;
(b) necessary executive and other personnel for managing and
overseeing the affairs of the Portfolio, including personnel to perform
clerical, bookkeeping, accounting, stenographic and other office functions
(exclusive of those related to and to be performed under contract for
administration, accounting, custodial, transfer, dividend and plan agency
services by the entity or entities selected to perform such services);
(c) compensation, if any, of directors of the Fund who are directors,
officers or employees of the Manager, any Sub-Adviser or any Delegatee or
of any affiliated person (other than a registered investment company) of
the Manager, any Sub-Adviser or any Delegatee;
(d) all services, other than services of counsel, required in
connection with the preparation of registration statements and
prospectuses, including amendments and revisions thereto;
(e) supervision and oversight of the Portfolio Management Services
provided by each Sub-Adviser and Other Services provided by any Delegatee;
and
(f) oversight of all matters relating to compliance by the Fund with
applicable laws and with the Fund's investment policies, restrictions and
guidelines.
4. Nothing in section 3 hereof shall require the Manager to bear, or to
reimburse the Fund for:
(a) any of the costs of printing and mailing the items referred to in
sub-section (d) of this section 3;
(b) any of the costs of preparing, printing and distributing sales
literature;
(c) compensation of directors of the Fund who are not directors,
officers or employees of the Manager, any Sub-Adviser or any Delegatee or
of any affiliated person (other than a registered investment company) of
the Manager, any Sub-Adviser or any Delegatee;
(d) registration, filing and other fees in connection with
requirements of regulatory authorities;
(e) the charges and expenses of any entity appointed by the Fund for
administration, accounting, custodial, paying agent, shareholder servicing
and plan agent services;
(f) charges and expenses of independent accountants retained by the
Fund;
(g) charges and expenses of any transfer agents and registrars
appointed by the Fund;
(h) brokers' commissions and issue and transfer taxes chargeable to
the Fund in connection with securities transactions to which the Fund is a
party;
(i) taxes and fees payable by the Fund to federal, state or other
governmental agencies;
(j) any cost of certificates representing shares of the Fund;
(k) legal fees and expenses in connection with the affairs of the Fund
including registering and qualifying its shares with Federal and State
regulatory authorities;
(l) expenses of meetings of shareholders and directors of the Fund;
and
(m) interest, including interest on borrowings by the Fund.
5. All activities undertaken by the Manager or any Sub-Adviser or Delegatee
pursuant to this Agreement shall at all times be subject to the supervision and
control of the Board of Directors of the Fund, any duly constituted committee
thereof or any officer of the Fund acting pursuant to like authority.
6. The services to be provided by the Manager and any Sub-Adviser or
Delegatee hereunder are not to be deemed exclusive and the Manager and any
Sub-Adviser or Delegatee shall be free to render similar services to others, so
long as its services hereunder are not impaired thereby.
7. As full compensation for all services rendered, facilities furnished and
expenses borne by the Manager hereunder, the Fund shall pay the Manager
compensation at the annual rate of 0.82% of the first $1 billion of the average
daily net assets of the Portfolio and 0.78% of the excess over $1 billion of the
average daily net assets of the Portfolio. Such compensation shall be payable
monthly in arrears or at such other intervals, not less frequently than
quarterly, as the Board of Directors of the Fund may from time to time determine
and specify in writing to the Manager. The Manager hereby acknowledges that the
Fund's obligation to pay such compensation is binding only on the assets and
property belonging to the Portfolio.
8. Reserved.
9. It is understood that any of the shareholders, directors, officers,
employees and agents of the Fund may be a shareholder, director, officer,
employee or agent of, or be otherwise interested in, the Manager, any affiliated
person of the Manager, any organization in which the Manager may have an
interest or any organization which may have an interest in the Manager; that the
Manager, any such affiliated person or any such organization may have an
interest in the Fund; and that the existence of any such dual interest shall not
affect the validity hereof or of any transactions hereunder except as otherwise
provided in the articles of incorporation of the Fund, the limited liability
company agreement of the Manager or specific provisions of applicable law.
10. This Agreement shall become effective as of the date of its execution,
and
(a) unless otherwise terminated, this Agreement shall continue in
effect for a period of one year, and from year to year thereafter so long
as such continuance is specifically approved at least annually (i) by the
Board of Directors of the Fund or by vote of a majority of the outstanding
voting securities of the Portfolio, and (ii) by vote of a majority of the
directors of the Fund who are not interested persons of the Fund or the
Manager, cast in person at a meeting called for the purpose of voting on,
such approval;
(b) this Agreement may at any time be terminated on sixty days'
written notice to the Manager either by vote of the Board of Directors of
the Fund or by vote of a majority of the outstanding voting securities of
the Portfolio;
(c) this Agreement shall automatically terminate in the event of its
assignment; and
(d) this Agreement may be terminated by the Manager on ninety days'
written notice to the Fund.
Termination of this Agreement pursuant to this section 10 shall be without
the payment of any penalty.
11. This Agreement may be amended at any time by mutual consent of the
parties, provided that, if required by law (as may be modified by any exemptions
received by the Manager), such consent on the part of the Fund shall have been
approved by vote of a majority of the outstanding voting securities of the
Portfolio and by vote of a majority of the directors of the Fund who are not
interested persons of the Fund or the Manager, cast in person at a meeting
called for the purpose of voting on such approval.
12. For the purpose of this Agreement, the terms "vote of a majority of the
outstanding voting securities," "interested person," "affiliated person" and
"assignment" shall have their respective meanings defined in the 1940 Act,
subject, however, to such exemptions as may be granted by the Securities and
Exchange Commission under the 1940 Act. References in this Agreement to any
assets, property or liabilities "belonging to" the Portfolio shall have the
meaning defined in the Fund's articles of incorporation as amended from time to
time.
13. In the absence of willful misfeasance, bad faith or gross negligence on
the part of the Manager, or reckless disregard of its obligations and duties
hereunder, the Manager shall not be subject to any liability to the Fund, to any
shareholder of the Fund or to any other person, firm or organization, for any
act or omission in the course of, or connected with, rendering services
hereunder.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first above written.
METROPOLITAN SERIES FUND, INC., METLIFE ADVISERS, LLC
on behalf of its Met/Artisan Mid
Cap Value Portfolio
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
---------------------------- --------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Senior Vice President Chief Financial Officer and Treasurer
Exhibit 77Q1(e)(15)
METROPOLITAN SERIES FUND
AMENDED AND RESTATED ADVISORY AGREEMENT
(MET/DIMENSIONAL INTERNATIONAL SMALL COMPANY PORTFOLIO)
AMENDED AND RESTATED AGREEMENT made this 30th day of April, 2012 by and between
METROPOLITAN SERIES FUND, a Delaware trust (the "Fund"), with respect to its
MET/DIMENSIONAL INTERNATIONAL SMALL COMPANY PORTFOLIO (the "Portfolio"), and
METLIFE ADVISERS, LLC, a Delaware limited liability company (the "Manager").
WITNESSETH:
WHEREAS, the Fund and the Manager previously entered into an agreement (the
"Original Agreement") on behalf of its Met/Dimensional International Small
Company Portfolio setting forth the terms upon which the Manager (or certain
other parties acting pursuant to delegation from the Manager) would perform
certain services for the Portfolio;
WHEREAS, the Fund and the Manager wish to amend and restate the Original
Agreement to modify the services the Manager will perform for the Portfolio;
NOW THEREFORE, in consideration of the premises and covenants hereinafter
contained, the parties agree as follows:
1. (a) The Fund hereby employs the Manager to furnish the Fund with
Portfolio Management Services (as defined in Section 2 hereof) and Other
Services (as defined in Section 3 hereof), subject to the authority of the
Manager to delegate any or all of its responsibilities hereunder to other
parties as provided in Sections 1(b) and (c) hereof. The Manager hereby accepts
such employment and agrees, at its own expense, to furnish such services (either
directly or pursuant to delegation to other parties as permitted by Sections
1(b) and (c) hereof) and to assume the obligations herein set forth, for the
compensation herein provided. The Manager shall, unless otherwise expressly
provided or authorized, have no authority to act for or represent the Fund in
any way or otherwise be deemed an agent of the Fund.
(b) The Manager may delegate any or all of its responsibilities
hereunder with respect to the provision of Portfolio Management Services
(and assumption of related expenses) to one or more other parties (each
such party, a "Sub-Adviser"), pursuant in each case to a written agreement
with such Sub-Adviser that meets the requirements of Section 15 of the
Investment Company Act of 1940 and the rules thereunder (the "1940 Act")
applicable to contracts for service as investment adviser of a registered
investment company (including without limitation the requirements for
approval by the directors of the Fund and the shareholders of the
Portfolio), subject, however, to such exemptions as may be granted by the
Securities and Exchange Commission. Any Sub-Adviser may (but
need not) be affiliated with the Manager. If different Sub-Advisers are
engaged to provide Portfolio Management Services with respect to different
segments of the Portfolio, the Manager shall determine, in the manner
described in the prospectus of the Portfolio from time to time in effect,
what portion of the assets belonging to the Portfolio shall be managed by
each Sub-Adviser.
(c) The Manager may delegate any or all of its responsibilities
hereunder with respect to the provision of Other Services to one or more
other parties (each such party, a "Delegatee") selected by the Manager. Any
Delegatee may (but need not) be affiliated with the Manager.
2. As used in this Agreement, "Portfolio Management Services" means
management of the investment and reinvestment of the assets belonging to the
Portfolio, consisting specifically of the following:
(a) obtaining and evaluating such economic, statistical and financial
data and information and undertaking such additional investment research as
shall be necessary or advisable for the management of the investment and
reinvestment of the assets belonging to the Portfolio in accordance with
the Portfolio's investment objectives and policies;
(b) taking such steps as are necessary to implement the investment
policies of the Portfolio by purchasing and selling of securities,
including the placing of orders for such purchase and sale; and
(c) regularly reporting to the Board of Directors of the Fund with
respect to the implementation of the investment policies of the Portfolio.
3. As used in this Agreement, "Other Services" means the provision to the
Fund, by or at the expense of the Manager, of the following:
(a) office space in such place or places as may be agreed upon from
time to time by the Fund and the Manager, and all necessary office
supplies, facilities and equipment;
(b) necessary executive and other personnel for managing and
overseeing the affairs of the Portfolio, including personnel to perform
clerical, bookkeeping, accounting, stenographic and other office functions
(exclusive of those related to and to be performed under contract for
administration, accounting, custodial, transfer, dividend and plan agency
services by the entity or entities selected to perform such services);
(c) compensation, if any, of directors of the Fund who are directors,
officers or employees of the Manager, any Sub-Adviser or any Delegatee or
of any affiliated person (other than a registered investment company) of
the Manager, any Sub-Adviser or any Delegatee;
(d) all services, other than services of counsel, required in
connection with the preparation of registration statements and
prospectuses, including amendments and revisions thereto;
(e) supervision and oversight of the Portfolio Management Services
provided by each Sub-Adviser and Other Services provided by any Delegatee;
and
(f) oversight of all matters relating to compliance by the Fund with
applicable laws and with the Fund's investment policies, restrictions and
guidelines.
4. Nothing in section 3 hereof shall require the Manager to bear, or to
reimburse the Fund for:
(a) any of the costs of printing and mailing the items referred to in
sub-section (d) of this section 3;
(b) any of the costs of preparing, printing and distributing sales
literature;
(c) compensation of directors of the Fund who are not directors,
officers or employees of the Manager, any Sub-Adviser or any Delegatee or
of any affiliated person (other than a registered investment company) of
the Manager, any Sub-Adviser or any Delegatee;
(d) registration, filing and other fees in connection with
requirements of regulatory authorities;
(e) the charges and expenses of any entity appointed by the Fund for
administration, accounting, custodial, paying agent, shareholder servicing
and plan agent services;
(f) charges and expenses of independent accountants retained by the
Fund;
(g) charges and expenses of any transfer agents and registrars
appointed by the Fund;
(h) brokers' commissions and issue and transfer taxes chargeable to
the Fund in connection with securities transactions to which the Fund is a
party;
(i) taxes and fees payable by the Fund to federal, state or other
governmental agencies;
(j) any cost of certificates representing shares of the Fund;
(k) legal fees and expenses in connection with the affairs of the Fund
including registering and qualifying its shares with Federal and State
regulatory authorities;
(l) expenses of meetings of shareholders and directors of the Fund;
and
(m) interest, including interest on borrowings by the Fund.
5. All activities undertaken by the Manager or any Sub-Adviser or Delegatee
pursuant to this Agreement shall at all times be subject to the supervision and
control of the Board of Directors of the Fund, any duly constituted committee
thereof or any officer of the Fund acting pursuant to like authority.
6. The services to be provided by the Manager and any Sub-Adviser or
Delegatee hereunder are not to be deemed exclusive and the Manager and any
Sub-Adviser or Delegatee shall be free to render similar services to others, so
long as its services hereunder are not impaired thereby.
7. As full compensation for all services rendered, facilities furnished and
expenses borne by the Manager hereunder, the Fund shall pay the Manager
compensation at the annual rate of 0.85% of the first $100 million of the
average daily net assets of the Portfolio and 0.80% of the excess over $100
million of the average daily net assets of the Portfolio. Such compensation
shall be payable monthly in arrears or at such other intervals, not less
frequently than quarterly, as the Board of Directors of the Fund may from time
to time determine and specify in writing to the Manager. The Manager hereby
acknowledges that the Fund's obligation to pay such compensation is binding only
on the assets and property belonging to the Portfolio.
8. Reserved.
9. It is understood that any of the shareholders, directors, officers,
employees and agents of the Fund may be a shareholder, director, officer,
employee or agent of, or be otherwise interested in, the Manager, any affiliated
person of the Manager, any organization in which the Manager may have an
interest or any organization which may have an interest in the Manager; that the
Manager, any such affiliated person or any such organization may have an
interest in the Fund; and that the existence of any such dual interest shall not
affect the validity hereof or of any transactions hereunder except as otherwise
provided in the articles of incorporation of the Fund, the limited liability
company agreement of the Manager or specific provisions of applicable law.
10. This Agreement shall become effective as of the date of its execution,
and
(a) unless otherwise terminated, this Agreement shall continue in
effect for a period of one year, and from year to year thereafter so long
as such continuance is specifically approved at least annually (i) by the
Board of Directors of the Fund or by vote of a majority of the outstanding
voting securities of the Portfolio, and (ii) by vote of a majority of the
directors of the Fund who are not interested persons of the Fund or the
Manager, cast in person at a meeting called for the purpose of voting on,
such approval;
(b) this Agreement may at any time be terminated on sixty days'
written notice to the Manager either by vote of the Board of Directors of
the Fund or by vote of a majority of the outstanding voting securities of
the Portfolio;
(c) this Agreement shall automatically terminate in the event of its
assignment; and
(d) this Agreement may be terminated by the Manager on ninety days'
written notice to the Fund.
Termination of this Agreement pursuant to this section 10 shall be without
the payment of any penalty.
11. This Agreement may be amended at any time by mutual consent of the
parties, provided that, if required by law (as may be modified by any exemptions
received by the Manager), such consent on the part of the Fund shall have been
approved by vote of a majority of the outstanding voting securities of the
Portfolio and by vote of a majority of the directors of the Fund who are not
interested persons of the Fund or the Manager, cast in person at a meeting
called for the purpose of voting on such approval.
12. For the purpose of this Agreement, the terms "vote of a majority of the
outstanding voting securities," "interested person," "affiliated person" and
"assignment" shall have their respective meanings defined in the 1940 Act,
subject, however, to such exemptions as may be granted by the Securities and
Exchange Commission under the 1940 Act. References in this Agreement to any
assets, property or liabilities "belonging to" the Portfolio shall have the
meaning defined in the Fund's articles of incorporation as amended from time to
time.
13. In the absence of willful misfeasance, bad faith or gross negligence on
the part of the Manager, or reckless disregard of its obligations and duties
hereunder, the Manager shall not be subject to any liability to the Fund, to any
shareholder of the Fund or to any other person, firm or organization, for any
act or omission in the course of, or connected with, rendering services
hereunder.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first above written.
METROPOLITAN SERIES FUND, INC., METLIFE ADVISERS, LLC
on behalf of its Met/Dimensional
International Small Company
Portfolio
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
------------------------------ -----------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Senior Vice President Chief Financial Officer and Treasurer
Exhibit 77Q1(e)(16)
METROPOLITAN SERIES FUND
AMENDED AND RESTATED ADVISORY AGREEMENT
(METLIFE CONSERVATIVE ALLOCATION PORTFOLIO)
AMENDED AND RESTATED AGREEMENT made this 30th day of April, 2012 by and between
METROPOLITAN SERIES FUND, a Delaware trust (the "Fund"), with respect to its
METLIFE CONSERVATIVE ALLOCATION PORTFOLIO (the "Portfolio"), and METLIFE
ADVISERS, LLC, a Delaware limited liability company (the "Manager").
WITNESSETH:
WHEREAS, the Fund and the Manager previously entered into an agreement (the
"Original Agreement") on behalf of its MetLife Conservative Allocation Portfolio
setting forth the terms upon which the Manager (or certain other parties acting
pursuant to delegation from the Manager) would perform certain services for the
Portfolio;
WHEREAS, the Fund and the Manager wish to amend and restate the Original
Agreement to modify the services the Manager will perform for the Portfolio;
NOW THEREFORE, in consideration of the premises and covenants hereinafter
contained, the parties agree as follows:
1. (a) The Fund hereby employs the Manager to furnish the Fund with
Portfolio Management Services (as defined in Section 2 hereof) and Other
Services (as defined in Section 3 hereof), subject to the authority of the
Manager to delegate any or all of its responsibilities hereunder to other
parties as provided in Sections 1(b) and (c) hereof. The Manager hereby accepts
such employment and agrees, at its own expense, to furnish such services (either
directly or pursuant to delegation to other parties as permitted by Sections
1(b) and (c) hereof) and to assume the obligations herein set forth, for the
compensation herein provided. The Manager shall, unless otherwise expressly
provided or authorized, have no authority to act for or represent the Fund in
any way or otherwise be deemed an agent of the Fund.
(b) The Manager may delegate any or all of its responsibilities
hereunder with respect to the provision of Portfolio Management Services
(and assumption of related expenses) to one or more other parties (each
such party, a "Sub-Adviser"), pursuant in each case to a written agreement
with such Sub-Adviser that meets the requirements of Section 15 of the
Investment Company Act of 1940 and the rules thereunder (the "1940 Act")
applicable to contracts for service as investment adviser of a registered
investment company (including without limitation the requirements for
approval by the directors of the Fund and the shareholders of the
Portfolio), subject, however, to such exemptions as may be granted by the
Securities and Exchange Commission. Any Sub-Adviser may (but need not) be
affiliated with the Manager. If different Sub-Advisers are engaged to
provide Portfolio Management Services with respect to different segments of
the Portfolio, the Manager shall determine, in the manner described in the
prospectus of the Portfolio from time to time in effect, what portion of
the assets belonging to the Portfolio shall be managed by each Sub-Adviser.
(c) The Manager may delegate any or all of its responsibilities
hereunder with respect to the provision of Other Services to one or more
other parties (each such party, a "Delegatee") selected by the Manager. Any
Delegatee may (but need not) be affiliated with the Manager.
(d) The Manager agrees that all books and records which it maintains
for the Fund are the Fund's property. The Manager also agrees upon request
of 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 Manager shall permit all books and records
with respect to the Portfolio to be inspected and audited by the Fund and
the Administrator at all reasonable times during normal business hours,
upon reasonable notice. Except with respect to books and records of the
Fund that are contractually required to be maintained by a Delegatee or a
service provider to the Fund, the Manager further agrees to maintain and
preserve the Fund's books and records in accordance with the 1940 Act and
rules thereunder.
2. As used in this Agreement, "Portfolio Management Services" means
management of the investment and reinvestment of the assets belonging to the
Portfolio, consisting specifically of the following:
(a) obtaining and evaluating such economic, statistical and financial
data and information and undertaking such additional investment research as
shall be necessary or advisable for the management of the investment and
reinvestment of the assets belonging to the Portfolio in accordance with
the Portfolio's investment objectives and policies;
(b) formulating and implementing a continuous investment program for
the Portfolio, which may consist of investing the assets of the Portfolio
in other registered investment companies;
(c) taking such steps as are necessary to implement the investment
policies of the Portfolio by purchasing and selling of securities,
including the placing of orders for such purchase and sale; and
(d) regularly reporting to the Board of Directors of the Fund with
respect to the implementation of the investment policies of the Portfolio.
For so long as the Portfolio is an asset allocation portfolio and a fund of
funds under Section 12(d)(1)(G) of the 1940 Act, the Manager shall be
responsible for the following:
(a) at least annually, in conjunction with the publication of the
Portfolio's annual prospectus update and at such other dates as shall be
determined by the Manager, set the
annual asset allocation targets and select the underlying portfolios in
which the Portfolio shall invest to approximate such targets ("Portfolio
Targets");
(b) re-evaluating and adjusting, as appropriate, such targets and
underlying portfolios;
(c) re-balancing on a quarterly basis or such other basis as shall be
determined by the Manager the assets of the Portfolio based on the
Portfolio's then-current Portfolio Targets;
(d) monitoring the performance of the Portfolio and the performance of
the underlying portfolios throughout the year;
(e) monitoring the subadvisers of the underlying portfolios throughout
the year; and
(f) determining whether an underlying portfolio change, or a Portfolio
Target change is appropriate in the event of a change in the subadviser of
an underlying portfolio.
3. As used in this Agreement, "Other Services" means the provision to the
Fund, by or at the expense of the Manager, of the following:
(a) office space in such place or places as may be agreed upon from
time to time by the Fund and the Manager, and all necessary office
supplies, facilities and equipment;
(b) necessary executive and other personnel for managing and
overseeing the affairs of the Portfolio, including personnel to perform
clerical, bookkeeping, accounting, stenographic and other office functions
(exclusive of those related to and to be performed under contract for
administration, accounting, custodial, transfer, dividend and plan agency
services by the entity or entities selected to perform such services);
(c) compensation, if any, of directors of the Fund who are directors,
officers or employees of the Manager, any Sub-Adviser or any Delegatee or
of any affiliated person (other than a registered investment company) of
the Manager, any Sub-Adviser or any Delegatee;
(d) all services, other than services of counsel, required in
connection with the preparation of registration statements and
prospectuses, including amendments and revisions thereto;
(e) supervision and oversight of the Portfolio Management Services
provided by each Sub-Adviser and Other Services provided by any Delegatee;
and
(f) oversight of all matters relating to compliance by the Fund with
applicable laws and with the Fund's investment policies, restrictions and
guidelines.
4. Nothing in section 3 hereof shall require the Manager to bear, or to
reimburse the Fund for:
(a) any of the costs of printing and mailing the items referred to in
sub-section (d) of this section 3;
(b) any of the costs of preparing, printing and distributing sales
literature;
(c) compensation of directors of the Fund who are not directors,
officers or employees of the Manager, any Sub-Adviser or any Delegatee or
of any affiliated person (other than a registered investment company) of
the Manager, any Sub-Adviser or any Delegatee;
(d) registration, filing and other fees in connection with
requirements of regulatory authorities;
(e) the charges and expenses of any entity appointed by the Fund for
administration, accounting, custodial, paying agent, shareholder servicing
and plan agent services;
(f) charges and expenses of independent accountants retained by the
Fund;
(g) charges and expenses of any transfer agents and registrars
appointed by the Fund;
(h) brokers' commissions and issue and transfer taxes chargeable to
the Fund in connection with securities transactions to which the Fund is a
party;
(i) taxes and fees payable by the Fund to federal, state or other
governmental agencies;
(j) any cost of certificates representing shares of the Fund;
(k) legal fees and expenses in connection with the affairs of the Fund
including registering and qualifying its shares with Federal and State
regulatory authorities;
(l) expenses of meetings of shareholders and directors of the Fund;
and
(m) interest, including interest on borrowings by the Fund.
5. All activities undertaken by the Manager or any Sub-Adviser or Delegatee
pursuant to this Agreement shall at all times be subject to the supervision and
control of the Board of Directors of the Fund, any duly constituted committee
thereof or any officer of the Fund acting pursuant to like authority.
6. The services to be provided by the Manager and any Sub-Adviser or
Delegatee hereunder are not to be deemed exclusive and the Manager and any
Sub-Adviser or Delegatee shall be free to render similar services to others, so
long as its services hereunder are not impaired thereby.
7. As full compensation for all services rendered, facilities furnished and
expenses borne by the Manager hereunder, the Fund shall pay the Manager
compensation at the annual rate of 0.10% of the first $500 million of the
average daily net assets of the Portfolio, 0.075% of the next $500 million of
the average daily net assets of the Portfolio and 0.05% of the excess over $1
billion of the average daily net assets of the Portfolio. Such compensation
shall be payable monthly in arrears or at such other intervals, not less
frequently than quarterly, as the Board of Directors of the Fund may from time
to time determine and specify in writing to the Manager. The Manager hereby
acknowledges that the Fund's obligation to pay such compensation is binding only
on the assets and property belonging to the Portfolio.
8. Reserved.
9. It is understood that any of the shareholders, directors, officers,
employees and agents of the Fund may be a shareholder, director, officer,
employee or agent of, or be otherwise interested in, the Manager, any affiliated
person of the Manager, any organization in which the Manager may have an
interest or any organization which may have an interest in the Manager; that the
Manager, any such affiliated person or any such organization may have an
interest in the Fund; and that the existence of any such dual interest shall not
affect the validity hereof or of any transactions hereunder except as otherwise
provided in the articles of incorporation of the Fund, the limited liability
company agreement of the Manager or specific provisions of applicable law.
10. This Agreement shall become effective as of the date of its execution,
and
(a) unless otherwise terminated, this Agreement shall continue in
effect for a period of one year, and from year to year thereafter so long
as such continuance is specifically approved at least annually (i) by the
Board of Directors of the Fund or by vote of a majority of the outstanding
voting securities of the Portfolio, and (ii) by vote of a majority of the
directors of the Fund who are not interested persons of the Fund or the
Manager, cast in person at a meeting called for the purpose of voting on,
such approval;
(b) this Agreement may at any time be terminated on sixty days'
written notice to the Manager either by vote of the Board of Directors of
the Fund or by vote of a majority of the outstanding voting securities of
the Portfolio;
(c) this Agreement shall automatically terminate in the event of its
assignment; and
(d) this Agreement may be terminated by the Manager on ninety days'
written notice to the Fund.
Termination of this Agreement pursuant to this section 10 shall be without
the payment of any penalty.
11. This Agreement may be amended at any time by mutual consent of the
parties, provided that, if required by law (as may be modified by any exemptions
received by the Manager), such consent on the part of the Fund shall have been
approved by vote of a majority of the outstanding voting securities of the
Portfolio and by vote of a majority of the directors of the Fund who are not
interested persons of the Fund or the Manager, cast in person at a meeting
called for the purpose of voting on such approval.
12. For the purpose of this Agreement, the terms "vote of a majority of the
outstanding voting securities," "interested person," "affiliated person" and
"assignment" shall have their respective meanings defined in the 1940 Act,
subject, however, to such exemptions as may be granted by the Securities and
Exchange Commission under the 1940 Act. References in this Agreement to any
assets, property or liabilities "belonging to" the Portfolio shall have the
meaning defined in the Fund's articles of incorporation as amended from time to
time.
13. In the absence of willful misfeasance, bad faith or gross negligence on
the part of the Manager, or reckless disregard of its obligations and duties
hereunder, the Manager shall not be subject to any liability to the Fund, to any
shareholder of the Fund or to any other person, firm or organization, for any
act or omission in the course of, or connected with, rendering services
hereunder.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first above written.
METROPOLITAN SERIES FUND, INC., METLIFE ADVISERS, LLC
on behalf of its MetLife
Conservative Allocation Portfolio
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
------------------------------- -------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Senior Vice President Chief Financial Officer and Treasurer
Exhibit 77Q1(e)(17)
METROPOLITAN SERIES FUND
AMENDED AND RESTATED ADVISORY AGREEMENT
(METLIFE CONSERVATIVE TO MODERATE ALLOCATION PORTFOLIO)
AMENDED AND RESTATED AGREEMENT made this 30th day of April, 2012 by and between
METROPOLITAN SERIES FUND, a Delaware trust (the "Fund"), with respect to its
METLIFE CONSERVATIVE TO MODERATE ALLOCATION PORTFOLIO (the "Portfolio"), and
METLIFE ADVISERS, LLC, a Delaware limited liability company (the "Manager").
WITNESSETH:
WHEREAS, the Fund and the Manager previously entered into an agreement (the
"Original Agreement") on behalf of its MetLife Conservative to Moderate
Allocation Portfolio setting forth the terms upon which the Manager (or certain
other parties acting pursuant to delegation from the Manager) would perform
certain services for the Portfolio;
WHEREAS, the Fund and the Manager wish to amend and restate the Original
Agreement to modify the services the Manager will perform for the Portfolio;
NOW THEREFORE, in consideration of the premises and covenants hereinafter
contained, the parties agree as follows:
1. (a) The Fund hereby employs the Manager to furnish the Fund with
Portfolio Management Services (as defined in Section 2 hereof) and Other
Services (as defined in Section 3 hereof), subject to the authority of the
Manager to delegate any or all of its responsibilities hereunder to other
parties as provided in Sections 1(b) and (c) hereof. The Manager hereby accepts
such employment and agrees, at its own expense, to furnish such services (either
directly or pursuant to delegation to other parties as permitted by Sections
1(b) and (c) hereof) and to assume the obligations herein set forth, for the
compensation herein provided. The Manager shall, unless otherwise expressly
provided or authorized, have no authority to act for or represent the Fund in
any way or otherwise be deemed an agent of the Fund.
(b) The Manager may delegate any or all of its responsibilities
hereunder with respect to the provision of Portfolio Management Services
(and assumption of related expenses) to one or more other parties (each
such party, a "Sub-Adviser"), pursuant in each case to a written agreement
with such Sub-Adviser that meets the requirements of Section 15 of the
Investment Company Act of 1940 and the rules thereunder (the "1940 Act")
applicable to contracts for service as investment adviser of a registered
investment company (including without limitation the requirements for
approval by the directors of the Fund and the shareholders of the
Portfolio), subject, however, to such exemptions as may be granted by the
Securities and Exchange Commission. Any Sub-Adviser may (but
need not) be affiliated with the Manager. If different Sub-Advisers are
engaged to provide Portfolio Management Services with respect to different
segments of the Portfolio, the Manager shall determine, in the manner
described in the prospectus of the Portfolio from time to time in effect,
what portion of the assets belonging to the Portfolio shall be managed by
each Sub-Adviser.
(c) The Manager may delegate any or all of its responsibilities
hereunder with respect to the provision of Other Services to one or more
other parties (each such party, a "Delegatee") selected by the Manager. Any
Delegatee may (but need not) be affiliated with the Manager.
(d) The Manager agrees that all books and records which it maintains
for the Fund are the Fund's property. The Manager also agrees upon request
of 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 Manager shall permit all books and records
with respect to the Portfolio to be inspected and audited by the Fund and
the Administrator at all reasonable times during normal business hours,
upon reasonable notice. Except with respect to books and records of the
Fund that are contractually required to be maintained by a Delegatee or a
service provider to the Fund, the Manager further agrees to maintain and
preserve the Fund's books and records in accordance with the 1940 Act and
rules thereunder.
2. As used in this Agreement, "Portfolio Management Services" means
management of the investment and reinvestment of the assets belonging to the
Portfolio, consisting specifically of the following:
(a) obtaining and evaluating such economic, statistical and financial
data and information and undertaking such additional investment research as
shall be necessary or advisable for the management of the investment and
reinvestment of the assets belonging to the Portfolio in accordance with
the Portfolio's investment objectives and policies;
(b) formulating and implementing a continuous investment program for
the Portfolio, which may consist of investing the assets of the Portfolio
in other registered investment companies;
(c) taking such steps as are necessary to implement the investment
policies of the Portfolio by purchasing and selling of securities,
including the placing of orders for such purchase and sale; and
(d) regularly reporting to the Board of Directors of the Fund with
respect to the implementation of the investment policies of the Portfolio.
