METROPOLITAN SERIES FUND, INC.
SUBADVISORY AGREEMENT
(FI Mid Cap Opportunities Portfolio)
This Subadvisory Agreement (this "Agreement") is entered into as of May
1, 2004 by and between MetLife Advisers, LLC, a Delaware limited liability
company (the "Manager"), Metropolitan Series Fund, Inc. (the "Fund") and
Fidelity Management & Research Company (the "Subadviser").
WHEREAS, the Manager has entered into an Advisory Agreement dated May
1, 2001 (the "Advisory Agreement") with the Fund pursuant to which the Manager
provides portfolio management and administrative services to the FI Mid Cap
Opportunities Portfolio of the Fund (the "Portfolio");
WHEREAS, the Advisory Agreement provides that the Manager may delegate
any or all of its portfolio management responsibilities under the Advisory
Agreement to one or more subadvisers;
WHEREAS, the Manager desires to retain the Subadviser to render
portfolio management services in the manner and on the terms set forth in this
Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth in this Agreement, the Manager and the Subadviser agree as follows:
1. Subadvisory Services.
a. The Subadviser shall, subject to the supervision of the
Manager and in cooperation with the Manager, as administrator,
or with any other administrator appointed by the Manager (the
"Administrator"), manage the investment and reinvestment of the
assets of the Portfolio. Subject to the provisions of
subparagraph (b) of this Section 1, the Subadviser agrees to
invest and reinvest the assets of the Portfolio in conformity
with (1) the investment objective, policies and restrictions of
the Portfolio set forth in the Fund's prospectus and statement
of additional information, as revised or supplemented from time
to time, relating to the Portfolio (the "Prospectus"), as
provided to the Subadviser, (2) any additional policies or
guidelines established by the Manager or by the Fund's
directors that have been furnished in writing to the
Subadviser, and (3) the provisions of the Internal Revenue
Code, as amended (the "Code") applicable to "regulated
investment companies" (as defined in Section 851 of the Code)
and "segregated asset accounts" (as defined in Section 817 of
the Code), from time to time in effect (collectively, the
"Policies"), and with all applicable provisions of law,
including without limitation all applicable provisions of the
Investment Company Act of 1940 (the "1940 Act"), the rules and
regulations thereunder and the interpretive opinions thereof of
the staff of the Securities and Exchange Commission ("SEC")
("SEC Positions"); provided, however, that the Manager agrees
to inform the Subadviser of any and all applicable state
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insurance law restrictions that operate to limit or restrict
the investments the Portfolio might otherwise make ("Insurance
Restrictions"), and to inform the Subadviser promptly of any
changes in such Insurance Restrictions. In advising the
Portfolio, the Subadviser shall use reasonable efforts to
comply with Subchapters L and M of the Internal Revenue Code of
1986, as amended (the "Code"). Subject to the foregoing, the
Subadviser is authorized, in its discretion and without prior
consultation with the Manager, to buy, sell, lend and otherwise
trade in any stocks, bonds and other securities and investment
instruments on behalf of the Portfolio, without regard to the
length of time the securities have been held and the resulting
rate of portfolio turnover or any tax considerations; and the
majority or the whole of the Portfolio may be invested in such
proportions of stocks, bonds, other securities or investment
instruments, or cash, as the Subadviser shall determine.
b. Notwithstanding anything to the contrary herein, the
Manager acknowledges that Subadviser is not the compliance
agent for the Fund or for the Manager, and does not have
access to all of the Fund's books and records necessary to
perform certain compliance testing. The Subadviser's agreement
to perform the services specified in this Section hereof in
accordance with applicable law (including sub-chapters L and M
of the Code, and the 1940 Act, as amended ("Applicable Law"))
and any additional policies or guidelines established by the
Manager or by the Fund's directors that have been furnished in
writing to the Subadviser (collectively, the "Charter
Requirements"), is subject to the understanding that the
Subadviser shall perform such services based upon its books
and records with respect to the Portfolio, which comprise a
portion of the Portfolio's books and records, and shall not be
held responsible under this Agreement so long as it performs
such services in accordance with this Agreement, the Charter
Requirements and Applicable Law based upon such books and
records.
c. The Subadviser shall furnish the Manager and the
Administrator with quarterly and/or annual reports concerning
portfolio transactions and the investment performance of the
Portfolio in such form as may be mutually agreed upon, and
agrees to review the Portfolio and discuss the management of
the Portfolio with representatives or agents of the Manager,
the Administrator or the Fund at their reasonable request. The
Subadviser shall make a senior portfolio manager of the
Portfolio or an appropriate investment professional available
for presentations to the Directors at a meeting of the Board
of Directors annually, as well as other meetings as may
reasonably be requested. The Subadviser shall permit all books
and records with respect to the Portfolio to be inspected and
audited by the Manager and the Administrator at all reasonable
times during normal business hours, upon reasonable prior
written notice. The Subadviser shall furnish the Manager
(which may also provide it to the Fund's Board of Directors)
with copies of all material comments relating to the Portfolio
received from the SEC following routine or special SEC
examinations or inspections.
