Exhibit (d)(a)(23)
STATE STREET RESEARCH LARGE CAP VALUE PORTFOLIO
ADVISORY AGREEMENT
AGREEMENT made this 1st day of May, 2002, by and between Metropolitan Series
Fund, Inc., a Maryland corporation (the "Fund"), and MetLife Advisers, LLC, a
Delaware limited liability company (the "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 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 desires to enter into a separate investment advisory agreement
with respect to the State Street Research Large Cap Value Portfolio of the Fund
with the Manager;
NOW THEREFORE, in consideration of the premises and the covenants hereinafter
contained, the Fund and the Manager hereby agree as follows:
ARTICLE 1.
Duties of the Manager.
The Fund hereby employs the Manager to act as the investment adviser to and
investment adviser of the State Street Research Large Cap Value Portfolio (the
"Portfolio") and to manage the investment and reinvestment of the assets of the
Portfolio and to administer its affairs, subject to the supervision of the Board
of Directors of the Fund, for the period and on the terms and conditions set
forth in this Agreement. The Manager hereby accepts such employment and agrees
during such period, at its own expense, to render the services and to assume the
obligations herein set forth for the compensation provided for herein. The
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 in any way or otherwise be deemed an agent of the Fund
other than in furtherance of its duties and responsibilities as set forth in
this Agreement.
(a) Investment Advisory Services. In acting as investment adviser to the
Portfolio, the
Manager shall regularly provide the Portfolio with such investment
research, advice and management as the Fund may from time to time
consider necessary for the proper management of the Portfolio and shall
furnish continuously an investment program and 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, 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 of the Fund then-currently effective under the
Securities Act of 1933 (the "Prospectus"). Should the Board of Directors
of the Fund at any time, however, make any definite determination as to
investment policy and notify the Manager thereof, the Manager shall be
bound by such determination for the period, if any, specified in such
notice or until similarly notified that such determination has been
revoked. The 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 the Manager. In connection with the
selection of such brokers or dealers and the placing of such orders, the
Manager is directed at all times to follow the policies of the Fund as
set forth in the Prospectus. Nothing herein shall preclude the "bunching"
of orders for the sale or purchase of portfolio securities with the other
Portfolios or with other accounts managed by the Manager or the Manager's
general account and separate accounts. The 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 at a price which is approximately averaged.
(b) Administrative Services. In addition to the performance of investment
advisory services, the Manager shall perform administrative services in
connection with the management of the Portfolio. In this connection, the
Manager agrees (i) to assist in managing all aspects of the Fund's
operations relating to the Portfolio, including the coordination of all
matters relating to the functions of the custodian, transfer agent, other
shareholder service agents, accountants, attorneys and other parties
performing services or operational functions for the Fund, (ii) to
provide the Fund, at the Manager's expense, with services of persons
competent to perform such professional, administrative and clerical
functions as are necessary in order to provide effective administration
of the Portfolio, including duties in connection with shareholder
relations, reports, redemption requests and account adjustments and the
maintenance of the books and records required of the Fund, and (iii) to
provide the Fund, at the Manager's expense, with adequate office space
and related services necessary for its operations as contemplated in this
Agreement. In performing such administrative services, the Manager shall
comply with all provisions of the Fund's Articles of Incorporation and
By-Laws, with all laws and regulations to which the Fund may be subject
and with all directions of the Fund's Board of Directors.
The Manager shall supply the Board of Directors and officers of the Fund
with all statistical information regarding investments which is
reasonably required by them and reasonably available to the Manager.
(c) Subadviser. Notwithstanding any other provision of this Agreement,
the Fund and the Manager may agree to the employment of a subadviser to
the Fund for the purpose of providing investment advisory services with
respect to the Portfolio, provided that the compensation to be paid to
such subadviser shall be the sole responsibility of the Manager and the
duties and responsibilities of the subadviser shall be as set forth in a
subadvisory agreement among the Manager, the subadviser and the Fund on
behalf of the Portfolio.
ARTICLE 2.
Allocation of Charges and Expenses.