For so long as the Portfolio is an asset allocation portfolio and a fund of
funds under Section 12(d)(1)(G) of the 1940 Act, the Manager shall be
responsible for the following:
(a) at least annually, in conjunction with the publication of the
Portfolio's annual prospectus update and at such other dates as shall be
determined by the Manager, set the annual asset allocation targets and
select the underlying portfolios in which the Portfolio shall invest to
approximate such targets ("Portfolio Targets");
(b) re-evaluating and adjusting, as appropriate, such targets and
underlying portfolios;
(c) re-balancing on a quarterly basis or such other basis as shall be
determined by the Manager the assets of the Portfolio based on the
Portfolio's then-current Portfolio Targets;
(d) monitoring the performance of the Portfolio and the performance of
the underlying portfolios throughout the year;
(e) monitoring the subadvisers of the underlying portfolios throughout
the year; and
(f) determining whether an underlying portfolio change, or a Portfolio
Target change is appropriate in the event of a change in the subadviser of
an underlying portfolio.
3. As used in this Agreement, "Other Services" means the provision to the
Fund, by or at the expense of the Manager, of the following:
(a) office space in such place or places as may be agreed upon from
time to time by the Fund and the Manager, and all necessary office
supplies, facilities and equipment;
(b) necessary executive and other personnel for managing and
overseeing the affairs of the Portfolio, including personnel to perform
clerical, bookkeeping, accounting, stenographic and other office functions
(exclusive of those related to and to be performed under contract for
administration, accounting, custodial, transfer, dividend and plan agency
services by the entity or entities selected to perform such services);
(c) compensation, if any, of directors of the Fund who are directors,
officers or employees of the Manager, any Sub-Adviser or any Delegatee or
of any affiliated person (other than a registered investment company) of
the Manager, any Sub-Adviser or any Delegatee;
(d) all services, other than services of counsel, required in
connection with the preparation of registration statements and
prospectuses, including amendments and revisions thereto;
(e) supervision and oversight of the Portfolio Management Services
provided by each Sub-Adviser and Other Services provided by any Delegatee;
and
(f) oversight of all matters relating to compliance by the Fund with
applicable laws and with the Fund's investment policies, restrictions and
guidelines.
4. Nothing in section 3 hereof shall require the Manager to bear, or to
reimburse the Fund for:
(a) any of the costs of printing and mailing the items referred to in
sub-section (d) of this section 3;
(b) any of the costs of preparing, printing and distributing sales
literature;
(c) compensation of directors of the Fund who are not directors,
officers or employees of the Manager, any Sub-Adviser or any Delegatee or
of any affiliated person (other than a registered investment company) of
the Manager, any Sub-Adviser or any Delegatee;
(d) registration, filing and other fees in connection with
requirements of regulatory authorities;
(e) the charges and expenses of any entity appointed by the Fund for
administration, accounting, custodial, paying agent, shareholder servicing
and plan agent services;
(f) charges and expenses of independent accountants retained by the
Fund;
(g) charges and expenses of any transfer agents and registrars
appointed by the Fund;
(h) brokers' commissions and issue and transfer taxes chargeable to
the Fund in connection with securities transactions to which the Fund is a
party;
(i) taxes and fees payable by the Fund to federal, state or other
governmental agencies;
(j) any cost of certificates representing shares of the Fund;
(k) legal fees and expenses in connection with the affairs of the Fund
including registering and qualifying its shares with Federal and State
regulatory authorities;
(l) expenses of meetings of shareholders and directors of the Fund;
and
(m) interest, including interest on borrowings by the Fund.
5. All activities undertaken by the Manager or any Sub-Adviser or Delegatee
pursuant to this Agreement shall at all times be subject to the supervision and
control of the Board of Directors of the Fund, any duly constituted committee
thereof or any officer of the Fund acting pursuant to like authority.
6. The services to be provided by the Manager and any Sub-Adviser or
Delegatee hereunder are not to be deemed exclusive and the Manager and any
Sub-Adviser or Delegatee shall be free to render similar services to others, so
long as its services hereunder are not impaired thereby.
7. As full compensation for all services rendered, facilities furnished and
expenses borne by the Manager hereunder, the Fund shall pay the Manager
compensation at the annual rate of 0.10% of the first $500 million of the
average daily net assets of the Portfolio, 0.075% of the next $500 million of
the average daily net assets of the Portfolio and 0.05% of the excess over $1
billion of the average daily net assets of the Portfolio. Such compensation
shall be payable monthly in arrears or at such other intervals, not less
frequently than quarterly, as the Board of Directors of the Fund may from time
to time determine and specify in writing to the Manager. The Manager hereby
acknowledges that the Fund's obligation to pay such compensation is binding only
on the assets and property belonging to the Portfolio.
8. Reserved.
9. It is understood that any of the shareholders, directors, officers,
employees and agents of the Fund may be a shareholder, director, officer,
employee or agent of, or be otherwise interested in, the Manager, any affiliated
person of the Manager, any organization in which the Manager may have an
interest or any organization which may have an interest in the Manager; that the
Manager, any such affiliated person or any such organization may have an
interest in the Fund; and that the existence of any such dual interest shall not
affect the validity hereof or of any transactions hereunder except as otherwise
provided in the articles of incorporation of the Fund, the limited liability
company agreement of the Manager or specific provisions of applicable law.
10. This Agreement shall become effective as of the date of its execution,
and
(a) unless otherwise terminated, this Agreement shall continue in
effect for a period of one year, and from year to year thereafter so long
as such continuance is specifically approved at least annually (i) by the
Board of Directors of the Fund or by vote of a majority of the outstanding
voting securities of the Portfolio, and (ii) by vote of a majority of the
directors of the Fund who are not interested persons of the Fund or the
Manager, cast in person at a meeting called for the purpose of voting on,
such approval;
(b) this Agreement may at any time be terminated on sixty days'
written notice to the Manager either by vote of the Board of Directors of
the Fund or by vote of a majority of the outstanding voting securities of
the Portfolio;
(c) this Agreement shall automatically terminate in the event of its
assignment; and
(d) this Agreement may be terminated by the Manager on ninety days'
written notice to the Fund.
Termination of this Agreement pursuant to this section 10 shall be without
the payment of any penalty.
11. This Agreement may be amended at any time by mutual consent of the
parties, provided that, if required by law (as may be modified by any exemptions
received by the Manager), such consent on the part of the Fund shall have been
approved by vote of a majority of the outstanding voting securities of the
Portfolio and by vote of a majority of the directors of the Fund who are not
interested persons of the Fund or the Manager, cast in person at a meeting
called for the purpose of voting on such approval.
12. For the purpose of this Agreement, the terms "vote of a majority of the
outstanding voting securities," "interested person," "affiliated person" and
"assignment" shall have their respective meanings defined in the 1940 Act,
subject, however, to such exemptions as may be granted by the Securities and
Exchange Commission under the 1940 Act. References in this Agreement to any
assets, property or liabilities "belonging to" the Portfolio shall have the
meaning defined in the Fund's articles of incorporation as amended from time to
time.
13. In the absence of willful misfeasance, bad faith or gross negligence on
the part of the Manager, or reckless disregard of its obligations and duties
hereunder, the Manager shall not be subject to any liability to the Fund, to any
shareholder of the Fund or to any other person, firm or organization, for any
act or omission in the course of, or connected with, rendering services
hereunder.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first above written.
METROPOLITAN SERIES FUND, INC., METLIFE ADVISERS, LLC
on behalf of its MetLife
Conservative to Moderate
Allocation Portfolio
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
----------------------------- ------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Senior Vice President Chief Financial Officer and Treasurer
Exhibit 77Q1(e)(18)
METROPOLITAN SERIES FUND
AMENDED AND RESTATED ADVISORY AGREEMENT
(METLIFE MID CAP STOCK INDEX PORTFOLIO)
AMENDED AND RESTATED AGREEMENT made this 30th day of April, 2012 by and between
METROPOLITAN SERIES FUND, a Delaware trust (the "Fund"), with respect to its
METLIFE MID CAP STOCK INDEX PORTFOLIO (the "Portfolio"), and METLIFE ADVISERS,
LLC, a Delaware limited liability company (the "Manager").
WITNESSETH:
WHEREAS, the Fund and the Manager previously entered into an agreement (the
"Original Agreement") on behalf of its MetLife Mid Cap Stock Index Portfolio
setting forth the terms upon which the Manager (or certain other parties acting
pursuant to delegation from the Manager) would perform certain services for the
Portfolio;
WHEREAS, the Fund and the Manager wish to amend and restate the Original
Agreement to modify the services the Manager will perform for the Portfolio;
NOW THEREFORE, in consideration of the premises and covenants hereinafter
contained, the parties agree as follows:
1. (a) The Fund hereby employs the Manager to furnish the Fund with
Portfolio Management Services (as defined in Section 2 hereof) and Other
Services (as defined in Section 3 hereof), subject to the authority of the
Manager to delegate any or all of its responsibilities hereunder to other
parties as provided in Sections 1(b) and (c) hereof. The Manager hereby accepts
such employment and agrees, at its own expense, to furnish such services (either
directly or pursuant to delegation to other parties as permitted by Sections
1(b) and (c) hereof) and to assume the obligations herein set forth, for the
compensation herein provided. The Manager shall, unless otherwise expressly
provided or authorized, have no authority to act for or represent the Fund in
any way or otherwise be deemed an agent of the Fund.
(b) The Manager may delegate any or all of its responsibilities
hereunder with respect to the provision of Portfolio Management Services
(and assumption of related expenses) to one or more other parties (each
such party, a "Sub-Adviser"), pursuant in each case to a written agreement
with such Sub-Adviser that meets the requirements of Section 15 of the
Investment Company Act of 1940 and the rules thereunder (the "1940 Act")
applicable to contracts for service as investment adviser of a registered
investment company (including without limitation the requirements for
approval by the directors of the Fund and the shareholders of the
Portfolio), subject, however, to such exemptions as may be granted by the
Securities and Exchange Commission. Any Sub-Adviser may (but need not) be
affiliated with the Manager. If different Sub-Advisers are engaged to
provide Portfolio Management Services with respect to different segments of
the Portfolio, the Manager shall determine, in the manner described in the
prospectus of the Portfolio from time to time in effect, what portion of
the assets belonging to the Portfolio shall be managed by each Sub-Adviser.
(c) The Manager may delegate any or all of its responsibilities
hereunder with respect to the provision of Other Services to one or more
other parties (each such party, a "Delegatee") selected by the Manager. Any
Delegatee may (but need not) be affiliated with the Manager.
2. As used in this Agreement, "Portfolio Management Services" means
management of the investment and reinvestment of the assets belonging to the
Portfolio, consisting specifically of the following:
(a) obtaining and evaluating such economic, statistical and financial
data and information and undertaking such additional investment research as
shall be necessary or advisable for the management of the investment and
reinvestment of the assets belonging to the Portfolio in accordance with
the Portfolio's investment objectives and policies;
(b) taking such steps as are necessary to implement the investment
policies of the Portfolio by purchasing and selling of securities,
including the placing of orders for such purchase and sale; and
(c) regularly reporting to the Board of Directors of the Fund with
respect to the implementation of the investment policies of the Portfolio.
3. As used in this Agreement, "Other Services" means the provision to the
Fund, by or at the expense of the Manager, of the following:
(a) office space in such place or places as may be agreed upon from
time to time by the Fund and the Manager, and all necessary office
supplies, facilities and equipment;
(b) necessary executive and other personnel for managing and
overseeing the affairs of the Portfolio, including personnel to perform
clerical, bookkeeping, accounting, stenographic and other office functions
(exclusive of those related to and to be performed under contract for
administration, accounting, custodial, transfer, dividend and plan agency
services by the entity or entities selected to perform such services);
(c) compensation, if any, of directors of the Fund who are directors,
officers or employees of the Manager, any Sub-Adviser or any Delegatee or
of any affiliated person (other than a registered investment company) of
the Manager, any Sub-Adviser or any Delegatee;
(d) all services, other than services of counsel, required in
connection with the preparation of registration statements and
prospectuses, including amendments and revisions thereto;
(e) supervision and oversight of the Portfolio Management Services
provided by each Sub-Adviser and Other Services provided by any Delegatee;
and
(f) oversight of all matters relating to compliance by the Fund with
applicable laws and with the Fund's investment policies, restrictions and
guidelines.
4. Nothing in section 3 hereof shall require the Manager to bear, or to
reimburse the Fund for:
(a) any of the costs of printing and mailing the items referred to in
sub-section (d) of this section 3;
(b) any of the costs of preparing, printing and distributing sales
literature;
(c) compensation of directors of the Fund who are not directors,
officers or employees of the Manager, any Sub-Adviser or any Delegatee or
of any affiliated person (other than a registered investment company) of
the Manager, any Sub-Adviser or any Delegatee;
(d) registration, filing and other fees in connection with
requirements of regulatory authorities;
(e) the charges and expenses of any entity appointed by the Fund for
administration, accounting, custodial, paying agent, shareholder servicing
and plan agent services;
(f) charges and expenses of independent accountants retained by the
Fund;
(g) charges and expenses of any transfer agents and registrars
appointed by the Fund;
(h) brokers' commissions and issue and transfer taxes chargeable to
the Fund in connection with securities transactions to which the Fund is a
party;
(i) taxes and fees payable by the Fund to federal, state or other
governmental agencies;
(j) any cost of certificates representing shares of the Fund;
(k) legal fees and expenses in connection with the affairs of the Fund
including registering and qualifying its shares with Federal and State
regulatory authorities;
(l) expenses of meetings of shareholders and directors of the Fund;
and
(m) interest, including interest on borrowings by the Fund.
5. All activities undertaken by the Manager or any Sub-Adviser or Delegatee
pursuant to this Agreement shall at all times be subject to the supervision and
control of the Board of Directors of the Fund, any duly constituted committee
thereof or any officer of the Fund acting pursuant to like authority.
6. The services to be provided by the Manager and any Sub-Adviser or
Delegatee hereunder are not to be deemed exclusive and the Manager and any
Sub-Adviser or Delegatee shall be free to render similar services to others, so
long as its services hereunder are not impaired thereby.
7. As full compensation for all services rendered, facilities furnished and
expenses borne by the Manager hereunder, the Fund shall pay the Manager
compensation at the annual rate of 0.25% of the average daily net assets of the
Portfolio. Such compensation shall be payable monthly in arrears or at such
other intervals, not less frequently than quarterly, as the Board of Directors
of the Fund may from time to time determine and specify in writing to the
Manager. The Manager hereby acknowledges that the Fund's obligation to pay such
compensation is binding only on the assets and property belonging to the
Portfolio.
8. Reserved.
9. It is understood that any of the shareholders, directors, officers,
employees and agents of the Fund may be a shareholder, director, officer,
employee or agent of, or be otherwise interested in, the Manager, any affiliated
person of the Manager, any organization in which the Manager may have an
interest or any organization which may have an interest in the Manager; that the
Manager, any such affiliated person or any such organization may have an
interest in the Fund; and that the existence of any such dual interest shall not
affect the validity hereof or of any transactions hereunder except as otherwise
provided in the articles of incorporation of the Fund, the limited liability
company agreement of the Manager or specific provisions of applicable law.
10. This Agreement shall become effective as of the date of its execution,
and
(a) unless otherwise terminated, this Agreement shall continue in
effect for a period of one year, and from year to year thereafter so long
as such continuance is specifically approved at least annually (i) by the
Board of Directors of the Fund or by vote of a majority of the outstanding
voting securities of the Portfolio, and (ii) by vote of a majority of the
directors of the Fund who are not interested persons of the Fund or the
Manager, cast in person at a meeting called for the purpose of voting on,
such approval;
(b) this Agreement may at any time be terminated on sixty days'
written notice to the Manager either by vote of the Board of Directors of
the Fund or by vote of a majority of the outstanding voting securities of
the Portfolio;
(c) this Agreement shall automatically terminate in the event of its
assignment; and
(d) this Agreement may be terminated by the Manager on ninety days'
written notice to the Fund.
Termination of this Agreement pursuant to this section 10 shall be without
the payment of any penalty.
11. This Agreement may be amended at any time by mutual consent of the
parties, provided that, if required by law (as may be modified by any exemptions
received by the Manager), such consent on the part of the Fund shall have been
approved by vote of a majority of the outstanding voting securities of the
Portfolio and by vote of a majority of the directors of the Fund who are not
interested persons of the Fund or the Manager, cast in person at a meeting
called for the purpose of voting on such approval.
12. For the purpose of this Agreement, the terms "vote of a majority of the
outstanding voting securities," "interested person," "affiliated person" and
"assignment" shall have their respective meanings defined in the 1940 Act,
subject, however, to such exemptions as may be granted by the Securities and
Exchange Commission under the 1940 Act. References in this Agreement to any
assets, property or liabilities "belonging to" the Portfolio shall have the
meaning defined in the Fund's articles of incorporation as amended from time to
time.
13. In the absence of willful misfeasance, bad faith or gross negligence on
the part of the Manager, or reckless disregard of its obligations and duties
hereunder, the Manager shall not be subject to any liability to the Fund, to any
shareholder of the Fund or to any other person, firm or organization, for any
act or omission in the course of, or connected with, rendering services
hereunder.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first above written.
METROPOLITAN SERIES FUND, INC., METLIFE ADVISERS, LLC
on behalf of its MetLife Mid Cap Stock
Index Portfolio
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
---------------------------------- ---------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Senior Vice President Chief Financial Officer and
Treasurer
Exhibit 77Q1(e)(19)
METROPOLITAN SERIES FUND
AMENDED AND RESTATED ADVISORY AGREEMENT
(METLIFE MODERATE ALLOCATION PORTFOLIO)
AMENDED AND RESTATED AGREEMENT made this 30th day of April, 2012 by and between
METROPOLITAN SERIES FUND, a Delaware trust (the "Fund"), with respect to its
METLIFE MODERATE ALLOCATION PORTFOLIO (the "Portfolio"), and METLIFE ADVISERS,
LLC, a Delaware limited liability company (the "Manager").
WITNESSETH:
WHEREAS, the Fund and the Manager previously entered into an agreement (the
"Original Agreement") on behalf of its MetLife Moderate Allocation Portfolio
setting forth the terms upon which the Manager (or certain other parties acting
pursuant to delegation from the Manager) would perform certain services for the
Portfolio;
WHEREAS, the Fund and the Manager wish to amend and restate the Original
Agreement to modify the services the Manager will perform for the Portfolio;
NOW THEREFORE, in consideration of the premises and covenants hereinafter
contained, the parties agree as follows:
1. (a) The Fund hereby employs the Manager to furnish the Fund with
Portfolio Management Services (as defined in Section 2 hereof) and Other
Services (as defined in Section 3 hereof), subject to the authority of the
Manager to delegate any or all of its responsibilities hereunder to other
parties as provided in Sections 1(b) and (c) hereof. The Manager hereby accepts
such employment and agrees, at its own expense, to furnish such services (either
directly or pursuant to delegation to other parties as permitted by Sections
1(b) and (c) hereof) and to assume the obligations herein set forth, for the
compensation herein provided. The Manager shall, unless otherwise expressly
provided or authorized, have no authority to act for or represent the Fund in
any way or otherwise be deemed an agent of the Fund.
(b) The Manager may delegate any or all of its responsibilities
hereunder with respect to the provision of Portfolio Management Services
(and assumption of related expenses) to one or more other parties (each
such party, a "Sub-Adviser"), pursuant in each case to a written agreement
with such Sub-Adviser that meets the requirements of Section 15 of the
Investment Company Act of 1940 and the rules thereunder (the "1940 Act")
applicable to contracts for service as investment adviser of a registered
investment company (including without limitation the requirements for
approval by the directors of the Fund and the shareholders of the
Portfolio), subject, however, to such exemptions as may be granted by the
Securities and Exchange Commission. Any Sub-Adviser may (but need not) be
affiliated with the Manager. If different Sub-Advisers are engaged to
provide Portfolio Management Services with respect to different segments
of the Portfolio, the Manager shall determine, in the manner described in
the prospectus of the Portfolio from time to time in effect, what portion
of the assets belonging to the Portfolio shall be managed by each
Sub-Adviser.
(c) The Manager may delegate any or all of its responsibilities
hereunder with respect to the provision of Other Services to one or more
other parties (each such party, a "Delegatee") selected by the Manager.
Any Delegatee may (but need not) be affiliated with the Manager.
(d) The Manager agrees that all books and records which it maintains
for the Fund are the Fund's property. The Manager also agrees upon request
of 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 Manager shall permit all books and records
with respect to the Portfolio to be inspected and audited by the Fund and
the Administrator at all reasonable times during normal business hours,
upon reasonable notice. Except with respect to books and records of the
Fund that are contractually required to be maintained by a Delegatee or a
service provider to the Fund, the Manager further agrees to maintain and
preserve the Fund's books and records in accordance with the 1940 Act and
rules thereunder.
2. As used in this Agreement, "Portfolio Management Services" means
management of the investment and reinvestment of the assets belonging to the
Portfolio, consisting specifically of the following:
(a) obtaining and evaluating such economic, statistical and financial
data and information and undertaking such additional investment research
as shall be necessary or advisable for the management of the investment
and reinvestment of the assets belonging to the Portfolio in accordance
with the Portfolio's investment objectives and policies;
(b) formulating and implementing a continuous investment program for
the Portfolio, which may consist of investing the assets of the Portfolio
in other registered investment companies;
(c) taking such steps as are necessary to implement the investment
policies of the Portfolio by purchasing and selling of securities,
including the placing of orders for such purchase and sale; and
(d) regularly reporting to the Board of Directors of the Fund with
respect to the implementation of the investment policies of the Portfolio.
For so long as the Portfolio is an asset allocation portfolio and a fund of
funds under Section 12(d)(1)(G) of the 1940 Act, the Manager shall be
responsible for the following:
(a) at least annually, in conjunction with the publication of the
Portfolio's annual prospectus update and at such other dates as shall be
determined by the Manager, set the
annual asset allocation targets and select the underlying portfolios in
which the Portfolio shall invest to approximate such targets ("Portfolio
Targets");
(b) re-evaluating and adjusting, as appropriate, such targets and
underlying portfolios;
(c) re-balancing on a quarterly basis or such other basis as shall be
determined by the Manager the assets of the Portfolio based on the
Portfolio's then-current Portfolio Targets;
(d) monitoring the performance of the Portfolio and the performance
of the underlying portfolios throughout the year;
(e) monitoring the subadvisers of the underlying portfolios
throughout the year; and
(f) determining whether an underlying portfolio change, or a
Portfolio Target change is appropriate in the event of a change in the
subadviser of an underlying portfolio.
3. As used in this Agreement, "Other Services" means the provision to the
Fund, by or at the expense of the Manager, of the following:
(a) office space in such place or places as may be agreed upon from
time to time by the Fund and the Manager, and all necessary office
supplies, facilities and equipment;
(b) necessary executive and other personnel for managing and
overseeing the affairs of the Portfolio, including personnel to perform
clerical, bookkeeping, accounting, stenographic and other office functions
(exclusive of those related to and to be performed under contract for
administration, accounting, custodial, transfer, dividend and plan agency
services by the entity or entities selected to perform such services);
(c) compensation, if any, of directors of the Fund who are directors,
officers or employees of the Manager, any Sub-Adviser or any Delegatee or
of any affiliated person (other than a registered investment company) of
the Manager, any Sub-Adviser or any Delegatee;
(d) all services, other than services of counsel, required in
connection with the preparation of registration statements and
prospectuses, including amendments and revisions thereto;
(e) supervision and oversight of the Portfolio Management Services
provided by each Sub-Adviser and Other Services provided by any Delegatee;
and
(f) oversight of all matters relating to compliance by the Fund with
applicable laws and with the Fund's investment policies, restrictions and
guidelines.
4. Nothing in section 3 hereof shall require the Manager to bear, or to
reimburse the Fund for:
(a) any of the costs of printing and mailing the items referred to in
sub-section (d) of this section 3;
(b) any of the costs of preparing, printing and distributing sales
literature;
(c) compensation of directors of the Fund who are not directors,
officers or employees of the Manager, any Sub-Adviser or any Delegatee or
of any affiliated person (other than a registered investment company) of
the Manager, any Sub-Adviser or any Delegatee;
(d) registration, filing and other fees in connection with
requirements of regulatory authorities;
(e) the charges and expenses of any entity appointed by the Fund for
administration, accounting, custodial, paying agent, shareholder servicing
and plan agent services;
(f) charges and expenses of independent accountants retained by the
Fund;
(g) charges and expenses of any transfer agents and registrars
appointed by the Fund;
(h) brokers' commissions and issue and transfer taxes chargeable to
the Fund in connection with securities transactions to which the Fund is a
party;
(i) taxes and fees payable by the Fund to federal, state or other
governmental agencies;
(j) any cost of certificates representing shares of the Fund;
(k) legal fees and expenses in connection with the affairs of the
Fund including registering and qualifying its shares with Federal and
State regulatory authorities;
(l) expenses of meetings of shareholders and directors of the Fund;
and
(m) interest, including interest on borrowings by the Fund.
5. All activities undertaken by the Manager or any Sub-Adviser or Delegatee
pursuant to this Agreement shall at all times be subject to the supervision and
control of the Board of Directors of the Fund, any duly constituted committee
thereof or any officer of the Fund acting pursuant to like authority.
6. The services to be provided by the Manager and any Sub-Adviser or
Delegatee hereunder are not to be deemed exclusive and the Manager and any
Sub-Adviser or Delegatee shall be free to render similar services to others, so
long as its services hereunder are not impaired thereby.
7. As full compensation for all services rendered, facilities furnished and
expenses borne by the Manager hereunder, the Fund shall pay the Manager
compensation at the annual rate of 0.10% of the first $500 million of the
average daily net assets of the Portfolio, 0.075% of the next $500 million of
the average daily net assets of the Portfolio and 0.05% of the excess over $1
billion of the average daily net assets of the Portfolio. Such compensation
shall be payable monthly in arrears or at such other intervals, not less
frequently than quarterly, as the Board of Directors of the Fund may from time
to time determine and specify in writing to the Manager. The Manager hereby
acknowledges that the Fund's obligation to pay such compensation is binding only
on the assets and property belonging to the Portfolio.
8. Reserved.
9. It is understood that any of the shareholders, directors, officers,
employees and agents of the Fund may be a shareholder, director, officer,
employee or agent of, or be otherwise interested in, the Manager, any affiliated
person of the Manager, any organization in which the Manager may have an
interest or any organization which may have an interest in the Manager; that the
Manager, any such affiliated person or any such organization may have an
interest in the Fund; and that the existence of any such dual interest shall not
affect the validity hereof or of any transactions hereunder except as otherwise
provided in the articles of incorporation of the Fund, the limited liability
company agreement of the Manager or specific provisions of applicable law.
10. This Agreement shall become effective as of the date of its execution,
and
(a) unless otherwise terminated, this Agreement shall continue in
effect for a period of one year, and from year to year thereafter so long
as such continuance is specifically approved at least annually (i) by the
Board of Directors of the Fund or by vote of a majority of the outstanding
voting securities of the Portfolio, and (ii) by vote of a majority of the
directors of the Fund who are not interested persons of the Fund or the
Manager, cast in person at a meeting called for the purpose of voting on,
such approval;
(b) this Agreement may at any time be terminated on sixty days'
written notice to the Manager either by vote of the Board of Directors of
the Fund or by vote of a majority of the outstanding voting securities of
the Portfolio;
(c) this Agreement shall automatically terminate in the event of its
assignment; and
(d) this Agreement may be terminated by the Manager on ninety days'
written notice to the Fund.
Termination of this Agreement pursuant to this section 10 shall be without
the payment of any penalty.
11. This Agreement may be amended at any time by mutual consent of the
parties, provided that, if required by law (as may be modified by any exemptions
received by the Manager), such consent on the part of the Fund shall have been
approved by vote of a majority of the outstanding voting securities of the
Portfolio and by vote of a majority of the directors of the Fund who are not
interested persons of the Fund or the Manager, cast in person at a meeting
called for the purpose of voting on such approval.
12. For the purpose of this Agreement, the terms "vote of a majority of the
outstanding voting securities," "interested person," "affiliated person" and
"assignment" shall have their respective meanings defined in the 1940 Act,
subject, however, to such exemptions as may be granted by the Securities and
Exchange Commission under the 1940 Act. References in this Agreement to any
assets, property or liabilities "belonging to" the Portfolio shall have the
meaning defined in the Fund's articles of incorporation as amended from time to
time.
13. In the absence of willful misfeasance, bad faith or gross negligence on
the part of the Manager, or reckless disregard of its obligations and duties
hereunder, the Manager shall not be subject to any liability to the Fund, to any
shareholder of the Fund or to any other person, firm or organization, for any
act or omission in the course of, or connected with, rendering services
hereunder.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first above written.
METROPOLITAN SERIES FUND, INC., METLIFE ADVISERS, LLC
on behalf of its MetLife Moderate
Allocation Portfolio
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
------------------------------- -------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Senior Vice President Chief Financial Officer and
Treasurer
Exhibit 77Q1(e)(20)
METROPOLITAN SERIES FUND
AMENDED AND RESTATED ADVISORY AGREEMENT
(METLIFE MODERATE TO AGGRESSIVE ALLOCATION PORTFOLIO)
AMENDED AND RESTATED AGREEMENT made this 30th day of April, 2012 by and between
METROPOLITAN SERIES FUND, a Delaware trust (the "Fund"), with respect to its
METLIFE MODERATE TO AGGRESSIVE ALLOCATION PORTFOLIO (the "Portfolio"), and
METLIFE ADVISERS, LLC, a Delaware limited liability company (the "Manager").
WITNESSETH:
WHEREAS, the Fund and the Manager previously entered into an agreement (the
"Original Agreement") on behalf of its MetLife Moderate to Aggressive Allocation
Portfolio setting forth the terms upon which the Manager (or certain other
parties acting pursuant to delegation from the Manager) would perform certain
services for the Portfolio;
WHEREAS, the Fund and the Manager wish to amend and restate the Original
Agreement to modify the services the Manager will perform for the Portfolio;
NOW THEREFORE, in consideration of the premises and covenants hereinafter
contained, the parties agree as follows:
1. (a) The Fund hereby employs the Manager to furnish the Fund with
Portfolio Management Services (as defined in Section 2 hereof) and Other
Services (as defined in Section 3 hereof), subject to the authority of the
Manager to delegate any or all of its responsibilities hereunder to other
parties as provided in Sections 1(b) and (c) hereof. The Manager hereby accepts
such employment and agrees, at its own expense, to furnish such services (either
directly or pursuant to delegation to other parties as permitted by Sections
1(b) and (c) hereof) and to assume the obligations herein set forth, for the
compensation herein provided. The Manager shall, unless otherwise expressly
provided or authorized, have no authority to act for or represent the Fund in
any way or otherwise be deemed an agent of the Fund.
(b) The Manager may delegate any or all of its responsibilities
hereunder with respect to the provision of Portfolio Management Services
(and assumption of related expenses) to one or more other parties (each
such party, a "Sub-Adviser"), pursuant in each case to a written agreement
with such Sub-Adviser that meets the requirements of Section 15 of the
Investment Company Act of 1940 and the rules thereunder (the "1940 Act")
applicable to contracts for service as investment adviser of a registered
investment company (including without limitation the requirements for
approval by the directors of the Fund and the shareholders of the
Portfolio), subject, however, to such exemptions as may be granted by the
Securities and Exchange Commission. Any Sub-Adviser may (but need not) be
affiliated with the Manager. If different Sub-Advisers are engaged to
provide Portfolio Management Services with respect to different segments
of the Portfolio, the Manager shall determine, in the manner described in
the prospectus of the Portfolio from time to time in effect, what portion
of the assets belonging to the Portfolio shall be managed by each
Sub-Adviser.
(c) The Manager may delegate any or all of its responsibilities
hereunder with respect to the provision of Other Services to one or more
other parties (each such party, a "Delegatee") selected by the Manager.
Any Delegatee may (but need not) be affiliated with the Manager.
(d) The Manager agrees that all books and records which it maintains
for the Fund are the Fund's property. The Manager also agrees upon request
of 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 Manager shall permit all books and records
with respect to the Portfolio to be inspected and audited by the Fund and
the Administrator at all reasonable times during normal business hours,
upon reasonable notice. Except with respect to books and records of the
Fund that are contractually required to be maintained by a Delegatee or a
service provider to the Fund, the Manager further agrees to maintain and
preserve the Fund's books and records in accordance with the 1940 Act and
rules thereunder.
2. As used in this Agreement, "Portfolio Management Services" means
management of the investment and reinvestment of the assets belonging to the
Portfolio, consisting specifically of the following:
(a) obtaining and evaluating such economic, statistical and financial
data and information and undertaking such additional investment research
as shall be necessary or advisable for the management of the investment
and reinvestment of the assets belonging to the Portfolio in accordance
with the Portfolio's investment objectives and policies;
(b) formulating and implementing a continuous investment program for
the Portfolio, which may consist of investing the assets of the Portfolio
in other registered investment companies;
(c) taking such steps as are necessary to implement the investment
policies of the Portfolio by purchasing and selling of securities,
including the placing of orders for such purchase and sale; and
(d) regularly reporting to the Board of Directors of the Fund with
respect to the implementation of the investment policies of the Portfolio.
