METROPOLITAN SERIES FUND, INC.
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
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PORTFOLIOS:
Met/Artisan Mid Cap Value Portfolio Exhibit 77Q1(e)(i)
SUB-ADVISORY AGREEMENTS
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PORTFOLIOS:
▇▇▇▇▇ Venture Value Portfolio Exhibit 77Q1(e)(ii)
▇▇▇▇▇▇ ▇▇▇▇▇▇ Small Cap Growth Portfolio Exhibit 77Q1(e)(iii)
Met/Artisan Mid Cap Value Portfolio Exhibit 77Q1(e)(iv)
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Mid Cap Value Portfolio Exhibit 77Q1(e)(v)
Exhibit 77Q1(e)(i)
METROPOLITAN SERIES FUND, INC.
AMENDED AND RESTATED ADVISORY AGREEMENT
(MET/ARTISAN MID CAP VALUE PORTFOLIO)
AGREEMENT made this 1st day of May, 2009 by and between METROPOLITAN SERIES
FUND, INC., a Maryland corporation (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 wish to enter into an agreement setting
forth the terms upon which the Manager (or certain other parties acting pursuant
to delegation from the Manager) will perform certain services 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
Administrative 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 Administrative Services to one
or more other parties (each such party, an "Administrator") selected by the
Manager. Any Administrator 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, "Administrative 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 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 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 Administrator
or of any affiliated person (other than a registered investment company) of
the Manager, any Sub-Adviser or any Administrator;
(d) all services, other than services of counsel, required in
connection with the preparation of registration statements and
prospectuses, including amendments and revisions thereto, all annual,
semiannual and periodic reports, and notices and proxy solicitation
material furnished to shareholders of the Fund or regulatory authorities,
to the extent that any such materials relate to the business of the
Portfolio, to the shareholders thereof or otherwise to the Portfolio, the
Portfolio to be treated for these purposes as a separate legal entity and
fund; and
(e) supervision and oversight of the Portfolio Management Services
provided by each Sub-Adviser, and oversight of all matters relating to
compliance by the Fund with applicable laws and with the Fund's investment
policies, restrictions and guidelines, if the Manager has delegated to one
or more Sub-Advisers any or all of its responsibilities hereunder with
respect to the provision of Portfolio Management Services.
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 Administrator
or of any affiliated person (other than a registered investment company) of
the Manager, any Sub-Adviser or any Administrator;
(d) registration, filing and other fees in connection with
requirements or regulatory authorities;
(e) the charges and expenses of any entity appointed by the Fund for
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 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
Administrator 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
Administrator hereunder are not to be deemed exclusive and the Manager and any
Sub-Adviser or Administrator 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 average net
assets and 0.78% on average net assets over $1 billion. 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. If the total of all ordinary business expenses of the Fund as a whole
(including investment advisory fees but excluding taxes and portfolio brokerage
commissions) for any fiscal year exceeds the lowest applicable percentage of
average net assets or income limitations prescribed by any state in which shares
of the Portfolio are qualified for sale, the Manager shall pay such excess.
Solely for purposes of applying such limitations in accordance with the
foregoing sentence, the Portfolio and the Fund shall each be deemed to be a
separate fund subject to such limitations. Should the applicable state
limitation provisions fail to specify how the average net assets of the Fund or
belonging to the Portfolio are to be calculated, that figure shall be calculated
by reference to the average daily net assets of the Fund or the Portfolio, as
the case may be.
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 two years from the date of execution, 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;
(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/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Senior Vice President Senior Vice President
Exhibit 77Q1(e)(ii)
METROPOLITAN SERIES FUND, INC.
AMENDMENT NO. 3
TO THE
SUBADVISORY AGREEMENT
(▇▇▇▇▇ VENTURE VALUE PORTFOLIO)
AMENDMENT made this 24th day of February 2009 to the Subadvisory Agreement
dated May 1, 2003 (the "Agreement"), by and between MetLife Advisers, LLC, a
Delaware limited liability company (the "Manager"), ▇▇▇▇▇ Selected Advisers,
L.P., a Delaware limited partnership (the "Subadviser"), and ▇▇▇▇▇ Selected
Advisers - NY, Inc., a Delaware corporation ("DSA-NY"). 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
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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 0.400%
of the first $50 million of the average daily net assets of the Portfolio,
0.350% of the next $450 million of such assets, 0.300% of such assets in excess
of $500 million. Such compensation shall be payable monthly in arrears or at
such other intervals, not less frequently than quarterly, as the Manager is paid
by the Portfolio pursuant to the Advisory Agreement. 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 May 1, 2009 and the fee reduction will be
retroactive to January 1, 2009.
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
▇▇▇▇▇ SELECTED ADVISERS, L.P.
By: ▇▇▇▇▇ Investments, LLC, Inc., as General
Partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Chief Operating Officer
▇▇▇▇▇ SELECTED ADVISERS - NY, INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇
Title: Vice President
Exhibit 77Q1(e)(iii)
METROPOLITAN SERIES FUND, INC.
SUB-ADVISORY AGREEMENT
(▇▇▇▇▇▇ ▇▇▇▇▇▇ SMALL CAP GROWTH PORTFOLIO)
This Sub-Advisory Agreement (this "Agreement") is entered into as of January 5,
2009 by and between MetLife Advisers, LLC, a Delaware limited liability company
(the "Manager") and ▇▇▇▇▇▇, ▇▇▇▇▇▇ & Company, L.P. a Delaware Limited
partnership (the "Subadviser").
WHEREAS, the Manager has entered into an Advisory Agreement dated May 1,
2001, (the "Advisory Agreement") with METROPOLITAN SERIES FUND, INC. (the
"Fund"), pursuant to which the Manager provides portfolio management and
administrative services to the ▇▇▇▇▇▇ ▇▇▇▇▇▇ Small Cap Growth Portfolio of the
Fund (the "Portfolio");
WHEREAS, the Advisory Agreement provides that the Manager may delegate any
or all of its portfolio management responsibilities under the Advisory Agreement
to one or more subadvisers;
WHEREAS, the Manager desires to retain the Subadviser to render portfolio
management services in the manner and on the terms set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth in this Agreement, the Manager and the Subadviser agree as follows:
1. Sub-Advisory Services.
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a. The Subadviser shall, subject to the supervision of the Manager and
in cooperation with the Manager, as administrator, or with any other
administrator appointed by the Manager (the "Administrator"), manage the
investment and reinvestment of the assets of the Portfolio. The Subadviser
shall invest and reinvest the assets of the Portfolio in conformity with
(1) the investment objective, policies and restrictions of the Portfolio
set forth in the Fund's prospectus and statement of additional information,
as revised or supplemented from time to time, relating to the Portfolio
(the "Prospectus"), (2) any additional policies or guidelines established
by the Manager or by the Fund's Directors that have been furnished in
writing to the Subadviser and (3) the provisions of the Internal Revenue
Code (the "Code") applicable to "regulated investment companies" (as
defined in Section 851 of the Code) and "segregated asset accounts" (as
defined in Section 817 of the Code) including, but not limited to, the
diversification requirements of Section 817(h) of the Code and the
regulations thereunder, all as from time to time in effect (collectively,
the "Policies"), and with all applicable provisions of law, including
without limitation all applicable provisions of the Investment Company Act
of 1940 (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"); provided, however, that the Manager
agrees to inform the Subadviser of any and all applicable state insurance
law restrictions that operate to limit or restrict the investments the
Portfolio might otherwise make ("Insurance Restrictions"), and to inform
the Subadviser promptly of any
changes in such Insurance Restrictions. Subject to the foregoing, the
Subadviser is authorized, in its discretion and without prior consultation
with the Manager, to buy, sell, lend and otherwise trade in any stocks,
bonds and other securities and investment instruments on behalf of the
Portfolio, without regard to the length of time the securities have been
held and the resulting rate of portfolio turnover or any tax
considerations; and the majority or the whole of the Portfolio may be
invested in such proportions of stocks, bonds, other securities or
investment instruments, or cash, as the Subadviser shall determine.
Notwithstanding the foregoing provisions of this Section 1.a, however, the
Subadviser shall, upon written instructions from the Manager, effect such
portfolio transactions for the Portfolio as the Manager shall determine are
necessary in order for the Portfolio to comply with the Policies.
b. The Subadviser shall furnish the Manager and the Administrator
daily, weekly, monthly, quarterly and/or annual reports concerning
portfolio transactions and the investment performance of the Portfolio in
such form as may be mutually agreed upon, and agrees to review the
Portfolio and discuss the management of the Portfolio with representatives
or agents of the Manager, the Administrator or the Fund at their reasonable
request. The Subadviser shall, as part of a complete portfolio compliance
testing program, perform quarterly diversification testing 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. The Subadviser shall also provide the Manager, the
Administrator or the Fund with such other information and reports as may
reasonably be requested by the Manager, the Administrator or the Fund from
time to time, 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. The Subadviser shall furnish the Manager (which may also provide
it to the Fund's Board of Directors) with copies of all material comments
that are directly related to the Portfolio and the services provided under
this Agreement received from the SEC following routine or special SEC
examinations or inspections.
c. The Subadviser shall provide to the Manager a copy of the
Subadviser's Form ADV as filed with the SEC and as amended from time to
time and 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;
d. 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
Manager 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.
e. Unless the Manager gives the Subadviser written instructions to the
contrary, the Subadviser shall use its good faith judgment in a manner
which it reasonably believes best serves the interest of the Portfolio's
shareholders to vote or abstain from voting all proxies solicited by or
with respect to the issuers of securities in which assets of the Portfolio
are invested.
f. As the delegate of the Directors of the Fund, the Subadviser shall
be responsible for providing reasonable and good faith fair valuations for
any securities in the Portfolio for which current market quotations are not
readily available or reliable.
g. The Subadviser shall be responsible for expenses relating to the
printing and mailing of any prospectus supplement, exclusive of annual
updates, required solely as a result of actions taken by the Subadviser,
including but not limited to, portfolio manager changes or disclosure
changes requested by the Subadviser that affect the investment objective,
principal investment strategies, principal investment risks and portfolio
management sections of the prospectus. Application of this provision will
not apply where the above-described changes can be implemented through
annual updates or revisions otherwise required of the Manager but not
prompted solely as a result of actions taken by the Subadviser.
2. Obligations of the Manager.
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a. The Manager shall provide (or cause the Fund's custodian to
provide) information to the Subadviser in a timely manner regarding such
matters as the composition of assets in the Portfolio, cash requirements
and cash available for investment in the Portfolio, and all other
information as may be reasonably necessary for the Subadviser to perform
its responsibilities hereunder.
b. The Manager has furnished the Subadviser a copy of the Prospectus
and agrees during the continuance of this Agreement to furnish the
Subadviser copies of any revisions or supplements thereto at, or, if
practicable, before the time the revisions or supplements become effective.
The Manager agrees to furnish the Subadviser with relevant sections of
minutes of meetings of the Directors of the Fund applicable to the
Portfolio to the extent they may affect the duties of the Subadviser, and
with copies of any financial statements or reports of the Fund with respect
to the Portfolio to its shareholders, and any further materials or
information which the Subadviser may reasonably request to enable it to
perform its functions under this Agreement, including, but not limited to,
timely information relating to any Insurance Restrictions.
c. The Subadviser agrees that all books and records which it maintains
for the Fund are the Fund's property. The Subadviser also agrees upon
request of the Manager or the Fund, promptly to surrender the books and
records to the requester or make the books and records available for
inspection by representatives of regulatory authorities. The Subadviser
shall permit all books and records with respect to the Portfolio to be
inspected and audited by the Manager and the Administrator at all
reasonable times during normal business hours, upon reasonable notice. The
Subadviser further agrees to maintain and preserve the Fund's books and
records in accordance with the Investment Company Act and rules thereunder.
3. Custodian. The assets of the Portfolio shall be maintained in the
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custody of an eligible custodian (the "Custodian") identified in, and in
accordance with the terms and conditions of, a custody agreement (the "Custody
Agreement") (or any sub-custodian properly appointed as provided in the Custody
Agreement). The Subadviser shall provide timely instructions directly to the
Custodian, in the manner and form as required by the Custody Agreement
(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.
4. Expenses. Except for expenses specifically assumed or agreed to be paid
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by the Subadviser pursuant hereto, the Subadviser shall not be liable for any
expenses of the Manager or the Fund including, without limitation, (a) interest
and taxes, (b) brokerage commissions and other costs in connection with the
purchase or sale of securities or other investment instruments with respect to
the Portfolio, and (c) custodian fees and expenses. The Subadviser will pay its
own expenses incurred in furnishing the services to be provided by it pursuant
to this Agreement.
