EXHIBIT 5(h)
NEUBERGER&BERMAN PARTNERS MID CAP VALUE PORTFOLIO
SUB-INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made this 30th day of October, 1998, among Metropolitan Series
Fund, Inc., a Maryland corporation (the "Fund"), Metropolitan Life Insurance
Company (the "Investment Manager"), a New York corporation, and Neuberger&Berman
Management Incorporated, a New York corporation (the "Sub-Investment Manager");
W I T N E S S E T H :
WHEREAS, the Fund is engaged in business as a diversified open-end
management investment company and is registered as such under the Investment
Company Act of 1940 (the "Investment Company Act");
WHEREAS, the Fund, a series type of investment company, issues separate
classes (or series) of stock, each of which represents a separate portfolio of
investments;
WHEREAS, the Fund is currently comprised of various portfolios, each of
which pursues its investment objectives through separate investment policies,
and the Fund may add or delete portfolios from time to time;
WHEREAS, the Investment Manager is a life insurance company and is
registered as an investment adviser under the Investment Advisers Act of 1940
(the "Advisers Act");
WHEREAS, the Sub-Investment Manager is engaged principally in the business
of rendering advisory and management services and is registered as an investment
adviser under the Advisers Act; and
WHEREAS, the Fund has employed the Investment Manager to act as investment
manager of the Neuberger&Berman Partners Mid Cap Value Portfolio as set forth in
the Neuberger&Berman Partners Mid Cap Value Portfolio Investment Management
Agreement
dated October 30, 1998 between the Fund and the Investment Manager (the
"Neuberger&Berman Partners Mid Cap Value Portfolio Investment Management
Agreement"); and the Fund and the Investment Manager desire to enter into a
separate sub-investment management agreement with respect to the
Neuberger&Berman Partners Mid Cap Value Portfolio of the Fund with the Sub-
Investment Manager;
NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained, the Fund, the Investment Manager and the Sub-Investment
Manager hereby agree as follows:
ARTICLE 1
DUTIES OF THE SUB-INVESTMENT MANAGER
Subject to the supervision and approval of the Investment Manager and the
Fund's Board of Directors, the Sub-Investment Manager will manage the investment
and reinvestment of the assets of the Fund's Neuberger&Berman Partners Mid Cap
Value Portfolio (the "Portfolio") for the period and on the terms and conditions
set forth in this Agreement. In acting as Sub-Investment Manager to the Fund
with respect to the Portfolio, the Sub-Investment Manager shall determine which
securities shall be purchased, sold or exchanged and what portion of the assets
of the Portfolio shall be held in the various securities or other assets in
which it may invest, subject always to any restrictions of the Fund's Articles
of Incorporation and By-Laws, as amended or supplemented from time to time, the
provisions of applicable laws and regulations including the Investment Company
Act, and the statements relating to the Portfolio's investment objectives,
policies and restrictions as the same are set forth in the prospectus and
statement of
2
additional information of the Fund then currently effective under the Securities
Act of 1933 (the "Prospectus") and provided to the Sub-Investment Manager in
writing. Should the Board of Directors of the Fund or the Investment Manager at
any time, however, make any definite determination as to investment policy and
notify in writing the Sub-Investment Manager thereof, the Sub-Investment Manager
shall be bound by such determination for the period, if any, specified in such
notice or until similarly notified in writing that such determination has been
revoked. The Sub-Investment Manager shall not be liable to the Fund, the
Portfolio or the Investment Manager, or any shareholder of the Fund, and the
Investment Manager shall indemnify and hold harmless the Sub-Investment Manager
for any losses, claims, damages, liabilities or litigation (including reasonable
attorneys fees and expenses) sustained in connection with adherence to such
determination.
The Sub-Investment Manager shall take, on behalf of the Fund, all actions
which it deems necessary and appropriate to implement the investment policies of
the Portfolio, determined as provided above, and in particular to open accounts
and to place all orders for the purchase or sale of portfolio securities for the
Portfolio with brokers or dealers selected by it.
In connection with the selection of such brokers or dealers and the
placing of such orders, the Sub-Investment Manager is directed at all times to
follow the policies of the Fund set forth in the Prospectus. Nothing herein
shall preclude the "bunching" of orders for the sale or purchase of portfolio
securities with any other accounts managed by the Sub-Investment Manager. The
Sub-Investment Manager shall not favor any account over any other and any
purchase or sale orders executed contemporaneously shall be allocated in a
manner it deems
3
equitable among the accounts involved and at a price which is approximately
averaged.
With respect to brokerage and subject to the policies set forth above and
in the Prospectus, the Sub-Investment Manager may cause the Portfolio to pay a
broker a commission for executing a portfolio transaction in excess of the
commission another broker would have charged for effecting the same transaction
if the difference is reasonably justified by other aspects of portfolio
execution or research services offered. Subject to such policies as the Board
of Directors of the Fund may determine, the Sub-Investment Manager shall not be
deemed to have acted unlawfully or to have breached a duty solely by reason of
its having caused the Portfolio to pay a broker-dealer that provides research
services to the Sub-Investment Manager an amount of commission for effecting a
portfolio transaction in excess of the amount of commission another broker-
dealer would have charged for effecting that transaction, if the Sub-Investment
Manager determines in good faith that such amount of commission was reasonable
in relation to the value of the research or brokerage services provided by such
broker, viewed in terms of either that particular transaction or the Sub-
Investment Manager's ongoing responsibilities with respect to the Portfolio.
The Investment Manager, Sub-Investment Manager and the Fund further agree that
the Sub-Investment Manager is authorized to employ an affiliated broker-dealer
as the Portfolio's principal broker.
