Exhibit (d)(d)(12)
METROPOLITAN SERIES FUND, INC.
SUBADVISORY AGREEMENT
(▇▇▇▇▇▇ Oakmark Focused Value 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 ▇▇▇▇▇▇ Associates L.P. (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 ▇▇▇▇▇▇ Oakmark Focused Value 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
manage 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
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 comment
letters 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'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.
2. Obligations of the Manager.
a. The Manager shall provide (or cause the Fund's custodian to
provide) timely information to the Subadviser 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.
-2-
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. Proprietary Rights. The Manager agrees and acknowledges that the
Subadviser is the sole owner of the name and trade or service ▇▇▇▇ "▇▇▇▇▇▇" or
"Oakmark" and that all use of any designation consisting in whole or part of
either such trade or service ▇▇▇▇ under this Agreement shall inure to the
benefit of the Subadviser.
5. 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.
6. 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
-3-
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.
7. 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
Portfolio during the Portfolio's then-current fiscal year, 0.40% of the next
$400 million of such assets 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.
8. 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.
9. 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 a violation of law, 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
-4-
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.
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
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.
10. 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
e. if the Subadviser requires the Portfolio to change its name
so as to eliminate all references to the words "▇▇▇▇▇▇" or "Oakmark," then this
Agreement shall automatically terminate at the time of such change unless the
continuance of this Agreement after such change shall have been specifically
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 or the Subadviser, cast in person at a meeting
called for the purpose of voting on such approval.
Termination of this Agreement pursuant to this Section 10 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.
-5-
11. 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.
12. 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.
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 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.
METLIFE ADVISERS, LLC
By:
-----------------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Senior Vice President
▇▇▇▇▇▇ ASSOCIATES L.P.
By: ▇▇▇▇▇▇ Associates, Inc., as General Partner
By:
-----------------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Chief Operating Officer
-6-