For so long as the Portfolio is an asset allocation portfolio and a fund of
funds under Section 12(d)(1)(G) of the 1940 Act, the Manager shall be
responsible for the following:
(a) at least annually, in conjunction with the publication of the
Portfolio's annual prospectus update and at such other dates as shall be
determined by the Manager, set the
annual asset allocation targets and select the underlying portfolios in
which the Portfolio shall invest to approximate such targets ("Portfolio
Targets");
(b) re-evaluating and adjusting, as appropriate, such targets and
underlying portfolios;
(c) re-balancing on a quarterly basis or such other basis as shall be
determined by the Manager the assets of the Portfolio based on the
Portfolio's then-current Portfolio Targets;
(d) monitoring the performance of the Portfolio and the performance
of the underlying portfolios throughout the year;
(e) monitoring the subadvisers of the underlying portfolios
throughout the year; and
(f) determining whether an underlying portfolio change, or a
Portfolio Target change is appropriate in the event of a change in the
subadviser of an underlying portfolio.
3. As used in this Agreement, "Other Services" means the provision to the
Fund, by or at the expense of the Manager, of the following:
(a) office space in such place or places as may be agreed upon from
time to time by the Fund and the Manager, and all necessary office
supplies, facilities and equipment;
(b) necessary executive and other personnel for managing and
overseeing the affairs of the Portfolio, including personnel to perform
clerical, bookkeeping, accounting, stenographic and other office functions
(exclusive of those related to and to be performed under contract for
administration, accounting, custodial, transfer, dividend and plan agency
services by the entity or entities selected to perform such services);
(c) compensation, if any, of directors of the Fund who are directors,
officers or employees of the Manager, any Sub-Adviser or any Delegatee or
of any affiliated person (other than a registered investment company) of
the Manager, any Sub-Adviser or any Delegatee;
(d) all services, other than services of counsel, required in
connection with the preparation of registration statements and
prospectuses, including amendments and revisions thereto;
(e) supervision and oversight of the Portfolio Management Services
provided by each Sub-Adviser and Other Services provided by any Delegatee;
and
(f) oversight of all matters relating to compliance by the Fund with
applicable laws and with the Fund's investment policies, restrictions and
guidelines.
4. Nothing in section 3 hereof shall require the Manager to bear, or to
reimburse the Fund for:
(a) any of the costs of printing and mailing the items referred to in
sub-section (d) of this section 3;
(b) any of the costs of preparing, printing and distributing sales
literature;
(c) compensation of directors of the Fund who are not directors,
officers or employees of the Manager, any Sub-Adviser or any Delegatee or
of any affiliated person (other than a registered investment company) of
the Manager, any Sub-Adviser or any Delegatee;
(d) registration, filing and other fees in connection with
requirements of regulatory authorities;
(e) the charges and expenses of any entity appointed by the Fund for
administration, accounting, custodial, paying agent, shareholder servicing
and plan agent services;
(f) charges and expenses of independent accountants retained by the
Fund;
(g) charges and expenses of any transfer agents and registrars
appointed by the Fund;
(h) brokers' commissions and issue and transfer taxes chargeable to
the Fund in connection with securities transactions to which the Fund is a
party;
(i) taxes and fees payable by the Fund to federal, state or other
governmental agencies;
(j) any cost of certificates representing shares of the Fund;
(k) legal fees and expenses in connection with the affairs of the
Fund including registering and qualifying its shares with Federal and
State regulatory authorities;
(l) expenses of meetings of shareholders and directors of the Fund;
and
(m) interest, including interest on borrowings by the Fund.
5. All activities undertaken by the Manager or any Sub-Adviser or Delegatee
pursuant to this Agreement shall at all times be subject to the supervision and
control of the Board of Directors of the Fund, any duly constituted committee
thereof or any officer of the Fund acting pursuant to like authority.
6. The services to be provided by the Manager and any Sub-Adviser or
Delegatee hereunder are not to be deemed exclusive and the Manager and any
Sub-Adviser or Delegatee shall be free to render similar services to others, so
long as its services hereunder are not impaired thereby.
7. As full compensation for all services rendered, facilities furnished and
expenses borne by the Manager hereunder, the Fund shall pay the Manager
compensation at the annual rate of 0.10% of the first $500 million of the
average daily net assets of the Portfolio, 0.075% of the next $500 million of
the average daily net assets of the Portfolio and 0.05% of the excess over $1
billion of the average daily net assets of the Portfolio. Such compensation
shall be payable monthly in arrears or at such other intervals, not less
frequently than quarterly, as the Board of Directors of the Fund may from time
to time determine and specify in writing to the Manager. The Manager hereby
acknowledges that the Fund's obligation to pay such compensation is binding only
on the assets and property belonging to the Portfolio.
8. Reserved.
9. It is understood that any of the shareholders, directors, officers,
employees and agents of the Fund may be a shareholder, director, officer,
employee or agent of, or be otherwise interested in, the Manager, any affiliated
person of the Manager, any organization in which the Manager may have an
interest or any organization which may have an interest in the Manager; that the
Manager, any such affiliated person or any such organization may have an
interest in the Fund; and that the existence of any such dual interest shall not
affect the validity hereof or of any transactions hereunder except as otherwise
provided in the articles of incorporation of the Fund, the limited liability
company agreement of the Manager or specific provisions of applicable law.
10. This Agreement shall become effective as of the date of its execution,
and
(a) unless otherwise terminated, this Agreement shall continue in
effect for a period of one year, and from year to year thereafter so long
as such continuance is specifically approved at least annually (i) by the
Board of Directors of the Fund or by vote of a majority of the outstanding
voting securities of the Portfolio, and (ii) by vote of a majority of the
directors of the Fund who are not interested persons of the Fund or the
Manager, cast in person at a meeting called for the purpose of voting on,
such approval;
(b) this Agreement may at any time be terminated on sixty days'
written notice to the Manager either by vote of the Board of Directors of
the Fund or by vote of a majority of the outstanding voting securities of
the Portfolio;
(c) this Agreement shall automatically terminate in the event of its
assignment; and
(d) this Agreement may be terminated by the Manager on ninety days'
written notice to the Fund.
Termination of this Agreement pursuant to this section 10 shall be without
the payment of any penalty.
11. This Agreement may be amended at any time by mutual consent of the
parties, provided that, if required by law (as may be modified by any exemptions
received by the Manager), such consent on the part of the Fund shall have been
approved by vote of a majority of the outstanding voting securities of the
Portfolio and by vote of a majority of the directors of the Fund who are not
interested persons of the Fund or the Manager, cast in person at a meeting
called for the purpose of voting on such approval.
12. For the purpose of this Agreement, the terms "vote of a majority of the
outstanding voting securities," "interested person," "affiliated person" and
"assignment" shall have their respective meanings defined in the 1940 Act,
subject, however, to such exemptions as may be granted by the Securities and
Exchange Commission under the 1940 Act. References in this Agreement to any
assets, property or liabilities "belonging to" the Portfolio shall have the
meaning defined in the Fund's articles of incorporation as amended from time to
time.
13. In the absence of willful misfeasance, bad faith or gross negligence on
the part of the Manager, or reckless disregard of its obligations and duties
hereunder, the Manager shall not be subject to any liability to the Fund, to any
shareholder of the Fund or to any other person, firm or organization, for any
act or omission in the course of, or connected with, rendering services
hereunder.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first above written.
METROPOLITAN SERIES FUND, INC., METLIFE ADVISERS, LLC
on behalf of its MetLife Moderate
to Aggressive Allocation Portfolio
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
------------------------------- -----------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Senior Vice President Chief Financial Officer and Treasurer
Exhibit 77Q1(e)(21)
METROPOLITAN SERIES FUND
AMENDED AND RESTATED ADVISORY AGREEMENT
(METLIFE STOCK INDEX PORTFOLIO)
AMENDED AND RESTATED AGREEMENT made this 30th day of April, 2012 by and between
METROPOLITAN SERIES FUND, a Delaware trust (the "Fund"), with respect to its
METLIFE STOCK INDEX PORTFOLIO (the "Portfolio"), and METLIFE ADVISERS, LLC, a
Delaware limited liability company (the "Manager").
WITNESSETH:
WHEREAS, the Fund and the Manager previously entered into an agreement (the
"Original Agreement") on behalf of its MetLife Stock Index Portfolio setting
forth the terms upon which the Manager (or certain other parties acting pursuant
to delegation from the Manager) would perform certain services for the
Portfolio;
WHEREAS, the Fund and the Manager wish to amend and restate the Original
Agreement to modify the services the Manager will perform for the Portfolio;
NOW THEREFORE, in consideration of the premises and covenants hereinafter
contained, the parties agree as follows:
1. (a) The Fund hereby employs the Manager to furnish the Fund with
Portfolio Management Services (as defined in Section 2 hereof) and Other
Services (as defined in Section 3 hereof), subject to the authority of the
Manager to delegate any or all of its responsibilities hereunder to other
parties as provided in Sections 1(b) and (c) hereof. The Manager hereby accepts
such employment and agrees, at its own expense, to furnish such services (either
directly or pursuant to delegation to other parties as permitted by Sections
1(b) and (c) hereof) and to assume the obligations herein set forth, for the
compensation herein provided. The Manager shall, unless otherwise expressly
provided or authorized, have no authority to act for or represent the Fund in
any way or otherwise be deemed an agent of the Fund.
(b) The Manager may delegate any or all of its responsibilities
hereunder with respect to the provision of Portfolio Management Services
(and assumption of related expenses) to one or more other parties (each
such party, a "Sub-Adviser"), pursuant in each case to a written agreement
with such Sub-Adviser that meets the requirements of Section 15 of the
Investment Company Act of 1940 and the rules thereunder (the "1940 Act")
applicable to contracts for service as investment adviser of a registered
investment company (including without limitation the requirements for
approval by the directors of the Fund and the shareholders of the
Portfolio), subject, however, to such exemptions as may be granted by the
Securities and Exchange Commission. Any Sub-Adviser may (but need not) be
affiliated with the Manager. If different Sub-Advisers are engaged to
provide Portfolio Management Services with respect to different segments
of the Portfolio, the Manager shall determine, in the manner described in
the prospectus of the Portfolio from time to time in effect, what portion
of the assets belonging to the Portfolio shall be managed by each
Sub-Adviser.
(c) The Manager may delegate any or all of its responsibilities
hereunder with respect to the provision of Other Services to one or more
other parties (each such party, a "Delegatee") selected by the Manager.
Any Delegatee may (but need not) be affiliated with the Manager.
2. As used in this Agreement, "Portfolio Management Services" means
management of the investment and reinvestment of the assets belonging to the
Portfolio, consisting specifically of the following:
(a) obtaining and evaluating such economic, statistical and financial
data and information and undertaking such additional investment research
as shall be necessary or advisable for the management of the investment
and reinvestment of the assets belonging to the Portfolio in accordance
with the Portfolio's investment objectives and policies;
(b) taking such steps as are necessary to implement the investment
policies of the Portfolio by purchasing and selling of securities,
including the placing of orders for such purchase and sale; and
(c) regularly reporting to the Board of Directors of the Fund with
respect to the implementation of the investment policies of the Portfolio.
3. As used in this Agreement, "Other Services" means the provision to the
Fund, by or at the expense of the Manager, of the following:
(a) office space in such place or places as may be agreed upon from
time to time by the Fund and the Manager, and all necessary office
supplies, facilities and equipment;
(b) necessary executive and other personnel for managing and
overseeing the affairs of the Portfolio, including personnel to perform
clerical, bookkeeping, accounting, stenographic and other office functions
(exclusive of those related to and to be performed under contract for
administration, accounting, custodial, transfer, dividend and plan agency
services by the entity or entities selected to perform such services);
(c) compensation, if any, of directors of the Fund who are directors,
officers or employees of the Manager, any Sub-Adviser or any Delegatee or
of any affiliated person (other than a registered investment company) of
the Manager, any Sub-Adviser or any Delegatee;
(d) all services, other than services of counsel, required in
connection with the preparation of registration statements and
prospectuses, including amendments and revisions thereto;
(e) supervision and oversight of the Portfolio Management Services
provided by each Sub-Adviser and Other Services provided by any Delegatee;
and
(f) oversight of all matters relating to compliance by the Fund with
applicable laws and with the Fund's investment policies, restrictions and
guidelines.
4. Nothing in section 3 hereof shall require the Manager to bear, or to
reimburse the Fund for:
(a) any of the costs of printing and mailing the items referred to in
sub-section (d) of this section 3;
(b) any of the costs of preparing, printing and distributing sales
literature;
(c) compensation of directors of the Fund who are not directors,
officers or employees of the Manager, any Sub-Adviser or any Delegatee or
of any affiliated person (other than a registered investment company) of
the Manager, any Sub-Adviser or any Delegatee;
(d) registration, filing and other fees in connection with
requirements of regulatory authorities;
(e) the charges and expenses of any entity appointed by the Fund for
administration, accounting, custodial, paying agent, shareholder servicing
and plan agent services;
(f) charges and expenses of independent accountants retained by the
Fund;
(g) charges and expenses of any transfer agents and registrars
appointed by the Fund;
(h) brokers' commissions and issue and transfer taxes chargeable to
the Fund in connection with securities transactions to which the Fund is a
party;
(i) taxes and fees payable by the Fund to federal, state or other
governmental agencies;
(j) any cost of certificates representing shares of the Fund;
(k) legal fees and expenses in connection with the affairs of the
Fund including registering and qualifying its shares with Federal and
State regulatory authorities;
(l) expenses of meetings of shareholders and directors of the Fund;
and
(m) interest, including interest on borrowings by the Fund.
5. All activities undertaken by the Manager or any Sub-Adviser or Delegatee
pursuant to this Agreement shall at all times be subject to the supervision and
control of the Board of Directors of the Fund, any duly constituted committee
thereof or any officer of the Fund acting pursuant to like authority.
6. The services to be provided by the Manager and any Sub-Adviser or
Delegatee hereunder are not to be deemed exclusive and the Manager and any
Sub-Adviser or Delegatee shall be free to render similar services to others, so
long as its services hereunder are not impaired thereby.
7. As full compensation for all services rendered, facilities furnished and
expenses borne by the Manager hereunder, the Fund shall pay the Manager
compensation at the annual rate of 0.25% of the average daily net assets of the
Portfolio. Such compensation shall be payable monthly in arrears or at such
other intervals, not less frequently than quarterly, as the Board of Directors
of the Fund may from time to time determine and specify in writing to the
Manager. The Manager hereby acknowledges that the Fund's obligation to pay such
compensation is binding only on the assets and property belonging to the
Portfolio.
8. Reserved.
9. It is understood that any of the shareholders, directors, officers,
employees and agents of the Fund may be a shareholder, director, officer,
employee or agent of, or be otherwise interested in, the Manager, any affiliated
person of the Manager, any organization in which the Manager may have an
interest or any organization which may have an interest in the Manager; that the
Manager, any such affiliated person or any such organization may have an
interest in the Fund; and that the existence of any such dual interest shall not
affect the validity hereof or of any transactions hereunder except as otherwise
provided in the articles of incorporation of the Fund, the limited liability
company agreement of the Manager or specific provisions of applicable law.
10. This Agreement shall become effective as of the date of its execution,
and
(a) unless otherwise terminated, this Agreement shall continue in
effect for a period of one year, and from year to year thereafter so long
as such continuance is specifically approved at least annually (i) by the
Board of Directors of the Fund or by vote of a majority of the outstanding
voting securities of the Portfolio, and (ii) by vote of a majority of the
directors of the Fund who are not interested persons of the Fund or the
Manager, cast in person at a meeting called for the purpose of voting on,
such approval;
(b) this Agreement may at any time be terminated on sixty days'
written notice to the Manager either by vote of the Board of Directors of
the Fund or by vote of a majority of the outstanding voting securities of
the Portfolio;
(c) this Agreement shall automatically terminate in the event of its
assignment; and
(d) this Agreement may be terminated by the Manager on ninety days'
written notice to the Fund.
Termination of this Agreement pursuant to this section 10 shall be without
the payment of any penalty.
11. This Agreement may be amended at any time by mutual consent of the
parties, provided that, if required by law (as may be modified by any exemptions
received by the Manager), such consent on the part of the Fund shall have been
approved by vote of a majority of the outstanding voting securities of the
Portfolio and by vote of a majority of the directors of the Fund who are not
interested persons of the Fund or the Manager, cast in person at a meeting
called for the purpose of voting on such approval.
12. For the purpose of this Agreement, the terms "vote of a majority of the
outstanding voting securities," "interested person," "affiliated person" and
"assignment" shall have their respective meanings defined in the 1940 Act,
subject, however, to such exemptions as may be granted by the Securities and
Exchange Commission under the 1940 Act. References in this Agreement to any
assets, property or liabilities "belonging to" the Portfolio shall have the
meaning defined in the Fund's articles of incorporation as amended from time to
time.
13. In the absence of willful misfeasance, bad faith or gross negligence on
the part of the Manager, or reckless disregard of its obligations and duties
hereunder, the Manager shall not be subject to any liability to the Fund, to any
shareholder of the Fund or to any other person, firm or organization, for any
act or omission in the course of, or connected with, rendering services
hereunder.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first above written.
METROPOLITAN SERIES FUND, INC., METLIFE ADVISERS, LLC
on behalf of its MetLife Stock
Index Portfolio
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
------------------------------ ---------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Senior Vice President Chief Financial Officer and Treasurer
Exhibit 77Q1(e)(22)
METROPOLITAN SERIES FUND
AMENDED AND RESTATED ADVISORY AGREEMENT
(MFS TOTAL RETURN PORTFOLIO)
AMENDED AND RESTATED AGREEMENT made this 30th day of April, 2012 by and between
METROPOLITAN SERIES FUND, a Delaware trust (the "Fund"), with respect to its MFS
TOTAL RETURN PORTFOLIO (the "Portfolio"), and METLIFE ADVISERS, LLC, a Delaware
limited liability company (the "Manager").
WITNESSETH:
WHEREAS, the Fund and the Manager previously entered into an agreement (the
"Original Agreement") on behalf of its MFS Total Return Portfolio setting forth
the terms upon which the Manager (or certain other parties acting pursuant to
delegation from the Manager) would perform certain services for the Portfolio;
WHEREAS, the Fund and the Manager wish to amend and restate the Original
Agreement to modify the services the Manager will perform for the Portfolio;
NOW THEREFORE, in consideration of the premises and covenants hereinafter
contained, the parties agree as follows:
1. (a) The Fund hereby employs the Manager to furnish the Fund with
Portfolio Management Services (as defined in Section 2 hereof) and Other
Services (as defined in Section 3 hereof), subject to the authority of the
Manager to delegate any or all of its responsibilities hereunder to other
parties as provided in Sections 1(b) and (c) hereof. The Manager hereby accepts
such employment and agrees, at its own expense, to furnish such services (either
directly or pursuant to delegation to other parties as permitted by Sections
1(b) and (c) hereof) and to assume the obligations herein set forth, for the
compensation herein provided. The Manager shall, unless otherwise expressly
provided or authorized, have no authority to act for or represent the Fund in
any way or otherwise be deemed an agent of the Fund.
(b) The Manager may delegate any or all of its responsibilities
hereunder with respect to the provision of Portfolio Management Services
(and assumption of related expenses) to one or more other parties (each
such party, a "Sub-Adviser"), pursuant in each case to a written agreement
with such Sub-Adviser that meets the requirements of Section 15 of the
Investment Company Act of 1940 and the rules thereunder (the "1940 Act")
applicable to contracts for service as investment adviser of a registered
investment company (including without limitation the requirements for
approval by the directors of the Fund and the shareholders of the
Portfolio), subject, however, to such exemptions as may be granted by the
Securities and Exchange Commission. Any Sub-Adviser may (but need not) be
affiliated with the Manager. If different Sub-Advisers are engaged to
provide Portfolio Management Services with respect to different segments
of the Portfolio, the Manager shall determine, in the manner described in
the prospectus of the Portfolio from time to time in effect, what portion
of the assets belonging to the Portfolio shall be managed by each
Sub-Adviser.
(c) The Manager may delegate any or all of its responsibilities
hereunder with respect to the provision of Other Services to one or more
other parties (each such party, a "Delegatee") selected by the Manager.
Any Delegatee may (but need not) be affiliated with the Manager.
2. As used in this Agreement, "Portfolio Management Services" means
management of the investment and reinvestment of the assets belonging to the
Portfolio, consisting specifically of the following:
(a) obtaining and evaluating such economic, statistical and financial
data and information and undertaking such additional investment research
as shall be necessary or advisable for the management of the investment
and reinvestment of the assets belonging to the Portfolio in accordance
with the Portfolio's investment objectives and policies;
(b) taking such steps as are necessary to implement the investment
policies of the Portfolio by purchasing and selling of securities,
including the placing of orders for such purchase and sale; and
(c) regularly reporting to the Board of Directors of the Fund with
respect to the implementation of the investment policies of the Portfolio.
3. As used in this Agreement, "Other Services" means the provision to the
Fund, by or at the expense of the Manager, of the following:
(a) office space in such place or places as may be agreed upon from
time to time by the Fund and the Manager, and all necessary office
supplies, facilities and equipment;
(b) necessary executive and other personnel for managing and
overseeing the affairs of the Portfolio, including personnel to perform
clerical, bookkeeping, accounting, stenographic and other office functions
(exclusive of those related to and to be performed under contract for
administration, accounting, custodial, transfer, dividend and plan agency
services by the entity or entities selected to perform such services);
(c) compensation, if any, of directors of the Fund who are directors,
officers or employees of the Manager, any Sub-Adviser or any Delegatee or
of any affiliated person (other than a registered investment company) of
the Manager, any Sub-Adviser or any Delegatee;
(d) all services, other than services of counsel, required in
connection with the preparation of registration statements and
prospectuses, including amendments and revisions thereto;
(e) supervision and oversight of the Portfolio Management Services
provided by each Sub-Adviser and Other Services provided by any Delegatee;
and
(f) oversight of all matters relating to compliance by the Fund with
applicable laws and with the Fund's investment policies, restrictions and
guidelines.
4. Nothing in section 3 hereof shall require the Manager to bear, or to
reimburse the Fund for:
(a) any of the costs of printing and mailing the items referred to in
sub-section (d) of this section 3;
(b) any of the costs of preparing, printing and distributing sales
literature;
(c) compensation of directors of the Fund who are not directors,
officers or employees of the Manager, any Sub-Adviser or any Delegatee or
of any affiliated person (other than a registered investment company) of
the Manager, any Sub-Adviser or any Delegatee;
(d) registration, filing and other fees in connection with
requirements of regulatory authorities;
(e) the charges and expenses of any entity appointed by the Fund for
administration, accounting, custodial, paying agent, shareholder servicing
and plan agent services;
(f) charges and expenses of independent accountants retained by the
Fund;
(g) charges and expenses of any transfer agents and registrars
appointed by the Fund;
(h) brokers' commissions and issue and transfer taxes chargeable to
the Fund in connection with securities transactions to which the Fund is a
party;
(i) taxes and fees payable by the Fund to federal, state or other
governmental agencies;
(j) any cost of certificates representing shares of the Fund;
(k) legal fees and expenses in connection with the affairs of the
Fund including registering and qualifying its shares with Federal and
State regulatory authorities;
(l) expenses of meetings of shareholders and directors of the Fund;
and
(m) interest, including interest on borrowings by the Fund.
5. All activities undertaken by the Manager or any Sub-Adviser or Delegatee
pursuant to this Agreement shall at all times be subject to the supervision and
control of the Board of Directors of the Fund, any duly constituted committee
thereof or any officer of the Fund acting pursuant to like authority.
6. The services to be provided by the Manager and any Sub-Adviser or
Delegatee hereunder are not to be deemed exclusive and the Manager and any
Sub-Adviser or Delegatee shall be free to render similar services to others, so
long as its services hereunder are not impaired thereby.
7. As full compensation for all services rendered, facilities furnished and
expenses borne by the Manager hereunder, the Fund shall pay the Manager
compensation at the annual rate of 0.60% of the first $250 million of the
average daily net assets of the Portfolio, 0.55% of the next $500 million of the
average daily net assets of the Portfolio and 0.50% of the excess over $750
million of the average daily net assets of the Portfolio. Such compensation
shall be payable monthly in arrears or at such other intervals, not less
frequently than quarterly, as the Board of Directors of the Fund may from time
to time determine and specify in writing to the Manager. The Manager hereby
acknowledges that the Fund's obligation to pay such compensation is binding only
on the assets and property belonging to the Portfolio.
8. Reserved.
9. It is understood that any of the shareholders, directors, officers,
employees and agents of the Fund may be a shareholder, director, officer,
employee or agent of, or be otherwise interested in, the Manager, any affiliated
person of the Manager, any organization in which the Manager may have an
interest or any organization which may have an interest in the Manager; that the
Manager, any such affiliated person or any such organization may have an
interest in the Fund; and that the existence of any such dual interest shall not
affect the validity hereof or of any transactions hereunder except as otherwise
provided in the articles of incorporation of the Fund, the limited liability
company agreement of the Manager or specific provisions of applicable law.
10. This Agreement shall become effective as of the date of its execution,
and
(a) unless otherwise terminated, this Agreement shall continue in
effect for a period of one year, and from year to year thereafter so long
as such continuance is specifically approved at least annually (i) by the
Board of Directors of the Fund or by vote of a majority of the outstanding
voting securities of the Portfolio, and (ii) by vote of a majority of the
directors of the Fund who are not interested persons of the Fund or the
Manager, cast in person at a meeting called for the purpose of voting on,
such approval;
(b) this Agreement may at any time be terminated on sixty days'
written notice to the Manager either by vote of the Board of Directors of
the Fund or by vote of a majority of the outstanding voting securities of
the Portfolio;
(c) this Agreement shall automatically terminate in the event of its
assignment; and
(d) this Agreement may be terminated by the Manager on ninety days'
written notice to the Fund.
Termination of this Agreement pursuant to this section 10 shall be without
the payment of any penalty.
11. This Agreement may be amended at any time by mutual consent of the
parties, provided that, if required by law (as may be modified by any exemptions
received by the Manager), such consent on the part of the Fund shall have been
approved by vote of a majority of the outstanding voting securities of the
Portfolio and by vote of a majority of the directors of the Fund who are not
interested persons of the Fund or the Manager, cast in person at a meeting
called for the purpose of voting on such approval.
12. For the purpose of this Agreement, the terms "vote of a majority of the
outstanding voting securities," "interested person," "affiliated person" and
"assignment" shall have their respective meanings defined in the 1940 Act,
subject, however, to such exemptions as may be granted by the Securities and
Exchange Commission under the 1940 Act. References in this Agreement to any
assets, property or liabilities "belonging to" the Portfolio shall have the
meaning defined in the Fund's articles of incorporation as amended from time to
time.
13. In the absence of willful misfeasance, bad faith or gross negligence on
the part of the Manager, or reckless disregard of its obligations and duties
hereunder, the Manager shall not be subject to any liability to the Fund, to any
shareholder of the Fund or to any other person, firm or organization, for any
act or omission in the course of, or connected with, rendering services
hereunder.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first above written.
METROPOLITAN SERIES FUND, INC., METLIFE ADVISERS, LLC
on behalf of its MFS Total
Return Portfolio
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
----------------------------- ----------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Senior Vice President Chief Financial Officer and Treasurer
Exhibit 77Q1(e)(23)
METROPOLITAN SERIES FUND
AMENDED AND RESTATED ADVISORY AGREEMENT
(MFS VALUE PORTFOLIO)
AMENDED AND RESTATED AGREEMENT made this 30th day of April, 2012 by and between
METROPOLITAN SERIES FUND, a Delaware trust (the "Fund"), with respect to its MFS
VALUE PORTFOLIO (the "Portfolio"), and METLIFE ADVISERS, LLC, a Delaware limited
liability company (the "Manager").
WITNESSETH:
WHEREAS, the Fund and the Manager previously entered into an agreement (the
"Original Agreement") on behalf of its MFS Value Portfolio setting forth the
terms upon which the Manager (or certain other parties acting pursuant to
delegation from the Manager) would perform certain services for the Portfolio;
WHEREAS, the Fund and the Manager wish to amend and restate the Original
Agreement to modify the services the Manager will perform for the Portfolio;
NOW THEREFORE, in consideration of the premises and covenants hereinafter
contained, the parties agree as follows:
1. (a) The Fund hereby employs the Manager to furnish the Fund with
Portfolio Management Services (as defined in Section 2 hereof) and Other
Services (as defined in Section 3 hereof), subject to the authority of the
Manager to delegate any or all of its responsibilities hereunder to other
parties as provided in Sections 1(b) and (c) hereof. The Manager hereby accepts
such employment and agrees, at its own expense, to furnish such services (either
directly or pursuant to delegation to other parties as permitted by Sections
1(b) and (c) hereof) and to assume the obligations herein set forth, for the
compensation herein provided. The Manager shall, unless otherwise expressly
provided or authorized, have no authority to act for or represent the Fund in
any way or otherwise be deemed an agent of the Fund.
(b) The Manager may delegate any or all of its responsibilities
hereunder with respect to the provision of Portfolio Management Services
(and assumption of related expenses) to one or more other parties (each
such party, a "Sub-Adviser"), pursuant in each case to a written agreement
with such Sub-Adviser that meets the requirements of Section 15 of the
Investment Company Act of 1940 and the rules thereunder (the "1940 Act")
applicable to contracts for service as investment adviser of a registered
investment company (including without limitation the requirements for
approval by the directors of the Fund and the shareholders of the
Portfolio), subject, however, to such exemptions as may be granted by the
Securities and Exchange Commission. Any Sub-Adviser may (but need not) be
affiliated with the Manager. If different Sub-Advisers are engaged to
provide Portfolio Management Services with respect to different segments
of the Portfolio, the Manager shall determine, in the manner described in
the prospectus of the Portfolio from time to time in effect, what portion
of the assets belonging to the Portfolio shall be managed by each
Sub-Adviser.
(c) The Manager may delegate any or all of its responsibilities
hereunder with respect to the provision of Other Services to one or more
other parties (each such party, a "Delegatee") selected by the Manager.
Any Delegatee may (but need not) be affiliated with the Manager.
2. As used in this Agreement, "Portfolio Management Services" means
management of the investment and reinvestment of the assets belonging to the
Portfolio, consisting specifically of the following:
(a) obtaining and evaluating such economic, statistical and financial
data and information and undertaking such additional investment research
as shall be necessary or advisable for the management of the investment
and reinvestment of the assets belonging to the Portfolio in accordance
with the Portfolio's investment objectives and policies;
(b) taking such steps as are necessary to implement the investment
policies of the Portfolio by purchasing and selling of securities,
including the placing of orders for such purchase and sale; and
(c) regularly reporting to the Board of Directors of the Fund with
respect to the implementation of the investment policies of the Portfolio.
3. As used in this Agreement, "Other Services" means the provision to the
Fund, by or at the expense of the Manager, of the following:
(a) office space in such place or places as may be agreed upon from
time to time by the Fund and the Manager, and all necessary office
supplies, facilities and equipment;
(b) necessary executive and other personnel for managing and
overseeing the affairs of the Portfolio, including personnel to perform
clerical, bookkeeping, accounting, stenographic and other office functions
(exclusive of those related to and to be performed under contract for
administration, accounting, custodial, transfer, dividend and plan agency
services by the entity or entities selected to perform such services);
(c) compensation, if any, of directors of the Fund who are directors,
officers or employees of the Manager, any Sub-Adviser or any Delegatee or
of any affiliated person (other than a registered investment company) of
the Manager, any Sub-Adviser or any Delegatee;
(d) all services, other than services of counsel, required in
connection with the preparation of registration statements and
prospectuses, including amendments and revisions thereto;
(e) supervision and oversight of the Portfolio Management Services
provided by each Sub-Adviser and Other Services provided by any Delegatee;
and
(f) oversight of all matters relating to compliance by the Fund with
applicable laws and with the Fund's investment policies, restrictions and
guidelines.