In connection with these services the Sub-Investment Manager will provide
investment research as to the Portfolio's investments and conduct a continuous
program of evaluation of its assets. The Sub-Investment Manager will have the
responsibility to monitor the investments of the Portfolio to the extent
necessary for the Sub-Investment Manager to manage the Portfolio in a
4
manner that is consistent with the investment objective and policies of the
Portfolio set forth in the Prospectus, as from time to time amended, and
consistent with applicable law, including, but not limited to, the Investment
Company Act and the rules and regulations thereunder and the applicable
provisions of the Internal Revenue Code and the rules and regulations thereunder
(including, without limitation, subchapter M of the Code and the investment
diversification aspects of Section 817(h) of the Code).
The Sub-Investment Manager will furnish the Investment Manager and the Fund
such statistical information, including prices of securities in situations where
a fair valuation determination is required or when a security cannot be priced
by the Fund's accountants, with respect to the investments it makes for the
Portfolio as the Investment Manager and the Fund may reasonably request. On its
own initiative, the Sub-Investment Manager will apprise the Investment Manager
and the Fund of important developments materially affecting the Portfolio,
including but not limited to any change in the personnel of the Sub-Investment
Manager responsible for the day to day investment decisions made by the Sub-
Investment Manager for the Portfolio and any material legal proceedings against
the Sub-Investment Manager by the Securities and Exchange Commission relating to
violations of the federal securities laws by the Sub-Investment Manager, and
will furnish the Investment Manager and the Fund from time to time with similar
material information that is believed appropriate for this purpose. In addition,
the Sub-Investment Manager will furnish the Investment Manager and the Fund's
Board of Directors such periodic and special reports as either of them may
reasonably request.
5
The Sub-Investment Manager will exercise its best judgment in rendering
the services provided for in this Article 1, and the Fund and the Investment
Manager agree, as an inducement to the Sub-Investment Manager's undertaking so
to do, that the Sub-Investment Manager will not be liable under this Agreement
for any mistake of judgment or in any other event whatsoever, except as
hereinafter provided. The Sub-Investment Manager shall for all purposes herein
be deemed to be an independent contractor and shall, unless otherwise provided
or authorized, have no authority to act for or represent the Fund or the
Investment Manager in any way or otherwise be deemed an agent of the Fund or the
Investment Manager other than in furtherance of its duties and responsibilities
as set forth in this Agreement.
ARTICLE 2
SUB-INVESTMENT MANAGEMENT FEE
The payment of advisory fees and the allocation of charges and expenses
between the Fund and the Investment Manager with respect to the Portfolio are
set forth in the Neuberger&Berman Partners Mid Cap Value Portfolio Investment
Management Agreement and nothing in that agreement shall change or affect the
terms of this Sub-Investment Management Agreement. Nothing in this
Neuberger&Berman Partners Mid Cap Value Portfolio Sub-Investment Management
Agreement shall change or affect that arrangement. The payment of advisory fees
and the apportionment of any expenses related to the services of the Sub-
Investment Manager under this Agreement shall be the sole concern of the
Investment Manager and the Sub-Investment Manager and shall not be the
responsibility of the Fund.
6
In consideration of services rendered pursuant to this Agreement, the
Investment Manager will pay the Sub-Investment Manager on the first business day
of each month the fee at the annual rate specified by the schedule of fees in
the Appendix to this Agreement. The fee for any period from the date the
Portfolio commences operations to the end of the month will be prorated
according to the proportion which the period bears to the full month, and, upon
any termination of this Agreement before the end of any month, the fee for the
part of the month during which the Sub-Investment Manager acted under this
Agreement will be prorated according to the proportion which the period bears to
the full month and will be payable upon the date of termination of this
Agreement.
For the purpose of determining the fees payable to the Sub-Investment
Manager, the value of the Portfolio's net assets will be computed in the manner
specified in the Fund's Prospectus. The Sub-Investment Manager will bear all of
its own expenses (such as research costs) in connection with the performance of
its duties under this Agreement except for those which the Investment Manager
agrees to pay and will not be responsible for any Fund expenses.
The Sub-Investment Manager agrees to notify promptly, upon written request,
the Investment Manager if, for any other registered investment company having a
substantially similar investment program, it agrees to (1) provide more services
or bear more expenses for a comparable or lower fee; and (2) provide comparable
services and bear comparable expenses for a lower fee.
7
OTHER MATTERS
The Sub-Investment Manager may from time to time employ or associate with
itself any person or persons believed to be particularly fitted to assist in its
performance of services under this Agreement. The compensation of any such
persons will be paid by the Sub-Investment Manager, and no obligation will be
incurred by, or on behalf of, the Fund or the Investment Manager with respect to
them.
The Fund and the Investment Manager understand that the Sub-Investment
Manager now acts and will continue to act as investment manager to various
investment companies and fiduciary or other managed accounts, and the Fund and
the Investment Manager have no objection to the Sub-Investment Manager's so
acting. In addition, the Fund understands that the persons employed by the Sub-
Investment Manager to assist in the performance of the Sub-Investment Manager's
duties hereunder will not devote their full time to such service, and nothing
herein contained shall be deemed to limit or restrict the Sub-Investment
Manager's right or the right of any of the Sub-Investment Manager's affiliates
to engage in and devote time and attention to other businesses or to render
other services of whatever kind or nature.
The Sub-Investment Manager agrees that all books and records which it
maintains for the Fund are the Fund's property as well as the Sub-Investment
Manager's. The Sub-Investment Manager also agrees upon request of the Investment
Manager or the Fund, promptly to surrender copies of the books and records to
the requester or make the books and records available for inspection by
representatives of regulatory authorities. The Sub-Investment Manager further
agrees to maintain and preserve the Fund's books and records in accordance with
the Investment
8
Company Act and rules thereunder.