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d. Upon request of Fund's Manager and/or Fund, the Subadviser
shall provide assistance in connection with the determination
of the fair value of securities in the Portfolio for which
market quotations are not readily available and the parties to
this Agreement agree that the Subadviser shall not bear
responsibility or liability for the determination or accuracy
of the valuation of any portfolio securities and other assets
of the Portfolio.
e. The Subadviser shall provide to the Manager a copy of the
Subadviser's Form ADV as filed with the SEC and any amendments
or restatements thereof in the future and a list of the
persons whom the Subadviser wishes to have authorized to give
written and/or oral instructions to custodians of assets of
the Portfolio.
f. Unless the Manager gives the Subadviser written
instructions to the contrary 30 days in advance, the
Subadviser shall use its good faith judgment in a manner which
it reasonably believes best serves the interest of the
Portfolio's shareholders to vote or abstain from voting all
proxies solicited by or with respect to the issuers of
securities in which assets of the Portfolio are invested. The
Manager shall instruct the Fund's custodian, the
Administrator, and other parties providing services to the
Portfolio to promptly forward misdirected proxy materials to
the Subadviser. The Subadviser shall provide the Fund in a
timely manner with such records of its proxy voting on behalf
of the Portfolio for the Portfolio as necessary for the Fund
to comply with the requirements of Form N-PX, or any successor
law, rule, regulation, or SEC Position.
2. Obligations of the Manager.
a. The Manager shall provide (or cause the Fund's custodian to
provide) information to the Subadviser in a timely manner
regarding such matters as the composition of assets in the
Portfolio, cash requirements and cash available for investment
in the Portfolio, and all other information as may be
reasonably necessary for the Subadviser to perform its
responsibilities hereunder.
b. The Manager has furnished the Subadviser a copy of all
Registration Statements and Amendments thereto, including the
Prospectus and Statement of Additional Information, and agrees
during the continuance of this Agreement to furnish the
Subadviser copies of any revisions or supplements thereto
within a reasonable time period before the time the revisions
or supplements become effective. The Manager agrees to furnish
the Subadviser with relevant sections of minutes of meetings
of the Directors of the Fund applicable to the Portfolio to
the extent they may affect the duties of the Subadviser, and
with copies of any financial statements or reports of the Fund
with respect to the Portfolio to its shareholders, and any
further materials or information which the Subadviser may
reasonably request to enable it to perform its functions under
this Agreement, including, but not limited to, timely
information relating to any Insurance Restrictions and SEC
exemptive orders relating to the Portfolio.
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c. The Manager shall provide to the Subadviser a copy of the
Manager's Form ADV as filed with the SEC and any amendments or
restatements thereof in the future.
d. The Fund and the Manager will furnish to the Subadviser
such information relating to either of them or the business
affairs of the Fund as the Subadviser shall from time to time
request in order to discharge its obligations hereunder.
3. Custodian. The Manager shall provide the Subadviser with a
copy of the Portfolio's agreement with the custodian
designated to hold the assets of the Portfolio (the
"Custodian") and any modifications thereto (the "Custody
Agreement"). The assets of the Portfolio shall be maintained
in the custody of the Custodian identified in, and in
accordance with the terms and conditions of, the Custody
Agreement (or any sub-custodian properly appointed as provided
in the Custody Agreement). The Subadviser shall provide timely
instructions directly to the Custodian, in the manner and form
agreed upon by the Manager, the Subadviser and the Custodian,
as necessary to effect the investment and reinvestment of the
Portfolio's assets. The Subadviser shall have no liability for
the acts or omissions of the Custodian.
4. Expenses. Except for expenses specifically assumed or agreed
to be paid by the Subadviser pursuant hereto, the Subadviser
shall not be liable for any expenses of the Manager or the
Fund including, without limitation, (a) interest and taxes,
(b) brokerage commissions and other costs in connection with
the purchase or sale of securities or other investment
instruments with respect to the Portfolio, and (c) Custodian
fees and expenses. The Subadviser will pay its own expenses
incurred in furnishing the services to be provided by it
pursuant to this Agreement.