5. Purchase and Sale of Assets. Absent instructions from the Manager to the
---------------------------
contrary, the Subadviser shall place all orders for the purchase and sale of
securities for the Portfolio with brokers or dealers selected by the Subadviser,
which may include brokers or dealers affiliated with the Subadviser, provided
such orders comply with Rule 17e-1 (or any successor or other relevant
regulations) under the 1940 Act in all respects. To the extent consistent with
applicable law and then current SEC positions, purchase or sell orders for the
Portfolio may be aggregated with contemporaneous purchase or sell orders of
other clients of the Subadviser. The Subadviser shall use its best efforts to
obtain execution of transactions for the Portfolio at prices which are
advantageous to the Portfolio and at commission rates that are reasonable in
relation to the benefits received. However, the Subadviser may, in accordance
with applicable law and the current SEC positions, select brokers or dealers on
the basis that they provide brokerage, research or other services or products to
the Portfolio and/or other accounts serviced by the Subadviser. Not all such
services or products need to be used by the Subadviser in managing the
Portfolio.
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 0.55% of
the first $100 million of the Portfolio's average net assets 0.50% of the next
$100 million of the Portfolio's average net asset and 0.40% of the next $300
million of the Portfolio's average net assets and 0.45% on assets over $500
million. Average daily net assets will include cash and all payables and
receivables including accrued income and accrued expenses.
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 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.
7. Non-Exclusivity. The Manager agrees that the services of the Subadviser
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are not to be deemed exclusive and that the Subadviser and its affiliates are
free to act as investment manager and provide other services to various
investment companies and other managed accounts, except as the Subadviser and
the Manager or the Administrator may otherwise agree from time to time in
writing before or after the date hereof. This Agreement shall not in any way
limit or restrict the Subadviser or any of its directors, officers, employees or
agents from buying, selling or trading any securities or other investment
instruments for its or their own account or
for the account of others for whom it or they may be acting, provided that such
activities do not adversely affect or otherwise impair the performance by the
Subadviser of its duties and obligations under this Agreement. The Manager
recognizes and agrees that the Subadviser may provide advice to or take action
with respect to other clients, which advice or action, including the timing and
nature of such action, may differ from or be identical to advice given or action
taken with respect to the Portfolio. The Subadviser shall for all purposes
hereof be deemed to be an independent contractor and shall, unless otherwise
provided or authorized, have no authority to act for or represent the Fund or
the Manager in any way or otherwise be deemed an agent of the Fund or the
Manager. Notwithstanding the forgoing, 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 the express
agreement and consent of the Manager and/or the Fund's 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
Manager's and the Fund's agent and attorney-in-fact.
8. Liability. Except as may otherwise be provided by the 1940 Act or other
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federal securities laws, neither the Subadviser nor any of its officers,
directors, employees or agents shall be subject to any liability to the Manager,
the Fund, the Portfolio or any shareholder of the Portfolio for any loss arising
from any claim or demand based upon any error of judgment, or any loss arising
out of any investment or other act or omission in the course of, connected with,
or arising out of any service to be rendered under this Agreement, except by
reason of willful misfeasance, bad faith or gross negligence in the performance
of the Subadviser's duties or by reason of reckless disregard by the Subadviser
of its obligations and duties. The Manager acknowledges and agrees that the
Subadviser makes no representation or warranty, express or implied, that any
level of performance or investment results will be achieved by the Portfolio or
that the Portfolio will perform comparably with any standard or index, including
other clients of the Subadviser, whether public or private.
9. Effective Date and Termination. This Agreement shall become effective as
------------------------------
of the date of its execution, and
a. unless otherwise terminated, this Agreement shall continue in
effect for two years from the date of execution, and from year to year
thereafter so long as such continuance is specifically approved at least
annually (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, the Manager or the Subadviser, 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 Subadviser 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 or upon the termination of the Advisory Agreement;
d. this Agreement may be terminated by the Subadviser on sixty days'
written notice to the Manager and the Fund, or, if approved by the Board of
Directors of the Fund, by the Manager on sixty days' written notice to the
Subadviser; and
Termination of this Agreement pursuant to this Section 9 shall be without
the payment of any penalty.
10. Amendment. This Agreement may be amended at any time by mutual consent
---------
of the Manager and the Subadviser, provided that, if required by law ( as may be
modified by any exemptions received of the Manager), such amendment shall also
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, the Manager or the Subadviser, cast in person at
a meeting called for the purpose of voting on such approval.
11. Certain Definitions. 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 SEC under the 1940 Act.
12. General.
-------
a. The Subadviser may perform its services through any employee,
officer or agent of the Subadviser, and the Manager shall not be entitled
to the advice, recommendation or judgment of any specific person; provided,
however, that the persons identified in the prospectus of the Portfolio
shall perform the portfolio management duties described therein until the
Subadviser notifies the Manager that one or more other employees, officers
or agents of the Subadviser, identified in such notice, shall assume such
duties as of a specific date.
b. If any term or provision of this Agreement or the application
thereof to any person or circumstances is held to be invalid or
unenforceable to any extent, the remainder of this Agreement or the
application of such provision to other persons or circumstances shall not
be affected thereby and shall be enforced to the fullest extent permitted
by law.
c. This Agreement shall be governed by and interpreted in accordance
with the laws of the Commonwealth of Massachusetts.
13. Use of Name.
-----------
It is understood that the phrase "▇▇▇▇▇▇ ▇▇▇▇▇▇" and any logos
associated with that name are the valuable property of the Subadviser, and
that the Fund has the right to include such phrases as a part of the names
of its series or for any other purpose only so long as this Agreement shall
continue. Upon termination of this Agreement the Fund shall forthwith cease
to use such phrases and logos.
METLIFE ADVISERS, LLC
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Senior Vice President
▇▇▇▇▇▇, ▇▇▇▇▇▇ & COMPANY, L.P.
By its General Partner, ▇▇▇▇▇▇,
▇▇▇▇▇▇ & Company, Incorporated.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Executive Vice President
General Counsel
Exhibit 77Q1(e)(iv)
METROPOLITAN SERIES FUND, INC.
SUB-ADVISORY AGREEMENT
(MET/ARTISAN MID CAP VALUE PORTFOLIO)
This Sub-Advisory Agreement (this "Agreement") is entered into as of May 1,
2009 by and between MetLife Advisers, LLC, a Delaware limited liability company
(the "Manager") and Artisan Partners Limited Partnership, a Delaware limited
partnership (the "Subadviser").