The Sub-Investment Manager will not be liable for any error of judgment or
mistake of law or for any loss suffered by the Fund or its shareholders in
connection with the matters to which this Agreement relates, except for a loss
resulting from willful misfeasance, bad faith or gross negligence of the Sub-
Investment Manager in the performance of its duties or from reckless disregard
of its obligations and duties under this Agreement. The Sub-Investment Manager,
the Fund and the Investment Manager further agree that the Sub-Investment
Manager shall bear no responsibilities or obligations for any portfolios of the
Fund other than the Portfolio and any other portfolio of the Fund with respect
to which it serves as sub-advisor.
The Investment Manager has herewith furnished the Sub-Investment Manager
copies of the Fund's Registration Statement, Articles of Incorporation and By-
Laws as currently in effect and agrees during the continuance of this Agreement
to furnish the Sub-Investment Manager copies of any amendments or supplements
thereto before the amendments or supplements become effective. The Sub-
Investment Manager will be entitled to rely on all documents furnished to it by
the Investment Manager or the Fund.
The Investment Manager, the Fund and the Sub-Investment Manager agree that
any information or recommendation supplied by the Sub-Investment Manager in
connection with the performance of its obligations hereunder is to be regarded
as confidential for use only by the Investment Manager, the Fund, or such person
as the Investment Manager may designate in connection with the Portfolio.
9
The Investment Manager represents and warrants that the appointment of the
Sub-Investment Manager by the Investment Manager and the Fund has been duly
authorized.
ARTICLE 3
DURATION AND TERMINATION OF THIS AGREEMENT
This Agreement shall become effective as of the date first above written
and shall remain in force until May 16, 1999 and thereafter shall continue in
effect, but only so long as such continuance is specifically approved at least
annually by (i) the Board of Directors of the Fund, or by the vote of a majority
of the outstanding shares of the Portfolio, and (ii) a majority of those
directors who are not parties to this Agreement or interested persons of any
such party cast in person at a meeting called for the purpose of voting on such
approval.
This Agreement may be terminated with respect to the Portfolio at any
time, without the payment of any penalty, by the Board of Directors of the Fund,
or by vote of a majority of the outstanding shares of the Portfolio, on sixty
days' written notice to the Investment Manager and Sub-Investment Manager, by
the Investment Manager on thirty days' written notice to the Sub-Investment
Manager and the Fund, or by the Sub-Investment Manager on sixty days' written
notice to the Investment Manager and the Fund. This Agreement shall
automatically terminate in the event of its assignment or in the event of the
termination of the Neuberger&Berman Partners Mid Cap Value Portfolio Investment
Management Agreement.
10
ARTICLE 4
DEFINITIONS
The terms "assignment," "interested person," and "majority of the
outstanding shares," when used in this Agreement, shall have the respective
meanings specified under the Investment Company Act.
ARTICLE 5
AMENDMENTS OF THIS AGREEMENT
This Agreement may be amended by the parties only if such amendment is
specifically approved by (i) the Board of Directors of the Fund, to the extent
permitted by the Investment Company Act, or by the vote of a majority of the
outstanding shares of the Portfolio, and (ii) by the vote of a majority of those
directors of the Fund who are not parties to this Agreement or interested
persons of any such party cast in person at a meeting called for the purpose of
voting on such approval.
ARTICLE 6
GOVERNING LAW
The provisions of this Agreement shall be construed and interpreted in
accordance with the laws of the State of New York as at the time in effect and
the applicable provisions of the Investment Company Act. To the extent that the
applicable law of the State of New York, or any of the provisions herein,
conflict with the applicable provisions of the Investment Company Act, the
latter shall control.
11
ARTICLE 7
NOTICES
-------
Notices to be given hereunder shall be addressed to:
Fund: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President and Chief Operating Officer
Metropolitan Series Fund, Inc.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Investment Manager: ▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.
Senior Executive Vice-President and General Counsel
Metropolitan Life Insurance Company
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Sub-Investment ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇, Esq.
Manager: Vice-President and General Counsel
Neuberger&Berman Management Incorporated
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ - ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Changes in the foregoing notice provisions may be
made by notice in writing to the other parties and the addresses set forth
above. Notice shall be effective upon receipt.
12
METROPOLITAN SERIES FUND, INC.
By:
-----------------------
▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Attest:
-------------------
▇▇▇▇▇ ▇▇▇▇▇▇
METROPOLITAN LIFE INSURANCE
COMPANY
By:
-----------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Attest:
-------------------
▇▇▇▇ ▇. ▇▇▇▇▇
NEUBERGER&BERMAN MANAGEMENT
INCORPORATED
By:
-----------------------
Attest:
-------------------
13
APPENDIX
--------
NEUBERGER&BERMAN MANAGEMENT INC.
--------------------------------
Metropolitan Series Fund Fee Schedule
-------------------------------------
Neuberger&Berman Partners Mid Cap Value Portfolio
-------------------------------------------------
0.500% on the first $100MM
0.475% on the next $250MM
0.450% on the next $500 MM
0.425% on the next $750 MM
0.400% thereafter
of the average daily value of the net assets of the Portfolio
14
▇. ▇▇▇▇ PRICE LARGE CAP GROWTH PORTFOLIO
SUB-INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made this 30th day of October, 1998, among Metropolitan Series
Fund, Inc., a Maryland corporation (the "Fund"), Metropolitan Life Insurance
Company (the "Investment Manager"), a New York corporation, and ▇. ▇▇▇▇ Price
Associates, Inc., a Maryland corporation (the "Sub-Investment Manager");
W I T N E S S E T H :
WHEREAS, the Fund is engaged in business as a diversified open-end
management investment company and is registered as such under the Investment
Company Act of 1940 (the "Investment Company Act");
WHEREAS, the Fund, a series type of investment company, issues separate
classes (or series) of stock, each of which represents a separate portfolio of
investments;
WHEREAS, the Fund is currently comprised of various portfolios, each of
which pursues its investment objectives through separate investment policies,
and the Fund may add or delete portfolios from time to time;
WHEREAS, the Sub-Investment Manager is engaged principally in the business
of rendering advisory services and is registered as an investment adviser under
the Investment Advisers Act of 1940; and
WHEREAS, the Fund has employed the Investment Manager to act as investment
manager of the ▇. ▇▇▇▇ Price Large Cap Growth Portfolio as set forth in the ▇.
