Exhibit (d)(d)(3)
SUB-ADVISORY AGREEMENT
SALOMON BROTHERS U.S. GOVERNMENT PORTFOLIO
This Sub-Advisory 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 Salomon Brothers Asset Management Inc., a Delaware
corporation (the "Sub-Adviser").
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 Salomon Brothers U.S. Government 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 sub-advisers;
WHEREAS, the Manager desires to retain the Sub-Adviser 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 Sub-Adviser agree as follows:
1. Sub-Advisory Services.
a. The Sub-Adviser shall, subject to the supervision of the
Manager and in cooperation with any administrator appointed by the Manager (the
"Administrator"), manage the investment and reinvestment of the assets of the
Portfolio. The Sub-Adviser 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 relating to the
Portfolio, (2) any additional policies or guidelines established by the Manager
or by the Fund's directors that have been furnished in writing to the
Sub-Adviser 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 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") and the rules and regulations thereunder. Subject
to the foregoing, the Sub-Adviser 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
Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this
Section 1.a, however, the Sub-Adviser 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 Sub-Adviser shall furnish the Manager and the
Administrator monthly, quarterly and annual reports concerning transactions and
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 Sub-Adviser 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 Sub-Adviser 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 to the Directors of the Fund pursuant to Section 15(c) of the 1940
Act.
c. The Sub-Adviser shall provide to the Manager a copy of the
Sub-Adviser's Form ADV as filed with the Securities and Exchange Commission and
as amended from time to time and a list of the persons whom the Sub-Adviser
wishes to have authorized to give written and/or oral instructions to custodians
of assets of the Portfolio.
2. Obligations of the Manager.
a. The Manager shall provide (or cause the Fund's custodian to
provide) timely information to the Sub-Adviser 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 Sub-Adviser to perform its responsibilities hereunder.
b. The Manager has furnished the Sub-Adviser a copy of the
prospectus and statement of additional information of the Portfolio and agrees
during the continuance of this Agreement to furnish the Sub-Adviser 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
Sub-Adviser with minutes of meetings of the Directors of the Fund applicable to
the Portfolio to the extent they may affect the duties of the Sub-Adviser, and
with copies of any financial statements or reports made by the Portfolio to its
shareholders, and any further materials or information which the Sub-Adviser may
reasonably request to enable it to perform its functions under this Agreement.
3. Custodian. The Manager shall provide the Sub-Adviser 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"), copies of such modifications to be provided to the Sub-Adviser a
reasonable time in advance of the effectiveness of such modifications. 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
-2-
Agreement). The Sub-Adviser shall have no liability for the acts or omissions of
the Custodian, unless such act or omission is required by and taken in reliance
upon instruction given to the Custodian by a representative of the Sub-Adviser
properly authorized to give such instruction under the Custody Agreement. Any
assets added to the Portfolio shall be delivered directly to the Custodian.
4. Proprietary Rights. The Manager agrees and acknowledges that the
Sub-Adviser is the sole owner of the names and marks "Salomon" and "Salomon
Brothers" and that all use of any designation consisting in whole or part of
such names or marks (a "▇▇▇▇▇▇▇ ▇▇▇▇") under this Agreement shall inure to the
benefit of the Sub-Adviser. The Manager on its own behalf and on behalf of the
Portfolio agrees not to use any ▇▇▇▇▇▇▇ ▇▇▇▇ in any advertisement or sales
literature or other materials promoting the Portfolio, except with the prior
written consent of the Sub-Adviser. Without the prior written consent of the
Sub-Adviser, the Manager shall not, and the Manager shall use its best efforts
to cause the Fund not to, make representations regarding the Sub-Adviser in any
disclosure document, advertisement or sales literature or other materials
relating to the Portfolio. Upon termination of this Agreement for any reason,
the Manager shall cease, and the Manager shall use its best efforts to cause the
Portfolio to cease, all use of any ▇▇▇▇▇▇▇ ▇▇▇▇(s) as soon as reasonably
practicable.
