Exhibit (d)(d)(8)
METROPOLITAN SERIES FUND, INC.
SUBADVISORY AGREEMENT
(Capital Guardian U.S. 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 Capital Guardian Trust Company (the "Subadviser").
WHEREAS, the Manager has entered into an Advisory Agreement dated as of
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 Capital Guardian U.S. 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. 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 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 subject to any restrictions
imposed by the SEC or other regulatory authority on the dissemination of the
SEC's comments.
c. The Subadviser shall provide to the Manager a copy of the
Subadviser's Form ADV, Part II 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. Provided that the Subadviser receives proxies in a timely
manner, 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, in accordance with the Subadviser's
proxy voting policies and procedures, solicited by or with respect to the
issuers of securities in which assets of the Portfolio are invested. The Manager
shall take all actions necessary to effect delivery of the proxy solicitations
to the Subadviser in a timely manner, including, but not limited to, effecting
delivery of any proxy solicitation received by a third party who may hold
securities on behalf of the Fund.
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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 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. The Subadviser may reasonably rely without further
inquiry upon any information furnished to it by the Custodian hereunder, and
shall not be responsible for any errors or omissions arising from any
inaccuracies in asset information provided by 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
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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 seek to obtain best execution of transactions for the
Portfolio. 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. The Subadviser undertakes to use all reasonable care and diligence in
its choice of brokers and, in the event that any broker fails on the due date,
or within such reasonable period as the Subadviser may decide, to deliver any
necessary documents or, as the case may be, to pay any amount due, the
Subadviser will, on request, endeavor to pursue on behalf of the Fund all
appropriate legal remedies against such broker to recover such documents or
amount due or compensation in lieu thereof. The costs and expenses properly
incurred by the Subadviser in connection with the pursuit of such remedies shall
be debited to the Portfolio, unless paid by the Manager.
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
Portfolio during the Portfolio's then-current fiscal year, 0.40% of the next
$400 million of such assets, 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 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
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the Fund or the Manager except in connection with the investment management
services provided by the Subadviser hereunder.
8. Responsibility for Diversification. Unless the Subadviser has sole
investment authority over all assets of the Fund, the Subadviser shall have no
responsibility for the manner in which the Fund assets, considered in the
aggregate, shall be diversified; provided, however, the Subadviser shall
diversify the assets of the Portfolio to the extent necessary to minimize the
risk of large losses.
9. Representations and Warranties. By entering into this Agreement, the
Subadviser represents and warrants that:
(i) it is a state-chartered fund company, authorized by the C
alifornia Department of Financial Institutions to carry on a fund banking
business;
(ii) it has full power and authority to enter into this
Agreement, and that the undersigned has full power and authority to execute this
Agreement on the Subadviser's behalf;
(iii) it is an Investment Adviser registered under the I
nvestment Advisers Act of 1940 (the "Advisers Act"); and
(iv) it has adopted and maintains a written code of ethics
complying with the requirements of Rule 17j-1 of the 1940 Act, and will provide
the Manager and/or the Fund, upon reasonable request, with copies of such code
of ethics as amended from time to time.
By entering into this Agreement, the Manager represents and warrants that:
(i) it is registered as an investment adviser under the
Advisers Act and will continue to be so registered for as long as this Agreement
remains in effect, or else will immediately notify the Subadviser of the
occurrence of any event that would disqualify the Manager from serving as an
investment advisor to the Fund or any investment company pursuant to Section
9(a) of the 1940 Act or otherwise;
(ii) it is not prohibited by the 1940 Act or the Advisers Act
from performing the services contemplated by this Agreement, that it duly
authorized and empowered by the Fund to enter into this Agreement, and that the
undersigned has full power and authority to execute this Agreement on the
Manager's behalf;
(iii) it shall not transact in or remove from the Portfolio
any securities, funds or other assets without first giving reasonable written
notice to the Subadviser or terminating this Agreement; and
(iv) it has received a copy of Part II of the Subadviser's
Form ADV (the "ADV"). The Manager understands that if it has received the ADV
less than 48 hours prior to its entering into
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this Agreement, the Manager may terminate the Agreement without penalty within 5
(five) business days after entering into the Agreement.
10. Notices. All notices and other communications hereunder shall be in
writing and shall be deemed given if delivered in person or by any other method
in which evidence of receipt is obtained, including registered mail, facsimile
transmission, or reputable messenger or overnight delivery service, to the
parties at the following addresses or facsimile numbers (or at such other
address or number as each respective party may specify in the future):
(a) if to the Subadviser, to:
Capital Guardian Trust Company
▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Facsimile number: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: Treasurer
(b) if to the Manager, to:
MetLife Advisers, LLC
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Facsimile number: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Secretary
Each such notice or other communication shall be effective (i) if given by
facsimile, when such facsimile is transmitted to the number specified in this
section and the appropriate confirmation is received, and (ii) if given by any
other means, when delivered at the address specified in this section.
11. 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
(for the purposes of this Agreement brokers shall not be deemed as 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
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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 Subadviser's 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.
12. Effective Date and Termination. This Agreement shall become
effective on the date first written above, 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, subject to the Fund's obligation to fulfill all transactions
authorized prior to such termination;
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 12 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.
13. 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.
14. Certain Definitions. For the purpose of this Agreement, the terms
"vote of a majority of the outstanding voting securities," "interested person,"
"affiliated person" and
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"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.
15. 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 time 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.
16. Use of Name. It is understood that the name "Capital Guardian",
"Capital Guardian Trust Company," and any of the other names of the Subadviser
or the Subadviser's affiliates, and any derivative or logo or trade or service
▇▇▇▇ thereof (collectively, the "Names and Trademarks"), associated with that
name are the valuable property of the Subadviser and the Subadviser's
affiliates, and that the Fund has the right to include such name as a part of
the name of its portfolio only so long as this Agreement shall continue. Upon
termination of this Agreement the Fund shall forthwith cease to use such Names
and Trademarks.
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Manager agrees that it will review with the Subadviser any advertisement, sales
literature or notice prior to its use or publication that makes reference to the
Names and/or Trademarks, so that the Subadviser may review the context in which
the Names and/or Trademarks are being referred to, it being agreed that the
Subadviser shall have no responsibility to ensure the adequacy of the form or
content of such materials for the purposes of the 1940 Act or other applicable
laws or regulations. If the Manager or the Fund makes any unauthorized use of,
or reference to, the Names or the Trademarks the Manager acknowledges that the
Subadviser shall suffer irreparable harm for which monetary damages may not be
completely adequate, and therefore the Subadviser may also be entitled to
injunctive relief.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the dates
written below.
METLIFE ADVISERS, LLC
By:
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Senior Vice President
Date: _____________________________________
CAPITAL GUARDIAN TRUST COMPANY
By:
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Date:______________________________________
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