METROPOLITAN SERIES FUND, INC.
SUB-ITEM 77Q1 EXHIBITS
In response to Sub-Item 77Q1(e) the following Subadvisory and Advisory
Agreements were amended, and such amendments are attached herewith as follows:
Advisory Agreements
___________________
Portfolio
_________
▇▇▇▇▇ Venture Value Portfolio Exhibit 77Q1(e)(i)
▇▇▇▇▇▇ Oakmark Focused Value Portfolio Exhibit 77Q1(e)(ii)
▇▇▇▇▇▇ Oakmark Large Cap Value Portfolio Exhibit 77Q1(e)(iii)
MetLife Aggressive Allocation Portfolio Exhibit 77Q1(e)(iv)
MetLife Conservative Allocation Portfolio Exhibit 77Q1(e)(v)
MetLife Conservative to Moderate Allocation
Portfolio Exhibit 77Q1(e)(vi)
MetLife Moderate Allocation Portfolio Exhibit 77Q1(e)(vii)
MetLife Moderate to Aggressive Allocation Portfolio Exhibit 77Q1(e)(viii)
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Mid Cap Value Portfolio Exhibit 77Q1(e)(ix)
Subadvisory Agreements
______________________
Portfolio
_________
BlackRock Aggressive Growth Portfolio Exhibit 77Q1(e)(x)
BlackRock Bond Income Portfolio Exhibit 77Q1(e)(xi)
BlackRock Diversified Portfolio Exhibit 77Q1(e)(xii)
BlackRock Large Cap Portfolio Exhibit 77Q1(e)(xiii)
BlackRock Large Cap Value Portfolio Exhibit 77Q1(e)(xiv)
BlackRock Legacy Large Cap Portfolio Exhibit 77Q1(e)(xv)
BlackRock Money Market Portfolio Exhibit 77Q1(e)(xvi)
BlackRock Strategic Value Portfolio Exhibit 77Q1(e)(xvii)
Capital Guardian US Equity Portfolio Exhibit 77Q1(e)(xviii)
▇▇▇▇▇ Venture Value Portfolio Exhibit 77Q1(e)(xix)
FI International Stock Portfolio Exhibit 77Q1(e)(xx)
FI Large Cap Portfolio Exhibit 77Q1(e)(xxi)
FI Mid Cap Opportunities Portfolio Exhibit 77Q1(e)(xxii)
FI Value Leaders Portfolio Exhibit 77Q1(e)(xxiii)
Franklin ▇▇▇▇▇▇▇▇▇ Small Cap Growth Portfolio Exhibit 77Q1(e)(xxiv)
▇▇▇▇▇▇ Oakmark Focused Value Portfolio Exhibit 77Q1(e)(xxv)
▇▇▇▇▇▇ Oakmark Focused Value Portfolio Exhibit 77Q1(e)(xxvi)
▇▇▇▇▇▇ Oakmark Large Cap Value Portfolio Exhibit 77Q1(e)(xxvii)
▇▇▇▇▇▇ Oakmark Large Cap Value Portfolio Exhibit 77Q1(e)(xxviii)
▇▇▇▇▇▇▇▇ Growth Portfolio Exhibit 77Q1(e)(xxix)
▇▇▇▇▇▇ ▇▇▇▇▇▇ Small Cap Portfolio Exhibit 77Q1(e)(xxx)
MFS Total Return Portfolio Exhibit 77Q1(e)(xxxi)
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Mid Cap Value Portfolio Exhibit 77Q1(e)(xxxii)
▇▇▇▇▇▇▇▇▇▇▇ Global Equity Portfolio Exhibit 77Q1(e)(xxxiii)
▇. ▇▇▇▇ Price Small Cap Growth Portfolio Exhibit 77Q1(e)(xxxiv)
▇. ▇▇▇▇ Price Large Cap Growth Portfolio Exhibit 77Q1(e)(xxxv)
Exhibit 77Q1(e)(i)
METROPOLITAN SERIES FUND, INC.
AMENDMENT NO. 2
TO THE
ADVISORY AGREEMENT
(▇▇▇▇▇ VENTURE VALUE PORTFOLIO)
AMENDMENT made this 9th day of November, 2006 to the Advisory Agreement
dated May 1, 2003 (the "Agreement"), by and between Metropolitan Series Fund,
Inc., a Maryland corporation (the "Fund"), with respect to its ▇▇▇▇▇ Venture
Value Portfolio (the "Portfolio"), and MetLife Advisers, LLC, a Delaware
limited liability company (the "Manager"). In consideration of the mutual
covenants contained herein, the parties agree as follows:
1. CHANGE TO COMPENSATION OF THE MANAGER
Pursuant to Paragraph 11 of the Agreement, the compensation of the
Manager referenced in Paragraph 7, which contains the schedule of fees, is
hereby amended as follows:
7. As full compensation for all services rendered, facilities furnished
and expenses borne by the Manager hereunder, the Fund shall pay the Manager
compensation at the annual rate of 0.75% of the first $1 billion of the average
daily net assets of the Portfolio, 0.70% of the next $2 billion of such assets,
and 0.650% of such assets in excess of $3 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 Manger hereby acknowledges
that the Fund's obligation to pay such compensation is binding only on the
assets and property belonging to the Portfolio.
2. ADVISORY AGREEMENT
In all other respects, the Agreement is confirmed and remains in full
force and effect.
3. EFFECTIVE DATE
This Amendment shall become effective as of the date of this Amendment.
IN WITNESS WHEREOF, the parties have executed this Amendment on the day
and year first above written.
METROPOLITAN SERIES FUND, INC., METLIFE ADVISERS, LLC
on behalf of its ▇▇▇▇▇ Venture Value
Portfolio
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
--------------------------------- ---------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Senior Vice President Senior Vice President
Exhibit 77Q1(e)(ii)
METROPOLITAN SERIES FUND, INC.
AMENDMENT NO. 1
TO THE
ADVISORY AGREEMENT
(HARRIS OAKMARK FOCUSED VALUE PORTFOLIO)
AMENDMENT made this 1st day of January, 2007 to the Advisory Agreement dated
August 5, 2003 (the "Agreement"), by and between Metropolitan Series Fund,
Inc., a Maryland corporation (the "Fund"), with respect to its ▇▇▇▇▇▇ Oakmark
Focused Value Portfolio (the "Portfolio"), and MetLife Advisers, LLC, a
Delaware limited liability company (the "Manager"). In consideration of the
mutual covenants contained herein, the parties agree as follows:
1. CHANGE TO COMPENSATION OF THE MANAGER
Pursuant to Paragraph 11 of the Agreement, the fee schedule in the
Appendix of the Agreement, referenced in Paragraph 7, is hereby amended as
follows:
APPENDIX
________
Metropolitan Series Fund Fee Schedule
▇▇▇▇▇▇ Oakmark Focused Value Portfolio
______________________________________
1st $1 billion 0.750%
Next $1.5 billion 0.700%
Next $2.5 billion 0.675%
Excess over $5 billion 0.650%
of the average daily value of the net assets of the Portfolio.
2. ADVISORY AGREEMENT
In all other respects, the Agreement is confirmed and remains in full
force and effect.
3. EFFECTIVE DATE
This Amendment shall become effective as of the date of this Amendment.