5. Purchase and Sale of Assets. The Subadviser shall place all
orders for the purchase and sale of securities for the
Portfolio with brokers or dealers selected by the Subadviser,
which may include brokers or dealers affiliated with the
Subadviser, provided such orders comply with Section 17 and
Rule 17e-1 (or any successor or other relevant regulations)
under the 1940 Act in all respects. To the extent consistent
with applicable law and then-current SEC Positions, purchase
or sell orders for the Portfolio may be aggregated with
contemporaneous purchase or sell orders of other clients of
the Subadviser. The Subadviser agrees that, in executing
portfolio transactions and selecting brokers or dealers, if
any, it shall use its best efforts to seek on behalf of the
Portfolio the best overall terms available. In assessing the
best overall terms available for any transaction, the
Subadviser shall consider all factors it deems relevant,
including the breadth of the market in and the price of the
security, the financial condition and execution capability of
the broker or dealer, and the reasonableness of the
commission, if any, with respect to the specific transaction
and on a continuing basis. In evaluating the best overall
terms available, and in selecting the broker or dealer, if
any, to execute a particular transaction, Subadviser may also
consider the brokerage and research services (as those terms
are defined in Section 28(e) of the Securities Exchange Act of
1934, as amended ("1934 Act")) provided to the Subadviser with
respect to the Portfolio and/or other accounts over which the
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Subadviser exercises investment discretion. The Subadviser
may, in its discretion, agree to pay a broker or dealer that
furnishes such brokerage or research services a higher
commission than that which might have been charged by another
broker-dealer for effecting the same transactions, if the
Subadviser determines in good faith that such commission is
reasonable in relation to the brokerage and research services
provided by the broker or dealer, viewed in terms of either
that particular transaction or the overall responsibilities of
the Subadviser with respect to the accounts as to which it
exercises investment discretion (as such term is defined in
Section 3(a)(35) of the 1934 Act).
6. Compensation of the Subadviser. As full compensation for all
services rendered, facilities furnished and expenses borne by
the Subadviser hereunder, the Manager shall pay the Subadviser
compensation at the following rate, based on the average daily
net assets of the Portfolio determined at the close of the New
York Stock Exchange on each day the exchange is open for
trading: at the annual rate of 0.50% of the first $250 million
of the average daily net assets of the Portfolio, 0.45% of the
next $250 million of such assets, 0.40 of the next $500
million of such assets and 0.35% of such assets in excess of
$1 billion. Such compensation shall be payable monthly in
arrears or at such other intervals, not less frequently than
quarterly, as the Manager is paid by the Portfolio pursuant to
the Advisory Agreement. If the Subadviser shall serve for less
than the whole of any month or other agreed-upon interval, the
foregoing compensation shall be prorated. The Manager may from
time to time waive the compensation it is entitled to receive
from the Fund; however, any such waiver will have no effect on
the Manager's obligation to pay the Subadviser the
compensation provided for herein. The Manager shall pay the
Subadviser not later than the tenth (10) business day
immediately following the end of the relevant payment period.
7. Non-Exclusivity. The Manager and the Fund agree that the
services of the Subadviser are not to be deemed exclusive and
that the Subadviser and its affiliates are free to act as
investment manager and provide other services to various
investment companies and other managed accounts. This
Agreement shall not in any way limit or restrict the
Subadviser or any of its directors, officers, employees or
agents from buying, selling or trading any securities or other
investment instruments for its or their own account or for the
account of others for whom it or they may be acting, provided
that such activities do not adversely affect or otherwise
impair the performance by the Subadviser of its duties and
obligations under this Agreement. The Manager and the Fund
recognize and agree that the Subadviser may provide advice to
or take action with respect to other clients, which advice or
action, including the timing and nature of such action, may
differ from or be identical to advice given or action taken
with respect to the Portfolio. The Subadviser shall for all
purposes hereof be deemed to be an independent contractor and
shall, unless otherwise provided or authorized, have no
authority to act for or represent the Fund or the Manager, in
any way or otherwise be deemed an agent of the Fund or the
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Manager except in connection with the portfolio management
services provided by the Subadviser hereunder.