▇▇▇▇ Price Large Cap Growth Portfolio Investment Management Agreement dated
October 30, 1998 between the Fund and the Investment Manager (the "▇. ▇▇▇▇ Price
Large Cap Growth Portfolio Investment Management Agreement"); and the Fund and
the Investment Manager desire to enter
into a separate sub-investment management agreement with respect to the ▇. ▇▇▇▇
Price Large Cap Growth Portfolio of the Fund with the Sub-Investment Manager;
NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained, the Fund, the Investment Manager and the Sub-Investment
Manager hereby agree as follows:
ARTICLE 1
DUTIES OF THE SUB-INVESTMENT MANAGER
Subject to the supervision and approval of the Investment Manager and the
Fund's Board of Directors, the Sub-Investment Manager will manage the investment
and reinvestment of the assets of the Fund's ▇. ▇▇▇▇ Price Large Cap Growth
Portfolio (the "Portfolio") for the period and on the terms and conditions set
forth in this Agreement. In acting as Sub-Investment Manager to the Fund with
respect to the Portfolio, the Sub-Investment Manager shall determine which
securities shall be purchased, sold or exchanged and what portion of the assets
of the Portfolio shall be held in the various securities or other assets in
which it may invest, subject always to any restrictions of the Fund's Articles
of Incorporation and By-Laws, as amended or supplemented from time to time, the
provisions of applicable laws and regulations including the Investment Company
Act, and the statements relating to the Portfolio's investment objectives,
policies and restrictions as the same are set forth in the prospectus and
statement of additional information of the Fund then currently effective under
the Securities Act of 1933 (the "Prospectus"). Should the Board of Directors of
the Fund or the Investment Manager at any time, however, make any definite
determination as to investment policy and notify the Sub-Investment Manager
thereof in writing, the Sub-Investment Manager shall be bound by such
determination
2
for the period, if any, specified in such notice or until similarly notified in
writing that such determination has been revoked. The Sub-Investment Manager
shall take, on behalf of the Fund, all actions which it deems necessary to
implement the investment policies of the Portfolio, determined as provided
above, and in particular to place all orders for the purchase or sale of
portfolio securities for the Portfolio with brokers or dealers selected by it.
The Sub-Investment Manager agrees that, in placing orders with broker-
dealers for the purchase or sale of portfolio securities, it shall attempt to
obtain best execution at favorable security prices; provided that, on behalf of
the Portfolio, the Sub-Investment Manager may, in its discretion, agree to pay a
broker-dealer that furnishes brokerage or research services as such services are
defined under Section 28(e) of the Securities Exchange Act of 1934, as amended
("1934 Act") or in accord with any other applicable laws or regulations, a
higher commission than that which might have been charged by another broker-
dealer for effecting the same transactions, if the Sub-Investment Manager
determines in good faith that such commission is reasonable in relation to the
brokerage and research service provided by the broker-dealer, viewed in terms of
either that particular transaction or the overall responsibilities of the Sub-
Investment Manager with respect to the accounts as to which it exercises
investment discretion.
On occasions when the Sub-Investment Manager deems the purchase of a
security to be in the best interest of the Portfolio as well as other clients of
the Sub-Investment Manager, the Sub-Investment Manager, to the extent permitted
by applicable laws and regulations, may, but shall be under no obligation to,
aggregate the securities to be purchased or sold to attempt to obtain a more
favorable price or lower brokerage commissions and efficient execution. In such
event, allocation of the securities so purchased or sold, as well as the
expenses incurred in the
3
transaction, will be made by the Sub-Investment Manager in the manner the Sub-
Investment Manager considers to be the most equitable and consistent with its
fiduciary obligations to the Portfolio and to its other clients.
In connection with these services the Sub-Investment Manager will provide
investment research as to the Portfolio's investments and conduct a continuous
program of evaluation of its assets. The Sub-Investment Manager will have the
responsibility to monitor the investments of the Portfolio to the extent
necessary for the Sub-Investment Manager to manage the Portfolio in a manner
that is consistent with the investment objective and policies of the Portfolio
set forth in the Registration Statement of the Fund, as from time to time
amended, and consistent with applicable law, including, but not limited to, the
Investment Company Act and the rules and regulations thereunder and the
applicable provisions of the Internal Revenue Code and the rules and regulations
thereunder (including, without limitation, subchapter M of the Code and the
investment diversification aspects of Section 817(h) of the Code).
The Sub-Investment Manager will furnish the Investment Manager and the Fund
such statistical information, including prices of securities in situations where
a fair valuation determination is required or when a security cannot be priced
by the Fund's accountants, with respect to the investments it makes for the
Portfolio as the Investment Manager and the Fund may reasonably request. On its
own initiative, the Sub-Investment Manager will apprise the Investment Manager
and the Fund of important developments materially affecting the Portfolio,
including but not limited to any change in the personnel of the Sub-Investment
Manager responsible for the day to day investment decisions made by the Sub-
Investment Manager for the Portfolio and any material legal proceedings against
the Sub-Investment Manager by the
4
Securities and Exchange Commission relating to violations of the federal
securities laws by the Sub-Investment Manager, and will furnish the Investment
Manager and the Fund from time to time with similar information that is believed
appropriate for this purpose. In addition, the Sub-Investment Manager will
furnish the Investment Manager and the Fund's Board of Directors such periodic
and special reports as either of them may reasonably request.