IN WITNESS WHEREOF, the parties have executed this Amendment on the day
and year first above written.
METROPOLITAN SERIES FUND, INC., METLIFE ADVISERS, LLC
on behalf of its ▇▇▇▇▇▇ Oakmark
Focused Value Portfolio
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Senior Vice President Senior Vice President
Exhibit 77Q1(e)(iii)
METROPOLITAN SERIES FUND, INC.
AMENDMENT NO. 1
TO THE
ADVISORY AGREEMENT
(▇▇▇▇▇▇ OAKMARK LARGE CAP VALUE PORTFOLIO)
AMENDMENT made this 1st day of January, 2007 to the Advisory Agreement dated
May 1, 2001 (the "Agreement"), by and between Metropolitan Series Fund, Inc., a
Maryland corporation (the "Fund"), and MetLife Advisers, LLC, a Delaware
limited liability company (the "Investment Manager"). In consideration of the
mutual covenants contained herein, the parties agree as follows:
1. CHANGE TO COMPENSATION OF THE MANAGER
Pursuant to Article 8 of the Agreement, the fee schedule in the Appendix
of the Agreement, referenced in Article 3, is hereby amended as follows:
APPENDIX
________
▇▇▇▇▇▇ ASSOCIATES L.P.
Metropolitan Series Fund Fee Schedule
▇▇▇▇▇▇ Oakmark Large Cap Value Portfolio
________________________________________
1st $250 million 0.750%
Next $2.25 billion 0.700%
Next $2.5 billion 0.675%
Excess over $5 billion 0.650%
of the average daily value of the net assets of the Portfolio
2. ADVISORY AGREEMENT
In all other respects, the Agreement is confirmed and remains in full
force and effect.
3. EFFECTIVE DATE
This Amendment shall become effective as of the date of this Amendment.
IN WITNESS WHEREOF, the parties have executed this Amendment on the day
and year first above written.
METROPOLITAN SERIES FUND, INC., METLIFE ADVISERS, LLC
on behalf of its ▇▇▇▇▇▇ Oakmark
Large Cap Value Portfolio
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Senior Vice President Senior Vice President
Exhibit 77Q1(e)(iv)
METROPOLITAN SERIES FUND, INC.
AMENDMENT NO. 1
TO THE
ADVISORY AGREEMENT
(METLIFE AGGRESSIVE ALLOCATION PORTFOLIO)
AMENDMENT made this 9th day of November, 2006 to the Advisory Agreement
dated May 1, 2005 (the "Agreement"), by and between Metropolitan Series Fund,
Inc., a Maryland corporation (the "Fund"), with respect to its MetLife
Aggressive Allocation Portfolio (the "Portfolio"), and MetLife Advisers, LLC, a
Delaware limited liability company (the "Manager"). In consideration of the
mutual covenants contained herein, the parties agree as follows:
1. CHANGE TO COMPENSATION OF THE MANAGER
Pursuant to Paragraph 11 of the Agreement, the compensation of the
Manager referenced in Paragraph 7, which contains the schedule of fees, is
hereby amended as follows:
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 0.100% of the first $500 million of the
Portfolio's average daily net assets, 0.075% on the next $500 million of such
assets and 0.050% of such assets in excess of $1 billion. Such compensation
shall be payable monthly in arrears or at such other intervals, not less
frequently than quarterly, as the Board of Directors of the Fund may from time
to time determine and specify in writing to the Manager. The Manger hereby
acknowledges that the Fund's obligation to pay such compensation is binding
only on the assets and property belonging to the Portfolio.
2. ADVISORY AGREEMENT
In all other respects, the Agreement is confirmed and remains in full
force and effect.
3. EFFECTIVE DATE
This Amendment shall become effective as of the date of this Amendment.
IN WITNESS WHEREOF, the parties have executed this Amendment on the day
and year first above written.
METROPOLITAN SERIES FUND, INC., METLIFE ADVISERS, LLC
on behalf of its MetLife Aggressive
Allocation Portfolio
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Senior Vice President Senior Vice President
Exhibit 77Q1(e)(v)
METROPOLITAN SERIES FUND, INC.
AMENDMENT NO. 1
TO THE
ADVISORY AGREEMENT
(METLIFE CONSERVATIVE ALLOCATION PORTFOLIO)
AMENDMENT made this 9th day of November, 2006 to the Advisory Agreement
dated May 1, 2005 (the "Agreement"), by and between Metropolitan Series Fund,
Inc., a Maryland corporation (the "Fund"), with respect to its MetLife
Conservative Allocation Portfolio (the "Portfolio"), and MetLife Advisers, LLC,
a Delaware limited liability company (the "Manager"). In consideration of the
mutual covenants contained herein, the parties agree as follows:
1. CHANGE TO COMPENSATION OF THE MANAGER
Pursuant to Paragraph 11 of the Agreement, the compensation of the
Manager referenced in Paragraph 7, which contains the schedule of fees, is
hereby amended as follows:
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 0.100% of the first $500 million of the
Portfolio's average daily net assets, 0.075% on the next $500 million of such
assets and 0.050% of such assets in excess of $1 billion. Such compensation
shall be payable monthly in arrears or at such other intervals, not less
frequently than quarterly, as the Board of Directors of the Fund may from time
to time determine and specify in writing to the Manager. The Manger
hereby acknowledges that the Fund's obligation to pay such compensation is
binding only on the assets and property belonging to the Portfolio.
2. ADVISORY AGREEMENT
In all other respects, the Agreement is confirmed and remains in full
force and effect.
3. EFFECTIVE DATE
This Amendment shall become effective as of the date of this Amendment.
IN WITNESS WHEREOF, the parties have executed this Amendment on the day
and year first above written.
METROPOLITAN SERIES FUND, INC., METLIFE ADVISERS, LLC
on behalf of its MetLife
Conservative Allocation Portfolio
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
-------------------------------- -------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Senior Vice President Senior Vice President
Exhibit 77Q1(e)(vi)
METROPOLITAN SERIES FUND, INC.
AMENDMENT NO. 1
TO THE
ADVISORY AGREEMENT
(METLIFE CONSERVATIVE TO MODERATE ALLOCATION PORTFOLIO)
AMENDMENT made this 9th day of November, 2006 to the Advisory Agreement
dated May 1, 2005 (the "Agreement"), by and between Metropolitan Series Fund,
Inc., a Maryland corporation (the "Fund"), with respect to its MetLife
Conservative to Moderate Allocation Portfolio (the "Portfolio"), and MetLife
Advisers, LLC, a Delaware limited liability company (the "Manager"). In
consideration of the mutual covenants contained herein, the parties agree as
follows:
1. CHANGE TO COMPENSATION OF THE MANAGER
Pursuant to Paragraph 11 of the Agreement, the compensation of the
Manager referenced in Paragraph 7, which contains the schedule of fees, is
hereby amended as follows:
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 0.100% of the first $500 million of the
Portfolio's average daily net assets, 0.075% on the next $500 million of such
assets and 0.050% of such assets in excess of $1 billion. Such compensation
shall be payable monthly in arrears or at such other intervals, not less
frequently than quarterly, as the Board of Directors of the Fund may from time
to time determine and specify in writing to the Manager. The Manger hereby
acknowledges that the Fund's obligation to pay such compensation is binding
only on the assets and property belonging to the Portfolio.
