METROPOLITAN SERIES FUND, INC.
SUBADVISORY AGREEMENT
(State Street Research Large Cap Growth 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"), and State Street Research & Management Company (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 State Street Research Large Cap Growth 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. The Subadviser shall
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"),
(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 (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), all as 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. Subject to
the foregoing, the Subadviser
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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. Notwithstanding the foregoing provisions of this Section 1.a,
however, the Subadviser shall, upon written instructions from the Manager,
effect such portfolio transactions for the Portfolio as the Manager shall
determine are necessary in order for the Portfolio to comply with the Policies.
b. The Subadviser shall furnish the Manager and the
Administrator daily, weekly, monthly, 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 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 notice. The Subadviser shall
also provide the Manager, the Administrator or the Fund with such other
information and reports as may reasonably be requested by the Manager, the
Administrator or the Fund from time to time, including without limitation all
material as reasonably may be requested by the Directors of the Fund pursuant to
Section 15(c) of the 1940 Act. The Subadviser shall furnish the Manager (which
may also provide it to the Fund's Board of Directors) with copies of all
material comments relevant to the Portfolio received from the SEC following
routine or special SEC examinations or inspections.
c. 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.
d. Unless the Manager gives the Subadviser written
instructions to the contrary, the Subadviser shall use its good faith judgment
in a manner which it reasonably believes best serves the interest of the
Portfolio' 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.
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.
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b. The Manager has furnished the Subadviser a copy of the
Prospectus and agrees during the continuance of this Agreement to furnish the
Subadviser copies of any revisions or supplements thereto at, or, if
practicable, 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.
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 Fund's custodian, in the manner and form as required by the
Fund's Custody Agreement (including with respect to exchange offerings and other
corporate actions) necessary to effect the investment and reinvestment of the
Portfolio's assets. Any assets added to the Portfolio shall be delivered
directly to 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. Absent instructions from the Manager to
the contrary, 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 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 shall use its best efforts to
obtain execution of transactions for the Portfolio at prices which are
advantageous to the Portfolio and at commission rates that are reasonable in
relation to the benefits received. However, the Subadviser may select brokers or
dealers on the basis that they provide brokerage, research or other services or
products to the Portfolio and/or other accounts serviced by the Subadviser. Not
all such services or products need to be used by the Subadviser in managing the
Portfolio.
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 annual rate
of 0.40% of the first $300 million of the average daily
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net assets of the Portfolio during the Portfolio's then-current fiscal year,
0.35% of the next $700 million of such assets and 0.30% 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.
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, except as the
Subadviser and the Manager or the Administrator may otherwise agree from time to
time in writing before or after the date hereof. 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 investment 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, managing 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 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 the Subadviser 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 Subadviser agrees to
indemnify the Manager for any loss, liability, cost, damage or expense
(including reasonable attorney's fees) resulting from a material misstatement or
omission in the Portfolio's Prospectus with respect to disclosure of the
Portfolio's investment objectives, policies and risks. The Manager acknowledges
and agrees that the Subadviser makes no representation or
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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 until May 1, 2005, 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), 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.
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12. 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 persons identified in the Prospectus of the
Portfolio shall perform the portfolio management duties described therein until
the Subadviser notifies the Manager that one or more other employees, officers
or agents of the Subadviser, identified in such notice, shall assume such duties
as of a specific date. The Subadviser shall use commercially reasonable efforts
to inform the Manager of any such events enough time prior to the event taking
effect such that allows the Manager sufficient time to prepare and file any
necessary supplement to the Prospectus.
b. 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 shall be enforced to the fullest extent permitted by law.
c. This Agreement shall be governed by and interpreted in
accordance with the laws of the Commonwealth of Massachusetts.
13. Use of Name.
It is understood that the phrase "State Street Research" and
any logos associated with that name are the valuable property of the Subadviser,
and that the Fund has the right to include such phrases as a part of the names
of its series or for any other purpose only so long as this Agreement shall
continue. Upon termination of this Agreement the Fund shall forthwith cease to
use such phrases and logos.
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METLIFE ADVISERS, LLC
By:
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Senior Vice President
STATE STREET RESEARCH & MANAGEMENT COMPANY
By:
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▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Executive Vice President
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