4. Nothing in section 3 hereof shall require the Manager to bear, or to
reimburse the Fund for:
(a) any of the costs of printing and mailing the items referred to in
sub-section (d) of this section 3;
(b) any of the costs of preparing, printing and distributing sales
literature;
(c) compensation of directors of the Fund who are not directors,
officers or employees of the Manager, any Sub-Adviser or any Delegatee or
of any affiliated person (other than a registered investment company) of
the Manager, any Sub-Adviser or any Delegatee;
(d) registration, filing and other fees in connection with
requirements of regulatory authorities;
(e) the charges and expenses of any entity appointed by the Fund for
administration, accounting, custodial, paying agent, shareholder servicing
and plan agent services;
(f) charges and expenses of independent accountants retained by the
Fund;
(g) charges and expenses of any transfer agents and registrars
appointed by the Fund;
(h) brokers' commissions and issue and transfer taxes chargeable to
the Fund in connection with securities transactions to which the Fund is a
party;
(i) taxes and fees payable by the Fund to federal, state or other
governmental agencies;
(j) any cost of certificates representing shares of the Fund;
(k) legal fees and expenses in connection with the affairs of the
Fund including registering and qualifying its shares with Federal and
State regulatory authorities;
(l) expenses of meetings of shareholders and directors of the Fund;
and
(m) interest, including interest on borrowings by the Fund.
5. All activities undertaken by the Manager or any Sub-Adviser or Delegatee
pursuant to this Agreement shall at all times be subject to the supervision and
control of the Board of Directors of the Fund, any duly constituted committee
thereof or any officer of the Fund acting pursuant to like authority.
6. The services to be provided by the Manager and any Sub-Adviser or
Delegatee hereunder are not to be deemed exclusive and the Manager and any
Sub-Adviser or Delegatee shall be free to render similar services to others, so
long as its services hereunder are not impaired thereby.
7. As full compensation for all services rendered, facilities furnished and
expenses borne by the Manager hereunder, the Fund shall pay the Manager
compensation at the annual rate of 0.75% of the first $250 million of the
average daily net assets of the Portfolio, 0.70% of the next $2.25 billion of
the average daily net assets of the Portfolio, 0.675% of the next $2.5 billion
of the average daily net assets of the Portfolio, and 0.65% of the excess over
$5 billion of the average daily net assets of the Portfolio. Such compensation
shall be payable monthly in arrears or at such other intervals, not less
frequently than quarterly, as the Board of Directors of the Fund may from time
to time determine and specify in writing to the Manager. The Manager hereby
acknowledges that the Fund's obligation to pay such compensation is binding only
on the assets and property belonging to the Portfolio.
8. Reserved.
9. It is understood that any of the shareholders, directors, officers,
employees and agents of the Fund may be a shareholder, director, officer,
employee or agent of, or be otherwise interested in, the Manager, any affiliated
person of the Manager, any organization in which the Manager may have an
interest or any organization which may have an interest in the Manager; that the
Manager, any such affiliated person or any such organization may have an
interest in the Fund; and that the existence of any such dual interest shall not
affect the validity hereof or of any transactions hereunder except as otherwise
provided in the articles of incorporation of the Fund, the limited liability
company agreement of the Manager or specific provisions of applicable law.
10. This Agreement shall become effective as of the date of its execution,
and
(a) unless otherwise terminated, this Agreement shall continue in
effect for a period of one year, and from year to year thereafter so long
as such continuance is specifically approved at least annually (i) by the
Board of Directors of the Fund or by vote of a majority of the outstanding
voting securities of the Portfolio, and (ii) by vote of a majority of the
directors of the Fund who are not interested persons of the Fund or the
Manager, cast in person at a meeting called for the purpose of voting on,
such approval;
(b) this Agreement may at any time be terminated on sixty days'
written notice to the Manager either by vote of the Board of Directors of
the Fund or by vote of a majority of the outstanding voting securities of
the Portfolio;
(c) this Agreement shall automatically terminate in the event of its
assignment; and
(d) this Agreement may be terminated by the Manager on ninety days'
written notice to the Fund.
Termination of this Agreement pursuant to this section 10 shall be without
the payment of any penalty.
11. This Agreement may be amended at any time by mutual consent of the
parties, provided that, if required by law (as may be modified by any exemptions
received by the Manager), such consent on the part of the Fund shall have been
approved by vote of a majority of the outstanding voting securities of the
Portfolio and by vote of a majority of the directors of the Fund who are not
interested persons of the Fund or the Manager, cast in person at a meeting
called for the purpose of voting on such approval.
12. For the purpose of this Agreement, the terms "vote of a majority of the
outstanding voting securities," "interested person," "affiliated person" and
"assignment" shall have their respective meanings defined in the 1940 Act,
subject, however, to such exemptions as may be granted by the Securities and
Exchange Commission under the 1940 Act. References in this Agreement to any
assets, property or liabilities "belonging to" the Portfolio shall have the
meaning defined in the Fund's articles of incorporation as amended from time to
time.
13. In the absence of willful misfeasance, bad faith or gross negligence on
the part of the Manager, or reckless disregard of its obligations and duties
hereunder, the Manager shall not be subject to any liability to the Fund, to any
shareholder of the Fund or to any other person, firm or organization, for any
act or omission in the course of, or connected with, rendering services
hereunder.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first above written.
METROPOLITAN SERIES FUND, INC., METLIFE ADVISERS, LLC
on behalf of its MFS Value
Portfolio
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
-------------------------------- ------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Senior Vice President Chief Financial Officer and
Treasurer
Exhibit 77Q1(e)(24)
METROPOLITAN SERIES FUND
AMENDED AND RESTATED ADVISORY AGREEMENT
(MSCI EAFE INDEX PORTFOLIO (F/K/A ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ EAFE INDEX PORTFOLIO))
AMENDED AND RESTATED AGREEMENT made this 30th day of April, 2012 by and between
METROPOLITAN SERIES FUND, a Delaware trust (the "Fund"), with respect to its
MSCI EAFE INDEX PORTFOLIO (f/k/a ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ EAFE Index Portoflio) (the
"Portfolio"), and METLIFE ADVISERS, LLC, a Delaware limited liability company
(the "Manager").
WITNESSETH:
WHEREAS, the Fund and the Manager previously entered into an agreement (the
"Original Agreement") on behalf of its MSCI EAFE Index Portfolio (f/k/a ▇▇▇▇▇▇
▇▇▇▇▇▇▇ EAFE Index Portfolio) setting forth the terms upon which the Manager (or
certain other parties acting pursuant to delegation from the Manager) would
perform certain services for the Portfolio;
WHEREAS, the Fund and the Manager wish to amend and restate the Original
Agreement to modify the services the Manager will perform for the Portfolio;
NOW THEREFORE, in consideration of the premises and covenants hereinafter
contained, the parties agree as follows:
1. (a) The Fund hereby employs the Manager to furnish the Fund with
Portfolio Management Services (as defined in Section 2 hereof) and Other
Services (as defined in Section 3 hereof), subject to the authority of the
Manager to delegate any or all of its responsibilities hereunder to other
parties as provided in Sections 1(b) and (c) hereof. The Manager hereby accepts
such employment and agrees, at its own expense, to furnish such services (either
directly or pursuant to delegation to other parties as permitted by Sections
1(b) and (c) hereof) and to assume the obligations herein set forth, for the
compensation herein provided. The Manager shall, unless otherwise expressly
provided or authorized, have no authority to act for or represent the Fund in
any way or otherwise be deemed an agent of the Fund.
(b) The Manager may delegate any or all of its responsibilities
hereunder with respect to the provision of Portfolio Management Services
(and assumption of related expenses) to one or more other parties (each
such party, a "Sub-Adviser"), pursuant in each case to a written agreement
with such Sub-Adviser that meets the requirements of Section 15 of the
Investment Company Act of 1940 and the rules thereunder (the "1940 Act")
applicable to contracts for service as investment adviser of a registered
investment company (including without limitation the requirements for
approval by the directors of the Fund and the shareholders of the
Portfolio), subject, however, to such exemptions as
may be granted by the Securities and Exchange Commission. Any Sub-Adviser
may (but need not) be affiliated with the Manager. If different
Sub-Advisers are engaged to provide Portfolio Management Services with
respect to different segments of the Portfolio, the Manager shall
determine, in the manner described in the prospectus of the Portfolio from
time to time in effect, what portion of the assets belonging to the
Portfolio shall be managed by each Sub-Adviser.
(c) The Manager may delegate any or all of its responsibilities
hereunder with respect to the provision of Other Services to one or more
other parties (each such party, a "Delegatee") selected by the Manager.
Any Delegatee may (but need not) be affiliated with the Manager.
2. As used in this Agreement, "Portfolio Management Services" means
management of the investment and reinvestment of the assets belonging to the
Portfolio, consisting specifically of the following:
(a) obtaining and evaluating such economic, statistical and financial
data and information and undertaking such additional investment research
as shall be necessary or advisable for the management of the investment
and reinvestment of the assets belonging to the Portfolio in accordance
with the Portfolio's investment objectives and policies;
(b) taking such steps as are necessary to implement the investment
policies of the Portfolio by purchasing and selling of securities,
including the placing of orders for such purchase and sale; and
(c) regularly reporting to the Board of Directors of the Fund with
respect to the implementation of the investment policies of the Portfolio.
3. As used in this Agreement, "Other Services" means the provision to the
Fund, by or at the expense of the Manager, of the following:
(a) office space in such place or places as may be agreed upon from
time to time by the Fund and the Manager, and all necessary office
supplies, facilities and equipment;
(b) necessary executive and other personnel for managing and
overseeing the affairs of the Portfolio, including personnel to perform
clerical, bookkeeping, accounting, stenographic and other office functions
(exclusive of those related to and to be performed under contract for
administration, accounting, custodial, transfer, dividend and plan agency
services by the entity or entities selected to perform such services);
(c) compensation, if any, of directors of the Fund who are directors,
officers or employees of the Manager, any Sub-Adviser or any Delegatee or
of any affiliated person (other than a registered investment company) of
the Manager, any Sub-Adviser or any Delegatee;
(d) all services, other than services of counsel, required in
connection with the preparation of registration statements and
prospectuses, including amendments and revisions thereto;
(e) supervision and oversight of the Portfolio Management Services
provided by each Sub-Adviser and Other Services provided by any Delegatee;
and
(f) oversight of all matters relating to compliance by the Fund with
applicable laws and with the Fund's investment policies, restrictions and
guidelines.
4. Nothing in section 3 hereof shall require the Manager to bear, or to
reimburse the Fund for:
(a) any of the costs of printing and mailing the items referred to in
sub-section (d) of this section 3;
(b) any of the costs of preparing, printing and distributing sales
literature;
(c) compensation of directors of the Fund who are not directors,
officers or employees of the Manager, any Sub-Adviser or any Delegatee or
of any affiliated person (other than a registered investment company) of
the Manager, any Sub-Adviser or any Delegatee;
(d) registration, filing and other fees in connection with
requirements of regulatory authorities;
(e) the charges and expenses of any entity appointed by the Fund for
administration, accounting, custodial, paying agent, shareholder servicing
and plan agent services;
(f) charges and expenses of independent accountants retained by the
Fund;
(g) charges and expenses of any transfer agents and registrars
appointed by the Fund;
(h) brokers' commissions and issue and transfer taxes chargeable to
the Fund in connection with securities transactions to which the Fund is a
party;
(i) taxes and fees payable by the Fund to federal, state or other
governmental agencies;
(j) any cost of certificates representing shares of the Fund;
(k) legal fees and expenses in connection with the affairs of the
Fund including registering and qualifying its shares with Federal and
State regulatory authorities;
(l) expenses of meetings of shareholders and directors of the Fund;
and
(m) interest, including interest on borrowings by the Fund.
5. All activities undertaken by the Manager or any Sub-Adviser or Delegatee
pursuant to this Agreement shall at all times be subject to the supervision and
control of the Board of Directors of the Fund, any duly constituted committee
thereof or any officer of the Fund acting pursuant to like authority.
6. The services to be provided by the Manager and any Sub-Adviser or
Delegatee hereunder are not to be deemed exclusive and the Manager and any
Sub-Adviser or Delegatee shall be free to render similar services to others, so
long as its services hereunder are not impaired thereby.
7. As full compensation for all services rendered, facilities furnished and
expenses borne by the Manager hereunder, the Fund shall pay the Manager
compensation at the annual rate of 0.30% of the average daily net assets of the
Portfolio. Such compensation shall be payable monthly in arrears or at such
other intervals, not less frequently than quarterly, as the Board of Directors
of the Fund may from time to time determine and specify in writing to the
Manager. The Manager hereby acknowledges that the Fund's obligation to pay such
compensation is binding only on the assets and property belonging to the
Portfolio.
8. Reserved.
9. It is understood that any of the shareholders, directors, officers,
employees and agents of the Fund may be a shareholder, director, officer,
employee or agent of, or be otherwise interested in, the Manager, any affiliated
person of the Manager, any organization in which the Manager may have an
interest or any organization which may have an interest in the Manager; that the
Manager, any such affiliated person or any such organization may have an
interest in the Fund; and that the existence of any such dual interest shall not
affect the validity hereof or of any transactions hereunder except as otherwise
provided in the articles of incorporation of the Fund, the limited liability
company agreement of the Manager or specific provisions of applicable law.
10. This Agreement shall become effective as of the date of its execution,
and
(a) unless otherwise terminated, this Agreement shall continue in
effect for a period of one year, and from year to year thereafter so long
as such continuance is specifically approved at least annually (i) by the
Board of Directors of the Fund or by vote of a majority of the outstanding
voting securities of the Portfolio, and (ii) by vote of a majority of the
directors of the Fund who are not interested persons of the Fund or the
Manager, cast in person at a meeting called for the purpose of voting on,
such approval;
(b) this Agreement may at any time be terminated on sixty days'
written notice to the Manager either by vote of the Board of Directors of
the Fund or by vote of a majority of the outstanding voting securities of
the Portfolio;
(c) this Agreement shall automatically terminate in the event of its
assignment; and
(d) this Agreement may be terminated by the Manager on ninety days'
written notice to the Fund.
Termination of this Agreement pursuant to this section 10 shall be without
the payment of any penalty.
11. This Agreement may be amended at any time by mutual consent of the
parties, provided that, if required by law (as may be modified by any exemptions
received by the Manager), such consent on the part of the Fund shall have been
approved by vote of a majority of the outstanding voting securities of the
Portfolio and by vote of a majority of the directors of the Fund who are not
interested persons of the Fund or the Manager, cast in person at a meeting
called for the purpose of voting on such approval.
12. For the purpose of this Agreement, the terms "vote of a majority of the
outstanding voting securities," "interested person," "affiliated person" and
"assignment" shall have their respective meanings defined in the 1940 Act,
subject, however, to such exemptions as may be granted by the Securities and
Exchange Commission under the 1940 Act. References in this Agreement to any
assets, property or liabilities "belonging to" the Portfolio shall have the
meaning defined in the Fund's articles of incorporation as amended from time to
time.
13. In the absence of willful misfeasance, bad faith or gross negligence on
the part of the Manager, or reckless disregard of its obligations and duties
hereunder, the Manager shall not be subject to any liability to the Fund, to any
shareholder of the Fund or to any other person, firm or organization, for any
act or omission in the course of, or connected with, rendering services
hereunder.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first above written.
METROPOLITAN SERIES FUND, INC., METLIFE ADVISERS, LLC
on behalf of its MSCI EAFE Index
Portfolio (f/k/a ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
EAFE Index Portfolio)
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
------------------------------- ----------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Senior Vice President Chief Financial Officer and
Treasurer
Exhibit 77Q1(e)(25)
METROPOLITAN SERIES FUND
AMENDED AND RESTATED ADVISORY AGREEMENT
(▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ GENESIS PORTFOLIO)
AMENDED AND RESTATED AGREEMENT made this 30th day of April, 2012 by and between
METROPOLITAN SERIES FUND, a Delaware trust (the "Fund"), with respect to its
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ GENESIS PORTFOLIO (the "Portfolio"), and METLIFE ADVISERS, LLC,
a Delaware limited liability company (the "Manager").
WITNESSETH:
WHEREAS, the Fund and the Manager previously entered into an agreement (the
"Original Agreement") on behalf of its ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Genesis Portfolio
setting forth the terms upon which the Manager (or certain other parties acting
pursuant to delegation from the Manager) would perform certain services for the
Portfolio;
WHEREAS, the Fund and the Manager wish to amend and restate the Original
Agreement to modify the services the Manager will perform for the Portfolio;
NOW THEREFORE, in consideration of the premises and covenants hereinafter
contained, the parties agree as follows:
1. (a) The Fund hereby employs the Manager to furnish the Fund with
Portfolio Management Services (as defined in Section 2 hereof) and Other
Services (as defined in Section 3 hereof), subject to the authority of the
Manager to delegate any or all of its responsibilities hereunder to other
parties as provided in Sections 1(b) and (c) hereof. The Manager hereby accepts
such employment and agrees, at its own expense, to furnish such services (either
directly or pursuant to delegation to other parties as permitted by Sections
1(b) and (c) hereof) and to assume the obligations herein set forth, for the
compensation herein provided. The Manager shall, unless otherwise expressly
provided or authorized, have no authority to act for or represent the Fund in
any way or otherwise be deemed an agent of the Fund.
(b) The Manager may delegate any or all of its responsibilities
hereunder with respect to the provision of Portfolio Management Services
(and assumption of related expenses) to one or more other parties (each
such party, a "Sub-Adviser"), pursuant in each case to a written agreement
with such Sub-Adviser that meets the requirements of Section 15 of the
Investment Company Act of 1940 and the rules thereunder (the "1940 Act")
applicable to contracts for service as investment adviser of a registered
investment company (including without limitation the requirements for
approval by the directors of the Fund and the shareholders of the
Portfolio), subject, however, to such exemptions as may be granted by the
Securities and Exchange Commission. Any Sub-Adviser may (but need not) be
affiliated with the Manager. If different Sub-Advisers are engaged to
provide Portfolio Management Services with respect to different segments
of the Portfolio, the Manager shall determine, in the manner described in
the prospectus of the Portfolio from time to time in effect, what portion
of the assets belonging to the Portfolio shall be managed by each
Sub-Adviser.
(c) The Manager may delegate any or all of its responsibilities
hereunder with respect to the provision of Other Services to one or more
other parties (each such party, a "Delegatee") selected by the Manager.
Any Delegatee may (but need not) be affiliated with the Manager.
2. As used in this Agreement, "Portfolio Management Services" means
management of the investment and reinvestment of the assets belonging to the
Portfolio, consisting specifically of the following:
(a) obtaining and evaluating such economic, statistical and financial
data and information and undertaking such additional investment research
as shall be necessary or advisable for the management of the investment
and reinvestment of the assets belonging to the Portfolio in accordance
with the Portfolio's investment objectives and policies;
(b) taking such steps as are necessary to implement the investment
policies of the Portfolio by purchasing and selling of securities,
including the placing of orders for such purchase and sale; and
(c) regularly reporting to the Board of Directors of the Fund with
respect to the implementation of the investment policies of the Portfolio.
3. As used in this Agreement, "Other Services" means the provision to the
Fund, by or at the expense of the Manager, of the following:
(a) office space in such place or places as may be agreed upon from
time to time by the Fund and the Manager, and all necessary office
supplies, facilities and equipment;
(b) necessary executive and other personnel for managing and
overseeing the affairs of the Portfolio, including personnel to perform
clerical, bookkeeping, accounting, stenographic and other office functions
(exclusive of those related to and to be performed under contract for
administration, accounting, custodial, transfer, dividend and plan agency
services by the entity or entities selected to perform such services);
(c) compensation, if any, of directors of the Fund who are directors,
officers or employees of the Manager, any Sub-Adviser or any Delegatee or
of any affiliated person (other than a registered investment company) of
the Manager, any Sub-Adviser or any Delegatee;
(d) all services, other than services of counsel, required in
connection with the preparation of registration statements and
prospectuses, including amendments and revisions thereto;
(e) supervision and oversight of the Portfolio Management Services
provided by each Sub-Adviser and Other Services provided by any Delegatee;
and
(f) oversight of all matters relating to compliance by the Fund with
applicable laws and with the Fund's investment policies, restrictions and
guidelines.
4. Nothing in section 3 hereof shall require the Manager to bear, or to
reimburse the Fund for:
(a) any of the costs of printing and mailing the items referred to in
sub-section (d) of this section 3;
(b) any of the costs of preparing, printing and distributing sales
literature;
(c) compensation of directors of the Fund who are not directors,
officers or employees of the Manager, any Sub-Adviser or any Delegatee or
of any affiliated person (other than a registered investment company) of
the Manager, any Sub-Adviser or any Delegatee;
(d) registration, filing and other fees in connection with
requirements of regulatory authorities;
(e) the charges and expenses of any entity appointed by the Fund for
administration, accounting, custodial, paying agent, shareholder servicing
and plan agent services;
(f) charges and expenses of independent accountants retained by the
Fund;
(g) charges and expenses of any transfer agents and registrars
appointed by the Fund;
(h) brokers' commissions and issue and transfer taxes chargeable to
the Fund in connection with securities transactions to which the Fund is a
party;
(i) taxes and fees payable by the Fund to federal, state or other
governmental agencies;
(j) any cost of certificates representing shares of the Fund;
(k) legal fees and expenses in connection with the affairs of the
Fund including registering and qualifying its shares with Federal and
State regulatory authorities;
(l) expenses of meetings of shareholders and directors of the Fund;
and
(m) interest, including interest on borrowings by the Fund.
5. All activities undertaken by the Manager or any Sub-Adviser or Delegatee
pursuant to this Agreement shall at all times be subject to the supervision and
control of the Board of Directors of the Fund, any duly constituted committee
thereof or any officer of the Fund acting pursuant to like authority.
6. The services to be provided by the Manager and any Sub-Adviser or
Delegatee hereunder are not to be deemed exclusive and the Manager and any
Sub-Adviser or Delegatee shall be free to render similar services to others, so
long as its services hereunder are not impaired thereby.
7. As full compensation for all services rendered, facilities furnished and
expenses borne by the Manager hereunder, the Fund shall pay the Manager
compensation at the annual rate of 0.85% of the first $500 million of the
average daily net assets of the Portfolio, 0.80% of the next $500 million of the
average daily net assets of the Portfolio and 0.75% of the excess over $1
billion of the average daily net assets of the Portfolio. Such compensation
shall be payable monthly in arrears or at such other intervals, not less
frequently than quarterly, as the Board of Directors of the Fund may from time
to time determine and specify in writing to the Manager. The Manager hereby
acknowledges that the Fund's obligation to pay such compensation is binding only
on the assets and property belonging to the Portfolio.
8. Reserved.
9. It is understood that any of the shareholders, directors, officers,
employees and agents of the Fund may be a shareholder, director, officer,
employee or agent of, or be otherwise interested in, the Manager, any affiliated
person of the Manager, any organization in which the Manager may have an
interest or any organization which may have an interest in the Manager; that the
Manager, any such affiliated person or any such organization may have an
interest in the Fund; and that the existence of any such dual interest shall not
affect the validity hereof or of any transactions hereunder except as otherwise
provided in the articles of incorporation of the Fund, the limited liability
company agreement of the Manager or specific provisions of applicable law.
10. This Agreement shall become effective as of the date of its execution,
and
(a) unless otherwise terminated, this Agreement shall continue in
effect for a period of one year, and from year to year thereafter so long
as such continuance is specifically approved at least annually (i) by the
Board of Directors of the Fund or by vote of a majority of the outstanding
voting securities of the Portfolio, and (ii) by vote of a majority of the
directors of the Fund who are not interested persons of the Fund or the
Manager, cast in person at a meeting called for the purpose of voting on,
such approval;
(b) this Agreement may at any time be terminated on sixty days'
written notice to the Manager either by vote of the Board of Directors of
the Fund or by vote of a majority of the outstanding voting securities of
the Portfolio;
(c) this Agreement shall automatically terminate in the event of its
assignment; and
(d) this Agreement may be terminated by the Manager on ninety days'
written notice to the Fund.
Termination of this Agreement pursuant to this section 10 shall be without
the payment of any penalty.
11. This Agreement may be amended at any time by mutual consent of the
parties, provided that, if required by law (as may be modified by any exemptions
received by the Manager), such consent on the part of the Fund shall have been
approved by vote of a majority of the outstanding voting securities of the
Portfolio and by vote of a majority of the directors of the Fund who are not
interested persons of the Fund or the Manager, cast in person at a meeting
called for the purpose of voting on such approval.
12. For the purpose of this Agreement, the terms "vote of a majority of the
outstanding voting securities," "interested person," "affiliated person" and
"assignment" shall have their respective meanings defined in the 1940 Act,
subject, however, to such exemptions as may be granted by the Securities and
Exchange Commission under the 1940 Act. References in this Agreement to any
assets, property or liabilities "belonging to" the Portfolio shall have the
meaning defined in the Fund's articles of incorporation as amended from time to
time.
13. In the absence of willful misfeasance, bad faith or gross negligence on
the part of the Manager, or reckless disregard of its obligations and duties
hereunder, the Manager shall not be subject to any liability to the Fund, to any
shareholder of the Fund or to any other person, firm or organization, for any
act or omission in the course of, or connected with, rendering services
hereunder.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first above written.
METROPOLITAN SERIES FUND, INC., METLIFE ADVISERS, LLC
on behalf of its ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ Genesis Portfolio
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
----------------------------- ---------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Senior Vice President Chief Financial Officer and Treasurer
Exhibit 77Q1(e)(26)
METROPOLITAN SERIES FUND
AMENDED AND RESTATED ADVISORY AGREEMENT
(▇▇▇▇▇▇▇▇▇▇▇ GLOBAL EQUITY PORTFOLIO)
AMENDED AND RESTATED AGREEMENT made this 30th day of April, 2012 by and between
METROPOLITAN SERIES FUND, a Delaware trust (the "Fund"), with respect to its
▇▇▇▇▇▇▇▇▇▇▇ GLOBAL EQUITY PORTFOLIO (the "Portfolio"), and METLIFE ADVISERS,
LLC, a Delaware limited liability company (the "Manager").
WITNESSETH:
WHEREAS, the Fund and the Manager previously entered into an agreement (the
"Original Agreement") on behalf of its ▇▇▇▇▇▇▇▇▇▇▇ Global Equity Portfolio
setting forth the terms upon which the Manager (or certain other parties acting
pursuant to delegation from the Manager) would perform certain services for the
Portfolio;
WHEREAS, the Fund and the Manager wish to amend and restate the Original
Agreement to modify the services the Manager will perform for the Portfolio;
NOW THEREFORE, in consideration of the premises and covenants hereinafter
contained, the parties agree as follows:
1. (a) The Fund hereby employs the Manager to furnish the Fund with
Portfolio Management Services (as defined in Section 2 hereof) and Other
Services (as defined in Section 3 hereof), subject to the authority of the
Manager to delegate any or all of its responsibilities hereunder to other
parties as provided in Sections 1(b) and (c) hereof. The Manager hereby accepts
such employment and agrees, at its own expense, to furnish such services (either
directly or pursuant to delegation to other parties as permitted by Sections
1(b) and (c) hereof) and to assume the obligations herein set forth, for the
compensation herein provided. The Manager shall, unless otherwise expressly
provided or authorized, have no authority to act for or represent the Fund in
any way or otherwise be deemed an agent of the Fund.
(b) The Manager may delegate any or all of its responsibilities
hereunder with respect to the provision of Portfolio Management Services
(and assumption of related expenses) to one or more other parties (each
such party, a "Sub-Adviser"), pursuant in each case to a written agreement
with such Sub-Adviser that meets the requirements of Section 15 of the
Investment Company Act of 1940 and the rules thereunder (the "1940 Act")
applicable to contracts for service as investment adviser of a registered
investment company (including without limitation the requirements for
approval by the directors of the Fund and the shareholders of the
Portfolio), subject, however, to such exemptions as may be granted by the
Securities and Exchange Commission. Any Sub-Adviser may (but need not) be
affiliated with the Manager. If different Sub-Advisers are engaged to
provide Portfolio Management Services with respect to different segments
of the Portfolio, the Manager shall determine, in the manner described in
the prospectus of the Portfolio from time to time in effect, what portion
of the assets belonging to the Portfolio shall be managed by each
Sub-Adviser.
(c) The Manager may delegate any or all of its responsibilities
hereunder with respect to the provision of Other Services to one or more
other parties (each such party, a "Delegatee") selected by the Manager.
Any Delegatee may (but need not) be affiliated with the Manager.
2. As used in this Agreement, "Portfolio Management Services" means
management of the investment and reinvestment of the assets belonging to the
Portfolio, consisting specifically of the following:
(a) obtaining and evaluating such economic, statistical and financial
data and information and undertaking such additional investment research
as shall be necessary or advisable for the management of the investment
and reinvestment of the assets belonging to the Portfolio in accordance
with the Portfolio's investment objectives and policies;
(b) taking such steps as are necessary to implement the investment
policies of the Portfolio by purchasing and selling of securities,
including the placing of orders for such purchase and sale; and
(c) regularly reporting to the Board of Directors of the Fund with
respect to the implementation of the investment policies of the Portfolio.
3. As used in this Agreement, "Other Services" means the provision to the
Fund, by or at the expense of the Manager, of the following:
(a) office space in such place or places as may be agreed upon from
time to time by the Fund and the Manager, and all necessary office
supplies, facilities and equipment;
(b) necessary executive and other personnel for managing and
overseeing the affairs of the Portfolio, including personnel to perform
clerical, bookkeeping, accounting, stenographic and other office functions
(exclusive of those related to and to be performed under contract for
administration, accounting, custodial, transfer, dividend and plan agency
services by the entity or entities selected to perform such services);
(c) compensation, if any, of directors of the Fund who are directors,
officers or employees of the Manager, any Sub-Adviser or any Delegatee or
of any affiliated person (other than a registered investment company) of
the Manager, any Sub-Adviser or any Delegatee;
(d) all services, other than services of counsel, required in
connection with the preparation of registration statements and
prospectuses, including amendments and revisions thereto;
(e) supervision and oversight of the Portfolio Management Services
provided by each Sub-Adviser and Other Services provided by any Delegatee;
and
(f) oversight of all matters relating to compliance by the Fund with
applicable laws and with the Fund's investment policies, restrictions and
guidelines.
4. Nothing in section 3 hereof shall require the Manager to bear, or to
reimburse the Fund for:
(a) any of the costs of printing and mailing the items referred to in
sub-section (d) of this section 3;
(b) any of the costs of preparing, printing and distributing sales
literature;
(c) compensation of directors of the Fund who are not directors,
officers or employees of the Manager, any Sub-Adviser or any Delegatee or
of any affiliated person (other than a registered investment company) of
the Manager, any Sub-Adviser or any Delegatee;
(d) registration, filing and other fees in connection with
requirements of regulatory authorities;
(e) the charges and expenses of any entity appointed by the Fund for
administration, accounting, custodial, paying agent, shareholder servicing
and plan agent services;
(f) charges and expenses of independent accountants retained by the
Fund;
(g) charges and expenses of any transfer agents and registrars
appointed by the Fund;
(h) brokers' commissions and issue and transfer taxes chargeable to
the Fund in connection with securities transactions to which the Fund is a
party;
(i) taxes and fees payable by the Fund to federal, state or other
governmental agencies;
(j) any cost of certificates representing shares of the Fund;
(k) legal fees and expenses in connection with the affairs of the
Fund including registering and qualifying its shares with Federal and
State regulatory authorities;
(l) expenses of meetings of shareholders and directors of the Fund;
and
(m) interest, including interest on borrowings by the Fund.
5. All activities undertaken by the Manager or any Sub-Adviser or Delegatee
pursuant to this Agreement shall at all times be subject to the supervision and
control of the Board of Directors of the Fund, any duly constituted committee
thereof or any officer of the Fund acting pursuant to like authority.
6. The services to be provided by the Manager and any Sub-Adviser or
Delegatee hereunder are not to be deemed exclusive and the Manager and any
Sub-Adviser or Delegatee shall be free to render similar services to others, so
long as its services hereunder are not impaired thereby.
7. As full compensation for all services rendered, facilities furnished and
expenses borne by the Manager hereunder, the Fund shall pay the Manager
compensation at the annual rate of 0.90% of the first $50 million of the average
daily net assets of the Portfolio, 0.55% of the next $50 mllion of the average
daily net assets of the Portfolio, 0.50% of the next $400 million of the average
daily net assets of the Portfolio and 0.475% of the excess over $500 million of
the average daily net assets of the Portfolio. Such compensation shall be
payable monthly in arrears or at such other intervals, not less frequently than
quarterly, as the Board of Directors of the Fund may from time to time determine
and specify in writing to the Manager. The Manager hereby acknowledges that the
Fund's obligation to pay such compensation is binding only on the assets and
property belonging to the Portfolio.