2. ADVISORY AGREEMENT
In all other respects, the Agreement is confirmed and remains in full
force and effect.
3. EFFECTIVE DATE
This Amendment shall become effective as of the date of this Amendment.
IN WITNESS WHEREOF, the parties have executed this Amendment on the day
and year first above written.
METROPOLITAN SERIES FUND, INC., METLIFE ADVISERS, LLC
on behalf of its MetLife
Conservative to Moderate
Allocation Portfolio
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
------------------------------ ------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Senior Vice President Senior Vice President
Exhibit 77Q1(e)(vii)
METROPOLITAN SERIES FUND, INC.
AMENDMENT NO. 1
TO THE
ADVISORY AGREEMENT
(METLIFE MODERATE ALLOCATION PORTFOLIO)
AMENDMENT made this 9th day of November, 2006 to the Advisory Agreement
dated May 1, 2005 (the "Agreement"), by and between Metropolitan Series Fund,
Inc., a Maryland corporation (the "Fund"), with respect to its MetLife Moderate
Allocation Portfolio (the "Portfolio"), and MetLife Advisers, LLC, a Delaware
limited liability company (the "Manager"). In consideration of the mutual
covenants contained herein, the parties agree as follows:
1. CHANGE TO COMPENSATION OF THE MANAGER
Pursuant to Paragraph 11 of the Agreement, the compensation of the
Manager referenced in Paragraph 7, which contains the schedule of fees, is
hereby amended as follows:
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 0.100% of the first $500 million of the
Portfolio's average daily net assets, 0.075% on the next $500 million of such
assets and 0.050% of such assets in excess of $1 billion. Such compensation
shall be payable monthly in arrears or at such other intervals, not less
frequently than quarterly, as the Board of Directors of the Fund may from time
to time determine and specify in writing to the Manager. The Manger hereby
acknowledges that the Fund's obligation to pay such compensation is binding
only on the assets and property belonging to the Portfolio.
2. ADVISORY AGREEMENT
In all other respects, the Agreement is confirmed and remains in full
force and effect.
3. EFFECTIVE DATE
This Amendment shall become effective as of the date of this Amendment.
IN WITNESS WHEREOF, the parties have executed this Amendment on the day
and year first above written.
METROPOLITAN SERIES FUND, INC., METLIFE ADVISERS, LLC
on behalf of its MetLife Moderate
Allocation Portfolio
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Senior Vice President Senior Vice President
Exhibit 77Q1(e)(viii)
METROPOLITAN SERIES FUND, INC.
AMENDMENT NO. 1
TO THE
ADVISORY AGREEMENT
(METLIFE MODERATE TO AGGRESSIVE ALLOCATION PORTFOLIO)
AMENDMENT made this 9th day of November, 2006 to the Advisory Agreement
dated May 1, 2005 (the "Agreement"), by and between Metropolitan Series Fund,
Inc., a Maryland corporation (the "Fund"), with respect to its MetLife Moderate
to Aggressive Allocation Portfolio (the "Portfolio"), and MetLife Advisers,
LLC, a Delaware limited liability company (the "Manager"). In consideration of
the mutual covenants contained herein, the parties agree as follows:
1. CHANGE TO COMPENSATION OF THE MANAGER
Pursuant to Paragraph 11 of the Agreement, the compensation of the
Manager referenced in Paragraph 7, which contains the schedule of fees, is
hereby amended as follows:
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 0.100% of the first $500 million of the
Portfolio's average daily net assets, 0.075% on the next $500 million of such
assets and 0.050% of such assets in excess of $1 billion. Such compensation
shall be payable monthly in arrears or at such other intervals, not less
frequently than quarterly, as the Board of Directors of the Fund may from time
to time determine and specify in writing to the Manager. The Manger
hereby acknowledges that the Fund's obligation to pay such compensation is
binding only on the assets and property belonging to the Portfolio.
2. ADVISORY AGREEMENT
In all other respects, the Agreement is confirmed and remains in full
force and effect.
3. EFFECTIVE DATE
This Amendment shall become effective as of the date of this Amendment.
IN WITNESS WHEREOF, the parties have executed this Amendment on the day
and year first above written.
METROPOLITAN SERIES FUND, INC., METLIFE ADVISERS, LLC
on behalf of its MetLife Moderate to
Aggressive Allocation Portfolio
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Senior Vice President Senior Vice President
Exhibit 77Q1(e)(ix)
METROPOLITAN SERIES FUND, INC.
AMENDMENT NO. 1
TO THE
ADVISORY AGREEMENT
(▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ MID CAP VALUE PORTFOLIO)
AMENDMENT made this 9th day of November, 2006 to the Advisory Agreement
dated May 1, 2001 (the "Agreement"), by and between Metropolitan Series Fund,
Inc., a Maryland corporation (the "Fund"), with respect to its ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Mid Cap Value Portfolio (the "Portfolio"), and MetLife Advisers, LLC, a
Delaware limited liability company (the "Manager"). In consideration of the
mutual covenants contained herein, the parties agree as follows:
1. CHANGE TO COMPENSATION OF THE MANAGER
Pursuant to Article 8 of the Agreement, the fee schedule in the Appendix
of the Agreement, referenced in Article 3, is hereby amended as follows:
APPENDIX
________
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ MANAGEMENT INC.
Metropolitan Series Fund Fee Schedule
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Mid Cap Value Portfolio
_________________________________________
1st $1 billion .65%
above $1 billion .60%
of the average daily value of the net assets of the Portfolio.
2. ADVISORY AGREEMENT
In all other respects, the Agreement is confirmed and remains in full
force and effect.
3. EFFECTIVE DATE
This Amendment shall become effective as of the date of this Amendment.
IN WITNESS WHEREOF, the parties have executed this Amendment on the day
and year first above written.
METROPOLITAN SERIES FUND, INC., METLIFE ADVISERS, LLC
on behalf of its ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Mid Cap Value Portfolio
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Senior Vice President Senior Vice President
Exhibit 77Q1(e)(x)
METROPOLITAN SERIES FUND, INC.
AMENDMENT NO. 1
TO THE
SUBADVISORY AGREEMENT
(BLACKROCK AGGRESSIVE GROWTH PORTFOLIO)
AMENDMENT made this 9th day of November, 2006 to the Sub-Advisory
Agreement dated October 2, 2006 (the "Agreement"), by and between MetLife
Advisers, LLC, a Delaware limited liability company (the "Manager"), and
BlackRock Advisors, LLC, a Delaware limited liability company
(the "Subadviser"). In consideration of the mutual covenants contained herein,
the parties agree as follows:
1. ADDITION OF SUBADVISORY SERVICES
Pursuant to Paragraph 10 of the Agreement, the services of the
Subadviser referenced in Paragraph 1 is hereby amended by adding the following:
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.
2. SUB-ADVISORY AGREEMENT
In all other respects, the Agreement is confirmed and remains in full
force and effect.
3. EFFECTIVE DATE
This Amendment shall become effective as of the date of this Amendment.
IN WITNESS WHEREOF, the parties have executed this Amendment on the day and
year first above written.
METLIFE ADVISERS, LLC
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
-----------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Senior Vice President
BLACKROCK ADVISORS, LLC
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------
▇▇▇▇ ▇▇▇▇▇▇▇▇
Managing Director
Exhibit 77Q1(e)(xi)
METROPOLITAN SERIES FUND, INC.