8. Liability and Indemnification. Except as may otherwise be
provided by the 1940 Act or other federal securities laws,
neither the Subadviser nor any of its officers, partners,
directors, employees, affiliates or agents (the "Indemnified
Parties") shall be subject to any liability to the Manager,
the Fund, the Portfolio or any shareholder of the Portfolio
for any error of judgment, or any loss, liability, cost,
damage or expense (including reasonable attorneys fees and
costs) arising out of any investment or other act or omission
in the course of, connected with, or arising out of any
service to be rendered under this Agreement, except by reason
of willful misfeasance, bad faith or gross negligence in the
performance of any Indemnified Party's duties or by reason of
reckless disregard by any Indemnified Party of its obligations
and duties. The Manager and the Fund hold harmless and
indemnify any Indemnified Party for any loss, liability, cost,
damage or expense (including reasonable attorneys fees and
costs) arising (i) from any claim or demand by any past or
present shareholder of the Portfolio that is not based upon
the obligations of the Subadviser with respect to the
Portfolio under this Agreement or (ii) resulting from the
failure of the Manager to inform the Subadviser of any
applicable Insurance Restrictions or any changes therein or of
any policies and guidelines as established by the Manager or
the Directors. The Manager and the Fund acknowledge and agree
that the Subadviser makes no representation or warranty,
express or implied, that any level of performance or
investment results will be achieved by the Portfolio or that
the Portfolio will perform comparably with any standard or
index, including other clients of the Subadviser, whether
public or private.
9. Effective Date and Termination. This Agreement shall become
effective as of the date of its execution, and
a. unless otherwise terminated, this Agreement shall continue
in effect for two years from the date of execution, and from
year to year thereafter so long as such continuance is
specifically approved at least annually (i) by the Board of
Directors of the Fund or by vote of a majority of the
outstanding voting securities of the Portfolio, and (ii) by
vote of a majority of the directors of the Fund who are not
interested persons of the Fund, the Manager or the Subadviser,
cast in person at a meeting called for the purpose of voting
on such approval;
b. this Agreement may at any time be terminated on sixty days'
written notice to the Subadviser either by vote of the Board
of Directors of the Fund or by vote of a majority of the
outstanding voting securities of the Portfolio;
c. this Agreement shall automatically terminate in the event
of its assignment or upon the termination of the Advisory
Agreement;
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d. this Agreement may be terminated by the Subadviser on sixty
days' written notice to the Manager and the Fund, or by the
Manager on sixty days' written notice to the Subadviser, and
termination of this Agreement pursuant to this Section 9 shall
be without the payment of any penalty. In the event of
termination of this Agreement, all compensation due to the
Subadviser through the date of termination will be calculated
on a pro rata basis through the date of termination and paid
on the first business day after the next succeeding month end.
10. Amendment. This Agreement may be amended at any time by mutual
consent of the Manager and the Subadviser, provided that, if
required by law (as may be modified by any exemptions received
by the Manager from the SEC, or any rules or regulations
adopted by, or interpretative releases of, the SEC), such
amendment shall also have been approved by vote of a majority
of the outstanding voting securities of the Portfolio and by
vote of a majority of the directors of the Fund who are not
interested persons of the Fund, the Manager or the Subadviser,
cast in person at a meeting called for the purpose of voting
on such approval.
11. Certain Definitions. For the purpose of this Agreement, the
terms "vote of a majority of the outstanding voting
securities," "interested person," "affiliated person" and
"assignment" shall have their respective meanings defined in
the 1940 Act, subject, however, to such exemptions as may be
granted by the SEC under the 1940 Act.
12. Confidentiality. All information furnished by the Manager and
the Fund to the Subadviser or by the Subadviser to the Manager
or the Fund (including their respective agents, employees and
representatives) hereunder shall be treated as confidential
and shall not be disclosed to third parties, except if it is
otherwise in the public domain or, with notice to the other
party, as may be necessary to comply with applicable laws,
rules, regulations, subpoenas or court orders. Without
limiting the foregoing, Manager and the Fund acknowledge that
the securities holdings of the Portfolio(s) constitute
information of value to the Subadviser, and agrees (1) not to
use for any purpose, other than for Manager or the Fund, or
their agents, to supervise or monitor the Subadviser, the
holdings or trade-related information of the Fund; and (2) not
to disclose the Portfolio(s)' holdings, except: (a) as
required by applicable law or regulation; (b) as required by
state or federal regulatory authorities; (c) to the Board,
counsel to the Board, counsel to the Fund, the Administrator
or any sub-administrator, the independent accountants and any
other agent of the Fund; or (d) as otherwise agreed to by the
parties in writing. Further, Manager and the Fund agree that
information supplied by the Subadviser, including approved
lists, internal procedures, compliance procedures and any
board materials, is valuable to the Subadviser, and Manager
and the Fund agree not to disclose any of the information
contained in such materials, except: (i) as required by
applicable law or regulation; (ii) as required by state or
federal regulatory authorities; (iii) to the Board, counsel to
the Board, counsel to the Fund, the Administrator or any
sub-administrator, the
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independent accountants and any other agent of the Fund; or
(iv) as otherwise agreed to by the parties in writing.