8. Reserved.
9. It is understood that any of the shareholders, directors, officers,
employees and agents of the Fund may be a shareholder, director, officer,
employee or agent of, or be otherwise interested in, the Manager, any affiliated
person of the Manager, any organization in which the Manager may have an
interest or any organization which may have an interest in the Manager; that the
Manager, any such affiliated person or any such organization may have an
interest in the Fund; and that the existence of any such dual interest shall not
affect the validity hereof or of any transactions hereunder except as otherwise
provided in the articles of incorporation of the Fund, the limited liability
company agreement of the Manager or specific provisions of applicable law.
10. This Agreement shall become effective as of the date of its execution,
and
(a) unless otherwise terminated, this Agreement shall continue in
effect for a period of one year, and from year to year thereafter so long
as such continuance is specifically approved at least annually (i) by the
Board of Directors of the Fund or by vote of a majority of the outstanding
voting securities of the Portfolio, and (ii) by vote of a majority of the
directors of the Fund who are not interested persons of the Fund or the
Manager, cast in person at a meeting called for the purpose of voting on,
such approval;
(b) this Agreement may at any time be terminated on sixty days'
written notice to the Manager either by vote of the Board of Directors of
the Fund or by vote of a majority of the outstanding voting securities of
the Portfolio;
(c) this Agreement shall automatically terminate in the event of its
assignment; and
(d) this Agreement may be terminated by the Manager on ninety days'
written notice to the Fund.
Termination of this Agreement pursuant to this section 10 shall be without
the payment of any penalty.
11. This Agreement may be amended at any time by mutual consent of the
parties, provided that, if required by law (as may be modified by any exemptions
received by the Manager), such consent on the part of the Fund shall have been
approved by vote of a majority of the outstanding voting securities of the
Portfolio and by vote of a majority of the directors of the Fund who are not
interested persons of the Fund or the Manager, cast in person at a meeting
called for the purpose of voting on such approval.
12. For the purpose of this Agreement, the terms "vote of a majority of the
outstanding voting securities," "interested person," "affiliated person" and
"assignment" shall have their respective meanings defined in the 1940 Act,
subject, however, to such exemptions as may be granted by the Securities and
Exchange Commission under the 1940 Act. References in this Agreement to any
assets, property or liabilities "belonging to" the Portfolio shall have the
meaning defined in the Fund's articles of incorporation as amended from time to
time.
13. In the absence of willful misfeasance, bad faith or gross negligence on
the part of the Manager, or reckless disregard of its obligations and duties
hereunder, the Manager shall not be subject to any liability to the Fund, to any
shareholder of the Fund or to any other person, firm or organization, for any
act or omission in the course of, or connected with, rendering services
hereunder.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first above written.
METROPOLITAN SERIES FUND, INC., METLIFE ADVISERS, LLC
on behalf of its ▇▇▇▇▇▇▇▇▇▇▇
Global Equity Portfolio
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
----------------------------- ---------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Senior Vice President Chief Financial Officer and Treasurer
Exhibit 77Q1(e)(27)
METROPOLITAN SERIES FUND
AMENDED AND RESTATED ADVISORY AGREEMENT
(▇▇▇▇▇▇▇ 2000 INDEX PORTFOLIO)
AMENDED AND RESTATED AGREEMENT made this 30th day of April, 2012 by and between
METROPOLITAN SERIES FUND, a Delaware trust (the "Fund"), with respect to its
▇▇▇▇▇▇▇ 2000 INDEX PORTFOLIO (the "Portfolio"), and METLIFE ADVISERS, LLC, a
Delaware limited liability company (the "Manager").
WITNESSETH:
WHEREAS, the Fund and the Manager previously entered into an agreement (the
"Original Agreement") on behalf of its ▇▇▇▇▇▇▇ 2000 Index Portfolio setting
forth the terms upon which the Manager (or certain other parties acting pursuant
to delegation from the Manager) would perform certain services for the
Portfolio;
WHEREAS, the Fund and the Manager wish to amend and restate the Original
Agreement to modify the services the Manager will perform for the Portfolio;
NOW THEREFORE, in consideration of the premises and covenants hereinafter
contained, the parties agree as follows:
1. (a) The Fund hereby employs the Manager to furnish the Fund with
Portfolio Management Services (as defined in Section 2 hereof) and Other
Services (as defined in Section 3 hereof), subject to the authority of the
Manager to delegate any or all of its responsibilities hereunder to other
parties as provided in Sections 1(b) and (c) hereof. The Manager hereby accepts
such employment and agrees, at its own expense, to furnish such services (either
directly or pursuant to delegation to other parties as permitted by Sections
1(b) and (c) hereof) and to assume the obligations herein set forth, for the
compensation herein provided. The Manager shall, unless otherwise expressly
provided or authorized, have no authority to act for or represent the Fund in
any way or otherwise be deemed an agent of the Fund.
(b) The Manager may delegate any or all of its responsibilities
hereunder with respect to the provision of Portfolio Management Services
(and assumption of related expenses) to one or more other parties (each
such party, a "Sub-Adviser"), pursuant in each case to a written agreement
with such Sub-Adviser that meets the requirements of Section 15 of the
Investment Company Act of 1940 and the rules thereunder (the "1940 Act")
applicable to contracts for service as investment adviser of a registered
investment company (including without limitation the requirements for
approval by the directors of the Fund and the shareholders of the
Portfolio), subject, however, to such exemptions as may be granted by the
Securities and Exchange Commission. Any Sub-Adviser may (but need not) be
affiliated with the Manager. If different Sub-Advisers are engaged to
provide Portfolio Management Services with respect to different segments of
the Portfolio, the Manager shall determine, in the manner described in the
prospectus of the Portfolio from time to time in effect, what portion of
the assets belonging to the Portfolio shall be managed by each Sub-Adviser.
(c) The Manager may delegate any or all of its responsibilities
hereunder with respect to the provision of Other Services to one or more
other parties (each such party, a "Delegatee") selected by the Manager. Any
Delegatee may (but need not) be affiliated with the Manager.
2. As used in this Agreement, "Portfolio Management Services" means
management of the investment and reinvestment of the assets belonging to the
Portfolio, consisting specifically of the following:
(a) obtaining and evaluating such economic, statistical and financial
data and information and undertaking such additional investment research as
shall be necessary or advisable for the management of the investment and
reinvestment of the assets belonging to the Portfolio in accordance with
the Portfolio's investment objectives and policies;
(b) taking such steps as are necessary to implement the investment
policies of the Portfolio by purchasing and selling of securities,
including the placing of orders for such purchase and sale; and
(c) regularly reporting to the Board of Directors of the Fund with
respect to the implementation of the investment policies of the Portfolio.
3. As used in this Agreement, "Other Services" means the provision to the
Fund, by or at the expense of the Manager, of the following:
(a) office space in such place or places as may be agreed upon from
time to time by the Fund and the Manager, and all necessary office
supplies, facilities and equipment;
(b) necessary executive and other personnel for managing and
overseeing the affairs of the Portfolio, including personnel to perform
clerical, bookkeeping, accounting, stenographic and other office functions
(exclusive of those related to and to be performed under contract for
administration, accounting, custodial, transfer, dividend and plan agency
services by the entity or entities selected to perform such services);
(c) compensation, if any, of directors of the Fund who are directors,
officers or employees of the Manager, any Sub-Adviser or any Delegatee or
of any affiliated person (other than a registered investment company) of
the Manager, any Sub-Adviser or any Delegatee;
(d) all services, other than services of counsel, required in
connection with the preparation of registration statements and
prospectuses, including amendments and revisions thereto;
(e) supervision and oversight of the Portfolio Management Services
provided by each Sub-Adviser and Other Services provided by any Delegatee;
and
(f) oversight of all matters relating to compliance by the Fund with
applicable laws and with the Fund's investment policies, restrictions and
guidelines.
4. Nothing in section 3 hereof shall require the Manager to bear, or to
reimburse the Fund for:
(a) any of the costs of printing and mailing the items referred to in
sub-section (d) of this section 3;
(b) any of the costs of preparing, printing and distributing sales
literature;
(c) compensation of directors of the Fund who are not directors,
officers or employees of the Manager, any Sub-Adviser or any Delegatee or
of any affiliated person (other than a registered investment company) of
the Manager, any Sub-Adviser or any Delegatee;
(d) registration, filing and other fees in connection with
requirements of regulatory authorities;
(e) the charges and expenses of any entity appointed by the Fund for
administration, accounting, custodial, paying agent, shareholder servicing
and plan agent services;
(f) charges and expenses of independent accountants retained by the
Fund;
(g) charges and expenses of any transfer agents and registrars
appointed by the Fund;
(h) brokers' commissions and issue and transfer taxes chargeable to
the Fund in connection with securities transactions to which the Fund is a
party;
(i) taxes and fees payable by the Fund to federal, state or other
governmental agencies;
(j) any cost of certificates representing shares of the Fund;
(k) legal fees and expenses in connection with the affairs of the Fund
including registering and qualifying its shares with Federal and State
regulatory authorities;
(l) expenses of meetings of shareholders and directors of the Fund;
and
(m) interest, including interest on borrowings by the Fund.
5. All activities undertaken by the Manager or any Sub-Adviser or Delegatee
pursuant to this Agreement shall at all times be subject to the supervision and
control of the Board of Directors of the Fund, any duly constituted committee
thereof or any officer of the Fund acting pursuant to like authority.
6. The services to be provided by the Manager and any Sub-Adviser or
Delegatee hereunder are not to be deemed exclusive and the Manager and any
Sub-Adviser or Delegatee shall be free to render similar services to others, so
long as its services hereunder are not impaired thereby.
7. As full compensation for all services rendered, facilities furnished and
expenses borne by the Manager hereunder, the Fund shall pay the Manager
compensation at the annual rate of 0.25% of the average daily net assets of the
Portfolio. Such compensation shall be payable monthly in arrears or at such
other intervals, not less frequently than quarterly, as the Board of Directors
of the Fund may from time to time determine and specify in writing to the
Manager. The Manager hereby acknowledges that the Fund's obligation to pay such
compensation is binding only on the assets and property belonging to the
Portfolio.
8. Reserved.
9. It is understood that any of the shareholders, directors, officers,
employees and agents of the Fund may be a shareholder, director, officer,
employee or agent of, or be otherwise interested in, the Manager, any affiliated
person of the Manager, any organization in which the Manager may have an
interest or any organization which may have an interest in the Manager; that the
Manager, any such affiliated person or any such organization may have an
interest in the Fund; and that the existence of any such dual interest shall not
affect the validity hereof or of any transactions hereunder except as otherwise
provided in the articles of incorporation of the Fund, the limited liability
company agreement of the Manager or specific provisions of applicable law.
10. This Agreement shall become effective as of the date of its execution,
and
(a) unless otherwise terminated, this Agreement shall continue in
effect for a period of one year, and from year to year thereafter so long
as such continuance is specifically approved at least annually (i) by the
Board of Directors of the Fund or by vote of a majority of the outstanding
voting securities of the Portfolio, and (ii) by vote of a majority of the
directors of the Fund who are not interested persons of the Fund or the
Manager, cast in person at a meeting called for the purpose of voting on,
such approval;
(b) this Agreement may at any time be terminated on sixty days'
written notice to the Manager either by vote of the Board of Directors of
the Fund or by vote of a majority of the outstanding voting securities of
the Portfolio;
(c) this Agreement shall automatically terminate in the event of its
assignment; and
(d) this Agreement may be terminated by the Manager on ninety days'
written notice to the Fund.
Termination of this Agreement pursuant to this section 10 shall be without
the payment of any penalty.
11. This Agreement may be amended at any time by mutual consent of the
parties, provided that, if required by law (as may be modified by any exemptions
received by the Manager), such consent on the part of the Fund shall have been
approved by vote of a majority of the outstanding voting securities of the
Portfolio and by vote of a majority of the directors of the Fund who are not
interested persons of the Fund or the Manager, cast in person at a meeting
called for the purpose of voting on such approval.
12. For the purpose of this Agreement, the terms "vote of a majority of the
outstanding voting securities," "interested person," "affiliated person" and
"assignment" shall have their respective meanings defined in the 1940 Act,
subject, however, to such exemptions as may be granted by the Securities and
Exchange Commission under the 1940 Act. References in this Agreement to any
assets, property or liabilities "belonging to" the Portfolio shall have the
meaning defined in the Fund's articles of incorporation as amended from time to
time.
13. In the absence of willful misfeasance, bad faith or gross negligence on
the part of the Manager, or reckless disregard of its obligations and duties
hereunder, the Manager shall not be subject to any liability to the Fund, to any
shareholder of the Fund or to any other person, firm or organization, for any
act or omission in the course of, or connected with, rendering services
hereunder.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first above written.
METROPOLITAN SERIES FUND, INC., METLIFE ADVISERS, LLC
on behalf of its ▇▇▇▇▇▇▇ 2000
Index Portfolio
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
----------------------------- ---------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Senior Vice President Chief Financial Officer and Treasurer
Exhibit 77Q1(e)(28)
METROPOLITAN SERIES FUND
AMENDED AND RESTATED ADVISORY AGREEMENT
(▇. ▇▇▇▇ PRICE LARGE CAP GROWTH PORTFOLIO)
AMENDED AND RESTATED AGREEMENT made this 30th day of April, 2012 by and between
METROPOLITAN SERIES FUND, a Delaware trust (the "Fund"), with respect to its ▇.
▇▇▇▇ PRICE LARGE CAP GROWTH PORTFOLIO (the "Portfolio"), and METLIFE ADVISERS,
LLC, a Delaware limited liability company (the "Manager").
WITNESSETH:
WHEREAS, the Fund and the Manager previously entered into an agreement (the
"Original Agreement") on behalf of its ▇. ▇▇▇▇ Price Large Cap Growth Portfolio
setting forth the terms upon which the Manager (or certain other parties acting
pursuant to delegation from the Manager) would perform certain services for the
Portfolio;
WHEREAS, the Fund and the Manager wish to amend and restate the Original
Agreement to modify the services the Manager will perform for the Portfolio;
NOW THEREFORE, in consideration of the premises and covenants hereinafter
contained, the parties agree as follows:
1. (a) The Fund hereby employs the Manager to furnish the Fund with
Portfolio Management Services (as defined in Section 2 hereof) and Other
Services (as defined in Section 3 hereof), subject to the authority of the
Manager to delegate any or all of its responsibilities hereunder to other
parties as provided in Sections 1(b) and (c) hereof. The Manager hereby accepts
such employment and agrees, at its own expense, to furnish such services (either
directly or pursuant to delegation to other parties as permitted by Sections
1(b) and (c) hereof) and to assume the obligations herein set forth, for the
compensation herein provided. The Manager shall, unless otherwise expressly
provided or authorized, have no authority to act for or represent the Fund in
any way or otherwise be deemed an agent of the Fund.
(b) The Manager may delegate any or all of its responsibilities
hereunder with respect to the provision of Portfolio Management Services
(and assumption of related expenses) to one or more other parties (each
such party, a "Sub-Adviser"), pursuant in each case to a written agreement
with such Sub-Adviser that meets the requirements of Section 15 of the
Investment Company Act of 1940 and the rules thereunder (the "1940 Act")
applicable to contracts for service as investment adviser of a registered
investment company (including without limitation the requirements for
approval by the directors of the Fund and the shareholders of the
Portfolio), subject, however, to such exemptions as may be granted by the
Securities and Exchange Commission. Any Sub-Adviser may (but need not) be
affiliated with the Manager. If different Sub-Advisers are engaged to
provide Portfolio Management Services with respect to different segments of
the Portfolio, the Manager shall determine, in the manner described in the
prospectus of the Portfolio from time to time in effect, what portion of
the assets belonging to the Portfolio shall be managed by each Sub-Adviser.
(c) The Manager may delegate any or all of its responsibilities
hereunder with respect to the provision of Other Services to one or more
other parties (each such party, a "Delegatee") selected by the Manager. Any
Delegatee may (but need not) be affiliated with the Manager.
2. As used in this Agreement, "Portfolio Management Services" means
management of the investment and reinvestment of the assets belonging to the
Portfolio, consisting specifically of the following:
(a) obtaining and evaluating such economic, statistical and financial
data and information and undertaking such additional investment research as
shall be necessary or advisable for the management of the investment and
reinvestment of the assets belonging to the Portfolio in accordance with
the Portfolio's investment objectives and policies;
(b) taking such steps as are necessary to implement the investment
policies of the Portfolio by purchasing and selling of securities,
including the placing of orders for such purchase and sale; and
(c) regularly reporting to the Board of Directors of the Fund with
respect to the implementation of the investment policies of the Portfolio.
3. As used in this Agreement, "Other Services" means the provision to the
Fund, by or at the expense of the Manager, of the following:
(a) office space in such place or places as may be agreed upon from
time to time by the Fund and the Manager, and all necessary office
supplies, facilities and equipment;
(b) necessary executive and other personnel for managing and
overseeing the affairs of the Portfolio, including personnel to perform
clerical, bookkeeping, accounting, stenographic and other office functions
(exclusive of those related to and to be performed under contract for
administration, accounting, custodial, transfer, dividend and plan agency
services by the entity or entities selected to perform such services);
(c) compensation, if any, of directors of the Fund who are directors,
officers or employees of the Manager, any Sub-Adviser or any Delegatee or
of any affiliated person (other than a registered investment company) of
the Manager, any Sub-Adviser or any Delegatee;
(d) all services, other than services of counsel, required in
connection with the preparation of registration statements and
prospectuses, including amendments and revisions thereto;
(e) supervision and oversight of the Portfolio Management Services
provided by each Sub-Adviser and Other Services provided by any Delegatee;
and
(f) oversight of all matters relating to compliance by the Fund with
applicable laws and with the Fund's investment policies, restrictions and
guidelines.
4. Nothing in section 3 hereof shall require the Manager to bear, or to
reimburse the Fund for:
(a) any of the costs of printing and mailing the items referred to in
sub-section (d) of this section 3;
(b) any of the costs of preparing, printing and distributing sales
literature;
(c) compensation of directors of the Fund who are not directors,
officers or employees of the Manager, any Sub-Adviser or any Delegatee or
of any affiliated person (other than a registered investment company) of
the Manager, any Sub-Adviser or any Delegatee;
(d) registration, filing and other fees in connection with
requirements of regulatory authorities;
(e) the charges and expenses of any entity appointed by the Fund for
administration, accounting, custodial, paying agent, shareholder servicing
and plan agent services;
(f) charges and expenses of independent accountants retained by the
Fund;
(g) charges and expenses of any transfer agents and registrars
appointed by the Fund;
(h) brokers' commissions and issue and transfer taxes chargeable to
the Fund in connection with securities transactions to which the Fund is a
party;
(i) taxes and fees payable by the Fund to federal, state or other
governmental agencies;
(j) any cost of certificates representing shares of the Fund;
(k) legal fees and expenses in connection with the affairs of the Fund
including registering and qualifying its shares with Federal and State
regulatory authorities;
(l) expenses of meetings of shareholders and directors of the Fund;
and
(m) interest, including interest on borrowings by the Fund.
5. All activities undertaken by the Manager or any Sub-Adviser or Delegatee
pursuant to this Agreement shall at all times be subject to the supervision and
control of the Board of Directors of the Fund, any duly constituted committee
thereof or any officer of the Fund acting pursuant to like authority.
6. The services to be provided by the Manager and any Sub-Adviser or
Delegatee hereunder are not to be deemed exclusive and the Manager and any
Sub-Adviser or Delegatee shall be free to render similar services to others, so
long as its services hereunder are not impaired thereby.
7. As full compensation for all services rendered, facilities furnished and
expenses borne by the Manager hereunder, the Fund shall pay the Manager
compensation at the annual rate of 0.65% of the first $50 million of the average
daily net assets of the Portfolio and 0.60% of the excess over $50 million of
the average daily net assets of the Portfolio. Such compensation shall be
payable monthly in arrears or at such other intervals, not less frequently than
quarterly, as the Board of Directors of the Fund may from time to time determine
and specify in writing to the Manager. The Manager hereby acknowledges that the
Fund's obligation to pay such compensation is binding only on the assets and
property belonging to the Portfolio.
8. Reserved.
9. It is understood that any of the shareholders, directors, officers,
employees and agents of the Fund may be a shareholder, director, officer,
employee or agent of, or be otherwise interested in, the Manager, any affiliated
person of the Manager, any organization in which the Manager may have an
interest or any organization which may have an interest in the Manager; that the
Manager, any such affiliated person or any such organization may have an
interest in the Fund; and that the existence of any such dual interest shall not
affect the validity hereof or of any transactions hereunder except as otherwise
provided in the articles of incorporation of the Fund, the limited liability
company agreement of the Manager or specific provisions of applicable law.
10. This Agreement shall become effective as of the date of its execution,
and
(a) unless otherwise terminated, this Agreement shall continue in
effect for a period of one year, and from year to year thereafter so long
as such continuance is specifically approved at least annually (i) by the
Board of Directors of the Fund or by vote of a majority of the outstanding
voting securities of the Portfolio, and (ii) by vote of a majority of the
directors of the Fund who are not interested persons of the Fund or the
Manager, cast in person at a meeting called for the purpose of voting on,
such approval;
(b) this Agreement may at any time be terminated on sixty days'
written notice to the Manager either by vote of the Board of Directors of
the Fund or by vote of a majority of the outstanding voting securities of
the Portfolio;
(c) this Agreement shall automatically terminate in the event of its
assignment; and
(d) this Agreement may be terminated by the Manager on ninety days'
written notice to the Fund.
Termination of this Agreement pursuant to this section 10 shall be without
the payment of any penalty.
11. This Agreement may be amended at any time by mutual consent of the
parties, provided that, if required by law (as may be modified by any exemptions
received by the Manager), such consent on the part of the Fund shall have been
approved by vote of a majority of the outstanding voting securities of the
Portfolio and by vote of a majority of the directors of the Fund who are not
interested persons of the Fund or the Manager, cast in person at a meeting
called for the purpose of voting on such approval.
12. For the purpose of this Agreement, the terms "vote of a majority of the
outstanding voting securities," "interested person," "affiliated person" and
"assignment" shall have their respective meanings defined in the 1940 Act,
subject, however, to such exemptions as may be granted by the Securities and
Exchange Commission under the 1940 Act. References in this Agreement to any
assets, property or liabilities "belonging to" the Portfolio shall have the
meaning defined in the Fund's articles of incorporation as amended from time to
time.
13. In the absence of willful misfeasance, bad faith or gross negligence on
the part of the Manager, or reckless disregard of its obligations and duties
hereunder, the Manager shall not be subject to any liability to the Fund, to any
shareholder of the Fund or to any other person, firm or organization, for any
act or omission in the course of, or connected with, rendering services
hereunder.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first above written.
METROPOLITAN SERIES FUND, INC., METLIFE ADVISERS, LLC
on behalf of its ▇. ▇▇▇▇ Price
Large Cap Growth Portflio
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
----------------------------- ----------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Senior Vice President Chief Financial Officer and Treasurer
Exhibit 77Q1(e)(29)
METROPOLITAN SERIES FUND
AMENDED AND RESTATED ADVISORY AGREEMENT
(▇. ▇▇▇▇ PRICE SMALL CAP GROWTH PORTFOLIO)
AMENDED AND RESTATED AGREEMENT made this 30th day of April, 2012 by and between
METROPOLITAN SERIES FUND, a Delaware trust (the "Fund"), with respect to its ▇.
▇▇▇▇ PRICE SMALL CAP GROWTH PORTFOLIO (the "Portfolio"), and METLIFE ADVISERS,
LLC, a Delaware limited liability company (the "Manager").
WITNESSETH:
WHEREAS, the Fund and the Manager previously entered into an agreement (the
"Original Agreement") on behalf of its ▇. ▇▇▇▇ Price Small Cap Growth Portfolio
setting forth the terms upon which the Manager (or certain other parties acting
pursuant to delegation from the Manager) would perform certain services for the
Portfolio;
WHEREAS, the Fund and the Manager wish to amend and restate the Original
Agreement to modify the services the Manager will perform for the Portfolio;
NOW THEREFORE, in consideration of the premises and covenants hereinafter
contained, the parties agree as follows:
1. (a) The Fund hereby employs the Manager to furnish the Fund with
Portfolio Management Services (as defined in Section 2 hereof) and Other
Services (as defined in Section 3 hereof), subject to the authority of the
Manager to delegate any or all of its responsibilities hereunder to other
parties as provided in Sections 1(b) and (c) hereof. The Manager hereby accepts
such employment and agrees, at its own expense, to furnish such services (either
directly or pursuant to delegation to other parties as permitted by Sections
1(b) and (c) hereof) and to assume the obligations herein set forth, for the
compensation herein provided. The Manager shall, unless otherwise expressly
provided or authorized, have no authority to act for or represent the Fund in
any way or otherwise be deemed an agent of the Fund.
(b) The Manager may delegate any or all of its responsibilities
hereunder with respect to the provision of Portfolio Management Services
(and assumption of related expenses) to one or more other parties (each
such party, a "Sub-Adviser"), pursuant in each case to a written agreement
with such Sub-Adviser that meets the requirements of Section 15 of the
Investment Company Act of 1940 and the rules thereunder (the "1940 Act")
applicable to contracts for service as investment adviser of a registered
investment company (including without limitation the requirements for
approval by the directors of the Fund and the shareholders of the
Portfolio), subject, however, to such exemptions as may be granted by the
Securities and Exchange Commission. Any Sub-Adviser may (but need not) be
affiliated with the Manager. If different Sub-Advisers are engaged to
provide Portfolio Management Services with respect to different segments of
the Portfolio, the Manager shall determine, in the manner described in the
prospectus of the Portfolio from time to time in effect, what portion of
the assets belonging to the Portfolio shall be managed by each Sub-Adviser.
(c) The Manager may delegate any or all of its responsibilities
hereunder with respect to the provision of Other Services to one or more
other parties (each such party, a "Delegatee") selected by the Manager. Any
Delegatee may (but need not) be affiliated with the Manager.
2. As used in this Agreement, "Portfolio Management Services" means
management of the investment and reinvestment of the assets belonging to the
Portfolio, consisting specifically of the following:
(a) obtaining and evaluating such economic, statistical and financial
data and information and undertaking such additional investment research as
shall be necessary or advisable for the management of the investment and
reinvestment of the assets belonging to the Portfolio in accordance with
the Portfolio's investment objectives and policies;
(b) taking such steps as are necessary to implement the investment
policies of the Portfolio by purchasing and selling of securities,
including the placing of orders for such purchase and sale; and
(c) regularly reporting to the Board of Directors of the Fund with
respect to the implementation of the investment policies of the Portfolio.
3. As used in this Agreement, "Other Services" means the provision to the
Fund, by or at the expense of the Manager, of the following:
(a) office space in such place or places as may be agreed upon from
time to time by the Fund and the Manager, and all necessary office
supplies, facilities and equipment;
(b) necessary executive and other personnel for managing and
overseeing the affairs of the Portfolio, including personnel to perform
clerical, bookkeeping, accounting, stenographic and other office functions
(exclusive of those related to and to be performed under contract for
administration, accounting, custodial, transfer, dividend and plan agency
services by the entity or entities selected to perform such services);
(c) compensation, if any, of directors of the Fund who are directors,
officers or employees of the Manager, any Sub-Adviser or any Delegatee or
of any affiliated person (other than a registered investment company) of
the Manager, any Sub-Adviser or any Delegatee;
(d) all services, other than services of counsel, required in
connection with the preparation of registration statements and
prospectuses, including amendments and revisions thereto;
(e) supervision and oversight of the Portfolio Management Services
provided by each Sub-Adviser and Other Services provided by any Delegatee;
and
(f) oversight of all matters relating to compliance by the Fund with
applicable laws and with the Fund's investment policies, restrictions and
guidelines.
4. Nothing in section 3 hereof shall require the Manager to bear, or to
reimburse the Fund for:
(a) any of the costs of printing and mailing the items referred to in
sub-section (d) of this section 3;
(b) any of the costs of preparing, printing and distributing sales
literature;
(c) compensation of directors of the Fund who are not directors,
officers or employees of the Manager, any Sub-Adviser or any Delegatee or
of any affiliated person (other than a registered investment company) of
the Manager, any Sub-Adviser or any Delegatee;
(d) registration, filing and other fees in connection with
requirements of regulatory authorities;
(e) the charges and expenses of any entity appointed by the Fund for
administration, accounting, custodial, paying agent, shareholder servicing
and plan agent services;
(f) charges and expenses of independent accountants retained by the
Fund;
(g) charges and expenses of any transfer agents and registrars
appointed by the Fund;
(h) brokers' commissions and issue and transfer taxes chargeable to
the Fund in connection with securities transactions to which the Fund is a
party;
(i) taxes and fees payable by the Fund to federal, state or other
governmental agencies;
(j) any cost of certificates representing shares of the Fund;
(k) legal fees and expenses in connection with the affairs of the Fund
including registering and qualifying its shares with Federal and State
regulatory authorities;
(l) expenses of meetings of shareholders and directors of the Fund;
and
(m) interest, including interest on borrowings by the Fund.
5. All activities undertaken by the Manager or any Sub-Adviser or Delegatee
pursuant to this Agreement shall at all times be subject to the supervision and
control of the Board of Directors of the Fund, any duly constituted committee
thereof or any officer of the Fund acting pursuant to like authority.
6. The services to be provided by the Manager and any Sub-Adviser or
Delegatee hereunder are not to be deemed exclusive and the Manager and any
Sub-Adviser or Delegatee shall be free to render similar services to others, so
long as its services hereunder are not impaired thereby.
7. As full compensation for all services rendered, facilities furnished and
expenses borne by the Manager hereunder, the Fund shall pay the Manager
compensation at the annual rate of 0.55% of the first $100 million of the
average daily net assets of the Portfolio, 0.50% of the next $300 million of the
average daily net assets of the Portfolio and 0.45% of the excess over $400
million of the average daily net assets of the Portfolio. Such compensation
shall be payable monthly in arrears or at such other intervals, not less
frequently than quarterly, as the Board of Directors of the Fund may from time
to time determine and specify in writing to the Manager. The Manager hereby
acknowledges that the Fund's obligation to pay such compensation is binding only
on the assets and property belonging to the Portfolio.
8. Reserved.
9. It is understood that any of the shareholders, directors, officers,
employees and agents of the Fund may be a shareholder, director, officer,
employee or agent of, or be otherwise interested in, the Manager, any affiliated
person of the Manager, any organization in which the Manager may have an
interest or any organization which may have an interest in the Manager; that the
Manager, any such affiliated person or any such organization may have an
interest in the Fund; and that the existence of any such dual interest shall not
affect the validity hereof or of any transactions hereunder except as otherwise
provided in the articles of incorporation of the Fund, the limited liability
company agreement of the Manager or specific provisions of applicable law.
10. This Agreement shall become effective as of the date of its execution,
and
(a) unless otherwise terminated, this Agreement shall continue in
effect for a period of one year, and from year to year thereafter so long
as such continuance is specifically approved at least annually (i) by the
Board of Directors of the Fund or by vote of a majority of the outstanding
voting securities of the Portfolio, and (ii) by vote of a majority of the
directors of the Fund who are not interested persons of the Fund or the
Manager, cast in person at a meeting called for the purpose of voting on,
such approval;
(b) this Agreement may at any time be terminated on sixty days'
written notice to the Manager either by vote of the Board of Directors of
the Fund or by vote of a majority of the outstanding voting securities of
the Portfolio;
(c) this Agreement shall automatically terminate in the event of its
assignment; and
(d) this Agreement may be terminated by the Manager on ninety days'
written notice to the Fund.
Termination of this Agreement pursuant to this section 10 shall be without
the payment of any penalty.
11. This Agreement may be amended at any time by mutual consent of the
parties, provided that, if required by law (as may be modified by any exemptions
received by the Manager), such consent on the part of the Fund shall have been
approved by vote of a majority of the outstanding voting securities of the
Portfolio and by vote of a majority of the directors of the Fund who are not
interested persons of the Fund or the Manager, cast in person at a meeting
called for the purpose of voting on such approval.
12. For the purpose of this Agreement, the terms "vote of a majority of the
outstanding voting securities," "interested person," "affiliated person" and
"assignment" shall have their respective meanings defined in the 1940 Act,
subject, however, to such exemptions as may be granted by the Securities and
Exchange Commission under the 1940 Act. References in this Agreement to any
assets, property or liabilities "belonging to" the Portfolio shall have the
meaning defined in the Fund's articles of incorporation as amended from time to
time.