AMENDMENT NO. 2
TO THE
SUBADVISORY AGREEMENT
(BLACKROCK BOND INCOME PORTFOLIO)
AMENDMENT made this 9th day of November, 2006 to the Subadvisory Agreement
dated October 2, 2006 (the "Agreement"), by and between MetLife Advisers, LLC,
a Delaware limited liability company (the "Manager"), and BlackRock Advisors,
LLC, a Delaware limited liability company (the "Subadviser"). In consideration
of the mutual covenants contained herein, the parties agree as follows:
1. ADDITION OF SUBADVISORY SERVICES
Pursuant to Paragraph 10 of the Agreement, the services of the
Subadviser referenced in Paragraph 1 is hereby amended by adding the following:
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.
2. SUB-ADVISORY AGREEMENT
In all other respects, the Agreement is confirmed and remains in full
force and effect.
3. EFFECTIVE DATE
This Amendment shall become effective as of the date of this Amendment.
IN WITNESS WHEREOF, the parties have executed this Amendment on the day and
year first above written.
METLIFE ADVISERS, LLC
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
-----------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Senior Vice President
BLACKROCK ADVISORS, LLC
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------
▇▇▇▇ ▇▇▇▇▇▇▇▇
Managing Director
Exhibit 77Q1(e)(xii)
METROPOLITAN SERIES FUND, INC.
AMENDMENT NO. 1
TO THE
SUBADVISORY AGREEMENT
(BLACKROCK DIVERSIFIED PORTFOLIO)
AMENDMENT made this 9th day of November, 2006 to the Subadvisory Agreement
dated October 2, 2006 (the "Agreement"), by and between MetLife Advisers, LLC,
a Delaware limited liability company (the "Manager"), and BlackRock Advisors,
LLC, a Delaware limited liability company (the "Subadviser"). In consideration
of the mutual covenants contained herein, the parties agree as follows:
1. ADDITION OF SUBADVISORY SERVICES
Pursuant to Paragraph 10 of the Agreement, the services of the
Subadviser referenced in Paragraph 1 is hereby amended by adding the following:
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.
2. SUB-ADVISORY AGREEMENT
In all other respects, the Agreement is confirmed and remains in full
force and effect.
3. EFFECTIVE DATE
This Amendment shall become effective as of the date of this Amendment.
IN WITNESS WHEREOF, the parties have executed this Amendment on the day and
year first above written.
METLIFE ADVISERS, LLC
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
-----------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Senior Vice President
BLACKROCK ADVISORS, LLC
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------
▇▇▇▇ ▇▇▇▇▇▇▇▇
Managing Director
Exhibit 77Q1(e)(xiii)
METROPOLITAN SERIES FUND, INC.
AMENDMENT NO. 1
TO THE
SUBADVISORY AGREEMENT
(BLACKROCK LARGE CAP PORTFOLIO)
AMENDMENT made this 9th day of November, 2006 to the Subadvisory Agreement
dated October 2, 2006 (the "Agreement"), by and between MetLife Advisers, LLC,
a Delaware limited liability company (the "Manager"), and BlackRock Advisors,
LLC, a Delaware limited liability company (the "Subadviser"). In consideration
of the mutual covenants contained herein, the parties agree as follows:
1. ADDITION OF SUBADVISORY SERVICES
Pursuant to Paragraph 10 of the Agreement, the services of the
Subadviser referenced in Paragraph 1 is hereby amended by adding the following:
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.
2. SUB-ADVISORY AGREEMENT
In all other respects, the Agreement is confirmed and remains in full
force and effect.
3. EFFECTIVE DATE
This Amendment shall become effective as of the date of this Amendment.
IN WITNESS WHEREOF, the parties have executed this Amendment on the day and
year first above written.
METLIFE ADVISERS, LLC
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
-----------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Senior Vice President
BLACKROCK ADVISORS, LLC
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------
▇▇▇▇ ▇▇▇▇▇▇▇▇
Managing Director
Exhibit 77Q1(e)(xiv)
METROPOLITAN SERIES FUND, INC.
AMENDMENT NO. 1
TO THE
SUBADVISORY AGREEMENT
(BLACKROCK LARGE CAP VALUE PORTFOLIO)
AMENDMENT made this 9th day of November, 2006 to the Subadvisory Agreement
dated October 2, 2006 (the "Agreement"), by and between MetLife Advisers, LLC,
a Delaware limited liability company (the "Manager"), and BlackRock Advisors,
LLC, a Delaware limited liability company (the "Subadviser"). In consideration
of the mutual covenants contained herein, the parties agree as follows:
1. ADDITION OF SUBADVISORY SERVICES
Pursuant to Paragraph 10 of the Agreement, the services of the
Subadviser referenced in Paragraph 1 is hereby amended by adding the following:
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.
2. SUB-ADVISORY AGREEMENT
In all other respects, the Agreement is confirmed and remains in full
force and effect.
3. EFFECTIVE DATE
This Amendment shall become effective as of the date of this Amendment.
IN WITNESS WHEREOF, the parties have executed this Amendment on the day and
year first above written.
METLIFE ADVISERS, LLC
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
-----------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Senior Vice President
BLACKROCK ADVISORS, LLC
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------
▇▇▇▇ ▇▇▇▇▇▇▇▇
Managing Director
Exhibit 77Q1(e)(xv)
METROPOLITAN SERIES FUND, INC.
AMENDMENT NO. 1
TO THE
SUBADVISORY AGREEMENT
(BLACKROCK LEGACY LARGE CAP PORTFOLIO)
AMENDMENT made this 9th day of November, 2006 to the Subadvisory Agreement
dated October 2, 2006 (the "Agreement"), by and between MetLife Advisers, LLC,
a Delaware limited liability company (the "Manager"), and BlackRock Advisors,
LLC, a Delaware limited liability company (the "Subadviser"). In consideration
of the mutual covenants contained herein, the parties agree as follows:
1. ADDITION OF SUBADVISORY SERVICES
Pursuant to Paragraph 10 of the Agreement, the services of the
Subadviser referenced in Paragraph 1 is hereby amended by adding the following:
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.
2. SUB-ADVISORY AGREEMENT
In all other respects, the Agreement is confirmed and remains in full
force and effect.
3. EFFECTIVE DATE
This Amendment shall become effective as of the date of this Amendment.
IN WITNESS WHEREOF, the parties have executed this Amendment on the day and
year first above written.
METLIFE ADVISERS, LLC
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
-----------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Senior Vice President
BLACKROCK ADVISORS, LLC
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------
▇▇▇▇ ▇▇▇▇▇▇▇▇
Managing Director
Exhibit 77Q1(e)(xvi)
METROPOLITAN SERIES FUND, INC.
AMENDMENT NO. 2
TO THE
SUBADVISORY AGREEMENT
(BLACKROCK MONEY MARKET PORTFOLIO)
AMENDMENT made this 9th day of November, 2006 to the Subadvisory Agreement
dated October 2, 2006 (the "Agreement"), by and between MetLife Advisers, LLC,
a Delaware limited liability company (the "Manager"), and BlackRock Advisors,
LLC, a Delaware limited liability company (the "Subadviser"). In consideration
of the mutual covenants contained herein, the parties agree as follows:
1. ADDITION OF SUBADVISORY SERVICES
Pursuant to Paragraph 10 of the Agreement, the services of the
Subadviser referenced in Paragraph 1 is hereby amended by adding the following:
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.