13. General.
a. The Subadviser may perform its services through any
employee, officer or agent of the Subadviser, and the Manager
and the Fund shall not be entitled to the advice,
recommendation or judgment of any specific person; provided,
however, that the Subadviser shall promptly notify the Manager
and the Fund of any change in the persons identified in the
Prospectus of the Portfolio as performing the portfolio
management duties described therein.
b. The Subadviser may, at its own expense, delegate any or all
of its duties and responsibilities under this Agreement to its
wholly-owned subsidiary, FMR Co., Inc., provided that the
Subadviser remains responsible to the Manager and the Fund for
the performance of all of its responsibilities and duties
hereunder. The Subadviser will compensate FMR Co., Inc. for
its services to the Fund. Subject to prior notice to the
Manager, the Subadviser may terminate the services of FMR Co.,
Inc. for the Portfolio and shall, at such time, assume the
responsibilities of FMR Co., Inc. with respect to the Fund.
c. The Subadviser may, at its own expense, delegate any or all
of its duties and responsibilities under this Agreement to FMR
Co., Inc., a wholly-owned subsidiary of the Subadviser, (the
"Sub-Subadviser") provided that the Subadviser remains
responsible to the Manager and the Fund for the performance of
all of its responsibilities and duties hereunder. The
Subadviser will compensate the Sub-Subadviser for its services
to the Fund. Subject to prior notice to the Manager, the
Subadviser may terminate the services of the Sub-Subadviser
for the Portfolio and shall, at such time, assume the
responsibilities of the Sub-Subadviser with respect to the
Fund.
d. During the term of this Agreement, Manager shall furnish to
the Subadviser at its principal office all prospectuses, proxy
statements, reports to shareholders, sales literature or other
material prepared for distribution to shareholders of the Fund
or the public, which refer to the Subadviser or its clients in
any way, prior to the use thereof, and Manager shall not use
any such materials if the Subadviser reasonably objects in
writing in ten (10) days (or such other time as may be
mutually agreed, which would include longer time periods for
review of the Fund's prospectus and other parts of the
registration statement) after receipt thereof.
d. If any term or provision of this Agreement or the
application thereof to any person or circumstances is held to
be invalid or unenforceable to any extent, the remainder of
this Agreement or the application of such provision to other
persons or circumstances shall not be affected thereby and may
be enforced to the fullest extent permitted by law.
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e. Any notice under this Agreement shall be in writing,
addressed and delivered and mailed, postage prepaid, to the
other party, with a copy to the Fund, at the addressed below
or such other address as such other party may designate for
the receipt of such notice.
If to Manager: Metlife Advisers, LLC
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Senior Vice President
If to Subadviser: Fidelity Management & Research Company
▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: General Counsel
If to Fund: Metropolitan Series Fund, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Senior Vice President
f. This Agreement shall be governed by and interpreted in
accordance with the laws of The Commonwealth of Massachusetts.
14. Use of Name.
a. The parties agree that the name of the Subadviser, the
names of any affiliates of the Subadviser and any derivative,
logo, trademark, service ▇▇▇▇ or trade name are the valuable
property of the Subadviser and its affiliates. Manager and the
Fund shall have the right to use such name(s), derivatives,
logos, trademarks or service marks or trade names only with
the prior written approval of the Subadviser, which approval
shall not be unreasonably withheld or delayed so long as this
Agreement is in effect.
b. Upon termination of this Agreement, the Manager and the
Fund shall forthwith cease to use such name(s), derivatives,
logos, trademarks, service marks or trade names. The Manager
and the Fund agree they will review with the Subadviser any
advertisement, sales literature, or notice prior to its use
that makes reference to the Subadviser or its affiliates or
any such name(s), derivatives, logos, trademarks, service
marks or trade names, it being understood that the Subadviser
shall have no responsibility to ensure of the adequacy of the
form or content of such materials for purposes of the 1940 Act
or other applicable laws and regulations. If Manager or the
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Fund makes an unauthorized use of the Subadviser's names,
derivatives, logos, trademarks, service marks or trade names,
the parties acknowledge that the Subadviser shall suffer
irreparable hardship for which monetary damages are inadequate
and thus, the Subadviser will be entitled to injunctive
relief.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed as of the day and year first above written.
METLIFE ADVISERS, LLC
By
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Senior Vice President
FIDELITY MANAGEMENT & RESEARCH COMPANY
By:
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▇▇▇▇▇▇ ▇▇▇▇▇▇
Senior Vice President
METROPOLITAN SERIES FUND, INC.
By
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Senior Vice President
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