13. In the absence of willful misfeasance, bad faith or gross negligence on
the part of the Manager, or reckless disregard of its obligations and duties
hereunder, the Manager shall not be subject to any liability to the Fund, to any
shareholder of the Fund or to any other person, firm or organization, for any
act or omission in the course of, or connected with, rendering services
hereunder.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first above written.
METROPOLITAN SERIES FUND, INC., METLIFE ADVISERS, LLC
on behalf of its ▇. ▇▇▇▇ Price
Small Cap Growth Portflio
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
---------------------------- ---------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Senior Vice President Chief Financial Officer and Treasurer
Exhibit 77Q1(e)(30)
METROPOLITAN SERIES FUND
AMENDED AND RESTATED ADVISORY AGREEMENT
(▇▇▇ ▇▇▇ GLOBAL NATURAL RESOURCES PORTFOLIO)
AMENDED AND RESTATED AGREEMENT made this 30th day of April, 2012 by and between
METROPOLITAN SERIES FUND, a Delaware trust (the "Fund"), with respect to its ▇▇▇
▇▇▇ GLOBAL NATURAL RESOURCES PORTFOLIO (the "Portfolio"), and METLIFE ADVISERS,
LLC, a Delaware limited liability company (the "Manager").
WITNESSETH:
WHEREAS, the Fund and the Manager previously entered into an agreement (the
"Original Agreement") on behalf of its ▇▇▇ ▇▇▇ Global Natural Resources
Portfolio setting forth the terms upon which the Manager (or certain other
parties acting pursuant to delegation from the Manager) would perform certain
services for the Portfolio;
WHEREAS, the Fund and the Manager wish to amend and restate the Original
Agreement to modify the services the Manager will perform for the Portfolio;
NOW THEREFORE, in consideration of the premises and covenants hereinafter
contained, the parties agree as follows:
1. (a) The Fund hereby employs the Manager to furnish the Fund with
Portfolio Management Services (as defined in Section 2 hereof) and Other
Services (as defined in Section 3 hereof), subject to the authority of the
Manager to delegate any or all of its responsibilities hereunder to other
parties as provided in Sections 1(b) and (c) hereof. The Manager hereby accepts
such employment and agrees, at its own expense, to furnish such services (either
directly or pursuant to delegation to other parties as permitted by Sections
1(b) and (c) hereof) and to assume the obligations herein set forth, for the
compensation herein provided. The Manager shall, unless otherwise expressly
provided or authorized, have no authority to act for or represent the Fund in
any way or otherwise be deemed an agent of the Fund.
(b) The Manager may delegate any or all of its responsibilities
hereunder with respect to the provision of Portfolio Management Services
(and assumption of related expenses) to one or more other parties (each
such party, a "Sub-Adviser"), pursuant in each case to a written agreement
with such Sub-Adviser that meets the requirements of Section 15 of the
Investment Company Act of 1940 and the rules thereunder (the "1940 Act")
applicable to contracts for service as investment adviser of a registered
investment company (including without limitation the requirements for
approval by the directors of the Fund and the shareholders of the
Portfolio), subject, however, to such exemptions as may be granted by the
Securities and Exchange Commission. Any Sub-Adviser may (but need not) be
affiliated with the Manager. If different Sub-Advisers are engaged to
provide Portfolio Management Services with respect to different segments of
the Portfolio, the Manager shall determine, in the manner described in the
prospectus of the Portfolio from time to time in effect, what portion of
the assets belonging to the Portfolio shall be managed by each Sub-Adviser.
(c) The Manager may delegate any or all of its responsibilities
hereunder with respect to the provision of Other Services to one or more
other parties (each such party, a "Delegatee") selected by the Manager. Any
Delegatee may (but need not) be affiliated with the Manager.
2. As used in this Agreement, "Portfolio Management Services" means
management of the investment and reinvestment of the assets belonging to the
Portfolio, consisting specifically of the following:
(a) obtaining and evaluating such economic, statistical and financial
data and information and undertaking such additional investment research as
shall be necessary or advisable for the management of the investment and
reinvestment of the assets belonging to the Portfolio in accordance with
the Portfolio's investment objectives and policies;
(b) taking such steps as are necessary to implement the investment
policies of the Portfolio by purchasing and selling of securities,
including the placing of orders for such purchase and sale; and
(c) regularly reporting to the Board of Directors of the Fund with
respect to the implementation of the investment policies of the Portfolio.
3. As used in this Agreement, "Other Services" means the provision to the
Fund, by or at the expense of the Manager, of the following:
(a) office space in such place or places as may be agreed upon from
time to time by the Fund and the Manager, and all necessary office
supplies, facilities and equipment;
(b) necessary executive and other personnel for managing and
overseeing the affairs of the Portfolio, including personnel to perform
clerical, bookkeeping, accounting, stenographic and other office functions
(exclusive of those related to and to be performed under contract for
administration, accounting, custodial, transfer, dividend and plan agency
services by the entity or entities selected to perform such services);
(c) compensation, if any, of directors of the Fund who are directors,
officers or employees of the Manager, any Sub-Adviser or any Delegatee or
of any affiliated person (other than a registered investment company) of
the Manager, any Sub-Adviser or any Delegatee;
(d) all services, other than services of counsel, required in
connection with the preparation of registration statements and
prospectuses, including amendments and revisions thereto;
(e) supervision and oversight of the Portfolio Management Services
provided by each Sub-Adviser and Other Services provided by any Delegatee;
and
(f) oversight of all matters relating to compliance by the Fund with
applicable laws and with the Fund's investment policies, restrictions and
guidelines.
4. Nothing in section 3 hereof shall require the Manager to bear, or to
reimburse the Fund for:
(a) any of the costs of printing and mailing the items referred to in
sub-section (d) of this section 3;
(b) any of the costs of preparing, printing and distributing sales
literature;
(c) compensation of directors of the Fund who are not directors,
officers or employees of the Manager, any Sub-Adviser or any Delegatee or
of any affiliated person (other than a registered investment company) of
the Manager, any Sub-Adviser or any Delegatee;
(d) registration, filing and other fees in connection with
requirements of regulatory authorities;
(e) the charges and expenses of any entity appointed by the Fund for
administration, accounting, custodial, paying agent, shareholder servicing
and plan agent services;
(f) charges and expenses of independent accountants retained by the
Fund;
(g) charges and expenses of any transfer agents and registrars
appointed by the Fund;
(h) brokers' commissions and issue and transfer taxes chargeable to
the Fund in connection with securities transactions to which the Fund is a
party;
(i) taxes and fees payable by the Fund to federal, state or other
governmental agencies;
(j) any cost of certificates representing shares of the Fund;
(k) legal fees and expenses in connection with the affairs of the Fund
including registering and qualifying its shares with Federal and State
regulatory authorities;
(l) expenses of meetings of shareholders and directors of the Fund;
and
(m) interest, including interest on borrowings by the Fund.
5. All activities undertaken by the Manager or any Sub-Adviser or Delegatee
pursuant to this Agreement shall at all times be subject to the supervision and
control of the Board of Directors of the Fund, any duly constituted committee
thereof or any officer of the Fund acting pursuant to like authority.
6. The services to be provided by the Manager and any Sub-Adviser or
Delegatee hereunder are not to be deemed exclusive and the Manager and any
Sub-Adviser or Delegatee shall be free to render similar services to others, so
long as its services hereunder are not impaired thereby.
7. As full compensation for all services rendered, facilities furnished and
expenses borne by the Manager hereunder, the Fund shall pay the Manager
compensation at the annual rate of 0.80% of the first $250 million of the
average daily net assets of the Portfolio, 0.775% of the next $750 million of
the average daily net assets of the Portfolio and 0.75% of the excess over $1
billion of the average daily net assets of the Portfolio. Such compensation
shall be payable monthly in arrears or at such other intervals, not less
frequently than quarterly, as the Board of Directors of the Fund may from time
to time determine and specify in writing to the Manager. The Manager hereby
acknowledges that the Fund's obligation to pay such compensation is binding only
on the assets and property belonging to the Portfolio.
8. Reserved.
9. It is understood that any of the shareholders, directors, officers,
employees and agents of the Fund may be a shareholder, director, officer,
employee or agent of, or be otherwise interested in, the Manager, any affiliated
person of the Manager, any organization in which the Manager may have an
interest or any organization which may have an interest in the Manager; that the
Manager, any such affiliated person or any such organization may have an
interest in the Fund; and that the existence of any such dual interest shall not
affect the validity hereof or of any transactions hereunder except as otherwise
provided in the articles of incorporation of the Fund, the limited liability
company agreement of the Manager or specific provisions of applicable law.
10. This Agreement shall become effective as of the date of its execution,
and
(a) unless otherwise terminated, this Agreement shall continue in
effect for a period of one year, and from year to year thereafter so long
as such continuance is specifically approved at least annually (i) by the
Board of Directors of the Fund or by vote of a majority of the outstanding
voting securities of the Portfolio, and (ii) by vote of a majority of the
directors of the Fund who are not interested persons of the Fund or the
Manager, cast in person at a meeting called for the purpose of voting on,
such approval;
(b) this Agreement may at any time be terminated on sixty days'
written notice to the Manager either by vote of the Board of Directors of
the Fund or by vote of a majority of the outstanding voting securities of
the Portfolio;
(c) this Agreement shall automatically terminate in the event of its
assignment; and
(d) this Agreement may be terminated by the Manager on ninety days'
written notice to the Fund.
Termination of this Agreement pursuant to this section 10 shall be without
the payment of any penalty.
11. This Agreement may be amended at any time by mutual consent of the
parties, provided that, if required by law (as may be modified by any exemptions
received by the Manager), such consent on the part of the Fund shall have been
approved by vote of a majority of the outstanding voting securities of the
Portfolio and by vote of a majority of the directors of the Fund who are not
interested persons of the Fund or the Manager, cast in person at a meeting
called for the purpose of voting on such approval.
12. For the purpose of this Agreement, the terms "vote of a majority of the
outstanding voting securities," "interested person," "affiliated person" and
"assignment" shall have their respective meanings defined in the 1940 Act,
subject, however, to such exemptions as may be granted by the Securities and
Exchange Commission under the 1940 Act. References in this Agreement to any
assets, property or liabilities "belonging to" the Portfolio shall have the
meaning defined in the Fund's articles of incorporation as amended from time to
time.
13. In the absence of willful misfeasance, bad faith or gross negligence on
the part of the Manager, or reckless disregard of its obligations and duties
hereunder, the Manager shall not be subject to any liability to the Fund, to any
shareholder of the Fund or to any other person, firm or organization, for any
act or omission in the course of, or connected with, rendering services
hereunder.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first above written.
METROPOLITAN SERIES FUND, INC., METLIFE ADVISERS, LLC
on behalf of its ▇▇▇ ▇▇▇ Global
Natural Resources Portfolio
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
----------------------------- ------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Senior Vice President Chief Financial Officer and Treasurer
Exhibit 77Q1(e)(31)
METROPOLITAN SERIES FUND
AMENDED AND RESTATED ADVISORY AGREEMENT
(WESTERN ASSET MANAGEMENT STRATEGIC BOND OPPORTUNITIES PORTFOLIO)
AMENDED AND RESTATED AGREEMENT made this 30th day of April, 2012 by and between
METROPOLITAN SERIES FUND, a Delaware trust (the "Fund"), with respect to its
WESTERN ASSET MANAGEMENT STRATEGIC BOND OPPORTUNITIES PORTFOLIO (the
"Portfolio"), and METLIFE ADVISERS, LLC, a Delaware limited liability company
(the "Manager").
WITNESSETH:
WHEREAS, the Fund and the Manager previously entered into an agreement (the
"Original Agreement") on behalf of its Western Asset Management Strategic Bond
Opportunities Portfolio setting forth the terms upon which the Manager (or
certain other parties acting pursuant to delegation from the Manager) would
perform certain services for the Portfolio;
WHEREAS, the Fund and the Manager wish to amend and restate the Original
Agreement to modify the services the Manager will perform for the Portfolio;
NOW THEREFORE, in consideration of the premises and covenants hereinafter
contained, the parties agree as follows:
1. (a) The Fund hereby employs the Manager to furnish the Fund with
Portfolio Management Services (as defined in Section 2 hereof) and Other
Services (as defined in Section 3 hereof), subject to the authority of the
Manager to delegate any or all of its responsibilities hereunder to other
parties as provided in Sections 1(b) and (c) hereof. The Manager hereby accepts
such employment and agrees, at its own expense, to furnish such services (either
directly or pursuant to delegation to other parties as permitted by Sections
1(b) and (c) hereof) and to assume the obligations herein set forth, for the
compensation herein provided. The Manager shall, unless otherwise expressly
provided or authorized, have no authority to act for or represent the Fund in
any way or otherwise be deemed an agent of the Fund.
(b) The Manager may delegate any or all of its responsibilities
hereunder with respect to the provision of Portfolio Management Services
(and assumption of related expenses) to one or more other parties (each
such party, a "Sub-Adviser"), pursuant in each case to a written agreement
with such Sub-Adviser that meets the requirements of Section 15 of the
Investment Company Act of 1940 and the rules thereunder (the "1940 Act")
applicable to contracts for service as investment adviser of a registered
investment company (including without limitation the requirements for
approval by the directors of the Fund and the shareholders of the
Portfolio), subject, however, to such exemptions as
may be granted by the Securities and Exchange Commission. Any Sub-Adviser
may (but need not) be affiliated with the Manager. If different
Sub-Advisers are engaged to provide Portfolio Management Services with
respect to different segments of the Portfolio, the Manager shall
determine, in the manner described in the prospectus of the Portfolio from
time to time in effect, what portion of the assets belonging to the
Portfolio shall be managed by each Sub-Adviser.
(c) The Manager may delegate any or all of its responsibilities
hereunder with respect to the provision of Other Services to one or more
other parties (each such party, a "Delegatee") selected by the Manager. Any
Delegatee may (but need not) be affiliated with the Manager.
2. As used in this Agreement, "Portfolio Management Services" means
management of the investment and reinvestment of the assets belonging to the
Portfolio, consisting specifically of the following:
(a) obtaining and evaluating such economic, statistical and financial
data and information and undertaking such additional investment research as
shall be necessary or advisable for the management of the investment and
reinvestment of the assets belonging to the Portfolio in accordance with
the Portfolio's investment objectives and policies;
(b) taking such steps as are necessary to implement the investment
policies of the Portfolio by purchasing and selling of securities,
including the placing of orders for such purchase and sale; and
(c) regularly reporting to the Board of Directors of the Fund with
respect to the implementation of the investment policies of the Portfolio.
3. As used in this Agreement, "Other Services" means the provision to the
Fund, by or at the expense of the Manager, of the following:
(a) office space in such place or places as may be agreed upon from
time to time by the Fund and the Manager, and all necessary office
supplies, facilities and equipment;
(b) necessary executive and other personnel for managing and
overseeing the affairs of the Portfolio, including personnel to perform
clerical, bookkeeping, accounting, stenographic and other office functions
(exclusive of those related to and to be performed under contract for
administration, accounting, custodial, transfer, dividend and plan agency
services by the entity or entities selected to perform such services);
(c) compensation, if any, of directors of the Fund who are directors,
officers or employees of the Manager, any Sub-Adviser or any Delegatee or
of any affiliated person (other than a registered investment company) of
the Manager, any Sub-Adviser or any Delegatee;
(d) all services, other than services of counsel, required in
connection with the preparation of registration statements and
prospectuses, including amendments and revisions thereto;
(e) supervision and oversight of the Portfolio Management Services
provided by each Sub-Adviser and Other Services provided by any Delegatee;
and
(f) oversight of all matters relating to compliance by the Fund with
applicable laws and with the Fund's investment policies, restrictions and
guidelines.
4. Nothing in section 3 hereof shall require the Manager to bear, or to
reimburse the Fund for:
(a) any of the costs of printing and mailing the items referred to in
sub-section (d) of this section 3;
(b) any of the costs of preparing, printing and distributing sales
literature;
(c) compensation of directors of the Fund who are not directors,
officers or employees of the Manager, any Sub-Adviser or any Delegatee or
of any affiliated person (other than a registered investment company) of
the Manager, any Sub-Adviser or any Delegatee;
(d) registration, filing and other fees in connection with
requirements of regulatory authorities;
(e) the charges and expenses of any entity appointed by the Fund for
administration, accounting, custodial, paying agent, shareholder servicing
and plan agent services;
(f) charges and expenses of independent accountants retained by the
Fund;
(g) charges and expenses of any transfer agents and registrars
appointed by the Fund;
(h) brokers' commissions and issue and transfer taxes chargeable to
the Fund in connection with securities transactions to which the Fund is a
party;
(i) taxes and fees payable by the Fund to federal, state or other
governmental agencies;
(j) any cost of certificates representing shares of the Fund;
(k) legal fees and expenses in connection with the affairs of the Fund
including registering and qualifying its shares with Federal and State
regulatory authorities;
(l) expenses of meetings of shareholders and directors of the
Fund; and
(m) interest, including interest on borrowings by the Fund.
5. All activities undertaken by the Manager or any Sub-Adviser or Delegatee
pursuant to this Agreement shall at all times be subject to the supervision and
control of the Board of Directors of the Fund, any duly constituted committee
thereof or any officer of the Fund acting pursuant to like authority.
6. The services to be provided by the Manager and any Sub-Adviser or
Delegatee hereunder are not to be deemed exclusive and the Manager and any
Sub-Adviser or Delegatee shall be free to render similar services to others, so
long as its services hereunder are not impaired thereby.
7. As full compensation for all services rendered, facilities furnished and
expenses borne by the Manager hereunder, the Fund shall pay the Manager
compensation at the annual rate of 0.65% of the first $500 million of the
average daily net assets of the Portfolio and 0.55% of the excess over $500
million of the average daily net assets of the Portfolio. Such compensation
shall be payable monthly in arrears or at such other intervals, not less
frequently than quarterly, as the Board of Directors of the Fund may from time
to time determine and specify in writing to the Manager. The Manager hereby
acknowledges that the Fund's obligation to pay such compensation is binding only
on the assets and property belonging to the Portfolio.
8. Reserved.
9. It is understood that any of the shareholders, directors, officers,
employees and agents of the Fund may be a shareholder, director, officer,
employee or agent of, or be otherwise interested in, the Manager, any affiliated
person of the Manager, any organization in which the Manager may have an
interest or any organization which may have an interest in the Manager; that the
Manager, any such affiliated person or any such organization may have an
interest in the Fund; and that the existence of any such dual interest shall not
affect the validity hereof or of any transactions hereunder except as otherwise
provided in the articles of incorporation of the Fund, the limited liability
company agreement of the Manager or specific provisions of applicable law.
10. This Agreement shall become effective as of the date of its execution,
and
(a) unless otherwise terminated, this Agreement shall continue in
effect for a period of one year, and from year to year thereafter so long
as such continuance is specifically approved at least annually (i) by the
Board of Directors of the Fund or by vote of a majority of the outstanding
voting securities of the Portfolio, and (ii) by vote of a majority of the
directors of the Fund who are not interested persons of the Fund or the
Manager, cast in person at a meeting called for the purpose of voting on,
such approval;
(b) this Agreement may at any time be terminated on sixty days'
written notice to the Manager either by vote of the Board of Directors of
the Fund or by vote of a majority of the outstanding voting securities of
the Portfolio;
(c) this Agreement shall automatically terminate in the event of its
assignment; and
(d) this Agreement may be terminated by the Manager on ninety days'
written notice to the Fund.
Termination of this Agreement pursuant to this section 10 shall be without
the payment of any penalty.
11. This Agreement may be amended at any time by mutual consent of the
parties, provided that, if required by law (as may be modified by any exemptions
received by the Manager), such consent on the part of the Fund shall have been
approved by vote of a majority of the outstanding voting securities of the
Portfolio and by vote of a majority of the directors of the Fund who are not
interested persons of the Fund or the Manager, cast in person at a meeting
called for the purpose of voting on such approval.
12. For the purpose of this Agreement, the terms "vote of a majority of the
outstanding voting securities," "interested person," "affiliated person" and
"assignment" shall have their respective meanings defined in the 1940 Act,
subject, however, to such exemptions as may be granted by the Securities and
Exchange Commission under the 1940 Act. References in this Agreement to any
assets, property or liabilities "belonging to" the Portfolio shall have the
meaning defined in the Fund's articles of incorporation as amended from time to
time.
13. In the absence of willful misfeasance, bad faith or gross negligence on
the part of the Manager, or reckless disregard of its obligations and duties
hereunder, the Manager shall not be subject to any liability to the Fund, to any
shareholder of the Fund or to any other person, firm or organization, for any
act or omission in the course of, or connected with, rendering services
hereunder.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first above written.
METROPOLITAN SERIES FUND, INC., METLIFE ADVISERS, LLC
on behalf of its Western
Asset Management Strategic Bond
Opportunities Portfolio
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
------------------------------- ----------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Senior Vice President Chief Financial Officer and
Treasurer
Exhibit 77Q1(e)(32)
METROPOLITAN SERIES FUND
AMENDED AND RESTATED ADVISORY AGREEMENT
(WESTERN ASSET MANAGEMENT U.S. GOVERNMENT PORTFOLIO)
AMENDED AND RESTATED AGREEMENT made this 30th day of April, 2012 by and between
METROPOLITAN SERIES FUND, a Delaware trust (the "Fund"), with respect to its
WESTERN ASSET MANAGEMENT U.S. GOVERNMENT PORTFOLIO (the "Portfolio"), and
METLIFE ADVISERS, LLC, a Delaware limited liability company (the "Manager").
WITNESSETH:
WHEREAS, the Fund and the Manager previously entered into an agreement (the
"Original Agreement") on behalf of its Western Asset Management U.S. Government
Portfolio setting forth the terms upon which the Manager (or certain other
parties acting pursuant to delegation from the Manager) would perform certain
services for the Portfolio;
WHEREAS, the Fund and the Manager wish to amend and restate the Original
Agreement to modify the services the Manager will perform for the Portfolio;
NOW THEREFORE, in consideration of the premises and covenants hereinafter
contained, the parties agree as follows:
1. (a) The Fund hereby employs the Manager to furnish the Fund with
Portfolio Management Services (as defined in Section 2 hereof) and Other
Services (as defined in Section 3 hereof), subject to the authority of the
Manager to delegate any or all of its responsibilities hereunder to other
parties as provided in Sections 1(b) and (c) hereof. The Manager hereby accepts
such employment and agrees, at its own expense, to furnish such services (either
directly or pursuant to delegation to other parties as permitted by Sections
1(b) and (c) hereof) and to assume the obligations herein set forth, for the
compensation herein provided. The Manager shall, unless otherwise expressly
provided or authorized, have no authority to act for or represent the Fund in
any way or otherwise be deemed an agent of the Fund.
(b) The Manager may delegate any or all of its responsibilities
hereunder with respect to the provision of Portfolio Management Services
(and assumption of related expenses) to one or more other parties (each
such party, a "Sub-Adviser"), pursuant in each case to a written agreement
with such Sub-Adviser that meets the requirements of Section 15 of the
Investment Company Act of 1940 and the rules thereunder (the "1940 Act")
applicable to contracts for service as investment adviser of a registered
investment company (including without limitation the requirements for
approval by the directors of the Fund and the shareholders of the
Portfolio), subject, however, to such exemptions as may be granted by the
Securities and Exchange Commission. Any Sub-Adviser may (but need not) be
affiliated with the Manager. If different Sub-Advisers are engaged to
provide Portfolio Management Services with respect to different segments of
the Portfolio, the Manager shall determine, in the manner described in the
prospectus of the Portfolio from time to time in effect, what portion of
the assets belonging to the Portfolio shall be managed by each Sub-Adviser.
(c) The Manager may delegate any or all of its responsibilities
hereunder with respect to the provision of Other Services to one or more
other parties (each such party, a "Delegatee") selected by the Manager. Any
Delegatee may (but need not) be affiliated with the Manager.
2. As used in this Agreement, "Portfolio Management Services" means
management of the investment and reinvestment of the assets belonging to the
Portfolio, consisting specifically of the following:
(a) obtaining and evaluating such economic, statistical and financial
data and information and undertaking such additional investment research as
shall be necessary or advisable for the management of the investment and
reinvestment of the assets belonging to the Portfolio in accordance with
the Portfolio's investment objectives and policies;
(b) taking such steps as are necessary to implement the investment
policies of the Portfolio by purchasing and selling of securities,
including the placing of orders for such purchase and sale; and
(c) regularly reporting to the Board of Directors of the Fund with
respect to the implementation of the investment policies of the Portfolio.
3. As used in this Agreement, "Other Services" means the provision to the
Fund, by or at the expense of the Manager, of the following:
(a) office space in such place or places as may be agreed upon from
time to time by the Fund and the Manager, and all necessary office
supplies, facilities and equipment;
(b) necessary executive and other personnel for managing and
overseeing the affairs of the Portfolio, including personnel to perform
clerical, bookkeeping, accounting, stenographic and other office functions
(exclusive of those related to and to be performed under contract for
administration, accounting, custodial, transfer, dividend and plan agency
services by the entity or entities selected to perform such services);
(c) compensation, if any, of directors of the Fund who are directors,
officers or employees of the Manager, any Sub-Adviser or any Delegatee or
of any affiliated person (other than a registered investment company) of
the Manager, any Sub-Adviser or any Delegatee;
(d) all services, other than services of counsel, required in
connection with the preparation of registration statements and
prospectuses, including amendments and revisions thereto;
(e) supervision and oversight of the Portfolio Management Services
provided by each Sub-Adviser and Other Services provided by any Delegatee;
and
(f) oversight of all matters relating to compliance by the Fund with
applicable laws and with the Fund's investment policies, restrictions and
guidelines.
4. Nothing in section 3 hereof shall require the Manager to bear, or to
reimburse the Fund for:
(a) any of the costs of printing and mailing the items referred to in
sub-section (d) of this section 3;
(b) any of the costs of preparing, printing and distributing sales
literature;
(c) compensation of directors of the Fund who are not directors,
officers or employees of the Manager, any Sub-Adviser or any Delegatee or
of any affiliated person (other than a registered investment company) of
the Manager, any Sub-Adviser or any Delegatee;
(d) registration, filing and other fees in connection with
requirements of regulatory authorities;
(e) the charges and expenses of any entity appointed by the Fund for
administration, accounting, custodial, paying agent, shareholder servicing
and plan agent services;
(f) charges and expenses of independent accountants retained by the
Fund;
(g) charges and expenses of any transfer agents and registrars
appointed by the Fund;
(h) brokers' commissions and issue and transfer taxes chargeable to
the Fund in connection with securities transactions to which the Fund is a
party;
(i) taxes and fees payable by the Fund to federal, state or other
governmental agencies;
(j) any cost of certificates representing shares of the Fund;
(k) legal fees and expenses in connection with the affairs of the Fund
including registering and qualifying its shares with Federal and State
regulatory authorities;
(l) expenses of meetings of shareholders and directors of the Fund;
and
(m) interest, including interest on borrowings by the Fund.
5. All activities undertaken by the Manager or any Sub-Adviser or Delegatee
pursuant to this Agreement shall at all times be subject to the supervision and
control of the Board of Directors of the Fund, any duly constituted committee
thereof or any officer of the Fund acting pursuant to like authority.
6. The services to be provided by the Manager and any Sub-Adviser or
Delegatee hereunder are not to be deemed exclusive and the Manager and any
Sub-Adviser or Delegatee shall be free to render similar services to others, so
long as its services hereunder are not impaired thereby.
7. As full compensation for all services rendered, facilities furnished and
expenses borne by the Manager hereunder, the Fund shall pay the Manager
compensation at the annual rate of 0.55% of the first $500 million of the
average daily net assets of the Portfolio and 0.45% of the excess over $500
million of the average daily net assets of the Portfolio. Such compensation
shall be payable monthly in arrears or at such other intervals, not less
frequently than quarterly, as the Board of Directors of the Fund may from time
to time determine and specify in writing to the Manager. The Manager hereby
acknowledges that the Fund's obligation to pay such compensation is binding only
on the assets and property belonging to the Portfolio.
8. Reserved.
9. It is understood that any of the shareholders, directors, officers,
employees and agents of the Fund may be a shareholder, director, officer,
employee or agent of, or be otherwise interested in, the Manager, any affiliated
person of the Manager, any organization in which the Manager may have an
interest or any organization which may have an interest in the Manager; that the
Manager, any such affiliated person or any such organization may have an
interest in the Fund; and that the existence of any such dual interest shall not
affect the validity hereof or of any transactions hereunder except as otherwise
provided in the articles of incorporation of the Fund, the limited liability
company agreement of the Manager or specific provisions of applicable law.
10. This Agreement shall become effective as of the date of its execution,
and
(a) unless otherwise terminated, this Agreement shall continue in
effect for a period of one year, and from year to year thereafter so long
as such continuance is specifically approved at least annually (i) by the
Board of Directors of the Fund or by vote of a majority of the outstanding
voting securities of the Portfolio, and (ii) by vote of a majority of the
directors of the Fund who are not interested persons of the Fund or the
Manager, cast in person at a meeting called for the purpose of voting on,
such approval;
(b) this Agreement may at any time be terminated on sixty days'
written notice to the Manager either by vote of the Board of Directors of
the Fund or by vote of a majority of the outstanding voting securities of
the Portfolio;
(c) this Agreement shall automatically terminate in the event of its
assignment; and
(d) this Agreement may be terminated by the Manager on ninety days'
written notice to the Fund.
Termination of this Agreement pursuant to this section 10 shall be without
the payment of any penalty.
11. This Agreement may be amended at any time by mutual consent of the
parties, provided that, if required by law (as may be modified by any exemptions
received by the Manager), such consent on the part of the Fund shall have been
approved by vote of a majority of the outstanding voting securities of the
Portfolio and by vote of a majority of the directors of the Fund who are not
interested persons of the Fund or the Manager, cast in person at a meeting
called for the purpose of voting on such approval.
12. For the purpose of this Agreement, the terms "vote of a majority of the
outstanding voting securities," "interested person," "affiliated person" and
"assignment" shall have their respective meanings defined in the 1940 Act,
subject, however, to such exemptions as may be granted by the Securities and
Exchange Commission under the 1940 Act. References in this Agreement to any
assets, property or liabilities "belonging to" the Portfolio shall have the
meaning defined in the Fund's articles of incorporation as amended from time to
time.
13. In the absence of willful misfeasance, bad faith or gross negligence on
the part of the Manager, or reckless disregard of its obligations and duties
hereunder, the Manager shall not be subject to any liability to the Fund, to any
shareholder of the Fund or to any other person, firm or organization, for any
act or omission in the course of, or connected with, rendering services
hereunder.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first above written.
METROPOLITAN SERIES FUND, INC., METLIFE ADVISERS, LLC
on behalf of its Western
Asset Management
U. S. Government Portfolio
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
----------------------------- ----------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Senior Vice President Chief Financial Officer and Treasurer
Exhibit 77Q1(e)(33)
METROPOLITAN SERIES FUND
AMENDED AND RESTATED ADVISORY AGREEMENT
(ZENITH EQUITY PORTFOLIO)
AMENDED AND RESTATED AGREEMENT made this 30th day of April, 2012 by and between
METROPOLITAN SERIES FUND, a Delaware trust (the "Fund"), with respect to its
ZENITH EQUITY PORTFOLIO (the "Portfolio"), and METLIFE ADVISERS, LLC, a Delaware
limited liability company (the "Manager").
WITNESSETH:
WHEREAS, the Fund and the Manager previously entered into an agreement (the
"Original Agreement") on behalf of its Zenith Equity Portfolio setting forth the
terms upon which the Manager (or certain other parties acting pursuant to
delegation from the Manager) would perform certain services for the Portfolio;
WHEREAS, the Fund and the Manager wish to amend and restate the Original
Agreement to modify the services the Manager will perform for the Portfolio;
NOW THEREFORE, in consideration of the premises and covenants hereinafter
contained, the parties agree as follows:
1. (a) The Fund hereby employs the Manager to furnish the Fund with
Portfolio Management Services (as defined in Section 2 hereof) and Other
Services (as defined in Section 3 hereof), subject to the authority of the
Manager to delegate any or all of its responsibilities hereunder to other
parties as provided in Sections 1(b) and (c) hereof. The Manager hereby accepts
such employment and agrees, at its own expense, to furnish such services (either
directly or pursuant to delegation to other parties as permitted by Sections
1(b) and (c) hereof) and to assume the obligations herein set forth, for the
compensation herein provided. The Manager shall, unless otherwise expressly
provided or authorized, have no authority to act for or represent the Fund in
any way or otherwise be deemed an agent of the Fund.
