SUB-SUB-ADVISORY AGREEMENT
between
FMR CO., INC. and
FIDELITY MANAGEMENT & RESEARCH COMPANY
AGREEMENT made this 5th day of February, 2004, by and between FMR Co.,
Inc., a Massachusetts corporation with principal offices at 00 Xxxxxxxxxx
Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx (hereinafter called the "Sub-Adviser") and
Fidelity Management & Research Company, a Massachusetts corporation with
principal offices at 00 Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx (hereinafter
called the "Adviser").
WHEREAS the Adviser has entered into an Investment Subadvisory Agreement
("Sub-Advisory Agreement") with MetLife Advisers, LLC ("Client") and the
Metropolitan Series Fund, Inc. (the "Fund"), pursuant to which the Adviser acts
as investment adviser to the Portfolios listed on Exhibit A (individually a
"Portfolio" and collectively the "Portfolios").
WHEREAS the Sub-Adviser was formed for the purpose of providing investment
management of equity and high income funds and advising generally with respect
to equity and high income instruments.
NOW, THEREFORE, in consideration of the premises and the mutual promises
hereinafter set forth, the Adviser and the Sub-Adviser agree as follows:
1. (a) The Sub-Adviser shall, subject to the supervision of the Adviser,
direct the investments of all or such portion of the Portfolios' assets as the
Adviser shall designate in accordance with the investment objectives, policies
and limitations as provided in the Portfolios' Prospectus or other governing
instruments, as amended from time to time, the Investment Company Act of 1940
and rules thereunder, as amended from time to time (the "1940 Act"), and such
other limitations as the Portfolios may impose by notice in writing to the
Adviser or Sub-Adviser. The Sub-Adviser shall also furnish for the use of the
Portfolios' office space and all necessary office facilities, equipment and
personnel for servicing the investments of the Portfolios; and shall pay the
salaries and fees of all personnel of the Sub-Adviser performing services for
the Portfolios relating to research, statistical and investment activities. The
Sub-Adviser is authorized, in its discretion and without prior consultation with
the Portfolios or the Adviser, to buy, sell, lend and otherwise trade in any
stocks, bonds and other securities and investment instruments on behalf of the
Portfolios. The investment policies and all other actions of the Portfolios are
and shall at all times be subject to the control and direction of the Fund's
Board of Directors.
(b) The Sub-Adviser shall also furnish such reports, evaluations,
information or analyses to the Fund and the Adviser as the Fund's Board of
Directors or the Adviser may request from time to time or as the Sub-Adviser may
deem to be desirable. The Sub-Adviser shall make recommendations to the Fund's
Board of Directors with respect to Portfolios' policies, and shall carry out
such policies as are adopted by the Directors. The Sub-Adviser shall, subject to
review by the Board of Directors, furnish such other services as the Sub-Adviser
shall from time to time determine to be necessary or useful to perform its
obligations under this Agreement and which are not otherwise furnished by the
Adviser.
(c) The Sub-Adviser shall place all orders for the purchase and sale of
portfolio securities for the Portfolios' accounts with brokers or dealers
selected by the Sub-Adviser, which may include brokers or dealers affiliated
with the Adviser or Sub-Adviser. The Sub-Adviser shall use its best efforts to
seek to execute portfolio transactions at prices which are advantageous to the
Portfolios and at commission rates which are reasonable in relation to the
benefits received. In selecting brokers or dealers qualified to execute a
particular transaction, brokers or dealers may be selected who also provide
brokerage and research services (as those terms are defined in Section 28(e) of
the Securities Exchange Act of 1934) to the Portfolios and/or the other accounts
over which the Sub-Adviser, Adviser or their affiliates exercise investment
discretion. The Sub-Adviser is authorized to pay a broker or dealer who provides
such brokerage and research services a commission for executing a portfolio
transaction for a Portfolio which is in excess of the amount of commission
another broker or dealer would have charged for effecting
that transaction if the Sub-Adviser determines in good faith that such amount of
commission is reasonable in relation to the value of the brokerage and research
services provided by such broker or dealer. This determination may be viewed in
terms of either that particular transaction or the overall responsibilities
which the Sub-Adviser and its affiliates have with respect to accounts over
which they exercise investment discretion. The Directors of the Fund shall
periodically review the commissions paid by the Portfolios to determine if the
commissions paid over representative periods of time were reasonable in relation
to the benefits to the Portfolios.