(a) The Manager. In addition to the compensation paid to any subadviser
as set forth in Article 1 above, the Manager shall pay the organization
costs of the Fund relating to the Portfolio. The Manager also assumes
expenses of the Fund relating to maintaining the staff and personnel, and
providing the equipment, office space and facilities, necessary to
perform its obligations under this Agreement.
(b) The Fund. The Fund assumes and shall pay (or cause to be paid) all
other Fund expenses, including but not limited to the following expenses:
the fee referred to in Article 3 below; interest and any other costs
related to borrowings by the Fund attributable to the Portfolio; taxes
payable by the Fund and attributable to the Portfolio; brokerage costs
and other direct costs of effecting portfolio transactions (including any
costs directly related to the acquisition, disposition, lending or
borrowing of portfolio investments) on behalf of the Portfolio; the
compensation of the directors and officers of the Fund who are not
actively employed by the Manager; custodian, registration and transfer
agent fees; fees of outside counsel to and of independent auditors of the
Fund selected by the Board of Directors; expenses of printing and mailing
to existing shareholders of registration statements, prospectuses,
reports, notices and proxy solicitation materials of the Fund; all other
expenses incidental to holding meetings of the Fund's shareholders;
insurance premiums for fidelity coverage and errors and omissions
insurance; and extraordinary or non-recurring expenses (such as legal
claims and liabilities and litigation costs and any indemnification
related thereto) attributable to the Portfolio. The Fund shall allocate
the appropriate portion of the foregoing expenses to the Portfolio.
All expenses of any activity which is primarily intended to result in the
sale of the Fund's shares, and certain other expenses as detailed in the
Fund's Distribution Agreement with Metropolitan Life Insurance Company,
are assumed by the distributor of the Fund's shares.
ARTICLE 3.
Compensation of the Manager.
For the services rendered, the facilities furnished and expenses assumed by the
Manager, the Fund shall pay to the Manager at the end of each calendar month a
fee which shall accrue daily at the annual rate specified by the schedule of
fees in the Appendix to this Agreement. The average daily value of the net
assets of the Portfolio shall be determined and computed in accordance with the
description of the method of determination of net asset value contained in the
Prospectus.
ARTICLE 4.
Limitation of Liability of the Manager.
(a) In the performance of advisory services as provided in Article 1(a), the
Manager shall not be liable for any error of judgment or mistake of law or for
any loss suffered by the Fund in connection with any investment policy or the
purchase, sale or redemption of any securities on the recommendation of the
Manager. Nothing herein contained shall be construed to protect the Manager
against any liability to the Fund or its shareholders to which the Manager shall
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence in the performance of its duties on behalf of the Fund, reckless
disregard of the Manager's obligations and duties under this Agreement or the
violation of any applicable law.
(b) In the performance of administrative services as provided in Article 1(b)
and which the Manager is obligated to perform hereunder, the Manager shall be
liable to the Fund or its shareholders for any willful or negligent act or
omission in the performance of such administrative services.
ARTICLE 5.
Activities of the Manager.
The services of the Manager under this Agreement are not to be deemed exclusive,
and the Manager shall be free to render similar services to others so long as
its services hereunder are not impaired thereby. It is understood that
directors, officers, employees and shareholders of the Fund are or may become
interested in the Manager, as directors, officers, employees or policyholders or
otherwise and that directors, officers, employees or policyholders of the
Manager are or may become similarly interested in the Fund, and that the Manager
is or may become interested in the Fund as shareholder or otherwise.
ARTICLE 6.
Duration and Termination of this Agreement.
This Agreement shall become effective as of the date first above written and
shall remain in force until August 30, 2003 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 Manager, or by the Manager on sixty days' written notice
to the Fund. This Agreement shall automatically terminate in the event of its
assignment.
ARTICLE 7.
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 8.
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 9.
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.
METROPOLITAN SERIES FUND, INC.
By: _________________________________
▇▇▇▇ ▇. ▇▇▇▇▇▇, President
METLIFE ADVISERS, LLC
By: _________________________________
▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇., Senior Vice President
Appendix
Metropolitan Series Fund Fee Schedule
State Street Research Large Cap Value Portfolio
1st $250 Million .70%
next $500 Million .65%
above $ 750 Million .60 %
of the average daily value of the net assets of the Portfolio.