2. SUB-ADVISORY AGREEMENT
In all other respects, the Agreement is confirmed and remains in full
force and effect.
3. EFFECTIVE DATE
This Amendment shall become effective as of the date of this Amendment.
IN WITNESS WHEREOF, the parties have executed this Amendment on the day and
year first above written.
METLIFE ADVISERS, LLC
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
-----------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Senior Vice President
BLACKROCK ADVISORS, LLC
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------
▇▇▇▇ ▇▇▇▇▇▇▇▇
Managing Director
Exhibit 77Q1(e)(xvii)
METROPOLITAN SERIES FUND, INC.
AMENDMENT NO. 1
TO THE
SUBADVISORY AGREEMENT
(BLACKROCK STRATEGIC VALUE PORTFOLIO)
AMENDMENT made this 9th day of November, 2006 to the Subadvisory Agreement
dated October 2, 2006 (the "Agreement"), by and between MetLife Advisers, LLC,
a Delaware limited liability company (the "Manager"), and BlackRock Advisors,
LLC, a Delaware limited liability company (the "Subadviser"). In consideration
of the mutual covenants contained herein, the parties agree as follows:
1. ADDITION OF SUBADVISORY SERVICES
Pursuant to Paragraph 10 of the Agreement, the services of the
Subadviser referenced in Paragraph 1 is hereby amended by adding the following:
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.
2. SUB-ADVISORY AGREEMENT
In all other respects, the Agreement is confirmed and remains in full
force and effect.
3. EFFECTIVE DATE
This Amendment shall become effective as of the date of this Amendment.
IN WITNESS WHEREOF, the parties have executed this Amendment on the day and
year first above written.
METLIFE ADVISERS, LLC
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
-----------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Senior Vice President
BLACKROCK ADVISORS, LLC
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------
▇▇▇▇ ▇▇▇▇▇▇▇▇
Managing Director
Exhibit 77Q1(e)(xviii)
METROPOLITAN SERIES FUND, INC.
AMENDMENT NO. 1
TO THE
SUBADVISORY AGREEMENT
(CAPITAL GUARDIAN U.S. EQUITY PORTFOLIO)
AMENDMENT made this 28th day of November, 2006 to the Subadvisory Agreement
dated May 1, 2003 (the "Agreement"), by and between MetLife Advisers, LLC, a
Delaware limited liability company (the "Manager"), and Capital Guardian Trust
Company, (the "Subadviser"). In consideration of the mutual covenants contained
herein, the parties agree as follows:
1. ADDITION OF SUBADVISORY SERVICES
Pursuant to Paragraph 13 of the Agreement, the services of the
Subadviser referenced in Paragraph 1 is hereby amended by adding the following:
e. 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.
2. SUB-ADVISORY AGREEMENT
In all other respects, the Agreement is confirmed and remains in full
force and effect.
3. EFFECTIVE DATE
This Amendment shall become effective as of the date of this Amendment.
IN WITNESS WHEREOF, the parties have executed this Amendment on the day and
year first above written.
METLIFE ADVISERS, LLC
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
-----------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Senior Vice President
CAPITAL GUARDIAN TRUST COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Senior Vice President and
Senior Counsel
Exhibit 77Q1(e)(xix)
METROPOLITAN SERIES FUND, INC.
AMENDMENT NO. 2
TO THE
SUBADVISORY AGREEMENT
(▇▇▇▇▇ VENTURE VALUE PORTFOLIO)
AMENDMENT made this 9th day of November, 2006 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. ADDITION OF SUBADVISORY SERVICES
Pursuant to Paragraph 11 of the Agreement, the services of the
Subadviser referenced in Paragraph 1 is hereby amended by adding the following:
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.
2. SUB-ADVISORY AGREEMENT
In all other respects, the Agreement is confirmed and remains in full
force and effect.
3. EFFECTIVE DATE
This Amendment shall become effective as of the date of this Amendment.
IN WITNESS WHEREOF, the parties have executed this Amendment on the day and
year first above written.
METLIFE ADVISERS, LLC
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
-----------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Senior Vice President
▇▇▇▇▇ SELECTED ADVISERS, L.P.
By: ▇▇▇▇▇ Investments, LLC, Inc.,
as General Partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
-----------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Chief Operating Officer
▇▇▇▇▇ SELECTED ADVISERS - NY, INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇
-----------------------------
▇▇▇▇▇▇ ▇▇▇▇
Vice President
Exhibit 77Q1(e)(xx)
METROPOLITAN SERIES FUND, INC.
AMENDMENT NO. 1
TO THE
SUBADVISORY AGREEMENT
(FI INTERNATIONAL STOCK PORTFOLIO)
AMENDMENT made this 9th day of November, 2006 to the Subadvisory Agreement
dated February 5, 2004 (the "Agreement"), by and between MetLife Advisers, LLC,
a Delaware limited liability company (the "Manager"), and Fidelity Management &
Research Company (the "Subadviser"). In consideration of the mutual covenants
contained herein, the parties agree as follows:
1. ADDITION OF SUBADVISORY SERVICES
Pursuant to Paragraph 10 of the Agreement, the services of the
Subadviser referenced in Paragraph 1 is hereby amended by adding the following:
g. 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.
2. SUB-ADVISORY AGREEMENT
In all other respects, the Agreement is confirmed and remains in full
force and effect.
3. EFFECTIVE DATE
This Amendment shall become effective as of the date of this Amendment.
IN WITNESS WHEREOF, the parties have executed this Amendment on the day and
year first above written.
METLIFE ADVISERS, LLC
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
-----------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Senior Vice President
FIDELITY MANAGEMENT & RESEARCH COMPANY
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇
Senior Vice President
Exhibit 77Q1(e)(xxi)
METROPOLITAN SERIES FUND, INC.
AMENDMENT NO. 1
TO THE
SUBADVISORY AGREEMENT
(FI LARGE CAP PORTFOLIO)
AMENDMENT made this 9th day of November, 2006 to the Subadvisory Agreement
dated May 1, 2006 (the "Agreement"), by and between MetLife Advisers, LLC, a
Delaware limited liability company (the "Manager"), and Fidelity Management &
Research Company (the "Subadviser"). In consideration of the mutual covenants
contained herein, the parties agree as follows:
1. ADDITION OF SUBADVISORY SERVICES
Pursuant to Paragraph 10 of the Agreement, the services of the
Subadviser referenced in Paragraph 1 is hereby amended by adding the following:
g. 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.
2. SUB-ADVISORY AGREEMENT
In all other respects, the Agreement is confirmed and remains in full
force and effect.
3. EFFECTIVE DATE
This Amendment shall become effective as of the date of this Amendment.
IN WITNESS WHEREOF, the parties have executed this Amendment on the day and
year first above written.
METLIFE ADVISERS, LLC
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
-----------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Senior Vice President
FIDELITY MANAGEMENT & RESEARCH COMPANY
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇
Senior Vice President
Exhibit 77Q1(e)(xxii)
METROPOLITAN SERIES FUND, INC.