WHEREAS, the Manager has entered into an Amended and Restated Advisory
Agreement dated May 1, 2009 (the "Advisory Agreement") with METROPOLITAN SERIES
FUND, INC. (the "Fund"), pursuant to which the Manager provides portfolio
management and administrative services to the Met/Artisan Mid Cap Value
Portfolio (formerly, the ▇▇▇▇▇▇ Oakmark Focused Value Portfolio) of the Fund
(the "Portfolio");
WHEREAS, the Advisory Agreement provides that the Manager may delegate any
or all of its portfolio management responsibilities under the Advisory Agreement
to one or more subadvisers;
WHEREAS, the Manager desires to retain the Subadviser to render portfolio
management services in the manner and on the terms set forth in this Agreement.
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 Manager;
NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth in this Agreement, the Manager and the Subadviser agree as follows:
1. Sub-Advisory Services.
---------------------
a. The Subadviser shall, subject to the supervision of the Manager and
in cooperation with the Manager, as administrator, or with any other
administrator appointed by the Manager (the "Administrator"), manage the
investment and reinvestment of the assets of the Portfolio. The Subadviser
shall invest and reinvest the assets of the Portfolio in conformity with
(1) the investment objective, policies and restrictions of the Portfolio
set forth in the Fund's prospectus and statement of additional information,
as revised or supplemented from time to time, relating to the Portfolio
(the "Prospectus"), (2) any additional policies or guidelines established
by the Manager or by the Fund's Directors that have been furnished in
writing to the Subadviser and (3) the provisions of the Internal Revenue
Code (the "Code") applicable to "regulated investment companies" (as
defined in Section 851 of the Code) and "segregated asset accounts" (as
defined in Section 817 of the Code) including, but not limited to, the
diversification requirements of Section 817(h) of the Code and the
regulations thereunder, all as from time to time in effect (collectively,
the "Policies"), and with all applicable provisions of law, including
without limitation all applicable provisions of the Investment Company Act
of
1940 (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"); provided, however, that the Manager
agrees to inform the Subadviser of any and all applicable state insurance
law restrictions that operate to limit or restrict the investments the
Portfolio might otherwise make ("Insurance Restrictions"), and to inform
the Subadviser promptly of any changes in such Insurance Restrictions.
Subject to the foregoing, the Subadviser is authorized, in its discretion
and without prior consultation with the Manager, to buy, sell, lend and
otherwise trade in any stocks, bonds and other securities and investment
instruments on behalf of the Portfolio, without regard to the length of
time the securities have been held and the resulting rate of portfolio
turnover or any tax considerations; and the majority or the whole of the
Portfolio may be invested in such proportions of stocks, bonds, other
securities or investment instruments, or cash, as the Subadviser shall
determine. Notwithstanding the foregoing provisions of this Section 1.a,
however, the Subadviser shall, upon written instructions from the Manager,
effect such portfolio transactions for the Portfolio as the Manager shall
determine are necessary in order for the Portfolio to comply with the
Policies.
b. The Subadviser shall furnish the Manager and the Administrator
daily, weekly, monthly, quarterly and/or annual reports concerning
portfolio transactions and the investment performance of the Portfolio in
such form as may be mutually agreed upon, and agrees to review the
Portfolio and discuss the management of the Portfolio with representatives
or agents of the Manager, the Administrator or the Fund at their reasonable
request. The Subadviser shall, as part of a complete portfolio compliance
testing program (and based upon the information regarding the Portfolio in
its possession), perform quarterly diversification testing under Section
817 (h) of the Code with respect to the Portfolio. 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. The Subadviser shall also provide the
Manager, the Administrator or the Fund with such other information and
reports as may reasonably be requested by the Manager, the Administrator or
the Fund from time to time, 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. The Subadviser shall furnish the Manager
(which may also provide it to the Fund's Board of Directors) with copies of
all material comments that are directly related to the Portfolio and the
services provided under this Agreement received from the SEC following
routine or special SEC examinations or inspections.
c. The Subadviser shall provide to the Manager a copy of the
Subadviser's Form ADV as filed with the SEC and as amended from time to
time and 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. The Subadviser represents that it will notify the Manager
of any change in the membership of the Subadviser within a reasonable time
after any such change; delivery of the Subadviser's Disclosure Statement
consisting of Part II of the Subadviser's Form ADV shall be deemed to
satisfy such notice requirement.
d. 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 its Rules
by the Subadviser and its supervised persons. Further, the Subadviser
reviews, at least annually, its written policies and procedures and the
effectiveness of their implementation.
e. The Subadviser shall:
i) Comply with the Manager's written compliance policies and
procedures pursuant to Rule 38a-1;
ii) Provide copies of their annual compliance review report (or a
summary of the process and findings) and copies of any third-party
compliance audits;
iii) Notify the Manager promptly of any contact from the SEC or
other regulators or Self Regulatory Organization ("SRO") with respect
to the Portfolio and the services provided pursuant to this Agreement
(such as an examination, inquiry, investigation, institution of a
proceeding, etc.); and
iv) Notify the Manager promptly of any material compliance
matters (as defined in Rule 38a-1 under the 1940 Act) and actions
taken in response.
f. 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
Manager 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.
g. Unless the Manager gives the Subadviser written instructions to the
contrary, the Subadviser shall use its good faith judgment in a manner
which it reasonably believes best serves the interest of the Portfolio's
shareholders to vote or abstain from voting all proxies solicited by or
with respect to the issuers of securities in which assets of the Portfolio
are invested.
h. Upon the request of the Manager or the Portfolio's pricing agent,
the Subadviser shall provide reasonable and good faith fair valuations for
any securities in the Portfolio for which the Portfolio's pricing agent has
determined current market quotations are not readily available or reliable.
In connection with the provision of such securities valuations, the
Subadviser shall further provide information concerning the basis upon
which the Subadviser's valuation determination was made as may be
reasonably requested by the Manager, and all such information shall be
provided in a format reasonably acceptable to the Manager. Except as set
forth herein, the Subadviser shall not be responsible for determining
valuations for the securities and/or other assets of the Portfolio.
i. The Subadviser shall be responsible for expenses relating to the
preparation, filing and mailing of any prospectus supplement or other
required regulatory filings or mailings, exclusive of annual updates,
required as a result of actions taken by the Subadviser.
2. Obligations of the Manager.
-------------------------
a. The Manager shall provide (or cause the Fund's custodian to
provide) information to the Subadviser in a timely manner regarding such
matters as the composition of assets in the Portfolio, cash requirements
and cash available for investment in the Portfolio, and all other
information as may be reasonably necessary for the Subadviser to perform
its responsibilities hereunder, including, but not limited to, the
Manager's compliance policies and procedures.
b. The Manager has furnished the Subadviser a copy of the Prospectus
and agrees during the continuance of this Agreement to furnish the
Subadviser copies of any revisions or supplements thereto at, or, if
practicable, before the time the revisions or supplements become effective.