2. As compensation for the services to be furnished by the Sub-Adviser
hereunder, the Adviser agrees to pay the Sub-Adviser a monthly fee equal to 50%
of the sub-advisory fee that the Client is obligated to pay the Adviser under
the Sub-Advisory Agreement in respect of that portion of the Portfolios' assets
managed by the Sub-Adviser during such month. Such fee shall not be reduced to
reflect expense reimbursements or fee waivers by the Adviser, if any, in effect
from time to time.
3. It is understood that Directors, officers, and shareholders of the
Fund are or may be or become interested in the Adviser or the Sub-Adviser as
directors, officers or otherwise and that directors, officers and stockholders
of the Adviser or the Sub-Adviser are or may be or become similarly interested
in the Fund, and that the Adviser or the Sub-Adviser may be or become interested
in the Fund as a shareholder or otherwise.
4. It is understood that each Portfolio will pay all its expenses other
than those expressly stated to be payable by the Sub-Adviser hereunder or by the
Adviser under the Sub-Advisory Agreement.
5. The Services of the Sub-Adviser to the Adviser are not to be deemed
to be exclusive, the Sub-Adviser being free to render services to others and
engage in other activities, provided, however, that such other services and
activities do not, during the term of this Agreement, interfere, in a material
manner, with the Sub-Adviser's ability to meet all of its obligations with
respect to rendering investment advice hereunder. The Sub-Adviser shall for all
purposes be an independent contractor and not an agent or employee of the
Adviser or the Fund.
6. In the absence of willful misfeasance, bad faith, gross negligence or
reckless disregard of obligations or duties hereunder on the part of the
Sub-Adviser, the Sub-Adviser shall not be subject to liability to the Adviser,
the Client, the Fund or to any shareholder of the Portfolios for any act or
omission in the course of, or connected with, rendering services hereunder or
for any losses that may be sustained in the purchase, holding or sale of any
security.
7. (a) This Agreement may be modified by mutual consent subject to the
provisions of Section 15 of the 1940 Act, as modified by or
interpreted by any applicable order or orders of the Securities
and Exchange Commission (the "Commission") or any rules or
regulations adopted by, or interpretive releases of, the
Commission.
(b) In addition to the requirements of sub-paragraphs (a) of this
paragraph 7, the terms of any continuance or modification of the
Agreement must have been approved by the vote of a majority of
those Directors of the Fund who are not parties to such Agreement
or interested persons of any such party, cast in person at a
meeting called for the purpose of voting on such approval.
(c) Either the Adviser, the Sub-Adviser or the Portfolios may, at any
time on sixty (60) days' prior written notice to the other
parties, terminate this Agreement, without payment of any
penalty, by action of its Board of Directors, or by vote of a
majority of its outstanding voting securities. This Agreement
shall terminate automatically upon the termination of the
Sub-Advisory Agreement. This Agreement shall terminate
automatically in the event of its assignment.
8. The Sub-Adviser agrees that any obligations of the Fund or the
Portfolios arising in connection with this Agreement shall be limited in all
cases to the Portfolios and its assets, and the Sub-Adviser shall not seek
satisfaction of any such obligation from the shareholders or any shareholder of
the Portfolios. Nor shall the Sub-Adviser seek satisfaction of any such
obligation from the Directors or any individual Director.
9. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS, WITHOUT GIVING EFFECT TO THE
CHOICE OF LAWS PROVISIONS THEREOF.
The terms "registered investment company," "vote of a majority of the
outstanding voting securities," "assignment," and "interested persons," when
used herein, shall have the respective meanings specified in the Investment
Company Act of 1940 as now in effect or as hereafter amended.
IN WITNESS WHEREOF the parties hereto have caused this instrument to be
signed in their behalf by their respective officers thereunto duly authorized,
and their respective seals to be hereunto affixed, all as of the date written
above.
FMR CO., INC.
BY:
-----------------------------------
Xxxxxx Xxxxxx
Senior Vice President
FIDELITY MANAGEMENT & RESEARCH COMPANY
BY:
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Xxxxxx Xxxxxx
Senior Vice President
Exhibit A to Sub-Sub-Advisory Agreement
As of May 1, 2004
Metropolitan Series Fund, Inc.
FI International Stock Portfolio
FMR CO., INC.
BY:
-----------------------------------
Xxxxxx Xxxxxx
Senior Vice President
FIDELITY MANAGEMENT & RESEARCH COMPANY
BY:
-----------------------------------
Xxxxxx Xxxxxx
Senior Vice President