AMENDMENT NO. 1
TO THE
SUBADVISORY AGREEMENT
(FI MID CAP OPPORTUNITIES PORTFOLIO)
AMENDMENT made this 9th day of November, 2006 to the Subadvisory Agreement
dated May 1, 2004 (the "Agreement"), by and between MetLife Advisers, LLC, a
Delaware limited liability company (the "Manager"), and Fidelity Management &
Research Company (the "Subadviser"). In consideration of the mutual covenants
contained herein, the parties agree as follows:
1. ADDITION OF SUBADVISORY SERVICES
Pursuant to Paragraph 10 of the Agreement, the services of the
Subadviser referenced in Paragraph 1 is hereby amended by adding the following:
g. 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.
2. SUB-ADVISORY AGREEMENT
In all other respects, the Agreement is confirmed and remains in full
force and effect.
3. EFFECTIVE DATE
This Amendment shall become effective as of the date of this Amendment.
IN WITNESS WHEREOF, the parties have executed this Amendment on the day and
year first above written.
METLIFE ADVISERS, LLC
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
-----------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Senior Vice President
FIDELITY MANAGEMENT & RESEARCH COMPANY
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇
Senior Vice President
Exhibit 77Q1(e)(xxiii)
METROPOLITAN SERIES FUND, INC.
AMENDMENT NO. 1
TO THE
SUBADVISORY AGREEMENT
(FI VALUE LEADERS PORTFOLIO)
AMENDMENT made this 9th day of November, 2006 to the Subadvisory Agreement
dated May 1, 2003 (the "Agreement"), by and between MetLife Advisers, LLC, a
Delaware limited liability company (the "Manager"), and Fidelity Management &
Research Company (the "Subadviser"). In consideration of the mutual covenants
contained herein, the parties agree as follows:
1. ADDITION OF SUBADVISORY SERVICES
Pursuant to Paragraph 10 of the Agreement, the services of the
Subadviser referenced in Paragraph 1 is hereby amended by adding the following:
g. 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.
2. SUB-ADVISORY AGREEMENT
In all other respects, the Agreement is confirmed and remains in full
force and effect.
3. EFFECTIVE DATE
This Amendment shall become effective as of the date of this Amendment.
IN WITNESS WHEREOF, the parties have executed this Amendment on the day and
year first above written.
METLIFE ADVISERS, LLC
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
-----------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Senior Vice President
FIDELITY MANAGEMENT & RESEARCH COMPANY
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇
Senior Vice President
Exhibit 77Q1(e)(xxiv)
METROPOLITAN SERIES FUND, INC.
AMENDMENT NO. 1
TO THE
SUBADVISORY AGREEMENT
(▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ SMALL CAP GROWTH PORTFOLIO)
AMENDMENT made this 9th day of November, 2006 to the Subadvisory Agreement
dated May 1, 2001 (the "Agreement"), by and between MetLife Advisers, LLC, a
Delaware limited liability company (the "Manager"), and Franklin Advisers,
Inc., a California corporation (the "Subadviser"). In consideration of the
mutual covenants contained herein, the parties agree as follows:
1. ADDITION OF SUBADVISORY SERVICES
Pursuant to Article 5 of the Agreement, the services of the Subadviser
referenced in Article 1 are hereby amended by adding the following:
In accordance with Rule 17a-10 under the 1940 Act and any other
applicable law, the Subadviser shall not consult concerning transactions for
the Portfolio in securities or other assets 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 except that: (i) such consultations are permitted between the
current and successor sub-advisers of the Portfolio in order to effect an
orderly transition of sub-advisory duties so long as such consultations are not
concerning transactions prohibited by Section 17(a) of the 1940 Act; (ii) the
Subadviser may consult with any of its affiliated persons concerning
transactions in securities or other assets; and (iii) the Subadviser may
consult with any of the other covered subadvisers concerning compliance with
paragraphs (a) and (b) of Rule 12d3-1 of the 1940 Act.
2. SUB-ADVISORY AGREEMENT
In all other respects, the Agreement is confirmed and remains in full
force and effect.
3. EFFECTIVE DATE
This Amendment shall become effective as of the date of this Amendment.
IN WITNESS WHEREOF, the parties have executed this Amendment on the day and
year first above written.
METLIFE ADVISERS, LLC
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
-----------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Senior Vice President
▇▇▇▇▇▇▇▇ ADVISERS, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Executive Vice President
Exhibit 77Q1(e)(xxv)
METROPOLITAN SERIES FUND, INC.
AMENDMENT NO. 1
TO THE
SUBADVISORY AGREEMENT
(▇▇▇▇▇▇ OAKMARK FOCUSED VALUE PORTFOLIO)
AMENDMENT made this 9th day of November, 2006 to the Subadvisory Agreement
dated May 1, 2003 (the "Agreement"), by and between MetLife Advisers, LLC, a
Delaware limited liability company (the "Manager"), and ▇▇▇▇▇▇ Associates L.P.,
a Delaware limited partnership (the "Subadviser"). In consideration of the
mutual covenants contained herein, the parties agree as follows:
1. ADDITION OF SUBADVISORY SERVICES
Pursuant to Paragraph 11 of the Agreement, the services of the
Subadviser referenced in Paragraph 1 is hereby amended by adding the following:
e. 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.
2. SUB-ADVISORY AGREEMENT
In all other respects, the Agreement is confirmed and remains in full
force and effect.
3. EFFECTIVE DATE
This Amendment shall become effective as of the date of this Amendment.
IN WITNESS WHEREOF, the parties have executed this Amendment on the day and
year first above written.
METLIFE ADVISERS, LLC
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
-----------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Senior Vice President
▇▇▇▇▇▇ ASSOCIATES L.P.
By: ▇▇▇▇▇▇ Associates, Inc., as
General Partner
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------
▇▇▇▇ ▇. ▇▇▇▇▇
President and CEO
Exhibit 77Q1(e)(xxvi)
METROPOLITAN SERIES FUND, INC.
AMENDMENT NO. 2
TO THE
SUBADVISORY AGREEMENT
(▇▇▇▇▇▇ OAKMARK FOCUSED VALUE PORTFOLIO)
AMENDMENT made this 1st day of January, 2007 to the Subadvisory Agreement
dated May 1, 2003 (the "Agreement"), by and between MetLife Advisers, LLC, a
Delaware limited liability company (the "Manager"), and ▇▇▇▇▇▇ Associates L.P.,
a Delaware limited partnership (the "Subadviser"). In consideration of the
mutual covenants contained herein, the parties agree as follows:
1. CHANGE TO COMPENSATION OF SUB-ADVISER
Pursuant to Paragraph 11 of the Agreement, the compensation of the
Subadviser referenced in Paragraph 7 is hereby amended as follows:
7. 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 0.45% of the first $100 million
of the combined average daily net assets of the Portfolio and the ▇▇▇▇▇▇
Oakmark Large Cap Portfolio of Metropolitan Series Fund, Inc., (the "Combined
Assets") during the Portfolio's then-current fiscal year, 0.40% of the next
$400 million of such Combined Assets, 0.35% of the next $2 billion of such
Combined Assets, 0.325% of the next $2.5 billion of such Combined Assets and
0.30% of such Combined Assets in excess of $5 billion. Such compensation shall
be payable monthly in arrears or at such other intervals, not less frequently
than quarterly, as the Manager is paid by the Portfolio pursuant to the
Advisory Agreement. If the Subadviser shall serve for less than the whole of
any month or other agreed-upon interval, the foregoing compensation shall be
prorated. The Manager may from time to time waive the compensation it is
entitled to receive from the Fund; however, any such waiver will have no effect
on the Manager's obligation to pay the Subadviser the compensation provided for
herein.