The Manager agrees to furnish the Subadviser with relevant sections of
minutes of meetings of the Directors of the Fund applicable to the
Portfolio to the extent they may affect the duties of the Subadviser, and
with copies of any financial statements or reports of the Fund with respect
to the Portfolio to its shareholders, and any further materials or
information which the Subadviser may reasonably request to enable it to
perform its functions under this Agreement, including, but not limited to,
timely information relating to any Insurance Restrictions and the Manager's
compliance policies and procedures.
c. The Subadviser agrees that all books and records which it maintains
for the Fund are the Fund's property. The Subadviser also agrees upon
request of the Manager or the Fund, promptly to surrender the books and
records to the requester (provided that the Subadviser may retain copies of
such books and records to the extent the Subadviser reasonably believes it
is required to do so to comply with applicable legal or regulatory
requirements) or make the books and records available for inspection by
representatives of regulatory authorities. The Subadviser shall permit all
books and records with respect to the Portfolio to be inspected and audited
by the Manager and the Administrator at all reasonable times during normal
business hours, upon reasonable notice. The Subadviser further agrees to
maintain and preserve the Fund's books and records in accordance with the
Investment Company Act and rules thereunder.
3. Custodian. The assets of the Portfolio shall be maintained in the
---------
custody of an eligible custodian (the "Custodian") identified in, and in
accordance with the terms and conditions of, a custody agreement (the "Custody
Agreement") (or any sub-custodian properly appointed as provided in the Custody
Agreement). The Subadviser shall provide timely instructions directly to the
Custodian, in the manner and form as required by the Custody Agreement
(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.
4. Expenses. Except for expenses specifically assumed or agreed to be paid
by the Subadviser pursuant hereto, the Subadviser shall not be liable for any
expenses of the Manager or the Fund including, without limitation, (a) interest
and taxes, (b) brokerage commissions and other costs in connection with the
purchase or sale of securities or other investment instruments with respect to
the Portfolio, and (c) custodian fees and expenses. The Subadviser will pay its
own expenses incurred in furnishing the services to be provided by it pursuant
to this Agreement.
5. Purchase and Sale of Assets. Absent instructions from the Manager to the
---------------------------
contrary, the Subadviser shall place all orders for the purchase and sale of
securities for the Portfolio with brokers or dealers selected by the Subadviser,
which may include brokers or dealers affiliated with the Subadviser, provided
such orders comply with Rule 17e-1 (or any successor or other relevant
regulations) under the 1940 Act in all respects. To the extent consistent with
applicable law and then current SEC positions, purchase or sell orders for the
Portfolio may be aggregated with contemporaneous purchase or sell orders of
other clients of the Subadviser. The Subadviser shall use its best efforts to
obtain execution of transactions for the Portfolio at prices which are
advantageous to the Portfolio and at commission rates that are reasonable in
relation to the benefits received. However, the Subadviser may, in accordance
with applicable law and then current SEC positions, select brokers or dealers on
the basis that they provide brokerage, research or other services or products to
the Portfolio and/or other accounts serviced by the Subadviser. Not all such
services or products need to be used by the Subadviser in managing the
Portfolio.
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 0.47% of
the first $500 million of the Portfolio's average daily net assets and 0.45% of
the next $500 million of the Portfolio's average daily net assets and 0.43% of
the excess over $1 billion in average daily net 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 of any month or
other 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.
7. Non-Exclusivity. The Manager agrees that the services of the Subadviser
---------------
are not to be deemed exclusive and that the Subadviser and its affiliates are
free to act as investment manager and provide other services to various
investment companies and other managed accounts, except as the Subadviser and
the Manager or the Administrator may otherwise agree from time to time in
writing before or after the date hereof. This Agreement shall not in any way
limit or restrict the Subadviser or any of its directors, officers, employees or
agents from buying, selling or trading any securities or other investment
instruments for its or their own account or for the account of others for whom
it or they may be acting, provided that such activities do not impair the
ability of the Subadviser to perform its duties and obligations under this
Agreement. The Manager recognizes and agrees that the Subadviser may provide
advice to or take action with respect to other clients, which advice or action,
including the timing and nature of such action, may differ from or be identical
to advice given or action taken with respect to the Portfolio. The Subadviser
shall for all purposes hereof be deemed to be an independent contractor and
shall, unless otherwise provided or authorized, have no authority to act for or
represent the Fund or the Manager in any way or otherwise be deemed an agent of
the Fund or the Manager. Notwithstanding the forgoing, 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 the express agreement and consent of the Manager and/or the Fund's
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
Manager's and the Fund's agent and attorney-in-fact. For the avoidance of doubt,
the parties agree that the Subadviser shall not be responsible for advising or
acting on behalf of the Manager, the Fund or the Portfolio with respect to legal
proceedings, including class action lawsuits and bankruptcy proceedings,
involving securities purchased or held in the Portfolio.
8. Liability. Except as may otherwise be provided by the 1940 Act or other
---------
federal securities laws, neither the Subadviser nor any of its officers,
directors, employees or agents shall be subject to any liability to the Manager,
the Fund, the Portfolio or any shareholder of the Portfolio for any loss arising
from any claim or demand based upon any error of judgment, or any loss arising
out of any investment or other act or omission in the course of, connected with,
or arising out of any service to be rendered under this Agreement, except by
reason of willful misfeasance, bad faith or gross negligence in the performance
of the Subadviser's duties or by reason of reckless disregard by the Subadviser
of its obligations and duties. The Manager acknowledges and agrees that the
Subadviser makes no representation or warranty, express or implied, that any
level of performance or investment results will be achieved by the Portfolio or
that the Portfolio will perform comparably with any standard or index, including
other clients of the Subadviser, whether public or private.
9. Effective Date and Termination. This Agreement shall become effective as
------------------------------
of the date of its execution, and
a. unless otherwise terminated, this Agreement shall continue in
effect for two years from the date of execution, and from year to year
thereafter so long as such continuance is specifically approved at least
annually (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, the Manager or the Subadviser, 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 Subadviser 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 or upon the termination of the Advisory Agreement;
d. this Agreement may be terminated by the Subadviser on sixty days'
written notice to the Manager and the Fund, or, if approved by the Board of
Directors of the Fund, by the Manager on sixty days' written notice to the
Subadviser; and
Termination of this Agreement pursuant to this Section 9 shall be without
the payment of any penalty.
