Exhibit (d)(d)(11)
METROPOLITAN SERIES FUND, INC.
SUBADVISORY AGREEMENT
(FI Structured Equity Portfolio)
This Subadvisory Agreement (this "Agreement") is entered into as of May
1, 2003 by and between MetLife Advisers, LLC, a Delaware limited liability
company (the "Manager"), and Fidelity Management & Research 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 FI Structured Equity Portfolio of the Fund (the
"Portfolio");
WHEREAS, the Advisory Agreement provides that the Manager may delegate
any or all of its portfolio management responsibilities under the Advisory
Agreement to one or more subadvisers;
WHEREAS, the Manager desires to retain the Subadviser to render
portfolio management services in the manner and on the terms set forth in this
Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth in this Agreement, the Manager and the Subadviser agree as follows:
1. Subadvisory Services.
a. The Subadviser shall, subject to the supervision of the
Manager and in cooperation with the Manager, as administrator,
or with any other administrator appointed by the Manager (the
"Administrator"), manage the investment and reinvestment of the
assets of the Portfolio. Subject to the provisions of
subparagraph (b) of this Section 1, the Subadviser agrees to
invest and reinvest the assets of the Portfolio in conformity
with (1) the investment objective, policies and restrictions of
the Portfolio set forth in the Fund's prospectus and statement
of additional information, as revised or supplemented from time
to time, relating to the Portfolio (the "Prospectus"), as
provided to the Subadviser, (2) any additional policies or
guidelines established by the Manager or by the Fund's
directors that have been furnished in writing to the
Subadviser, and (3) the provisions of the Internal Revenue
Code, as amended (the "Code") applicable to "regulated
investment companies" (as defined in Section 851 of the Code)
and "segregated asset accounts" (as defined in Section 817 of
the Code), from time to time in effect (collectively, the
"Policies"), and with all applicable provisions of law,
including without limitation all applicable provisions of the
Investment Company Act of 1940, 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.
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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.
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.
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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
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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, 0.40% 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 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.
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,
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partners, directors, controlling persons, shareholders,
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
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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.
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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: Fidelity Management & Research Company
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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 ▇▇▇▇ 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
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Senior Vice President
FIDELITY MANAGEMENT & RESEARCH COMPANY
By:
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▇▇▇▇▇▇ ▇▇▇▇▇▇
Senior Vice President
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