2. SUB-ADVISORY AGREEMENT
In all other respects, the Agreement is confirmed and remains in full
force and effect.
3. EFFECTIVE DATE
This Amendment shall become effective as of the date of this Amendment.
IN WITNESS WHEREOF, the parties have executed this Amendment on the day and
year first above written.
METLIFE ADVISERS, LLC
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
-----------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Senior Vice President
▇▇▇▇▇▇ ASSOCIATES L.P.
By: ▇▇▇▇▇▇ Associates, Inc., as
General Partner
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------
▇▇▇▇ ▇. ▇▇▇▇▇
President and CEO
Exhibit 77Q1(e)(xxvii)
METROPOLITAN SERIES FUND, INC.
AMENDMENT NO. 1
TO THE
SUBADVISORY AGREEMENT
(▇▇▇▇▇▇ OAKMARK LARGE CAP VALUE PORTFOLIO)
AMENDMENT made this 9th day of November, 2006 to the Subadvisory Agreement
dated May 1, 2001 (the "Agreement"), by and between MetLife Advisers, LLC, a
Delaware limited liability company (the "Manager"), and ▇▇▇▇▇▇ Associates L.P.,
a Delaware limited partnership (the "Subadviser"). In consideration of the
mutual covenants contained herein, the parties agree as follows:
1. ADDITION OF SUBADVISORY SERVICES
Pursuant to Article 5 of the Agreement, the services of the Subadviser
referenced in Article 1 is hereby amended by adding the following:
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.
2. SUB-ADVISORY AGREEMENT
In all other respects, the Agreement is confirmed and remains in full
force and effect.
3. EFFECTIVE DATE
This Amendment shall become effective as of the date of this Amendment.
IN WITNESS WHEREOF, the parties have executed this Amendment on the day and
year first above written.
METLIFE ADVISERS, LLC
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
-----------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Senior Vice President
▇▇▇▇▇▇ ASSOCIATES L.P.
By: ▇▇▇▇▇▇ Associates, Inc., as
General Partner
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------
▇▇▇▇ ▇. ▇▇▇▇▇
President and CEO
Exhibit 77Q1(e)(xxviii)
METROPOLITAN SERIES FUND, INC.
AMENDMENT NO. 2
TO THE
SUBADVISORY AGREEMENT
(▇▇▇▇▇▇ OAKMARK LARGE CAP VALUE PORTFOLIO)
AMENDMENT made this 1st day of January, 2007 to the Subadvisory Agreement
dated May 1, 2001 (the "Agreement"), by and between MetLife Advisers, LLC, a
Delaware limited liability company (the "Manager"), and ▇▇▇▇▇▇ Associates L.P.,
a Delaware limited partnership (the "Subadviser"). In consideration of the
mutual covenants contained herein, the parties agree as follows:
1. CHANGE TO COMPENSATION OF SUB-ADVISER
Pursuant to Article 5 of the Agreement, the fee schedule in the Appendix
of the Agreement, referenced in Article 2, is hereby amended as follows:
APPENDIX
________
▇▇▇▇▇▇ ASSOCIATES L.P.
Metropolitan Series Fund Fee Schedule
▇▇▇▇▇▇ Oakmark Large Cap Value Portfolio
________________________________________
0.450% on the first $100 million
0.400% on the next $400 million
0.350% on the next $2 billion
0.325% on the next $2.5 billion
0.300% over $5 billion
of the combined average daily value of the net assets of the
Portfolio and the ▇▇▇▇▇▇ Oakmark Focused Value Portfolio of
Metropolitan Series Fund, Inc.
2. SUB-ADVISORY AGREEMENT
In all other respects, the Agreement is confirmed and remains in full
force and effect.
3. EFFECTIVE DATE
This Amendment shall become effective as of the date of this Amendment.
IN WITNESS WHEREOF, the parties have executed this Amendment on the day and
year first above written.
METLIFE ADVISERS, LLC
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
-----------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Senior Vice President
▇▇▇▇▇▇ ASSOCIATES L.P.
By: ▇▇▇▇▇▇ Associates, Inc., as
General Partner
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------
▇▇▇▇ ▇. ▇▇▇▇▇
President and CEO
Exhibit 77Q1(e)(xxix)
METROPOLITAN SERIES FUND, INC.
AMENDMENT NO. 1
TO THE
SUBADVISORY AGREEMENT
(▇▇▇▇▇▇▇▇ GROWTH PORTFOLIO)
AMENDMENT made this 9th day of November, 2006 to the Subadvisory Agreement
dated May 1, 2003 (the "Agreement"), by and between MetLife Advisers, LLC, a
Delaware limited liability company (the "Manager"), and ▇▇▇▇▇▇▇▇ Associates
LLC, a Delaware limited liability company (the "Subadviser"). In consideration
of the mutual covenants contained herein, the parties agree as follows:
1. ADDITION OF SUBADVISORY SERVICES
Pursuant to Paragraph 10 of the Agreement, the services of the
Subadviser referenced in Paragraph 1 is hereby amended by adding the following:
e. 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.
2. SUB-ADVISORY AGREEMENT
In all other respects, the Agreement is confirmed and remains in full
force and effect.
3. EFFECTIVE DATE
This Amendment shall become effective as of the date of this Amendment.
IN WITNESS WHEREOF, the parties have executed this Amendment on the day and
year first above written.
METLIFE ADVISERS, LLC
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
-----------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Senior Vice President
▇▇▇▇▇▇▇▇ ASSOCIATES LLC
By: /s/
-----------------------------
Exhibit 77Q1(e)(xxx)
METROPOLITAN SERIES FUND, INC.
AMENDMENT NO. 1
TO THE
SUBADVISORY AGREEMENT
(▇▇▇▇▇▇ ▇▇▇▇▇▇ SMALL CAP PORTFOLIO)
AMENDMENT made this 9th day of November, 2006 to the Subadvisory Agreement
dated May 1, 2003 (the "Agreement"), by and between MetLife Advisers, LLC, a
Delaware limited liability company (the "Manager"), and ▇▇▇▇▇▇ ▇▇▇▇▇▇ &
Company, L.P., a limited partnership (the "Subadviser"). In consideration of
the mutual covenants contained herein, the parties agree as follows:
1. ADDITION OF SUBADVISORY SERVICES
Pursuant to Paragraph 10 of the Agreement, the services of the
Subadviser referenced in Paragraph 1 is hereby amended by adding the following:
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.
2. SUB-ADVISORY AGREEMENT
In all other respects, the Agreement is confirmed and remains in full
force and effect.
3. EFFECTIVE DATE
This Amendment shall become effective as of the date of this Amendment.
IN WITNESS WHEREOF, the parties have executed this Amendment on the day and
year first above written.
METLIFE ADVISERS, LLC
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
-----------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Senior Vice President
▇▇▇▇▇▇, ▇▇▇▇▇▇ & COMPANY, L.P.
By: ▇▇▇▇▇▇, ▇▇▇▇▇▇ & Company,
Inc., as General
Partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Vice President
Exhibit 77Q1(e)(xxxi)
METROPOLITAN SERIES FUND, INC.