10. Amendment. This Agreement may be amended at any time by mutual consent
---------
of the Manager and the Subadviser, provided that, if required by law ( as may be
modified by any exemptions received of the Manager), such amendment shall also
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, the Manager or
the Subadviser, cast in person at a meeting called for the purpose of voting on
such approval.
11. Certain Definitions. 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 SEC under the 1940 Act.
12. General.
-------
a. The Subadviser may perform its services through any employee,
officer or agent of the Subadviser, and the Manager shall not be entitled
to the advice, recommendation or judgment of any specific person; provided,
however, that the persons identified in the prospectus of the Portfolio
shall perform the portfolio management duties described therein until the
Subadviser notifies the Manager that one or more other employees, officers
or agents of the Subadviser, identified in such notice, shall assume such
duties as of a specific date.
b. If any term or provision of this Agreement or the application
thereof to any person or circumstances is held to be invalid or
unenforceable to any extent, the remainder of this Agreement or the
application of such provision to other persons or circumstances shall not
be affected thereby and shall be enforced to the fullest extent permitted
by law.
c. This Agreement shall be governed by and interpreted in accordance
with the laws of the Commonwealth of Massachusetts.
13. Use of Name.
-----------
It is understood and acknowledged by the Manager that the phrase
"Artisan" and any logos associated with that name are the valuable property
of the Subadviser. The Subadviser hereby authorizes the Manager to use the
name "Artisan" in the name of the Portfolio as set forth in the first
recital of this Agreement and further authorizes the Manager to use the
name "Artisan" and logos associated with the name in connection with
marketing materials used by the Manager for the Portfolio. The Manager
agrees that the Fund has the right to include such phrase as a part of the
name of the Portfolio and use the name "Artisan" and associated logos as
described above only so long as this Agreement shall continue. Upon
termination of this Agreement, the Manager and the Fund shall forthwith
cease to use such phrase and logos without further notice or action on the
part of the Subadviser.
[The remainder of this page is intentionally left blank; the next page
is the signature page.]
IN WITNESS WHEREOF, the Manager and the Subadviser have entered into this
Sub-Advisory Agreement as of the date first set forth above.
METLIFE ADVISERS, LLC
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Senior Vice President
ARTISAN PARTNERS LIMITED PARTNERSHIP
By: Artisan Investment Corporation,
its general partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇
Vice President
Exhibit 77Q1(e)(v)
METROPOLITAN SERIES FUND, INC.
SUB-ADVISORY AGREEMENT
(▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ MID CAP VALUE PORTFOLIO)
This Sub-Advisory Agreement (this "Agreement") is entered into as of May 4, 2009
by and between MetLife Advisers, LLC, a Delaware limited liability company (the
"Manager") and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Management LLC, a New York limited liability
company (the "Subadvisor").
WHEREAS, the Manager has entered into an Advisory Agreement dated May 1,
2001, (the "Advisory Agreement") with METROPOLITAN SERIES FUND, INC. (the
"Fund"), pursuant to which the Manager provides portfolio management and
administrative services to the ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Mid Cap Value Portfolio of the
Fund (the "Portfolio");
WHEREAS, the Advisory Agreement provides that the Manager may delegate any
or all of its portfolio management responsibilities under the Advisory Agreement
to one or more subadvisers;
WHEREAS, the Manager desires to retain the Subadviser to render portfolio
management services in the manner and on the terms set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth in this Agreement, the Manager and the Subadviser agree as follows:
1. Sub-Advisory Services.
---------------------
(a) The Subadviser shall, subject to the supervision of the Manager
and in cooperation with the Manager, as administrator, or with any other
administrator appointed by the Manager (the "Administrator"), manage the
investment and reinvestment of the assets of the Portfolio. The Subadviser
shall invest and reinvest the assets of the Portfolio in conformity with
(1) the investment objective, policies and restrictions of the Portfolio
set forth in the Fund's prospectus and statement of additional information,
as revised or supplemented from time to time, relating to the Portfolio
(the "Prospectus"), (2) any additional policies or guidelines established
by the Manager or by the Fund's Directors that have been furnished in
writing to the Subadviser and (3) the provisions of the Internal Revenue
Code (the "Code") applicable to "regulated investment companies" (as
defined in Section 851 of the Code) and "segregated asset accounts" (as
defined in Section 817 of the Code) including, but not limited to, the
diversification requirements of Section 817(h) of the Code and the
regulations thereunder, all as from time to time in effect (collectively,
the "Policies"), and with all applicable provisions of law, including
without limitation all applicable provisions of the Investment Company Act
of 1940 (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"); provided, however, that the Manager
agrees to
inform the Subadviser of any and all applicable state insurance law
restrictions that operate to limit or restrict the investments the
Portfolio might otherwise make ("Insurance Restrictions"), and to inform
the Subadviser promptly of any changes in such Insurance Restrictions.
Subject to the foregoing, the Subadviser is authorized, in its discretion
and without prior consultation with the Manager, to buy, sell, lend and
otherwise trade in any stocks, bonds and other securities and investment
instruments on behalf of the Portfolio, without regard to the length of
time the securities have been held and the resulting rate of portfolio
turnover or any tax considerations; and the majority or the whole of the
Portfolio may be invested in such proportions of stocks, bonds, other
securities or investment instruments, or cash, as the Subadviser shall
determine. Notwithstanding the foregoing provisions of this Section 1.a,
however, the Subadviser shall, upon written instructions from the Manager,
effect such portfolio transactions for the Portfolio as the Manager shall
determine are necessary in order for the Portfolio to comply with the
Policies.
(b) The Subadviser shall furnish the Manager and the Administrator
daily, weekly, monthly, quarterly and/or annual reports concerning
portfolio transactions and the investment performance of the Portfolio in
such form as may be mutually agreed upon, and agrees to review the
Portfolio and discuss the management of the Portfolio with representatives
or agents of the Manager, the Administrator or the Fund at their reasonable
request. The Subadviser shall, as part of a complete portfolio compliance
testing program, perform quarterly diversification testing 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. The Subadviser shall also provide the Manager, the
Administrator or the Fund with such other information and reports as may
reasonably be requested by the Manager, the Administrator or the Fund from
time to time, 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.
(c) The Subadviser shall provide to the Manager a copy of the
Subadviser's Form ADV as filed with the SEC and as amended from time to
time and 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;
(d) 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
Manager 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.
