Exhibit (d)(19)
NEW ENGLAND ZENITH FUND
SUBADVISORY AGREEMENT
(▇▇▇▇▇▇▇▇ GROWTH SERIES)
This Subadvisory Agreement (this "Agreement") is entered into as of May 1,
2002 by and between MetLife Advisers, LLC, a Delaware limited liability company
(the "Manager"), and ▇▇▇▇▇▇▇▇ Associates LLC, a Delaware limited liability
company (the "Subadviser").
WHEREAS, the Manager has entered into an Advisory Agreement dated as of
May 1, 2002 (the "Advisory Agreement") with New England Zenith Fund (the
"Trust"), pursuant to which the Manager provides portfolio management and
administrative services to the ▇▇▇▇▇▇▇▇ Growth Series of the Trust (the
"Series");
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 Series. The Subadviser shall
invest and reinvest the assets of the Series in conformity with (1) the
investment objective, policies and restrictions of the Series set forth in the
Trust's prospectus and statement of additional information, as revised or
supplemented from time to time, relating to the Series (the "Prospectus"), (2)
any additional policies or guidelines established by the Manager or by the
Trust's trustees 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
Series might otherwise make ("Insurance Restrictions"), and to inform the
Subadviser promptly of any changes in such Insurance Restrictions. 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
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on behalf of the Series, 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 Series 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 Series
as the Manager shall determine are necessary in order for the Series 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 Series in such form as may be
mutually agreed upon, and agrees to review the Series and discuss the management
of the Series with representatives or agents of the Manager, the Administrator
or the Trust at their reasonable request. The Subadviser shall permit all books
and records with respect to the Series 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 Trust with such other information and reports as may
reasonably be requested by the Manager, the Administrator or the Trust from time
to time, including without limitation all material as reasonably may be
requested by the Trustees of the Trust pursuant to Section 15(c) of the 1940
Act. The Subadviser shall furnish the Manager (which may also provide it to the
Trust's Board of Trustees) with copies of all material comments relevant to the
Series received from the SEC following routine or special SEC examinations or
inspections.
c. The Manager acknowledges receipt of the Subadviser's current
Form ADV as filed with the SEC. 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 Series.
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 Series' shareholders to vote
or abstain from voting all proxies solicited by or with respect to the issuers
of securities in which assets of the Series are invested.
2. Obligations of the Manager.
a. The Manager shall provide (or cause the Trust's custodian to
provide) information to the Subadviser in a timely manner regarding such matters
as the composition of assets in the Series, cash requirements and cash available
for investment in the Series, 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 the Prospectus
and agrees during the continuance of this Agreement to furnish the Subadviser
copies of any revisions or
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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 Trustees of the Trust applicable
to the Series to the extent they may affect the duties of the Subadviser, and
with copies of any financial statements or reports of the Trust with respect to
the Series 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
Series' agreement with the custodian designated to hold the assets of the Series
(the "Custodian") and any modifications thereto (the "Custody Agreement"). The
assets of the Series 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
Trust's custodian, in the manner and form as required by the Trust's Custody
Agreement (including with respect to exchange offerings and other corporate
actions) necessary to effect the investment and reinvestment of the Series'
assets. Any assets added to the Series shall be delivered directly to the
Custodian. The Subadviser shall not be liable for any losses from any acts or
omissions of the Custodian other than acts or omissions arising from reliance on
instructions of the Subadviser.
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 Trust 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 Series, 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 Series 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
Series 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 Series at prices which are advantageous to the
Series 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
Series and/or other accounts serviced by the Subadviser. Not all such services
or products need to be used by the Subadviser in managing the Series.
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 0.45% of
the first $100 million of the average daily net assets of the Series during the
Series' then-current fiscal year, 0.40% of the next $400 million of such assets,
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0.35% of the next $500 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 Series 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 Trust; 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
Series. 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 Trust or the Manager in any way or
otherwise be deemed an agent of the Trust 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
Trust, the Series or any shareholder of the Series 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 Series that is not based upon the obligations of the Subadviser with
respect to the Series 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 Trustees. 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 Series' Prospectus
with respect to disclosure of the Series' investment objectives, policies and
risks if such statement or omission was made in reliance upon written
information furnished by the subadviser to the Manager expressly for use in the
Series' prospectus.
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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 Series or that the Series 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, 2004, and from year to year thereafter so long as such
continuance is specifically approved at least annually (i) by the Board of
Trustees of the Trust or by vote of a majority of the outstanding voting
securities of the Series, and (ii) by vote of a majority of the trustees of the
Trust who are not interested persons of the Trust, 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 Trustees of the
Trust or by vote of a majority of the outstanding voting securities of the
Series;
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 Trust, or, if approved by the Board of
Trustees of the Trust, 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 Series and by vote of a majority of the trustees of the Trust who are not
interested persons of the Trust, 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 Series 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 name "▇▇▇▇▇▇▇▇" and any logos associated with
that name are the valuable property of the Subadviser, and that the Trust has
the right to include such name as a part of the name of its series or for the
purpose of marketing the series only so long as this Agreement shall continue.
Upon termination of this Agreement the Trust shall forthwith cease to use such
phrases and logos.
METLIFE ADVISERS, LLC
By:
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Senior Vice President
▇▇▇▇▇▇▇▇ ASSOCIATES LLC
By:
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Executive Vice President
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