The Sub-Investment Manager will exercise its best judgment in rendering the
services provided for in this Article 1, and the Fund and the Investment Manager
agree, as an inducement to the Sub-Investment Manager's undertaking so to do,
that the Sub-Investment Manager will not be liable under this Agreement for any
mistake of judgment or in any other event whatsoever, except as hereinafter
provided. The Sub-Investment Manager shall for all purposes herein be deemed to
be an independent contractor and shall, unless otherwise provided or authorized,
have no authority to act for or represent the Fund or the Investment Manager in
any way or otherwise be deemed an agent of the Fund or the Investment Manager
other than in furtherance of its duties and responsibilities as set forth in
this Agreement.
ARTICLE 2
SUB-INVESTMENT MANAGEMENT FEE
The payment of advisory fees and the allocation of charges and expenses
between the Fund and the Investment Manager with respect to the Portfolio are
set forth in the ▇. ▇▇▇▇ Price Large Cap Growth Portfolio Investment Management
Agreement. Nothing in this ▇. ▇▇▇▇ Price Large Cap Growth Portfolio Sub-
Investment Management Agreement shall change or affect that arrangement. The
payment of advisory fees and the apportionment of any expenses related to the
services of the Sub-Investment Manager under this Agreement shall be the sole
concern of the
5
Investment Manager and the Sub- Investment Manager and shall not be the
responsibility of the Fund.
In consideration of services rendered pursuant to this Agreement, the
Investment Manager will pay the Sub-Investment Manager on the first business day
of each month the fee at the annual rate specified by the schedule of fees in
the Appendix to this Agreement. The fee for any period from the date the
Portfolio commences operations to the end of the month will be prorated
according to the proportion which the period bears to the full month, and, upon
any termination of this Agreement before the end of any month, the fee for the
part of the month during which the Sub-Investment Manager acted under this
Agreement will be prorated according to the proportion which the period bears to
the full month and will be payable upon the date of termination of this
Agreement.
For the purpose of determining the fees payable to the Sub-Investment
Manager, the value of the Portfolio's net assets will be computed in the manner
specified in the Fund's Prospectus. The Sub-Investment Manager will bear all of
its own expenses (such as research costs) in connection with the performance of
its duties under this Agreement except for those which the Investment Manager
agrees to pay.
The Sub-Investment Manager agrees to notify promptly, upon written request,
the Investment Manager if, for any other registered investment company having a
substantially similar investment program, it agrees to (1) provide more services
or bear more expenses for a comparable or lower fee; and (2) provide comparable
services and bear comparable expenses for a lower fee.
6
OTHER MATTERS
The Sub-Investment Manager may from time to time employ or associate with
itself any person or persons believed to be particularly fitted to assist in its
performance of services under this Agreement. The compensation of any such
persons will be paid by the Sub-Investment Manager, and no obligation will be
incurred by, or on behalf of, the Fund or the Investment Manager with respect to
them.
The Fund and the Investment Manager understand that the Sub-Investment
Manager now acts and will continue to act as investment manager to various
investment companies and fiduciary or other managed accounts, and the Fund and
the Investment Manager have no objection to the Sub-Investment Manager's so
acting. In addition, the Fund understands that the persons employed by the Sub-
Investment Manager to assist in the performance of the Sub-Investment Manager's
duties hereunder will not devote their full time to such service, and nothing
herein contained shall be deemed to limit or restrict the Sub-Investment
Manager's right or the right of any of the Sub-Investment Manager's affiliates
to engage in and devote time and attention to other businesses or to render
other services of whatever kind or nature.
The Sub-Investment Manager agrees that all books and records which it
maintains for the Fund are the Fund's property. The Sub-Investment Manager also
agrees upon request of the Investment Manager or the Fund, promptly to surrender
the books and records to the requester or make the books and records available
for inspection by representatives of regulatory authorities. The Sub-Investment
Manager further agrees to maintain and preserve the Fund's books and records in
accordance with the Investment Company Act and rules thereunder.
7
The Sub-Investment Manager will not be liable for any error of judgment or
mistake of law or for any loss suffered by the Fund in connection with the
matters to which this Agreement relates, except for a loss resulting from
willful misfeasance, bad faith or gross negligence of the Sub-Investment Manager
in the performance of its duties or from reckless disregard of its obligations
and duties under this Agreement.
The Investment Manager has herewith furnished the Sub-Investment Manager
copies of the Fund's Registration Statement, Articles of Incorporation and By-
Laws as currently in effect and agrees during the continuance of this Agreement
to furnish the Sub-Investment Manager copies of any amendments or supplements
thereto before or at the time the amendments or supplements become effective.
The Sub-Investment Manager will be entitled to rely on all documents furnished
to it by the Investment Manager or the Fund.
ARTICLE 3
DURATION AND TERMINATION OF THIS AGREEMENT
This Agreement shall become effective as of the date first above written
and shall remain in force until May 16, 1999 and thereafter shall continue in
effect, but only so long as such continuance is specifically approved at least
annually by (i) the Board of Directors of the Fund, or by the vote of a majority
of the outstanding shares of the Portfolio, and (ii) a majority of those
directors who are not parties to this Agreement or interested persons of any
such party cast in person at a meeting called for the purpose of voting on such
approval.
