Metropolitan Series Fund, Inc.
SUB-ITEM 77Q1 EXHIBITS
In response to Sub-Item 77Q1(e), the following Sub-Advisory Agreements were
adopted, and such agreements are attached herewith as follows:
SUB-ADVISORY AGREEMENTS
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Portfolios:
FI Large Cap Portfolio Exhibit 77Q1(e)(i)
FI Mid Cap Opportunities Portfolio Exhibit 77Q1(e)(ii)
FI Value Leaders Portfolio Exhibit 77Q1(e)(iii)
Exhibit 77Q1(e)(i)
METROPOLITAN SERIES FUND, INC.
SUBADVISORY AGREEMENT
(FI Large Cap Portfolio)
This Subadvisory Agreement (this "Agreement") is entered into as of April
28, 2008 by and between MetLife Advisers, LLC, a Delaware limited liability
company (the "Manager"), Metropolitan Series Fund, Inc. (the "Fund") and Pyramis
Global Advisors, LLC (the "Subadviser").
WHEREAS, the Manager has entered into an Advisory Agreement dated May 1,
2006 (the "Advisory Agreement") with the Fund pursuant to which the Manager
provides portfolio management and administrative services to the FI Large Cap
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(h) of the Code) and the
regulations thereunder, all from time to time in effect
(collectively, the "Policies"), and with all applicable provisions
of law, including without
limitation all applicable provisions of the Investment Company Act
of 1940 (the "1940 Act"), the rules and regulations thereunder and
the interpretive opinions thereof of the staff of the Securities and
Exchange Commission ("SEC") ("SEC Positions"); provided, however,
that the Manager agrees to inform the Subadviser of any and all
applicable state insurance law restrictions that operate to limit or
restrict the investments the Portfolio might otherwise make
("Insurance Restrictions"), and to inform the Subadviser promptly of
any changes in such Insurance Restrictions. 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.
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.
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. 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.
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 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
0.45% of the first $250 million of the average daily net assets of
the Portfolio, 0.40% of the next $500 million of such assets and
0.35% of such assets in excess of $750 million. Such compensation
shall be payable monthly in arrears or at such other intervals, not
less frequently than quarterly, as the Manager is paid by the
Portfolio pursuant to the Advisory Agreement. 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 Manager
except in connection with the portfolio management services provided
by the Subadviser hereunder. Notwithstanding the foregoing, the
Subadviser may execute account documentation, agreements, contracts
and other documents requested by brokers, dealers, counterparties
and other persons in connection with its management of the assets of
the Portfolio, provided the Subadviser receives the express
agreement and consent of the Manager and/or the Fund's Board of
Directors to execute futures account agreements, ISDA Master
Agreements and other documents related thereto, which consent shall
not be unreasonably withheld. In such respect, and only for this
limited
purpose, the Subadviser shall act as the Manager's and the Fund's
agent and attorney-in-fact.
8. Liability 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;
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
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. 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.
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
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Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Senior Vice President
If to Subadviser: Pyramis Global Advisors, LLC
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Attention: General Counsel
If to Fund: Metropolitan Series Fund, Inc.
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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 mark 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 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.
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
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Senior Vice President
PYRAMIS GLOBAL ADVISORS, LLC
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Senior Vice President
METROPOLITAN SERIES FUND, INC.
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
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Senior Vice President
Exhibit 77Q1(e)(ii)
METROPOLITAN SERIES FUND, INC.
SUBADVISORY AGREEMENT
(FI Mid Cap Opportunities Portfolio)
This Subadvisory Agreement (this "Agreement") is entered into as of April
28, 2008 by and between MetLife Advisers, LLC, a Delaware limited liability
company (the "Manager"), Metropolitan Series Fund, Inc. (the "Fund") and Pyramis
Global Advisors, LLC (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(h) of the Code), and the
regulations thereunder from time to time in effect (collectively,
the "Policies"), and with all applicable provisions of law,
including without
limitation all applicable provisions of the Investment Company Act
of 1940 (the "1940 Act"), the rules and regulations thereunder and
the interpretive opinions thereof of the staff of the Securities and
Exchange Commission ("SEC") ("SEC Positions"); provided, however,
that the Manager agrees to inform the Subadviser of any and all
applicable state insurance law restrictions that operate to limit or
restrict the investments the Portfolio might otherwise make
("Insurance Restrictions"), and to inform the Subadviser promptly of
any changes in such Insurance Restrictions. 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.
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.
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. 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.
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 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 Manager
except in connection with the portfolio management services provided
by the Subadviser hereunder. Notwithstanding the foregoing, the
Subadviser may execute account documentation, agreements, contracts
and other documents requested by brokers, dealers, counterparties
and other persons in connection with its management of the assets of
the Portfolio, provided the Subadviser receives the express
agreement and consent of the Manager and/or the Fund's Board of
Directors to execute futures account agreements, ISDA Master
Agreements and other documents related thereto, which consent shall
not be unreasonably withheld. In such respect, and only for this
limited
purpose, the Subadviser shall act as the Manager's and the Fund's
agent and attorney-in-fact.
8. Liability 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;
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
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. 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.
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
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Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Senior Vice President
If to Subadviser: Fidelity Management & Research Company
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Attention: General Counsel
If to Fund: Metropolitan Series Fund, Inc.
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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 mark 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 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.