(e) Unless the Manager gives the Subadviser written instructions to
the contrary, the Subadviser shall use its good faith judgment in a manner
which it reasonably believes best serves the interest of the Portfolio's
shareholders to vote or abstain from voting all proxies solicited by or
with respect to the issuers of securities in which assets of the Portfolio
are invested.
(f) As the delegate of the Directors of the Fund, the Subadviser shall
provide Manager with information providing the basis for reasonable and
good faith fair valuations for any securities in the Portfolio for which
the Subadviser deems current market quotations are either not readily
available or not reliable. Subadviser will also provide fair valuation
information in response to the reasonable inquiry of the Manager or
Manager's delegate.
(g) The Subadviser shall be responsible for expenses relating to the
printing and mailing of any prospectus supplement, exclusive of annual
updates, required solely as a result of actions taken by the Subadviser,
including but not limited to, portfolio manager changes or disclosure
changes requested by the Subadviser that affect the investment objective,
principal investment strategies, principal investment risks and portfolio
management sections of the prospectus. Application of this provision will
not apply where the above-described changes can be implemented through
annual updates or revisions otherwise required of the Manager but not
prompted solely as a result of actions taken by the Subadviser.
2. Obligations of the Manager.
--------------------------
(a) The Manager shall provide (or cause the Fund's custodian to
provide) information to the Subadviser in a timely manner regarding such
matters as the composition of assets in the Portfolio, cash requirements
and cash available for investment in the Portfolio, and all other
information as may be reasonably necessary for the Subadviser to perform
its responsibilities hereunder.
(b) The Manager has furnished the Subadviser a copy of the Prospectus
and agrees during the continuance of this Agreement to furnish the
Subadviser copies of any revisions or supplements thereto at, or, if
practicable, before the time the revisions or supplements become effective.
The Manager agrees to furnish the Subadviser with relevant sections of
minutes of meetings of the Directors of the Fund applicable to the
Portfolio to the extent they may affect the duties of the Subadviser, and
with copies of any financial statements or reports of the Fund with respect
to the Portfolio to its shareholders, and any further materials or
information which the Subadviser may reasonably request to enable it to
perform its functions under this Agreement, including, but not limited to,
timely information relating to any Insurance Restrictions.
(c) The Subadviser agrees that all books and records which it
maintains for the Fund are the Fund's property. The Subadviser also agrees
upon request of the Manager or the Fund, promptly to surrender the books
and records to the requester or make the books and records available for
inspection by representatives of regulatory authorities. The Subadviser
shall permit all books and records with respect to the Portfolio to be
inspected and audited by the Manager and the Administrator at all
reasonable times during normal business hours, upon reasonable notice. The
Subadviser further agrees to maintain and preserve the Fund's books and
records in accordance with the Investment Company Act and rules thereunder.
3. Custodian. The assets of the Portfolio shall be maintained in the
---------
custody of an eligible custodian (the "Custodian") identified in, and in
accordance with the terms and conditions of, a custody agreement (the "Custody
Agreement") (or any sub-custodian properly appointed as provided in the Custody
Agreement). The Subadviser shall provide timely instructions directly to the
Custodian, in the manner and form as required by the Custody Agreement
(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.
4. Expenses. Except for expenses specifically assumed or agreed to be paid
--------
by the Subadviser pursuant hereto, the Subadviser shall not be liable for any
expenses of the Manager or the Fund including, without limitation, (a) interest
and taxes, (b) brokerage commissions and other costs in connection with the
purchase or sale of securities or other investment instruments with respect to
the Portfolio, and (c) custodian fees and expenses. The Subadviser will pay its
own expenses incurred in furnishing the services to be provided by it pursuant
to this Agreement.
5. Purchase and Sale of Assets. Absent instructions from the Manager to the
---------------------------
contrary, the Subadviser shall place all orders for the purchase and sale of
securities for the Portfolio with brokers or dealers selected by the Subadviser,
which may include brokers or dealers affiliated with the Subadviser, provided
such orders comply with Rule 17e-1 (or any successor or other relevant
regulations) under the 1940 Act in all respects. To the extent consistent with
applicable law and then current SEC positions, purchase or sell orders for the
Portfolio may be aggregated with contemporaneous purchase or sell orders of
other clients of the Subadviser. The Subadviser shall use its best efforts to
obtain execution of transactions for the Portfolio at prices which are
advantageous to the Portfolio and at commission rates that are reasonable in
relation to the benefits received. However, the Subadviser may, in accordance
with applicable law and the current SEC positions, select brokers or dealers on
the basis that they provide brokerage, research or other services or products to
the Portfolio and/or other accounts serviced by the Subadviser. Not all such
services or products need to be used by the Subadviser in managing the
Portfolio.
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%
for the first $1 billion of the Portfolio's average net assets and 0.35% over $1
billion of the Portfolio's average net assets. Average daily net assets will
include cash and all payables and receivables including accrued income and
accrued expenses.
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 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.
7. Non-Exclusivity. The Manager agrees that the services of the Subadviser
---------------
are not to be deemed exclusive and that the Subadviser and its affiliates are
free to act as investment manager and provide other services to various
investment companies and other managed accounts, except as the Subadviser and
the Manager or the Administrator may otherwise agree from time to time in
writing before or after the date hereof. This Agreement shall not in any way
limit or restrict the Subadviser or any of its directors, officers, employees or
agents from buying, selling or trading any securities or other investment
instruments for its or their own account or for the account of others for whom
it or they may be acting, provided that such activities do not adversely affect
or otherwise impair the performance by the Subadviser of its duties and
obligations under this Agreement. The Manager recognizes and agrees that the
Subadviser may provide advice to or take action with respect to other clients,
which advice or action, including the timing and nature of such action, may
differ from or be identical to advice given or action taken with respect to the
Portfolio. The Subadviser shall for all purposes hereof be deemed to be an
independent contractor and shall, unless otherwise provided or authorized, have
no authority to act for or represent the Fund or the Manager in any way or
otherwise be deemed an agent of the Fund or the Manager. Notwithstanding the
forgoing, 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 the express agreement and consent of the
Manager and/or the Fund's 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 Manager's and the Fund's agent
and attorney-in-fact.
8. Liability. Except as may otherwise be provided by the 1940 Act or other
---------
federal securities laws, neither the Subadviser nor any of its officers,
directors, employees or agents shall be subject to any liability to the Manager,
the Fund, the Portfolio or any shareholder of the Portfolio for any loss arising
from any claim or demand based upon any error of judgment, or any loss arising
out of any investment or other act or omission in the course of, connected with,
or arising out of any service to be rendered under this Agreement, except by
reason of willful misfeasance, bad faith or gross negligence in the performance
of the Subadviser's duties or by reason of reckless disregard by the Subadviser
of its obligations and duties. The Manager acknowledges and agrees that the
Subadviser makes no representation or warranty, express or implied, that any
level of performance or investment results will be achieved by the Portfolio or
that the Portfolio will perform comparably with any standard or index, including
other clients of the Subadviser, whether public or private.