This Agreement may be terminated with respect to the Portfolio at any time,
without the payment of any penalty, by the Board of Directors of the Fund, or by
vote of a majority of the outstanding shares of the Portfolio, on sixty days'
written notice to the Investment Manager and
8
Sub-Investment Manager, by the Investment Manager on thirty days' written notice
to the Sub-Investment Manager and the Fund, or by the Sub-Investment Manager on
sixty days' written notice to the Investment Manager and the Fund. This
Agreement shall automatically terminate in the event of its assignment or in the
event of the termination of the ▇. ▇▇▇▇ Price Large Cap Growth Portfolio
Investment Management Agreement.
ARTICLE 4
DEFINITIONS
The terms "assignment," "interested person," and "majority of the
outstanding shares," when used in this Agreement, shall have the respective
meanings specified under the Investment Company Act.
ARTICLE 5
AMENDMENTS OF THIS AGREEMENT
This Agreement may be amended by the parties only if such amendment is
specifically approved by (i) the Board of Directors of the Fund, to the extent
permitted by the Investment Company Act, or by the vote of a majority of the
outstanding shares of the Portfolio, and (ii) by the vote of a majority of those
directors of the Fund who are not parties to this Agreement or interested
persons of any such party cast in person at a meeting called for the purpose of
voting on such approval.
ARTICLE 6
GOVERNING LAW
The provisions of this Agreement shall be construed and interpreted in
accordance with the laws of the State of New York as at the time in effect and
the applicable provisions of the
9
Investment Company Act. To the extent that the applicable law of the State of
New York, or any of the provisions herein, conflict with the applicable
provisions of the Investment Company Act, the latter shall control.
ARTICLE 7
NOTICES
Notices to be given hereunder shall be addressed to:
Fund: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President and Chief Operating Officer
Metropolitan Series Fund, Inc.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Investment
Manager: ▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.
Senior Executive Vice-President and General Counsel
Metropolitan Life Insurance Company
One Madison Avenue, Area 11G
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Sub-Investment
Manager: ▇▇▇▇ ▇▇▇▇▇▇▇
▇. ▇▇▇▇ Price Associates, Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Copy to: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.
▇. ▇▇▇▇ Price Associates, Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Changes in the foregoing notice provisions may be made by notice in writing
to the other parties and the addresses set forth above. Notice shall be
effective upon delivery.
10
METROPOLITAN SERIES FUND, INC.
By:
--------------------
▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Attest:
--------------------
▇▇▇▇▇ ▇▇▇▇▇▇
METROPOLITAN LIFE INSURANCE
COMPANY
By:
--------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Attest:
--------------------
▇▇▇▇ ▇▇▇▇▇
▇. ▇▇▇▇ PRICE ASSOCIATES, INC.
By:
--------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Attest:
--------------------
▇▇▇▇▇▇ ▇▇▇▇▇
11
APPENDIX
--------
▇. ▇▇▇▇ PRICE ASSOCIATES, INC.
------------------------------
METROPOLITAN SERIES FUND FEE SCHEDULE
-------------------------------------
▇. ▇▇▇▇ PRICE LARGE CAP GROWTH PORTFOLIO
----------------------------------------
0.500% on the first $50MM
0.400% thereafter
of the average daily value of the net assets of the Portfolio
12
▇▇▇▇▇▇ OAKMARK LARGE CAP VALUE PORTFOLIO
SUB-INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made this 30th day of October, 1998, among Metropolitan Series
Fund, Inc., a Maryland corporation (the "Fund"), Metropolitan Life Insurance
Company (the "Investment Manager"), a New York corporation, and ▇▇▇▇▇▇
Associates L.P., a Delaware limited partnership (the "Sub-Investment Manager");
W I T N E S S E T H :
WHEREAS, the Fund is engaged in business as a diversified open-end
management investment company and is registered as such under the Investment
Company Act of 1940 (the "Investment Company Act");
WHEREAS, the Fund, a series type of investment company, issues separate
classes (or series) of stock, each of which represents a separate portfolio of
investments;
WHEREAS, the Fund is currently comprised of various portfolios, each of
which pursues its investment objectives through separate investment policies,
and the Fund may add or delete portfolios from time to time;
WHEREAS, the Sub-Investment Manager is engaged principally in the business
of rendering advisory services and is registered as an investment adviser under
the Investment Advisers Act of 1940; and
WHEREAS, the Fund has employed the Investment Manager to act as investment
manager of the ▇▇▇▇▇▇ Oakmark Large Cap Value Portfolio as set forth in the
▇▇▇▇▇▇ Oakmark Large Cap Value Portfolio Investment Management Agreement dated
October 30, 1998 between the Fund and the Investment Manager (the "▇▇▇▇▇▇
Oakmark Large Cap Value Portfolio Investment Management Agreement"); and the
Fund and the Investment Manager desire to enter
into a separate sub-investment management agreement with respect to the ▇▇▇▇▇▇
Oakmark Large Cap Value Portfolio of the Fund with the Sub-Investment Manager;
NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained, the Fund, the Investment Manager and the Sub-Investment
Manager hereby agree as follows:
ARTICLE 1
DUTIES OF THE SUB-INVESTMENT MANAGER
------------------------------------
Subject to the supervision and approval of the Investment Manager and the
Fund's Board of Directors, the Sub-Investment Manager will manage the investment
and reinvestment of the assets of the Fund's ▇▇▇▇▇▇ Oakmark Large Cap Value
Portfolio (the "Portfolio") for the period and on the terms and conditions set
forth in this Agreement. In acting as Sub-Investment Manager to the Fund with
respect to the Portfolio, the Sub-Investment Manager shall determine which
securities shall be purchased, sold or exchanged and what portion of the assets
of the Portfolio shall be held in the various securities or other assets in
which it may invest, subject always to any restrictions of the Fund's Articles
of Incorporation and By-Laws, as amended or supplemented from time to time, the
provisions of applicable laws and regulations including the Investment Company
Act, and the statements relating to the Portfolio's investment objectives,
policies and restrictions as the same are set forth in the prospectus and
statement of additional information of the Fund then currently effective under
the Securities Act of 1933 (the "Prospectus") and provided to Sub-Investment
Manager in writing. Should the Board of Directors of the Fund or the Investment
Manager at any time, however, make any definite
2
determination as to investment policy and notify in writing the Sub-
Investment Manager thereof, the Sub-Investment Manager shall be bound by such
determination for the period, if any, specified in such notice or until
similarly notified in writing that such determination has been revoked. The Sub-
Investment Manager shall take, on behalf of the Fund, all actions which it deems
necessary to implement the investment policies of the Portfolio, determined as
provided above, and in particular to place all orders for the purchase or sale
of portfolio securities for the Portfolio with brokers or dealers selected by
it.