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: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
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Senior Vice President
PYRAMIS GLOBAL ADVISORS, LLC
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Senior Vice President
METROPOLITAN SERIES FUND, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
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Senior Vice President
Exhibit 77Q1(e)(iii)
METROPOLITAN SERIES FUND, INC.
SUBADVISORY AGREEMENT
(FI Value Leaders Portfolio)
This Subadvisory Agreement (this "Agreement") is entered into as of April
28, 2008 by and between MetLife Advisers, LLC, a Delaware limited liability
company (the "Manager"), and Pyramis Global Advisors, LLC (the "Subadviser").
WHEREAS, the Manager has entered into an Advisory Agreement dated May 1,
2003 (the "Advisory Agreement") with Metropolitan Series Fund, Inc. (the
"Fund"), pursuant to which the Manager provides portfolio management and
administrative services to the FI Value Leaders 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(h) of the Code), and the
regulations thereunder 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, as amended (the "1940 Act"), the rules and regulations
thereunder and the interpretive opinions thereof of the staff of the
Securities and Exchange Commission ("SEC") ("SEC Positions");
provided, however, that the Manager agrees to inform the Subadviser
of any and all applicable state insurance law restrictions that
operate to limit or restrict the investments the Portfolio might
otherwise make ("Insurance Restrictions"), and to inform the
Subadviser promptly of any changes in such Insurance Restrictions.
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. Nothwithstanding 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 Fund'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
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.
d. Upon request of the Fund's custodian 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 Fund'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.
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. 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.
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 Fund'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 Fund'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 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 0.40% of the first
$500 million of the average daily net assets of the
Portfolio; and 0.35% of such assets in excess of $500
million. Such compensation shall be payable monthly in
arrears or at such other intervals, not less frequently
than quarterly, as the Manager is paid by the Portfolio
pursuant to the Advisory Agreement. 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 agrees that the services of the
Subadviser are not to be deemed exclusive and that the
Subadviser and its affiliates are free to act as investment
manager and provide other services to various investment
companies and other managed accounts. This Agreement shall not
in any way limit or restrict the Subadviser or any of its
directors, officers, employees or agents from buying, selling
or trading any securities or other investment instruments for
its or their own account or for the account of others for whom
it or they may be acting, provided that such activities do not
adversely affect or otherwise impair the performance by the
Subadviser of its duties and obligations under this Agreement.
The Manager recognizes and agrees that the Subadviser may
provide advice to or take action with respect to other clients,
which advice or action, including the timing and nature of such
action, may differ from or be identical to advice given or
action taken with respect to the Portfolio. The Subadviser
shall for all purposes hereof be deemed to be an independent
contractor and shall, unless otherwise provided or authorized,
have no authority to act for or represent the Fund or the
Manager, in any way or otherwise be deemed an agent of the Fund
or the Manager except in connection with the portfolio
management services provided by the Subadviser hereunder.
Notwithstanding the foregoing, the Subadviser may execute
account documentation, agreements, contracts and other
documents requested by brokers, dealers, counterparties and
other persons in connection with its management of the assets
of the Portfolio, provided the Subadviser receives the express
agreement and consent of the Manager and/or the Fund's Board of
Directors to execute futures account agreements, ISDA Master
Agreements and other documents related thereto, which consent
shall not be unreasonably withheld. In such respect,
and only for this limited purpose, the Subadviser shall act as
the Manager's and the Fund's agent and attorney-in-fact.
8. Liability 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 shall 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
acknowledges and agrees that the Subadviser makes no
representation or warranty, express or implied, that any level
of performance or investment results will be achieved by the
Portfolio or that the Portfolio will perform comparably with
any standard or index, including other clients of the
Subadviser, whether public or private.
9. Effective Date and Termination. This Agreement shall become
effective as of the date of its execution, and
a. unless otherwise terminated, this Agreement shall
continue in effect for two years from the date of execution,
and from year to year thereafter so long as such continuance is
specifically approved at least annually (i) by the Board of
Directors of the Fund or by vote of a majority of the
outstanding voting securities of the Portfolio, and (ii) by
vote of a majority of the directors of the Fund who are not
interested persons of the Fund, the Manager or the Subadviser,
cast in person at a meeting called for the purpose of voting on
such approval;
b. this Agreement may at any time be terminated on sixty
days' written notice to the Subadviser either by vote of the
Board of Directors of the Fund or by vote of a majority of the
outstanding voting securities of the Portfolio;
c. this Agreement shall automatically terminate in the event
of its assignment or upon the termination of the Advisory
Agreement;
d. this Agreement may be terminated by the Subadviser on
sixty days' written notice to the Manager and the Fund, or, if
approved by the Board of Directors of the Fund, by the Manager
on sixty days' written notice to the Subadviser, and
termination of this Agreement pursuant to this Section 9 shall
be without the payment of any penalty. 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 one party to the
other party (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 acknowledges that the securities
holdings of the Portfolio 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 agrees that information supplied
by the Subadviser, including
approved lists, internal procedures, compliance procedures and
any board materials, is valuable to the Subadviser, and Manager
agrees 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
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
shall not be entitled to the advice, recommendation or judgment
of any specific person; provided, however, that the Subadviser
shall promptly notify the Manager 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. 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.
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
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Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Senior Vice President
If to Subadviser: Pyramis Global Advisors, LLC
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Attention: General Counsel
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 mark 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 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.
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: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Senior Vice President
PYRAMIS GLOBAL ADVISORS, LLC
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Senior Vice President
METROPOLITAN SERIES FUND, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
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Senior Vice President