AMENDMENT NO. 2
TO THE
SUBADVISORY AGREEMENT
(MFS TOTAL RETURN PORTFOLIO)
AMENDMENT made this 9th day of November, 2006 to the Subadvisory Agreement
dated May 1, 2003 (the "Agreement"), by and between MetLife Advisers, LLC, a
Delaware limited liability company (the "Manager"), and Massachusetts Financial
Services Company, a Delaware corporation (the "Subadviser"). In consideration
of the mutual covenants contained herein, the parties agree as follows:
1. ADDITION OF SUBADVISORY SERVICES
Pursuant to Paragraph 11 of the Agreement, the services of the
Subadviser referenced in Paragraph 1 is hereby amended by adding the following:
h. 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.
2. SUB-ADVISORY AGREEMENT
In all other respects, the Agreement is confirmed and remains in full
force and effect.
3. EFFECTIVE DATE
This Amendment shall become effective as of the date of this Amendment.
IN WITNESS WHEREOF, the parties have executed this Amendment on the day
and year first above written.
METLIFE ADVISERS, LLC
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
-----------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Senior Vice President
MASSACHUSETTS FINANCIAL SERVICES COMPANY
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
President and CEO
Exhibit 77Q1(e)(xxxii)
METROPOLITAN SERIES FUND, INC.
AMENDMENT NO. 1
TO THE
SUBADVISORY AGREEMENT
(▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ MID CAP VALUE PORTFOLIO)
AMENDMENT made this 9th day of November, 2006 to the Subadvisory Agreement
dated October 31, 2003 (the "Agreement"), by and between MetLife Advisers, LLC,
a Delaware limited liability company (the "Manager"), and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Management Inc., a New York corporation (the "Subadviser"). In consideration of
the mutual covenants contained herein, the parties agree as follows:
1. ADDITION OF SUBADVISORY SERVICES
Pursuant to Article 5 of the Agreement, the services of the Subadviser
referenced in Article 1 is hereby amended by adding the following:
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.
2. CHANGE TO COMPENSATION OF SUB-ADVISER
Pursuant to Article 5 of the Agreement, the fee schedule in the Appendix
of the Agreement, referenced in Article 2, is hereby amended as follows:
APPENDIX
________
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ MANAGEMENT INC.
Metropolitan Series Fund Fee Schedule
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Mid Cap Value Portfolio
________________________________________
1st $1 billion .40%
over $1 billion .35%
of the average daily value of the net assets of the Portfolio.
3. SUB-ADVISORY AGREEMENT
In all other respects, the Agreement is confirmed and remains in full
force and effect.
4. EFFECTIVE DATE
This Amendment shall become effective as of the date of this Amendment.
IN WITNESS WHEREOF, the parties have executed this Amendment on the day and
year first above written.
METLIFE ADVISERS, LLC
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
-----------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Senior Vice President
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ MANAGEMENT INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
President
Exhibit 77Q1(e)(xxxiii)
METROPOLITAN SERIES FUND, INC.
AMENDMENT NO. 1
TO THE
SUB-INVESTMENT MANAGEMENT AGREEMENT
(▇▇▇▇▇▇▇▇▇▇▇ GLOBAL EQUITY PORTFOLIO)
This AMENDMENT NO. 1 is made as of this 9th day of November, 2006 to the
Sub-Investment Management Agreement dated May 1, 2005 (the "Agreement"), by and
among Metropolitan Series Fund, Inc., a Maryland Corporation, (the "Fund"),
MetLife Advisers, LLC, a Delaware limited liability company (the "Investment
Manager"), and OppenheimerFunds, Inc., a Colorado corporation
(the "Sub-Investment Manager"). All terms used herein and not defined shall
have the meanings ascribed to them in the Agreement. In consideration of the
mutual covenants contained herein, the parties agree as follows:
1. ADDITION OF SUBADVISORY SERVICES
Pursuant to Paragraph 10 of the Agreement, the services of the
Sub-Investment Manager referenced in Paragraph 1 is hereby amended by adding
the following:
k. In accordance with Rule 17a-10 under the 1940 Act and any other
applicable law, the Sub-Investment Manager 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 Investment 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.
2. SUB-ADVISORY AGREEMENT
In all other respects, the Agreement is confirmed and remains in full
force and effect.
3. EFFECTIVE DATE
This Amendment No. 1 shall become effective as of the date of this
Amendment.
IN WITNESS WHEREOF, the parties have executed this Amendment on the day and
year first above written.
METLIFE ADVISERS, LLC
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
-----------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Senior Vice President
OPPENHEIMERFUNDS, INC.
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Vice President
Exhibit 77Q1(e)(xxxiv)
METROPOLITAN SERIES FUND, INC.
AMENDMENT NO. 3
TO THE
SUBADVISORY AGREEMENT
(▇. ▇▇▇▇ PRICE LARGE CAP GROWTH PORTFOLIO)
AMENDMENT made this 9th day of November, 2006 to the Subadvisory Agreement
dated May 1, 2001 (the "Agreement"), by and between MetLife Advisers, LLC, a
Delaware limited liability company (the "Manager"), and ▇. ▇▇▇▇ Price
Associates, Inc., a Maryland corporation (the "Subadviser"). In consideration
of the mutual covenants contained herein, the parties agree as follows:
1. ADDITION OF SUBADVISORY SERVICES
Pursuant to Article 5 of the Agreement, the services of the Subadviser
referenced in Article 1 is hereby amended by adding the following:
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.
2. SUB-ADVISORY AGREEMENT
In all other respects, the Agreement is confirmed and remains in full
force and effect.
3. EFFECTIVE DATE
This Amendment shall become effective as of the date of this Amendment.
IN WITNESS WHEREOF, the parties have executed this Amendment on the day and
year first above written.
METLIFE ADVISERS, LLC
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
-----------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Senior Vice President
▇. ▇▇▇▇ PRICE ASSOCIATES, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President
Exhibit 77Q1(e)(xxxv)
METROPOLITAN SERIES FUND, INC.
AMENDMENT NO. 1
TO THE
SUBADVISORY AGREEMENT
(▇. ▇▇▇▇ PRICE SMALL CAP GROWTH PORTFOLIO)
AMENDMENT made this 9th day of November, 2006 to the Subadvisory Agreement
dated May 1, 2001 (the "Agreement"), by and between MetLife Advisers, LLC, a
Delaware limited liability company (the "Manager"), and ▇. ▇▇▇▇ Price
Associates, Inc., a Maryland corporation (the "Subadviser"). In consideration
of the mutual covenants contained herein, the parties agree as follows:
1. ADDITION OF SUBADVISORY SERVICES
Pursuant to Article 5 of the Agreement, the services of the Subadviser
referenced in Article 1 is hereby amended by adding the following:
(1.) 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.
2. SUB-ADVISORY AGREEMENT
In all other respects, the Agreement is confirmed and remains in full
force and effect.
3. EFFECTIVE DATE
This Amendment shall become effective as of the date of this Amendment.
IN WITNESS WHEREOF, the parties have executed this Amendment on the day and
year first above written.
METLIFE ADVISERS, LLC
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
-----------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Senior Vice President
▇. ▇▇▇▇ PRICE ASSOCIATES, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President