5. Expenses. Except for expenses specifically assumed or agreed to be
paid by the Sub-Adviser pursuant hereto, the Sub-Adviser 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 Sub-Adviser 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 Sub-Adviser shall place all orders for the purchase and sale
of securities for the Portfolio with brokers or dealers selected by the
Sub-Adviser, which may include brokers or dealers affiliated with the
Sub-Adviser, provided such orders comply with Rule 17e-1 under the 1940 Act in
all respects. To the extent consistent with applicable law, purchase or sell
orders for the Portfolio may be aggregated with contemporaneous purchase or sell
orders of other clients of the Sub-Adviser. The Sub-Adviser 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 Sub-Adviser 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 Sub-Adviser.
To the extent consistent with applicable law, the Sub-Adviser may pay a broker
or dealer an amount of commission for effecting a securities transaction in
excess of the amount of commission or dealer spread another broker or dealer
would have charged for effecting that transaction if the Sub-Adviser determines
in good faith that such amount of commission was reasonable in relation to the
value of the brokerage and research products and/or services provided by such
broker or dealer. This determination, with respect to brokerage and research
services or products, may be viewed in terms of either that particular
transaction or the overall responsibilities which the Sub-Adviser
-3-
and its affiliates have with respect to the Portfolio or to accounts over which
they exercise investment discretion. Not all such services or products need be
used by the Sub-Adviser in managing the Portfolio.
7. Compensation of the Sub-Adviser. As full compensation for all
services rendered, facilities furnished and expenses borne by the Sub-Adviser
hereunder, the Manager shall pay the Sub-Adviser compensation at the annual rate
of 0.225% of the first $200 million of the average daily net assets of the
Portfolio, 0.15% of the next $300 million of such assets and 0.10% 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. 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 Sub-Adviser the compensation provided for herein.
8. Non-Exclusivity. The Manager and the Portfolio agree that the
services of the Sub-Adviser are not to be deemed exclusive and that the
Sub-Adviser 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 Sub-Adviser 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 Sub-Adviser 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
Sub-Adviser of its duties and obligations under this Agreement. The Manager and
the Portfolio recognize and agree that the Sub-Adviser 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 Sub-Adviser 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. Except as may otherwise be provided by the 1940 Act or
other federal securities laws, neither the Sub-Adviser nor any of its officers,
directors, employees 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, any mistake of law 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 the
Sub-Adviser's duties or by reason of reckless disregard by the Sub-Adviser of
its obligations and duties. The Manager shall hold harmless and indemnify the
Sub-Adviser for any loss, liability, cost, damage or expense (including
reasonable attorneys fees and costs) arising from any claim or demand by any
past or present shareholder of the Portfolio that is not based upon the
obligations of the Sub-Adviser with respect to the Portfolio under this
Agreement. The Manager acknowledges and agrees that the Sub-Adviser 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
-4-
perform comparably with any standard or index, including other clients of the
Sub-Adviser, 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 Sub-Adviser, 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 Sub-Adviser 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 Sub-Adviser 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
Sub-Adviser; and
e. if the Sub-Adviser requires the Portfolio to change its
name so as to eliminate all references to the words "Salomon" or "Salomon
Brothers," 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 Sub-Adviser, 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.
11. Amendment. This Agreement may be amended at any time by mutual
consent of the Manager and the Sub-Adviser, provided that, if required by law,
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 Sub-Adviser, 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,
-5-
to such exemptions as may be granted by the Securities and Exchange Commission
under the 1940 Act.
13. General.
a. The Sub-Adviser may perform its services through any
employee, officer or agent of the Sub-Adviser, 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 Sub-Adviser notifies the Manager that one or more other employees, officers
or agents of the Sub-Adviser, identified in such notice, shall assume such
duties as of a specific date.
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
SALOMON BROTHERS ASSET MANAGEMENT INC
By:
-------------------------------------
Name:
-------------------------------
Title:
------------------------------
-6-