(b) The Manager may delegate any or all of its responsibilities
hereunder with respect to the provision of Portfolio Management Services
(and assumption of related expenses) to one or more other parties (each
such party, a "Sub-Adviser"), pursuant in each case to a written agreement
with such Sub-Adviser that meets the requirements of Section 15 of the
Investment Company Act of 1940 and the rules thereunder (the "1940 Act")
applicable to contracts for service as investment adviser of a registered
investment company (including without limitation the requirements for
approval by the directors of the Fund and the shareholders of the
Portfolio), subject, however, to such exemptions as may be granted by the
Securities and Exchange Commission. Any Sub-Adviser may (but need not) be
affiliated with the Manager. If different Sub-Advisers are engaged to
provide Portfolio Management Services with respect to different segments of
the Portfolio, the Manager shall determine, in the manner described in the
prospectus of the Portfolio from time to time in effect, what portion of
the assets belonging to the Portfolio shall be managed by each Sub-Adviser.
(c) The Manager may delegate any or all of its responsibilities
hereunder with respect to the provision of Other Services to one or more
other parties (each such party, a "Delegatee") selected by the Manager. Any
Delegatee may (but need not) be affiliated with the Manager.
2. As used in this Agreement, "Portfolio Management Services" means
management of the investment and reinvestment of the assets belonging to the
Portfolio, consisting specifically of the following:
(a) obtaining and evaluating such economic, statistical and financial
data and information and undertaking such additional investment research as
shall be necessary or advisable for the management of the investment and
reinvestment of the assets belonging to the Portfolio in accordance with
the Portfolio's investment objectives and policies;
(b) taking such steps as are necessary to implement the investment
policies of the Portfolio by purchasing and selling of securities,
including the placing of orders for such purchase and sale; and
(c) regularly reporting to the Board of Directors of the Fund with
respect to the implementation of the investment policies of the Portfolio.
3. As used in this Agreement, "Other Services" means the provision to the
Fund, by or at the expense of the Manager, of the following:
(a) office space in such place or places as may be agreed upon from
time to time by the Fund and the Manager, and all necessary office
supplies, facilities and equipment;
(b) necessary executive and other personnel for managing and
overseeing the affairs of the Portfolio, including personnel to perform
clerical, bookkeeping, accounting, stenographic and other office functions
(exclusive of those related to and to be performed under contract for
administration, accounting, custodial, transfer, dividend and plan agency
services by the entity or entities selected to perform such services);
(c) compensation, if any, of directors of the Fund who are directors,
officers or employees of the Manager, any Sub-Adviser or any Delegatee or
of any affiliated person (other than a registered investment company) of
the Manager, any Sub-Adviser or any Delegatee;
(d) all services, other than services of counsel, required in
connection with the preparation of registration statements and
prospectuses, including amendments and revisions thereto;
(e) supervision and oversight of the Portfolio Management Services
provided by each Sub-Adviser and Other Services provided by any Delegatee;
and
(f) oversight of all matters relating to compliance by the Fund with
applicable laws and with the Fund's investment policies, restrictions and
guidelines.
4. Nothing in section 3 hereof shall require the Manager to bear, or to
reimburse the Fund for:
(a) any of the costs of printing and mailing the items referred to in
sub-section (d) of this section 3;
(b) any of the costs of preparing, printing and distributing sales
literature;
(c) compensation of directors of the Fund who are not directors,
officers or employees of the Manager, any Sub-Adviser or any Delegatee or
of any affiliated person (other than a registered investment company) of
the Manager, any Sub-Adviser or any Delegatee;
(d) registration, filing and other fees in connection with
requirements of regulatory authorities;
(e) the charges and expenses of any entity appointed by the Fund for
administration, accounting, custodial, paying agent, shareholder servicing
and plan agent services;
(f) charges and expenses of independent accountants retained by the
Fund;
(g) charges and expenses of any transfer agents and registrars
appointed by the Fund;
(h) brokers' commissions and issue and transfer taxes chargeable to
the Fund in connection with securities transactions to which the Fund is a
party;
(i) taxes and fees payable by the Fund to federal, state or other
governmental agencies;
(j) any cost of certificates representing shares of the Fund;
(k) legal fees and expenses in connection with the affairs of the Fund
including registering and qualifying its shares with Federal and State
regulatory authorities;
(l) expenses of meetings of shareholders and directors of the Fund;
and
(m) interest, including interest on borrowings by the Fund.
5. All activities undertaken by the Manager or any Sub-Adviser or Delegatee
pursuant to this Agreement shall at all times be subject to the supervision and
control of the Board of Directors of the Fund, any duly constituted committee
thereof or any officer of the Fund acting pursuant to like authority.
6. The services to be provided by the Manager and any Sub-Adviser or
Delegatee hereunder are not to be deemed exclusive and the Manager and any
Sub-Adviser or Delegatee shall be free to render similar services to others, so
long as its services hereunder are not impaired thereby.
7. The Manager shall bear the expenses for all services rendered,
facilities furnished and out-of-pocket expenses of the Fund. The Manager shall
not receive compensation for its services.
8. Reserved.
9. It is understood that any of the shareholders, directors, officers,
employees and agents of the Fund may be a shareholder, director, officer,
employee or agent of, or be otherwise interested in, the Manager, any affiliated
person of the Manager, any organization in which the Manager may have an
interest or any organization which may have an interest in the Manager; that the
Manager, any such affiliated person or any such organization may have an
interest in the Fund; and that the existence of any such dual interest shall not
affect the validity hereof or of any transactions hereunder except as otherwise
provided in the articles of incorporation of the Fund, the limited liability
company agreement of the Manager or specific provisions of applicable law.
10. This Agreement shall become effective as of the date of its execution,
and
(a) unless otherwise terminated, this Agreement shall continue in
effect for a period of one year, and from year to year thereafter so long
as such continuance is specifically approved at least annually (i) by the
Board of Directors of the Fund or by vote of a majority of the outstanding
voting securities of the Portfolio, and (ii) by vote of a majority of the
directors of the Fund who are not interested persons of the Fund or the
Manager, cast in person at a meeting called for the purpose of voting on,
such approval;
(b) this Agreement may at any time be terminated on sixty days'
written notice to the Manager either by vote of the Board of Directors of
the Fund or by vote of a majority of the outstanding voting securities of
the Portfolio;
(c) this Agreement shall automatically terminate in the event of its
assignment; and
(d) this Agreement may be terminated by the Manager on ninety days'
written notice to the Fund.
Termination of this Agreement pursuant to this section 10 shall be without
the payment of any penalty.
11. This Agreement may be amended at any time by mutual consent of the
parties, provided that, if required by law (as may be modified by any exemptions
received by the Manager), such consent on the part of the Fund shall have been
approved by vote of a majority of the outstanding voting securities of the
Portfolio and by vote of a majority of the directors of the Fund who are not
interested persons of the Fund or the Manager, cast in person at a meeting
called for the purpose of voting on such approval.
12. For the purpose of this Agreement, the terms "vote of a majority of the
outstanding voting securities," "interested person," "affiliated person" and
"assignment" shall have their respective meanings defined in the 1940 Act,
subject, however, to such exemptions as may be granted by the Securities and
Exchange Commission under the 1940 Act. References in this Agreement to any
assets, property or liabilities "belonging to" the Portfolio shall have the
meaning defined in the Fund's articles of incorporation as amended from time to
time.
13. In the absence of willful misfeasance, bad faith or gross negligence on
the part of the Manager, or reckless disregard of its obligations and duties
hereunder, the Manager shall not be subject to any liability to the Fund, to any
shareholder of the Fund or to any other person, firm or organization, for any
act or omission in the course of, or connected with, rendering services
hereunder.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first above written.
METROPOLITAN SERIES FUND, INC., METLIFE ADVISERS, LLC
on behalf of its Zenith
Equity Portfolio
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
----------------------------- ----------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Senior Vice President Chief Financial Officer and Treasurer
Exhibit 77Q1(e)(34)
INVESTMENT SUBADVISORY AGREEMENT
AGREEMENT made this 1st day of February, 2012, by and between ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ Overseas Limited, a limited liability company (the "Subadviser"), and
MetLife Advisers, LLC, a Delaware limited liability company (the "Adviser").
WHEREAS, the Adviser serves as investment manager of Metropolitan Series
Fund, Inc. (the "Fund"), a Maryland corporation which has filed a registration
statement (the "Registration Statement") under the Investment Company Act of
1940, as amended (the "1940 Act") and the Securities Act of 1933, as amended
(the "1933 Act") pursuant to a advisory agreement dated February 5, 2004, as
amended from time to time (the "Advisory Agreement"); and
WHEREAS, the Fund is comprised of several separate investment portfolios,
one of which is the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ International Stock Portfolio (the
"Portfolio"); and
WHEREAS, the Adviser desires to avail itself of the services, information,
advice, assistance and facilities of an investment adviser to assist the Adviser
in performing investment advisory services for the Portfolio; and
WHEREAS, the Subadviser is registered under the Investment Advisers Act of
1940, as amended (the "Advisers Act"), and is engaged in the business of
rendering investment advisory services to investment companies and other
institutional clients and desires to provide such services to the Adviser.
NOW, THEREFORE, in consideration of the terms and conditions hereinafter
set forth, it is agreed as follows:
1. Employment of the Subadviser. The Adviser hereby employs the Subadviser,
----------------------------
subject to the supervision of the Adviser, to manage the investment and
reinvestment of the assets of the Portfolio, subject to the control and
direction of the Board of Directors, for the period and on the terms hereinafter
set forth. The Subadviser hereby accepts such employment and agrees during such
period to render the services and to assume the obligations herein set forth for
the compensation herein provided. The Subadviser shall for all purposes herein
be deemed to be an independent contractor and shall, except as expressly
provided or authorized (whether herein or otherwise), have no authority to act
for or represent the Adviser, the Portfolio or the Fund in any way. The
Subadviser may execute account documentation, agreements, contracts and other
documents requested by brokers, dealers, counterparties and other persons in
connection with its management of the assets of the Portfolio, provided the
subadviser receives express agreement and consent of the Adviser and/or the
Board of Directors to execute futures account agreements, ISDA Master Agreements
and other documents related thereto, which consent shall not be unreasonably
withheld. In such respect, and only for this limited purpose the Subadviser
shall act as the Adviser's and the Fund's agent and attorney-in-fact.
Copies of the Fund's Registration Statement or Articles of Incorporation and
Bylaws (collectively, the "Charter Documents"), each as currently in effect,
have been or will be delivered to the Subadviser. The Adviser agrees, on an
ongoing basis, to notify the Subadviser of each change in the fundamental and
non-fundamental investment policies and restrictions of the Portfolio as
promptly as practicable and to provide to the Subadviser as promptly as
practicable copies of all amendments and supplements to the Registration
Statement and amendments to the Charter Documents. The Adviser will promptly
provide the Subadviser with any procedures applicable to the Subadviser adopted
from time to time by the Fund's Board of Directors and agrees to promptly
provide the Subadviser copies of all amendments thereto.
The Adviser shall timely furnish the Subadviser with such additional
information as may be reasonably requested by the Subadviser to perform its
responsibilities pursuant to this Agreement. The Adviser shall reasonably
cooperate with the Subadviser in setting up and maintaining brokerage accounts,
futures accounts, and other accounts the Subadviser deems advisable to allow for
the purchase or sale of various forms of securities and other financial
instruments pursuant to this Agreement.
2. Obligations of and Services to be Provided by the Subadviser. The
------------------------------------------------------------
Subadviser undertakes to provide the following services to the Portfolio and to
assume the following obligations:
a. The Subadviser shall manage the investment and reinvestment of
the portfolio assets of the Portfolio, all without prior
consultation with the Adviser, subject to and in accordance with:
i. the investment objective, policies and restrictions of the
Portfolio set forth in the Fund's Registration Statement and
the Charter Documents, as such Registration Statement and
Charter Documents may be amended from time to time;
ii. the requirements applicable to registered investment
companies under applicable laws and those requirements
applicable to both regulated investment companies and
segregated asset accounts under Subchapter M and Section
817(h) of the Internal Revenue Code ("Code"), including but
not limited to, the diversification requirements of Section
817(h) of the Code and the regulations thereunder;
iii. any written instructions, policies and guidelines which the
Adviser or the Fund's Board of Directors may issue from
time-to-time, all as from time to time in effect, and
iv. with all applicable provisions of law, including without
limitation all applicable provisions of the 1940 Act the
rules and regulations thereunder and the interpretive
opinions thereof of the staff of the Securities and Exchange
Commission ("SEC") ("SEC Positions").
b. In furtherance of and subject to the foregoing, the Subadviser
shall make all determinations with respect to the purchase and
sale of portfolio securities and other financial instruments and
shall take such action necessary to implement the same.
c. The Subadviser shall render such reports to the Fund's Board of
Directors, the Adviser and the Adviser's Administrator as they
may reasonably request from time to time concerning the
investment activities of the Portfolio, including without
limitation all material as reasonably may be requested by the
Directors of the Fund pursuant to Section 15(c) of the 1940 Act,
and agrees to review the Portfolio and discuss the management of
the Portfolio with representatives or agents of the Fund's Board
of Directors, the Adviser and the Administrator at their
reasonable request.
d. Unless the Adviser gives the Subadviser written instructions to
the contrary, the Subadviser shall, in good faith and in a manner
which it reasonably believes best serves the interests of the
Portfolio's shareholders, timely direct the Portfolio's custodian
as to how to vote such proxies as may be necessary or advisable
in connection with any matters submitted to a vote of
shareholders of securities held by the Portfolio.
e. Absent instructions from the Adviser to the contrary and to the
extent provided in the Fund's Registration Statement, as such
Registration Statement may be amended from time to time, the
Subadviser shall, in the name of the Portfolio, place orders for
the execution of portfolio transactions with or through such
brokers, dealers or other financial institutions as it may
select, including affiliates of the Subadviser provided such
orders comply with Rule 17e-1 (or any successor or other relevant
regulations) under the 1940 Act.
f. To the extent consistent with applicable law and then current
SEC Positions and absent instructions from the Adviser to the
contrary, purchase or sell orders for the Portfolio may be
aggregated with contemporaneous purchase or sell orders of other
clients of the Subadviser or its affiliates. In the selection of
brokers or dealers or other execution agents and the placing of
orders for the purchase and sale of portfolio investments for the
Portfolio, the Subadviser shall seek to obtain for the Portfolio
the best execution available. In using its best efforts to obtain
for the Portfolio the best execution available, the Subadviser,
bearing in mind the Portfolio's best interests at all times,
shall consider all factors it deems relevant, including by way of
illustration, breadth of the market in the security; price; the
size of the transaction; the nature of the market for the
security; the amount of the commission; the timing of the
transaction taking into account market prices and trends; the
reputation, experience, execution capability, and financial
stability of the broker or dealer involved; and the quality of
service rendered by the broker or dealer in other transactions.
Subject to such policies as the Board of the Fund and Adviser may
determine and applicable law, including any relevant SEC
Positions, the Subadviser may cause the Portfolio to pay a broker
or dealer that provides brokerage and research services to the
Subadviser an amount of commission for effecting a portfolio
investment transaction in excess of the amount of commission
another broker or dealer would have charged for effecting that
transaction, if the Subadviser determines in good faith that such
amount of commission was reasonable in relation to the value of
the brokerage and research services provided by such broker or
dealer, viewed in terms of either that particular transaction or
the Subadviser's overall responsibilities with respect to the
Portfolio and to other clients of the Subadviser as to which the
Subadviser exercises investment discretion.
g. Subject to seeking the most favorable price and execution, the
Board of Directors or the Adviser may direct the Subadviser to
effect transactions in portfolio securities and other financial
instruments through broker-dealers in a manner that will help
generate resources to pay the cost of certain expenses which the
Fund is required to pay or for which the Fund is required to
arrange payment. To the extent the Subadviser is directed to use
only the specified brokers for the Portfolio, the Fund may pay
higher commissions or other transaction costs or greater spreads,
or receive less favorable net prices, on transactions for the
Portfolio than would otherwise be the case if the Subadviser used
other or multiple brokers.
h. In connection with the placement of orders for the execution of
the portfolio transactions of the Portfolio, the Subadviser shall
create and maintain all necessary records pertaining to the
purchase and sale of securities and other financial instruments
by the Subadviser on behalf of the Portfolio in accordance with
all applicable laws, rules and regulations, including but not
limited to records required by Section 31(a) of the 1940 Act. All
records shall be the property of the Fund and shall be available
for inspection and use by the SEC, the Fund, the Adviser or any
person retained by the Fund at all reasonable times. The
Subadviser will furnish copies of such records to the Adviser or
the Fund within a reasonable time after receipt of a request from
either the Adviser or the Fund. Where applicable, such records
shall be maintained by the Subadviser for the periods and in the
places required by Rule 31a-2 under the 1940 Act.
i. In accordance with Rule 206(4)-7 under the Advisers Act, the
Subadviser has adopted and implemented written policies and
procedures reasonably designed to prevent violation of the
Advisers Act and any rules thereunder by the Subadviser and its
supervised persons. Further, the Subadviser reviews and shall
continue to review, at least annually, its written policies and
procedures and the effectiveness of their implementation and
shall designate an individual (who is a supervised person) who is
responsible for administering such policies and procedures.
j. The Subadviser shall:
i. Comply with the Fund's written compliance policies and
procedures pursuant to Rule 38a-1 under the 1940 Act;
ii. Promptly provide to the Adviser copies of its annual
compliance review report (or a summary of the process and
findings), as well as copies of such items as third-party
compliance audits;
iii. Notify the Adviser promptly of any material non-routine
contact from the SEC or other regulators or a
Self-Regulatory Organization ("SRO") (such as an
examination, inquiry, investigation, institution of a
proceeding, etc.) relating directly or indirectly to the
Subadviser's asset management business; and
iv. Notify the Adviser promptly of any material compliance
matters (as defined in Rule 38a-1 under the 1940 Act)
relating directly or indirectly to the Portfolio, the Fund,
the Adviser or the Subadviser of which it is aware and
actions taken in response to issues or items raised by the
SEC, an SRO or other regulators.
k. The Subadviser shall (1) maintain procedures regarding the use
of derivatives, and (2) provide such certifications and reports
regarding the use of derivatives, including with respect to asset
segregation, as may be reasonably requested by the Fund or the
Adviser.
l. The Subadviser shall bear its expenses of providing services
pursuant to this Agreement, but shall not be obligated to pay any
expenses of the Adviser, 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 financial instruments for the
Portfolio; and (c) custodian fees and expenses.
m. The Subadviser shall, as part of a complete portfolio compliance
testing program, perform quarterly diversification testing of the
Portfolio under Section 817(h) of the Code. The Subadviser shall
provide timely notice each calendar quarter that such
diversification was satisfied or if not satisfied, that
corrections were made within 30 days of the end of the calendar
quarter.
n. The Subadviser shall be responsible for the preparation and
filing of Schedules 13D and 13G and Forms 13F (as well as other
filings triggered by ownership in securities and other
investments under other applicable laws, rules and regulations)
on behalf of the Portfolio.
o. The Subadviser shall provide assistance in determining the fair
value of all securities and other investments/assets in the
Portfolio as necessary, and, use reasonable efforts to arrange
for the provision of valuation information or a price(s) from a
party(ies) independent of the Subadviser for each security or
other investment/asset in the Portfolio for which market prices
are not readily available or not reliable. The Subadviser
acknowledges that it has received a copy of the Fund's Pricing
Procedures and agrees to comply with the Fund's Pricing
Procedures as in effect from time to time, and provide the
services and information required of Subadvisers thereunder with
respect to the Portfolio.
p. The Subadviser will notify the Fund and the Adviser of (i) any
assignment of this Agreement or change of control of the
Subadviser, as applicable, and (ii) any changes in the key
personnel who are either the portfolio manager(s) of the
Portfolio or senior management of the Subadviser, in each case
prior to or promptly after, such change. The Subadviser agrees to
bear all reasonable expenses of the Fund, if any, arising out of
any assignment by, or change in control of the Subadviser and any
changes in the key personnel who are either the portfolio
manager(s) of the Portfolio or senior management of the
Subadviser. In the case of an assignment of this Agreement or a
change in control, such expenses are agreed to include
reimbursement of reasonable costs associated with preparing,
printing and mailing information statements to existing
shareholders of the Portfolio. In the case of changes in key
personnel, such expenses are agreed to include reimbursement of
reasonable costs associated with preparing, printing and mailing
any supplements to the prospectus to existing shareholders of the
Portfolio if such changes involve personnel who are either the
portfolio manager(s) of the Portfolio or senior management of the
Subadviser identified in the prospectus or Statement of
Additional Information.
q. The Subadviser may, but is not obligated to, combine or "batch"
orders for client portfolios to obtain best execution, to
negotiate more favorable commission rates or to allocate
equitably among the Subadviser's and its affiliates' clients
differences in prices and commissions or other transaction costs
that might have been obtained had such orders been placed
independently. Under this procedure, transactions will be
averaged as to price and transaction costs and typically will be
allocated among the Subadviser's clients in proportion to the
purchase and sale orders placed for each client account on any
given day. If the Subadviser cannot obtain execution on all the
combined orders at prices or for transaction costs that the
Subadviser believes are desirable, the Subadviser will allocate
the securities the Subadviser does buy or sell as part of the
combined orders by following the Subadviser's order allocation
procedures.
r. In accordance with Rule 17a-10 under the 1940 Act and any other
applicable law, the Subadviser shall not consult with any other
subadviser to the Portfolio or any subadviser to any other
portfolio of the Fund or to any other investment company or
investment company series for which the Adviser serves as
investment adviser concerning transactions of the Portfolio in
securities or other assets, other than for purposes of complying
with conditions of paragraphs (a) and (b) of Rule 12d3-1 under
the 1940 Act.
3. Compensation of the Subadviser. In consideration of services
------------------------------
rendered pursuant to this Agreement, the Adviser will pay the Subadviser a fee
at the annual rate set forth in Schedule A hereto. Such compensation shall be
payable monthly in arrears or at such other intervals, not less frequently than
quarterly, as the Adviser is paid by the Portfolio pursuant to the Advisory
Agreement. If the Subadviser shall serve for less than the whole of any month,
the
foregoing compensation shall be prorated. For the purpose of determining
fees payable to the Subadviser, the value of the Portfolio's net assets
allocated to the Subadviser by the Adviser shall be computed at the times and in
the manner specified in the Fund's Registration Statement.
4. Activities of the Subadviser. The services of the Subadviser hereunder
----------------------------
are not to be deemed exclusive, and the Subadviser shall be free to render
similar services to others and to engage in other activities, so long as the
services rendered hereunder are not impaired and except as the Subadviser and
the Adviser may otherwise agree from time to time in writing before or after the
date hereof.
The Subadviser shall be subject to a written code of ethics adopted by it
that conforms to the requirements of Rule 204A-1 of the Advisers Act and
Rule 17j-1(b) of the 1940 Act.
5. Use of Names. The Subadviser hereby consents to the Portfolio being
------------
named the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ International Stock Portfolio. The Adviser shall not
use the name ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and any of the other names of the Subadviser or its
affiliated companies and any derivative or logo or trade or service mark
thereof, or disclose information related to the business of the Subadviser or
any of its affiliates in any prospectus, sales literature or other material
relating to the Fund in any manner not approved prior thereto by the Subadviser;
provided, however, that the Subadviser shall approve all uses of its name and
that of its affiliates which merely refer in accurate terms to its appointment
hereunder or which are required by the SEC or a state securities commission; and
provided, further, that in no event shall such approval be unreasonably
withheld. The Subadviser shall not use the name of the Fund, the Adviser or any
of their affiliates in any material relating to the Subadviser in any manner not
approved prior thereto by the Adviser; provided, however, that the Adviser shall
approve all uses of its or the Fund's name which merely refer in accurate terms
to the appointment of the Subadviser hereunder or which are required by the SEC
or a state securities commission; and, provided, further, that in no event shall
such approval be unreasonably withheld.
The Adviser recognizes that from time to time directors, officers and
employees of the Subadviser may serve as directors, trustees, partners, officers
and employees of other corporations, business trusts, partnerships or other
entities (including other investment companies) and that such other entities may
include the name ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or any derivative or abbreviation thereof as
part of their name, and that the Subadviser or its affiliates may enter into
investment advisory, administration or other agreements with such other
entities.
6. Liability and Indemnification.
-----------------------------
a. Except as may otherwise be provided by the 1940 Act or any other
applicable law, the Subadviser shall not be liable for any
losses, claims, damages, liabilities or litigation (including
legal and other expenses) incurred or suffered by the Adviser or
the Fund as a result of any error of judgment or mistake of law
by the Subadviser with respect to the Portfolio, except that
nothing in this Agreement shall operate or purport to operate in
any way to exculpate, waive or limit the liability of the
Subadviser for, and the Subadviser shall indemnify and hold
harmless the Fund, the Adviser, all affiliated persons thereof
(within the meaning of Section 2(a)(3) of the 1940 Act ) and all
controlling persons (as described in
Section 15 of the 1933 Act) (collectively, "Adviser Indemnitees")
against any and all losses, claims, damages, liabilities or
litigation (including reasonable legal and other expenses) to
which any of the Adviser Indemnitees may become subject under the
1933 Act, the 1940 Act, the Advisers Act, or under any other
statute, at common law or otherwise arising out of or based on
(i) any willful misconduct, bad faith, reckless disregard or
gross negligence of the Subadviser in the performance of any of
its duties or obligations hereunder or (ii) any untrue statement
of a material fact contained in the Registration Statement, proxy
materials, reports, advertisements, sales literature, or other
materials pertaining to the Portfolio or the omission to state
therein a material fact known to the Subadviser which was
required to be stated therein or necessary to make the statements
therein not misleading, if such statement or omission was made in
reliance upon information furnished to the Adviser or the Fund by
the Subadviser Indemnitees (as defined below) for use therein.
b. Except as may otherwise be provided by the 1940 Act or any other
applicable law, the Adviser and the Fund shall not be liable for
any losses, claims, damages, liabilities or litigation (including
legal and other expenses) incurred or suffered by the Subadviser
as a result of any error of judgment or mistake of law by the
Adviser with respect to the Portfolio, except that nothing in
this Agreement shall operate or purport to operate in any way to
exculpate, waive or limit the liability of the Adviser for, and
the Adviser shall indemnify and hold harmless the Subadviser, all
affiliated persons thereof (within the meaning of Section 2(a)(3)
of the 1940 Act) and all controlling persons (as described in
Section 15 of the 1933 Act) (collectively, "Subadviser
Indemnitees") against any and all losses, claims, damages,
liabilities or litigation (including reasonable legal and other
expenses) to which any of the Subadviser Indemnitees may become
subject under the 1933 Act, the 1940 Act, the Advisers Act, or
under any other statute, at common law or otherwise arising out
of or based on (i) any willful misconduct, bad faith, reckless
disregard or gross negligence of the Adviser in the performance
of any of its duties or obligations hereunder or (ii) any untrue
statement of a material fact contained in the Registration
Statement, proxy materials, reports, advertisements, sales
literature, or other materials pertaining to the Portfolio or the
omission to state therein a material fact known to the Adviser
which was required to be stated therein or necessary to make the
statements therein not misleading, unless such statement or
omission was made in reliance upon information furnished to the
Adviser by a Subadviser Indemnitee for use therein.
7. Limitation of Fund's Liability. The Subadviser acknowledges that it
------------------------------
has received notice of and accepts the limitations upon the Fund's liability set
forth in the Fund's Charter Documents. The Subadviser agrees that any of the
Fund's obligations shall be limited to the assets of the Portfolio and that the
Subadviser shall not seek satisfaction of any such obligation from the
shareholders of the Fund nor from any Director, officer, employee or agent of or
other series of the Fund.
8. Renewal, Termination and Amendment. This Agreement shall continue in
-------- -------------------------
effect, unless sooner terminated as hereinafter provided, until February 1, 2014
and shall continue in full force and effect for successive periods of one year
thereafter, but only so long as each such continuance as to the Portfolio is
specifically approved at least annually by vote of the holders of a majority of
the outstanding voting securities of the Portfolio or by vote of a majority of
the Fund's Board of Directors; and further provided that such continuance is
also approved annually by the vote of a majority of the Directors who are not
parties to this Agreement or interested persons of any such party. This
Agreement may be terminated as to the Portfolio at any time, without payment of
any penalty, by the Fund's Board of Directors, by the Adviser, or by a vote of
the majority of the outstanding voting securities of the Portfolio upon 60 days'
prior written notice to the Subadviser, or by the Subadviser upon 90 days' prior
written notice to the Adviser, or upon such shorter notice as may be mutually
agreed upon. This Agreement shall terminate automatically and immediately upon
termination of the Advisory Agreement between the Adviser and the Fund. This
Agreement shall terminate automatically and immediately in the event of its
assignment, except as otherwise provided by any rule of, or action by, the SEC.
The terms "assignment" and "vote of a majority of the outstanding voting
securities" shall have the meaning set forth for such terms in the 1940 Act and
the rules, regulations and interpretations thereunder. This Agreement may be
amended by written instrument at any time by the Subadviser and the Adviser,
subject to approval by the Fund's Board of Directors and, if required by
applicable SEC rules, regulations, or orders, a vote of a majority of the
Portfolio's outstanding voting securities.
9. Confidential Relationship. Any information and advice furnished by any
-------------------------
party to this Agreement to the other party or parties shall be treated as
confidential and shall not be disclosed to third parties without the consent of
the other party hereto except as required by law, rule or regulation. All
information disclosed as required by law, rule or regulation shall nonetheless
continue to be deemed confidential.
10. Cooperation with Regulatory Authorities. The parties to this Agreement
---------------------------------------
each agree to cooperate in a reasonable manner with each other in the event that
any of them should become involved in a legal, administrative, judicial or
regulatory action, claim, or suit as a result of performing its obligations
under this Agreement.
11. Severability. If any provision of this Agreement shall be held or made
------------
invalid by a court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby.
12. Custodian. The Portfolio assets shall be maintained in the custody of
---------
its custodian. Any assets added to the Portfolio shall be delivered directly to
such custodian. The Subadviser shall provide timely instructions directly to
the custodian, in the manner and form as required by the agreement between the
Fund and the custodian in effect from time to time (including with respect to
exchange offerings and other corporate actions) necessary to effect the
investment and reinvestment of the Portfolio's assets. Any assets added to the
Portfolio shall be delivered directly to the custodian. The Subadviser shall
provide to the Adviser a list of the persons whom the Subadviser wishes to have
authorized to give written and/or oral instructions to custodians of assets of
the Portfolio.
13. Notices. All notices hereunder shall be provided in writing, by
-------
facsimile or by e-mail. Notices shall be deemed given if delivered in person
or by messenger, certified mail with return receipt, or by a reputable overnight
delivery service that provides evidence of receipt to the parties; upon receipt
if sent by facsimile; or upon read receipt or reply if delivered by e-mail, at
the following addresses:
If to Fund: Metropolitan Series Fund, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇ (fax)
▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇ (e-mail)
If to Adviser: MetLife Advisers, LLC
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇ (fax)
▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇ (e-mail)
If to Subadviser: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Overseas Limited
▇▇▇▇▇▇ Square, ▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇, ▇▇▇ ▇.▇.
▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ / ▇▇▇▇ ▇▇▇▇▇▇▇▇
14. Information. The Adviser hereby acknowledges that it and the
-----------
Directors of the Fund have been provided with a copy of Part II of the
Subadviser's Form ADV.
15. Miscellaneous. The Fund is an intended third-party beneficiary of this
-------------
Agreement. This Agreement constitutes the full and complete agreement of the
parties hereto with respect to the subject matter hereof. Each party agrees to
perform such further actions and execute such further documents as are necessary
to effectuate the purposes hereof. This Agreement shall be construed and
enforced in accordance with and governed by the laws of the State of Delaware
and the applicable provisions of the 1940 Act. The captions in this Agreement
are included for convenience only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. This
Agreement may be executed in several counterparts, all of which together shall
for all purposes constitute one Agreement, binding on all the parties.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
date first written above.
METLIFE ADVISERS, LLC
BY: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Senior Vice President
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ OVERSEAS LIMITED
BY: /s/ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------------
▇. ▇▇▇▇▇ ▇▇▇▇▇▇
Director
SCHEDULE A
Percentage of average daily net assets:
0.600% on the first $25 million
0.500% on the next $75 million
0.400% on the next $300 million
0.300% on assets over $400 million
Exhibit 77Q1(e)(35)
METROPOLITAN SERIES FUND, INC.