In connection with the selection of such brokers or dealers and the
placing of such orders, the Sub-Investment Manager is directed at all times to
follow the policies of the Fund set forth in the Prospectus. Nothing herein
shall preclude the "bunching" of orders for the sale or purchase of portfolio
securities with other Fund portfolios or with other accounts managed by the Sub-
Investment Manager. The Sub-Investment Manager shall not favor any account over
any other and any purchase or sale orders executed contemporaneously shall be
allocated in a manner it deems equitable among the accounts involved and, to the
extent operationally feasible, at a price which is approximately averaged.
In connection with these services the Sub-Investment Manager will provide
investment research as to the Portfolio's investments and conduct a continuous
program of evaluation of its assets. The Sub-Investment Manager will have the
responsibility to monitor the investments of the Portfolio to the extent
necessary for the Sub-Investment Manager to manage the Portfolio in a manner
that is consistent with the investment objective and policies of the Portfolio
set forth in the Registration Statement of the Fund, as from time to time
amended, and communicated in
3
writing to the Sub-Investment Manager, and consistent with applicable law,
including, but not limited to, the Investment Company Act and the rules and
regulations thereunder and the applicable provisions of the Internal Revenue
Code and the rules and regulations thereunder (including, without limitation,
subchapter M of the Code and the investment diversification aspects of Section
817(h) of the Code).
The Sub-Investment Manager will furnish the Investment Manager and the Fund
such statistical information, including prices of securities in situations where
a fair valuation determination is required or when a security cannot be priced
by the Fund's accountants, with respect to the investments it makes for the
Portfolio as the Investment Manager and the Fund may reasonably request. On its
own initiative, the Sub-Investment Manager will apprise the Investment Manager
and the Fund of important developments materially affecting the Portfolio,
including but not limited to any change in the personnel of the Sub-Investment
Manager responsible for the day to day investment decisions made by the Sub-
Investment Manager for the Portfolio and any material legal proceedings against
the Sub-Investment Manager by the Securities and Exchange Commission relating to
violations of the federal securities laws by the Sub-Investment Manager, and
will furnish the Investment Manager and the Fund from time to time with similar
material information that is believed appropriate for this purpose. In addition,
the Sub-Investment Manager will furnish the Investment Manager and the Fund's
Board of Directors such periodic and special reports as either of them may
reasonably request.
The Sub-Investment Manager will exercise its best judgment in rendering
the services provided for in this Article 1, and the Fund and the Investment
Manager agree, as an inducement
4
to the Sub-Investment Manager's undertaking so to do, that the Sub-Investment
Manager will not be liable under this Agreement for any mistake of judgment or
in any other event whatsoever, except as hereinafter provided. The Sub-
Investment Manager shall for all purposes herein be deemed to be an independent
contractor and shall, unless otherwise provided or authorized, have no authority
to act for or represent the Fund or the Investment Manager in any way or
otherwise be deemed an agent of the Fund or the Investment Manager other than in
furtherance of its duties and responsibilities as set forth in this Agreement.
ARTICLE 2
SUB-INVESTMENT MANAGEMENT FEE
-----------------------------
The payment of advisory fees and the allocation of charges and expenses
between the Fund and the Investment Manager with respect to the Portfolio are
set forth in the ▇▇▇▇▇▇ Oakmark Large Cap Value Portfolio Investment Management
Agreement. Nothing in this ▇▇▇▇▇▇ Oakmark Large Cap Value Portfolio Sub-
Investment Management Agreement shall change or affect that arrangement. The
payment of advisory fees and the apportionment of any expenses related to the
services of the Sub-Investment Manager under this Agreement shall be the sole
concern of the Investment Manager and the Sub-Investment Manager and shall not
be the responsibility of the Fund.
In consideration of services rendered pursuant to this Agreement, the
Investment Manager will pay the Sub-Investment Manager on the first business day
of each month the fee at the annual rate specified by the schedule of fees in
the Appendix to this Agreement. The fee for any period from the date the
Portfolio commences operations to the end of the month will be
5
prorated according to the proportion which the period bears to the full month,
and, upon any termination of this Agreement before the end of any month, the fee
for the part of the month during which the Sub-Investment Manager acted under
this Agreement will be prorated according to the proportion which the period
bears to the full month and will be payable upon the date of termination of this
Agreement.
For the purpose of determining the fees payable to the Sub-Investment
Manager, the value of the Portfolio's net assets will be computed in the manner
specified in the Fund's Prospectus. The Sub-Investment Manager will bear all of
its own expenses (such as research costs) in connection with the performance of
its duties under this Agreement except for those which the Investment Manager
agrees to pay.
The Sub-Investment Manager agrees to notify promptly, upon written request,
the Investment Manager if, for any other registered investment company having a
substantially similar investment program, it agrees to (1) provide more services
or bear more expenses for a comparable or lower fee; and (2) provide comparable
services and bear comparable expenses for a lower fee.