9. Indemnification. The Manager agrees to indemnify and hold harmless the
---------------
Subadviser, its officers and directors, and any person who "controls" the
Subadviser, within the meaning of Section 15 of the Securities Act of 1933, as
amended (the "1933 Act"), from and against any and all direct or indirect
liabilities, losses or damages (including reasonable attorneys' fees) suffered
by Subadviser resulting from (i) the Manager's breach of any provision of this
Agreement, (ii) willful misfeasance, bad faith, reckless disregard or gross
negligence on the part of the Advisor or any of its officers, directors or
employees in the performance of the Manager's duties and obligations under
this Agreement or (iii) any untrue statement or alleged untrue statement of a
material fact contained in the Prospectus and Statement of Additional
Information, as amended or supplemented from time to time or promotional
materials pertaining or relating to the Fund or any amendment thereof or any
supplement thereto or the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statement
therein not misleading, if such a statement or omission was made by the Fund
other than in reliance upon written information furnished by the Subadviser or
any affiliated person of the Subadviser, expressly for use in the Fund's
registration statement or other than upon verbal information confirmed by the
Subadviser in writing expressly for use in the Fund's registration statement.
In no case shall the Manager's indemnity in favor of the Subadviser or any
affiliated person or controlling person of the Subadviser, or any other
provision of this Agreement, be deemed to protect such person against any
liability to which any such person would otherwise be subject by reason of
willful misfeasance, bad faith or gross negligence in the performance of its
duties or by reason of its reckless disregard of its obligations and duties
under this Agreement.
The Subadviser agrees to indemnify and hold harmless the Manager, its
officers and directors, and any person who "controls" the Manager, within the
meaning of Section 15 of the 1933 Act, from and against any and all direct or
indirect liabilities, losses or damages (including reasonable attorneys' fees)
suffered by Manager resulting from (i) the Subadviser's breach of its duties
under this Agreement, (ii) willful misfeasance, bad faith, reckless disregard or
gross negligence on the part of the Subadviser or any of its officers, directors
or employees in the performance of the Subadviser's duties and obligations under
this Agreement or (iii) any untrue statement or alleged untrue statement of a
material fact contained in the Prospectus or Statement of Additional
Information, as amended or supplemented from time to time relating to the Series
or any amendment thereof or any supplement thereto or the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statement therein not misleading, if such a statement or
omission was made in reliance upon written information furnished by the
Subadviser to the Manager, the Fund or any affiliated person of the Manager or
the Fund expressly for use in the Fund's registration statement, or upon verbal
information confirmed by the Subadviser in writing expressly for use in the
Fund's registration statement; or (iv) to the extent of, and as a result of, the
failure of the Subadviser to execute, or cause to be executed, portfolio
transactions with respect to the Assets of the Fund according to the standards
and requirements of the 1934 Act, the 1940 Act and the Advisers Act.
In no case shall the Subadviser's indemnity in favor of the Manager or any
affiliated person or controlling person of the Manager, or any other provision
of this Agreement, be deemed to protect such person against any liability to
which any such person would otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence in the performance of its duties or
by reason of its reckless disregard of its obligations and duties under this
Agreement.
10. Effective Date and Termination. This Agreement shall become effective
------------------------------
as of the date of its execution, and
(a) unless otherwise terminated, this Agreement shall continue in effect
for two years from the date of execution, and from year to year thereafter so
long as such continuance is specifically approved at least annually (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, the Manager or
the Subadviser, 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 Subadviser 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 or upon the termination of the Advisory Agreement;
(d) this Agreement may be terminated by the Subadviser on sixty days'
written notice to the Manager and the Fund, or, if approved by the Board of
Directors of the Fund, by the Manager on sixty days' written notice to the
Subadviser; and
Termination of this Agreement pursuant to this Section 9 shall be without
the payment of any penalty.
11. Amendment. This Agreement may be amended at any time by mutual consent
---------
of the Manager and the Subadviser, provided that, if required by law (as may be
modified by any exemptions received of the Manager), such amendment shall also
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, the Manager or the Subadviser, cast in person at
a meeting called for the purpose of voting on such approval.
12. Certain Definitions. 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 SEC under the 1940 Act.
13. General.
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(a) The Subadviser may perform its services through any employee, officer
or agent of the Subadviser, and the Manager shall not be entitled to the advice,
recommendation or judgment of any specific person; provided, however, that the
persons identified in the prospectus of the Portfolio shall perform the
portfolio management duties described therein until the Subadviser notifies the
Manager that one or more other employees, officers or agents of the Subadviser,
identified in such notice, shall assume such duties as of a specific date.
(b) If any term or provision of this Agreement or the application thereof
to any person or circumstances is held to be invalid or unenforceable to any
extent, the remainder of this Agreement or the application of such provision to
other persons or circumstances shall not be affected thereby and shall be
enforced to the fullest extent permitted by law.
(c) This Agreement shall be governed by and interpreted in accordance with
the laws of the Commonwealth of Massachusetts.
14. Use of Name.
-----------
It is understood that the phrase "▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇" and any logos
associated with that name are the valuable property of the Subadviser. The
Fund or Manager shall furnish, or shall cause to be furnished, to the
Subadviser or its designee, each piece of sales literature or other
promotional material in which the Subadviser is named, at least ten (10)
business days prior to its use. The Subadviser shall be permitted to review
and approve the material in written or electronic form prior to such
printing, with such approval not to be unreasonably withheld. Upon
termination of this Agreement, the Fund shall forthwith cease to use such
phrases and logos.
15. Confidentiality
---------------
Subject to the duty of the Manager or Subadviser to comply with
applicable law, including any demand of any regulatory or taxing authority
having jurisdiction, the parties hereto shall treat as confidential all
information pertaining to the Fund and the actions of the Subadviser and
the Fund in respect thereof. It is understood that any information or
recommendation supplied by the Subadviser in connection with the
performance of its obligations hereunder is to be regarded as confidential
and for use only by the Manager, the Fund or such persons as the Manager
may designate in connection with the Fund.
METLIFE ADVISERS, LLC ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ MANAGEMENT LLC
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
----------------------------------- -----------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇
Chief Financial Officer & President
Treasurer