AMENDMENT NO. 3
TO THE
SUBADVISORY AGREEMENT
(▇▇▇▇▇▇▇▇ GROWTH PORTFOLIO)
AMENDMENT made this 17th day of November, 2010 to the Subadvisory Agreement
dated May 1, 2003 as amended November 9, 2006 (the "Agreement"), by and between
MetLife Advisers, LLC, a Delaware limited liability company (the "Manager"), and
▇▇▇▇▇▇▇▇ Associates LLC, a Delaware limited liability company (the
"Subadviser"). In consideration of the mutual covenants contained herein, the
parties agree as follows:
1. CHANGE TO COMPENSATION OF SUBADVISER
Pursuant to Paragraph 10 of the Agreement, the services of the Subadviser
referenced in Paragraph 6 is hereby amended by adding 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 annual rate of 0.40% of
the first $300 million of the average daily net assets of the Portfolio during
the Portfolio's then-current fiscal year, 0.35% of the next $200 million of such
assets, 0.25% of the next $500 million of such assets, and 0.22% of such assets
in excess of $1 billion. 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.
2. SUBADVISORY 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 January 1, 2011.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the 17th day of November, 2010.
METLIFE ADVISERS, LLC ▇▇▇▇▇▇▇▇ ASSOCIATES LLC
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------- -----------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Senior Vice President Title: Managing Director
Exhibit 77Q1(e)(36)
INVESTMENT SUBADVISORY AGREEMENT
AGREEMENT made this 12th day of January, 2012, by and between Lord, ▇▇▇▇▇▇
& Co. LLC, a Delaware limited liability company (the "Subadviser"), and MetLife
Advisers, LLC, a Delaware limited liability company (the "Adviser").
WHEREAS, the Adviser serves as investment manager of Metropolitan Series
Fund, Inc. (the "Fund"), a Maryland corporation which has filed a registration
statement (the "Registration Statement") under the Investment Company Act of
1940, as amended (the "1940 Act") and the Securities Act of 1933, as amended
(the "1933 Act") pursuant to an advisory agreement dated May 1, 2001, as amended
from time to time (the "Advisory Agreement"); and
WHEREAS, the Fund is comprised of several separate investment portfolios,
one of which is the Lord ▇▇▇▇▇▇ Mid Cap Value Portfolio (the "Portfolio"); and
WHEREAS, the Adviser desires to avail itself of the services, information,
advice, assistance and facilities of an investment adviser to assist the Adviser
in performing investment advisory services for the Portfolio; and
WHEREAS, the Subadviser is registered under the Investment Advisers Act of
1940, as amended (the "Advisers Act"), and is engaged in the business of
rendering investment advisory services to investment companies and other
institutional clients and desires to provide such services to the Adviser.
NOW, THEREFORE, in consideration of the terms and conditions hereinafter
set forth, it is agreed as follows:
1. Employment of the Subadviser. The Adviser hereby employs the Subadviser,
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subject to the supervision of the Adviser, to manage the investment and
reinvestment of the assets of the Portfolio, subject to the control and
direction of the Board of Directors, for the period and on the terms hereinafter
set forth. The Subadviser hereby accepts such employment and agrees during such
period to render the services and to assume the obligations herein set forth for
the compensation herein provided. The Subadviser shall for all purposes herein
be deemed to be an independent contractor and shall, except as expressly
provided or authorized (whether herein or otherwise), have no authority to act
for or represent the Adviser, the Portfolio or the Fund in any way. The
Subadviser may execute account documentation, agreements, contracts and other
documents requested by brokers, dealers, counterparties and other persons in
connection with its management of the assets of the Portfolio, provided the
subadviser receives express agreement and consent of the Adviser and/or the
Board of Directors to execute futures account agreements, ISDA Master Agreements
and other documents related thereto, which consent shall not be unreasonably
withheld. In such respect, and only for this limited purpose the Subadviser
shall act as the Adviser's and the Fund's agent and attorney-in-fact.
Copies of the Fund's Registration Statement or Articles of Incorporation and
Bylaws (collectively, the "Charter Documents"), each as currently in effect,
have been or will be delivered to the Subadviser. The Adviser agrees, on an
ongoing basis, to notify the Subadviser of each change in the fundamental and
non-fundamental investment policies and restrictions of the Portfolio as
promptly as practicable and to provide to the Subadviser as promptly as
practicable copies of all amendments and supplements to the Registration
Statement and amendments to the Charter Documents. The Adviser will promptly
provide the Subadviser with any procedures applicable to the Subadviser adopted
from time to time by the Fund's Board of Directors and agrees to promptly
provide the Subadviser copies of all amendments thereto.
The Adviser shall timely furnish the Subadviser with such additional
information as may be reasonably requested by the Subadviser to perform its
responsibilities pursuant to this Agreement. The Adviser shall reasonably
cooperate with the Subadviser in setting up and maintaining brokerage accounts,
futures accounts, and other accounts the Subadviser deems advisable to allow for
the purchase or sale of various forms of securities and other financial
instruments pursuant to this Agreement.
2. Obligations of and Services to be Provided by the Subadviser. The
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Subadviser undertakes to provide the following services to the Portfolio and to
assume the following obligations:
s. The Subadviser shall manage the investment and reinvestment of the
portfolio assets of the Portfolio, all without prior consultation with
the Adviser, subject to and in accordance with:
i. the investment objective, policies and restrictions of the
Portfolio set forth in the Fund's Registration Statement and the
Charter Documents, as such Registration Statement and Charter
Documents may be amended from time to time;
ii. the requirements applicable to registered investment companies
under applicable laws and those requirements applicable to both
regulated investment companies and segregated asset accounts
under Subchapter M and Section 817(h) of the Internal Revenue
Code ("Code"), including but not limited to, the diversification
requirements of Section 817(h) of the Code and the regulations
thereunder;
iii. any written instructions, policies and guidelines which the
Adviser or the Fund's Board of Directors may issue from
time-to-time, all as from time to time in effect, and
iv. with all applicable provisions of law, including without
limitation all applicable provisions of the 1940 Act the rules
and regulations thereunder and the interpretive opinions thereof
of the staff of the Securities and Exchange Commission ("SEC")
("SEC Positions").
t. In furtherance of and subject to the foregoing, the Subadviser shall
make all determinations with respect to the purchase and sale of
portfolio securities and other financial instruments and shall take
such action necessary to implement the same.
u. The Subadviser shall render such reports to the Fund's Board of
Directors, the Adviser and the Adviser's Administrator as they may
reasonably request from time to time concerning the investment
activities of the Portfolio, including without limitation all material
as reasonably may be requested by the Directors of the Fund pursuant
to Section 15(c) of the 1940 Act, and agrees to review the Portfolio
and discuss the management of the Portfolio with representatives or
agents of the Fund's Board of Directors, the Adviser and the
Administrator at their reasonable request.
v. Unless the Adviser gives the Subadviser written instructions to the
contrary, the Subadviser shall, in good faith and in a manner which it
reasonably believes best serves the interests of the Portfolio's
shareholders, timely direct the Portfolio's custodian as to how to
vote such proxies as may be necessary or advisable in connection with
any matters submitted to a vote of shareholders of securities held by
the Portfolio.
w. Absent instructions from the Adviser to the contrary and to the
extent provided in the Fund's Registration Statement, as such
Registration Statement may be amended from time to time, the
Subadviser shall, in the name of the Portfolio, place orders for the
execution of portfolio transactions with or through such brokers,
dealers or other financial institutions as it may select, including
affiliates of the Subadviser provided such orders comply with Rule
17e-1 (or any successor or other relevant regulations) under the 1940
Act.
x. To the extent consistent with applicable law and then current SEC
Positions and absent instructions from the Adviser to the contrary,
purchase or sell orders for the Portfolio may be aggregated with
contemporaneous purchase or sell orders of other clients of the
Subadviser. In the selection of brokers or dealers or other execution
agents and the placing of orders for the purchase and sale of
portfolio investments for the Portfolio, the Subadviser shall seek to
obtain for the Portfolio the best execution available. In using its
best efforts to obtain for the Portfolio the best execution available,
the Subadviser, bearing in mind the Portfolio's best interests at all
times, shall consider all factors it deems relevant, including by way
of illustration, breadth of the market in the security; price; the
size of the transaction; the nature of the market for the security;
the amount of the commission; the timing of the transaction taking
into account market prices and trends; the reputation, experience,
execution capability, and financial stability of the broker or dealer
involved; and the quality of service rendered by the broker or dealer
in other transactions. Subject to such policies as the Board of the
Fund and Adviser may determine and applicable law, including any
relevant SEC Positions, the Subadviser may cause the Portfolio to pay
a broker or dealer that provides brokerage and research services to
the Subadviser an amount of commission for effecting a portfolio
investment transaction in excess of the amount of commission another
broker or dealer would have charged for effecting that
transaction, if the Subadviser determines in good faith that such
amount of commission was reasonable in relation to the value of the
brokerage and research services provided by such broker or dealer,
viewed in terms of either that particular transaction or the
Subadviser's overall responsibilities with respect to the Portfolio
and to other clients of the Subadviser as to which the Subadviser
exercises investment discretion.
y. Subject to seeking the most favorable price and execution, the Board
of Directors or the Adviser may direct the Subadviser to effect
transactions in portfolio securities and other financial instruments
through broker-dealers in a manner that will help generate resources
to pay the cost of certain expenses which the Fund is required to pay
or for which the Fund is required to arrange payment. To the extent
the Subadviser is directed to use only the specified brokers for the
Portfolio, the Fund may pay higher commissions or other transaction
costs or greater spreads, or receive less favorable net prices, on
transactions for the Portfolio than would otherwise be the case if the
Subadviser used other or multiple brokers.
z. In connection with the placement of orders for the execution of the
portfolio transactions of the Portfolio, the Subadviser shall create
and maintain all necessary records pertaining to the purchase and sale
of securities and other financial instruments by the Subadviser on
behalf of the Portfolio in accordance with all applicable laws, rules
and regulations, including but not limited to records required by
Section 31(a) of the 1940 Act. All records shall be the property of
the Fund and shall be available for inspection and use by the SEC, the
Fund, the Adviser or any person retained by the Fund at all reasonable
times. The Subadviser will furnish copies of such records to the
Adviser or the Fund within a reasonable time after receipt of a
request from either the Adviser or the Fund. Where applicable, such
records shall be maintained by the Subadviser for the periods and in
the places required by Rule 31a-2 under the 1940 Act.
aa. The Subadviser and the Adviser acknowledge that the Subadviser is not
the compliance agent for the Portfolio or for the Adviser, and does
not have access to all of the Portfolio's books and records necessary
to perform certain compliance testing. To the extent that the
Subadviser has agreed to perform the services specified in this
Section 2 in accordance with the Fund's Registration Statement and
Charter Documents, written instructions of the Adviser and any
policies adopted by the Fund's Board of Directors applicable to the
Portfolio (collectively, the "Charter Requirements"), and in
accordance with applicable law (including Subchapters M and the
diversification requirements of section 817(h) of the Code, the 1940
Act and the Advisers Act ("Applicable Law")), the Subadviser shall
perform such services based upon its books and records with respect to
the Portfolio (as specified in Section 2.h. hereof), which comprise a
portion of the Portfolio's books and records, and upon information and
written instructions received from the Fund, the Adviser or the Fund's
administrator, and shall not be held responsible under this Agreement
so long as it performs such services in accordance with this
Agreement, the Charter Requirements and Applicable Law
based upon such books and records and such information and
instructions provided by the Fund, the Adviser or the Fund's
administrator. The Subadviser shall have no responsibility to monitor
certain limitations or restrictions for which the Subadviser has not
been provided sufficient information in accordance with Section 1 of
this Agreement or otherwise. All such monitoring shall be the
responsibility of the Adviser.
bb. In accordance with Rule 206(4)-7 under the Advisers Act, the
Subadviser has adopted and implemented written policies and procedures
reasonably designed to prevent violation of the Advisers Act and any
rules thereunder by the Subadviser and its supervised persons.
Further, the Subadviser reviews and shall continue to review, at least
annually, its written policies and procedures and the effectiveness of
their implementation and shall designate an individual (who is a
supervised person) who is responsible for administering such policies
and procedures.
cc. The Subadviser shall:
v. Comply with the Fund's written compliance policies and
procedures pursuant to Rule 38a-1 under the 1940 Act;
vi. Promptly provide to the Adviser copies (or a summary of the
process and findings) of its annual compliance review report and
such items as third-party compliance audits;
vii. Notify the Adviser promptly of any contact from the SEC or other
regulators or a Self-Regulatory Organization ("SRO") (such as an
examination, inquiry, investigation, institution of a proceeding,
etc.) relating, directly or indirectly, to the Subadviser's asset
management business; and
viii. Notify the Adviser promptly of any Material Compliance Matters
(as defined in Rule 38a-1 under the 1940 Act) of which it is
aware and actions taken in response to issues or items raised by
the SEC, an SRO or other regulators.
dd. The Subadviser shall (1) maintain procedures regarding the use of
derivatives, and (2) provide such certifications and reports regarding
the use of derivatives, including with respect to asset segregation,
as may be reasonably requested by the Fund or the Adviser.
ee. The Subadviser shall bear its expenses of providing services pursuant
to this Agreement, but shall not be obligated to pay any expenses of
the Adviser, 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 financial
instruments for the Portfolio; and (c) custodian fees and expenses.
ff. The Subadviser shall, as part of a complete portfolio compliance
testing program, perform quarterly diversification testing of the
Portfolio under Section 817(h) of the Code. The Subadviser shall
provide timely notice each calendar quarter that
such diversification was satisfied or if not satisfied, that
corrections were made within 30 days of the end of the calendar
quarter.
gg. The Subadviser shall be responsible for the preparation and filing of
Schedules 13D and 13G and Forms 13F (as well as other filings
triggered by ownership in securities and other investments under other
applicable laws, rules and regulations) on behalf of the Portfolio.
hh. In accordance with procedures and methods established by the
Directors of the Fund and with the investment objective and policies
of the Portfolio set forth in the Fund's Registration Statement and
the Charter Documents, as such Registration Statement and Charter
Documents may be amended from time to time and shall be provided to
the Subadviser on a timely basis, the Subadviser shall provide
assistance in determining the fair value of all securities and other
investments/assets in the Portfolio as necessary, and, use reasonable
efforts to arrange for the provision of valuation information or a
price(s) from a party(ies) independent of the Subadviser for each
security or other investment/asset in the Portfolio for which market
prices are not readily available with respect to the Portfolio.
ii. The Subdviser will notify the Fund and the Adviser of any assignment
of this Agreement or change of control of the Subadviser, as
applicable, and any changes in the key personnel who are either a
persons required to be identified as portfolio manager(s) in the
Registration Statement of the Portfolio or senior management of the
Subadviser, in each case prior to or promptly after, such change. The
Subadviser agrees to bear all reasonable expenses of the Fund, if any,
arising out of any assignment by, or change in control of, the
Subadviser.
jj. The Subadviser may, but is not obligated to, combine or "batch"
orders for client portfolios to obtain best execution, to negotiate
more favorable commission rates or to allocate equitably among the
Subadviser's clients differences in prices and commissions or other
transaction costs that might have been obtained had such orders been
placed independently. Under this procedure, transactions will be
averaged as to price and transaction costs and typically will be
allocated among the Subadviser's clients in proportion to the purchase
and sale orders placed for each client account on any given day. If
the Subadviser cannot obtain execution on all the combined orders at
prices or for transaction costs that the Subadviser believes are
desirable, the Subadviser will allocate the securities the Subadviser
does buy or sell as part of the combined orders by following the
Subadviser's order allocation procedures.
kk. In accordance with Rule 17a-10 under the 1940 Act and any other
applicable law, the Subadviser shall not consult with any other
subadviser to the Portfolio or any subadviser to any other portfolio
of the Fund or to any other investment company or investment company
series for which the Adviser serves as investment adviser concerning
transactions of the Portfolio in securities or other assets, other
than for purposes of complying with conditions of paragraphs (a) and
(b) of Rule 12d3-1 under the 1940 Act.
3. Compensation of the Subadviser. In consideration of services rendered
------------------------------
pursuant to this Agreement, the Adviser will pay the Subadviser a fee at the
annual rate set forth in Schedule A hereto. Such compensation shall be payable
monthly in arrears or at such other intervals, not less frequently than
quarterly, as the Adviser is paid by the Portfolio pursuant to the Advisory
Agreement. If the Subadviser shall serve for less than the whole of any month,
the foregoing compensation shall be prorated. For the purpose of determining
fees payable to the Subadviser, the value of the Portfolio's net assets
allocated to the Subadviser by the Adviser shall be computed at the times and in
the manner specified in the Fund's Registration Statement.
4. Activities of the Subadviser. The services of the Subadviser hereunder
----------------------------
are not to be deemed exclusive, and the Subadviser shall be free to render
similar services to others and to engage in other activities, so long as the
services rendered hereunder are not impaired and except as the Subadviser and
the Adviser may otherwise agree from time to time in writing before or after the
date hereof.
The Subadviser shall be subject to a written code of ethics adopted by it
that conforms to the requirements of Rule 204A-1 of the Advisers Act and
Rule 17j-1(b) of the 1940 Act.
5. Use of Names. The Subadviser hereby consents to the Portfolio being
------------
named the Lord ▇▇▇▇▇▇ Mid Cap Value Portfolio. The Adviser shall
not use the name ▇▇▇▇ ▇▇▇▇▇▇ and any of the other names of the Subadviser or its
affiliated companies and any derivative or logo or trade or service mark
thereof, or disclose information related to the business of the Subadviser or
any of its affiliates in any prospectus, sales literature or other material
relating to the Fund in any manner not approved prior thereto by the Subadviser;
provided, however, that the Subadviser shall approve all uses of its name and
that of its affiliates which merely refer in accurate terms to its appointment
hereunder or which are required by the SEC or a state securities commission; and
provided, further, that in no event shall such approval be unreasonably
withheld. The Subadviser shall not use the name of the Fund, the Adviser or any
of their affiliates in any material relating to the Subadviser in any manner not
approved prior thereto by the Adviser; provided, however, that the Adviser shall
approve all uses of its or the Fund's name which merely refer in accurate terms
to the appointment of the Subadviser hereunder or which are required by the SEC
or a state securities commission; and, provided, further, that in no event shall
such approval be unreasonably withheld. Notwithstanding the other provisions of
this Section 5, the Adviser acknowledges and agrees to the use of "Lord ▇▇▇▇▇▇
Mid Cap Value Portfolio," "Lord ▇▇▇▇▇▇ Mid Cap Value Fund" and similar names in
connection with mutual funds and other pooled investment vehicles sponsored by
the Subadviser.
The Adviser recognizes that from time to time directors, officers, members
and employees of the Subadviser may serve as directors, trustees, partners,
officers, members and employees of other corporations, business trusts,
partnerships or other entities (including other investment companies) and that
such other entities may include the name Lord ▇▇▇▇▇▇ or any derivative or
abbreviation thereof as part of their name, and that the Subadviser or its
affiliates may enter into investment advisory, administration or other
agreements with such other entities.
6. Liability and Indemnification.
-----------------------------
c. Except as may otherwise be provided by the 1940 Act or any other
applicable law, the Subadviser shall not be liable for any losses, claims,
damages, liabilities or litigation (including legal and other expenses) incurred
or suffered by the Adviser or the Fund as a result of any error of judgment or
mistake of law by the Subadviser with respect to the Portfolio, except that
nothing in this Agreement shall operate or purport to operate in any way to
exculpate, waive or limit the liability of the Subadviser for, and the
Subadviser shall indemnify and hold harmless the Fund, the Adviser, all
affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940
Act ) and all controlling persons (as described in Section 15 of the 1933 Act)
(collectively, "Adviser Indemnitees") against any and all losses, claims,
damages, liabilities or litigation (including reasonable legal and other
expenses) to which any of the Adviser Indemnitees may become subject under the
1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common
law or otherwise arising out of or based on (i) any willful misconduct, bad
faith, reckless disregard or gross negligence of the Subadviser in the
performance of any of its duties or obligations hereunder or (ii) any untrue
statement of a material fact contained in the Registration Statement, proxy
materials, reports, advertisements, sales literature, or other materials
pertaining to the Portfolio or the omission to state therein a material fact
known to the Subadviser which was required to be stated therein or necessary to
make the statements therein not misleading, if such statement or omission was
made in reliance upon information furnished to the Adviser or the Fund by the
Subadviser Indemnitees (as defined below) for use therein.
d. Except as may otherwise be provided by the 1940 Act or any other
applicable law, the Adviser and the Fund shall not be liable for any losses,
claims, damages, liabilities or litigation (including legal and other expenses)
incurred or suffered by the Subadviser as a result of any error of judgment or
mistake of law by the Adviser with respect to the Portfolio, except that nothing
in this Agreement shall operate or purport to operate in any way to exculpate,
waive or limit the liability of the Adviser for, and the Adviser shall indemnify
and hold harmless the Subadviser, all affiliated persons thereof (within the
meaning of Section 2(a)(3) of the 1940 Act) and all controlling persons (as
described in Section 15 of the 1933 Act) (collectively, "Subadviser
Indemnitees") against any and all losses, claims, damages, liabilities or
litigation (including reasonable legal and other expenses) to which any of the
Subadviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the
Advisers Act, or under any other statute, at common law or otherwise arising out
of or based on (i) any willful misconduct, bad faith, reckless disregard or
gross negligence of the Adviser in the performance of any of its duties or
obligations hereunder or (ii) any untrue statement of a material fact contained
in the Registration Statement, proxy materials, reports, advertisements, sales
literature, or other materials pertaining to the Portfolio or the omission to
state therein a material fact known to the Adviser which was required to be
stated therein or necessary to make the statements therein not misleading,
unless such statement or omission was made in reliance upon information
furnished to the Adviser by a Subadviser Indemnitee for use therein.
7. Limitation of Fund's Liability. The Subadviser acknowledges that it
------------------------------
has received notice of and accepts the limitations upon the Fund's liability set
forth in the Fund's Charter Documents. The Subadviser agrees that any of the
Fund's obligations shall be limited to the assets of the Portfolio and that the
Subadviser shall not seek satisfaction of any such obligation from the
shareholders of the Fund nor from any Director, officer, employee or agent of
or other series of the Fund.
8. Renewal, Termination and Amendment. This Agreement shall continue in
----------------------------------
effect, unless sooner terminated as hereinafter provided, until January 12, 2014
and shall continue in full force and effect for successive periods of one year
thereafter, but only so long as each such continuance as to the Portfolio is
specifically approved at least annually by vote of the holders of a majority of
the outstanding voting securities of the Portfolio or by vote of a majority of
the Fund's Board of Directors; and further provided that such continuance is
also approved annually by the vote of a majority of the Directors who are not
parties to this Agreement or interested persons of any such party. This
Agreement may be terminated as to the Portfolio at any time, without payment of
any penalty, by the Fund's Board of Directors, by the Adviser, or by a vote of
the majority of the outstanding voting securities of the Portfolio upon 60 days'
prior written notice to the Subadviser, or by the Subadviser upon 90 days' prior
written notice to the Adviser, or upon such shorter notice as may be mutually
agreed upon. This Agreement shall terminate automatically and immediately upon
termination of the Advisory Agreement between the Adviser and the Fund. This
Agreement shall terminate automatically and immediately in the event of its
assignment, except as otherwise provided by any rule of, or action by, the SEC.
The terms "assignment" and "vote of a majority of the outstanding voting
securities" shall have the meaning set forth for such terms in the 1940 Act and
the rules, regulations and interpretations thereunder. This Agreement may be
amended by written instrument at any time by the Subadviser and the Adviser,
subject to approval by the Fund's Board of Directors and, if required by
applicable SEC rules, regulations, or orders, a vote of a majority of the
Portfolio's outstanding voting securities.
9. Confidential Relationship. Any information and advice furnished by any
-------------------------
party to this Agreement to the other party or parties shall be treated as
confidential and shall not be disclosed to third parties without the consent of
the other party hereto except as required by law, rule or regulation. All
information disclosed as required by law, rule or regulation shall nonetheless
continue to be deemed confidential.
10. Cooperation with Regulatory Authorities. The parties to this
---------------------------------------
Agreement each agree to cooperate in a
reasonable manner with each other in the event that any of them should become
involved in a legal, administrative, judicial or regulatory action, claim, or
suit as a result of performing its obligations under this Agreement.
11. Severability. If any provision of this Agreement shall be held or
------------
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby.
12. Custodian. The Portfolio assets shall be maintained in the custody of
---------
its custodian. Any assets added to the Portfolio shall be delivered directly to
such custodian. The Subadviser shall provide timely instructions directly to
the custodian, in the manner and form as required by the agreement between the
Fund and the custodian in effect from time to time (including with respect to
exchange offerings and other corporate actions) necessary to effect the
investment and reinvestment of the Portfolio's assets. Any assets added to the
Portfolio shall be delivered directly to the custodian. The Subadviser shall
provide to the Adviser a list of the persons whom the Subadviser wishes to
have authorized to give written and/or oral instructions to custodians of
assets of the Portfolio.
13. Notices. All notices hereunder shall be provided in writing, by
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facsimile or by e-mail. Notices shall be deemed given if delivered in person or
by messenger, certified mail with return receipt, or by a reputable overnight
delivery service that provides evidence of receipt to the parties; upon receipt
if sent by facsimile; or upon read receipt or reply if delivered by e-mail, at
the following addresses:
If to Fund: Metropolitan Series Fund, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇ (fax)
▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇ (e-mail)
If to Adviser: MetLife Advisers, LLC
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇ (fax)
▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇ (e-mail)
If to Subadviser:
Lord, ▇▇▇▇▇▇ & Co. LLC
Attention: General Counsel
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇ (fax)
▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇
15. Information. The Adviser hereby acknowledges that it and the
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Directors of the Fund have been provided with a copy of Part II of the
Subadviser's Form ADV.
16. Miscellaneous. The Fund is an intended third-party beneficiary of
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this Agreement. This Agreement constitutes the full and complete agreement of
the parties hereto with respect to the subject matter hereof. Each party agrees
to perform such further actions and execute such further documents as are
necessary to effectuate the purposes hereof. This Agreement shall be construed
and enforced in accordance with and governed by the laws of the State of
Delaware and the applicable provisions of the 1940 Act. The captions in this
Agreement are included for convenience only and in no way define or delimit any
of the provisions hereof or otherwise affect their construction or effect. This
Agreement may be executed in several counterparts, all of which together shall
for all purposes constitute one Agreement, binding on all the parties.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
date first written above.
METLIFE ADVISERS, LLC
BY: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
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▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Chief Financial Officer
▇▇▇▇, ▇▇▇▇▇▇ & CO. LLC
BY: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Partner & General Counsel
SCHEDULE A
Percentage of average daily net assets:
0.40% on the first $900 million
0.375% on the next $100 million
0.35% on assets over $1 billion
Exhibit 77Q1(e)(37)
METROPOLITAN SERIES FUND, INC.
AMENDMENT NO. 2
TO THE
SUBADVISORY AGREEMENT
(MET/DIMENSIONAL INTERNATIONAL SMALL COMPANY PORTFOLIO)
AMENDMENT made as of this 17th day of November, 2011 to the Subadvisory
Agreement dated October 30, 2008 as amended May 10, 2010 (the "Agreement"), by
and between MetLife Advisers, LLC, a Delaware limited liability company (the
"Manager"), and Dimensional Fund Advisors LP, a Delaware limited partnership
(the "Subadviser"). In consideration of the mutual covenants contained herein,
the parties agree as follows:
1. CHANGE TO COMPENSATION OF SUBADVISER
Pursuant to Paragraph 11 of the Agreement, the compensation of the
Subadviser referenced in Paragraph 6, which contains the schedule of fees, is
hereby amended as follows:
6. Compensation of the Subadviser. As full compensation for all services
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rendered, facilities furnished and expenses borne by the Subadviser hereunder,
the Manager shall pay the Subadviser compensation at the annual rate of 0.500%
of all assets. 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 month or another agreed upon interval, the forgoing
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.
2. SUBADVISORY 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 April 30, 2012.
IN WITNESS WHEREOF, the parties have executed this Amendment on the day and year
first above written.
METLIFE ADVISERS, LLC DIMENSIONAL FUND ADVISORS LP
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Senior Vice President Title: Vice President
Exhibit 77Q1(e)(38)
METROPOLITAN SERIES FUND, INC.
AMENDMENT NO. 1
TO THE
SUBADVISORY AGREEMENT
(MFS VALUE PORTFOLIO)
AMENDMENT made this 17th day of November 2011 to the Subadvisory Agreement
dated January 7, 2008 (the "Agreement"), by and between MetLife Advisers, LLC, a
Delaware limited liability company (the "Manager"), and Massachusetts Financial
Services Company, a Delaware corporation (the "Subadviser"). In consideration of
the mutual covenants contained herein, the parties agree as follows:
1. CHANGE TO COMPENSATION OF SUBADVISER
Pursuant to Paragraph 11 of the Agreement, the compensation of the
Subadviser referenced in Paragraph 7, which contains the schedule of fees, is
hereby amended as follows:
7. 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 annual rate of 0.350%
of the first $100 million of the average daily net assets of the Portfolio,
0.300% of the next $400 million of such assets, 0.275% of the next $1 billion of
such assets, 0.200% of such assets in excess of $1.5 billion. 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
month or another agreed upon interval, the forgoing 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.
2. SUBADVISORY AGREEMENT
In all other respects, the Agreement is confirmed and remains in full force
and effect.
3. EFFECTIVE DATE
This Amendment shall be effective as of January 1, 2012.
IN WITNESS WHEREOF, the parties have executed this Amendment on the day and year
first above written.
METLIFE ADVISERS, LLC
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President
MASSACHUSETTS FINANCIAL SERVICES COMPANY
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Chief Executive Officer
Exhibit 77Q1(e)(39)
METROPOLITAN SERIES FUND, INC.
AMENDMENT NO. 2
TO THE
SUBADVISORY AGREEMENT
(WESTERN ASSET MANAGEMENT STRATEGIC BOND OPPORTUNITIES PORTFOLIO)
AMENDMENT made this 17th day of November 2011 to the Subadvisory Agreement
dated May 1, 2006 as amended November 19, 2009 (the "Agreement"), by and between
MetLife Advisers, LLC, a Delaware limited liability company (the "Manager"),
Western Asset Management Company, a California corporation (the "Subadviser"),
and Western Asset Management Company Limited, a company organized under the laws
of England. In consideration of the mutual covenants contained herein, the
parties agree as follows:
1. CHANGE TO COMPENSATION OF SUBADVISER
Pursuant to Paragraph 10 of the Agreement, the compensation of the
Subadviser referenced in Paragraph 6, which contains the schedule of fees, is
hereby amended as follows:
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 annual rate of 0.300%
of the first $100 million of the average daily net assets of the Portfolio,
0.200% of the next $400 million of such assets, 0.175% of the next $500 million
of such assets, and 0.150% of such assets in excess of $1 billion. 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.
2. SUBADVISORY 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 January 1, 2012.
IN WITNESS WHEREOF, the parties have executed this Amendment on the day and year
first above written.
METLIFE ADVISERS, LLC
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President
WESTERN ASSET MANAGEMENT COMPANY
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Head of Client Service & Marketing
Support
WESTERN ASSET MANAGEMENT COMPANY LIMITED
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Director of Global Client Service
and Marketing
Exhibit 77Q1(e)(40)
METROPOLITAN SERIES FUND, INC.
AMENDMENT NO. 2
TO THE
SUBADVISORY AGREEMENT
(WESTERN ASSET MANAGEMENT U.S. GOVERNMENT PORTFOLIO)
AMENDMENT made this 17th day of November 2011 to the Subadvisory Agreement
dated May 1, 2006 as amended February 25, 2010 (the "Agreement"), by and between
MetLife Advisers, LLC, a Delaware limited liability company (the "Manager") and
Western Asset Management Company, a California corporation (the "Subadviser").
In consideration of the mutual covenants contained herein, the parties agree as
follows:
1. CHANGE TO COMPENSATION OF SUBADVISER
Pursuant to Paragraph 10 of the Agreement, the compensation of the
Subadviser referenced in Paragraph 6, which contains the schedule of fees, is
hereby amended as follows:
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 annual rate of 0.250%
of the first $100 million of the average daily net assets of the Portfolio,
0.125% of the next $400 million, 0.100% of the next $500 million, 0.090% of the
next $1 billion, and 0.080% in the excess of $2 billion. 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.
2. SUBADVISORY 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 January 1, 2012.
IN WITNESS WHEREOF, the parties have executed this Amendment on the day and year
first above written.
METLIFE ADVISERS, LLC
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President
WESTERN ASSET MANAGEMENT COMPANY
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Head of Client Service & Marketing
Support