OTHER MATTERS
-------------
The Sub-Investment Manager may from time to time employ or associate with
itself any person or persons believed to be particularly fitted to assist in its
performance of services under this Agreement. The compensation of any such
persons will be paid by the Sub-Investment Manager, and no obligation will be
incurred by, or on behalf of, the Fund or the Investment Manager with respect to
them.
6
The Fund and the Investment Manager understand that the Sub-Investment
Manager now acts and will continue to act as investment manager to various
investment companies and fiduciary or other managed accounts, and the Fund and
the Investment Manager have no objection to the Sub-Investment Manager's so
acting. In addition, the Fund understands that the persons employed by the Sub-
Investment Manager to assist in the performance of the Sub-Investment Manager's
duties hereunder will not devote their full time to such service, and nothing
herein contained shall be deemed to limit or restrict the Sub-Investment
Manager's right or the right of any of the Sub-Investment Manager's affiliates
to engage in and devote time and attention to other businesses or to render
other services of whatever kind or nature.
The Sub-Investment Manager agrees that all books and records which it
maintains for the Fund are the Fund's property as well as the Sub-Investment
Manager's. The Sub-Investment Manager also agrees upon request of the Investment
Manager or the Fund, promptly to surrender copies of the books and records to
the requester or make the books and records available for inspection by
representatives of regulatory authorities. The Sub-Investment Manager further
agrees to maintain and preserve the Fund's books and records in accordance with
the Investment Company Act and rules thereunder.
The Sub-Investment Manager will not be liable for any error of judgment or
mistake of law or for any loss suffered by the Fund in connection with the
matters to which this Agreement relates, except for a loss resulting from
willful misfeasance, bad faith or gross negligence of the Sub-Investment Manager
in the performance of its duties or from reckless disregard of its obligations
and duties under this Agreement.
7
The Investment Manager has herewith furnished the Sub-Investment Manager
copies of the Fund's Registration Statement, Articles of Incorporation and By-
Laws as currently in effect and agrees during the continuance of this Agreement
to furnish the Sub-Investment Manager copies of any amendments or supplements
thereto before or at the time the amendments or supplements become effective.
The Sub-Investment Manager will be entitled to rely on all documents furnished
to it by the Investment Manager or the Fund.
ARTICLE 3
DURATION AND TERMINATION OF THIS AGREEMENT
------------------------------------------
This Agreement shall become effective as of the date first above written
and shall remain in force until May 16, 1999 and thereafter shall continue in
effect, but only so long as such continuance is specifically approved at least
annually by (i) the Board of Directors of the Fund, or by the vote of a majority
of the outstanding shares of the Portfolio, and (ii) a majority of those
directors who are not parties to this Agreement or interested persons of any
such party cast in person at a meeting called for the purpose of voting on such
approval.
This Agreement may be terminated with respect to the Portfolio at any
time, without the payment of any penalty, by the Board of Directors of the Fund,
or by vote of a majority of the outstanding shares of the Portfolio, on sixty
days' written notice to the Investment Manager and Sub-Investment Manager, by
the Investment Manager on thirty days' written notice to the Sub-Investment
Manager and the Fund, or by the Sub-Investment Manager on sixty days' written
notice to the Investment Manager and the Fund. This Agreement shall
automatically terminate in the event of its assignment or in the event of the
termination of the ▇▇▇▇▇▇ Oakmark Large Cap
8
Value Portfolio Investment Management Agreement.
ARTICLE 4
DEFINITIONS
-----------
The terms "assignment," "interested person," and "majority of the
outstanding shares," when used in this Agreement, shall have the respective
meanings specified under the Investment Company Act.
ARTICLE 5
AMENDMENTS OF THIS AGREEMENT
----------------------------
This Agreement may be amended by the parties only if such amendment is
specifically approved by (i) the Board of Directors of the Fund, to the extent
permitted by the Investment Company Act, or by the vote of a majority of the
outstanding shares of the Portfolio, and (ii) by the vote of a majority of those
directors of the Fund who are not parties to this Agreement or interested
persons of any such party cast in person at a meeting called for the purpose of
voting on such approval.
ARTICLE 6
GOVERNING LAW
-------------
The provisions of this Agreement shall be construed and interpreted in
accordance with the laws of the State of New York as at the time in effect and
the applicable provisions of the Investment Company Act. To the extent that the
applicable law of the State of New York, or any of the provisions herein,
conflict with the applicable provisions of the Investment Company Act, the
latter shall control.
9
ARTICLE 7
NOTICES
-------
Notices to be given hereunder shall be addressed to:
Fund: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President and Chief Operating Officer
Metropolitan Series Fund, Inc.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Investment Manager: ▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.
Senior Executive Vice-President and General Counsel
Metropolitan Life Insurance Company
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Sub-Investment Manager: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, CFA
Partner and Portfolio Manager
▇▇▇▇▇ ▇▇▇▇▇▇
Partner and General Counsel
▇▇▇▇▇▇ Associates L.P.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Changes in the foregoing notice provisions may be made by notice in
writing to the other parties and the addresses set forth above. Notice shall be
effective upon delivery.
10
METROPOLITAN SERIES FUND, INC.
By:
---------------------
▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Attest:
-----------------------
▇▇▇▇▇ ▇▇▇▇▇▇
METROPOLITAN LIFE INSURANCE
COMPANY
By:
---------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Attest:
-----------------------
▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇ ASSOCIATES L.P.
By:
---------------------
Attest:
-----------------------
11
APPENDIX
--------
▇▇▇▇▇▇ ASSOCIATES L.P.
---------------------
METROPOLITAN SERIES FUND FEE SCHEDULE
-------------------------------------
▇▇▇▇▇▇ OAKMARK LARGE CAP VALUE PORTFOLIO
----------------------------------------
0.650% on the first $250MM
0.600% thereafter
of the average daily value of the net assets of the Portfolio
12