METROPOLITAN SERIES FUND, INC.
FORM OF SUBADVISORY AGREEMENT
(FI LARGE CAP PORTFOLIO)
This Subadvisory Agreement (this "Agreement") is entered into as of May 1,
2006 by and between MetLife Advisers, LLC, a Delaware limited liability company
(the "Manager"), Metropolitan Series Fund, Inc. (the "Fund") and Fidelity
Management & Research Company (the "Subadviser").
WHEREAS, the Manager has entered into an Advisory Agreement dated May 1,
2006 (the "Advisory Agreement") with the Fund pursuant to which the Manager
provides portfolio management and administrative services to the FI Large Cap
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.
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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 (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
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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. Notwithstanding 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 Portfolio'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 with
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.
d. Upon request of Fund's Manager and/or Fund, the Subadviser shall
provide assistance in connection with the determination of the fair
value of securities in the
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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 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. 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. The Subadviser shall provide the Fund in a
timely manner with such records of its proxy voting on behalf of the
Portfolio for the Portfolio as necessary for the Fund to comply with the
requirements of Form N-PX, or any successor law, rule, regulation, or
SEC Position.
2. Obligations of the Manager.
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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.
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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.
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
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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 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
Portfolio'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
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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
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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
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Subadviser exercises investment discretion. The Subadviser may, in its
discretion, agree to pay a broker or dealer that furnishes such
brokerage or research 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
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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 0.45% 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 and the Fund agree that the services of the
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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 and the Fund recognize and
agree 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.
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8. Liability and Indemnification. Except as may otherwise be provided by
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the 1940 Act or other federal securities laws, neither the Subadviser
nor any of its officers, partners, 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, 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 and the Fund 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 and the Fund
acknowledge and agree 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
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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 by the Manager on sixty
days' written notice to the Subadviser, and termination of this
Agreement pursuant to this Section 9 shall
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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.
10.Amendment. This Agreement may be amended at any time by mutual consent
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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
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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 the Manager and the Fund
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to the Subadviser or by the Subadviser to the Manager or the Fund
(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 and the Fund acknowledge that the securities
holdings of the Portfolio(s) 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 and the Fund agree that
information supplied by the Subadviser, including approved lists,
internal procedures, compliance procedures and any board materials, is
valuable to the Subadviser, and Manager and the Fund agree 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.
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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 and the Fund shall not be
entitled to the advice, recommendation or judgment of any specific
person; provided, however, that the Subadviser shall promptly notify the
Manager and the Fund 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
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxx X. Xxxxxxx
Senior Vice President
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If to Subadviser: Fidelity Management & Research Company
00 Xxxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: General Counsel
If to Fund: Metropolitan Series Fund, Inc.
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxx X. Xxxxxxx, Xx.
Senior Vice President
f. This Agreement shall be governed by and interpreted in accordance
with the laws of The Commonwealth of Massachusetts.
14.Use of Name.
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a. The parties agree that the name of the Subadviser, the names of any
affiliates of the Subadviser and any derivative, logo, trademark,
service xxxx 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.
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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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Xxxx X. Xxxxxxx, Xx.
Senior Vice President
FIDELITY MANAGEMENT &
RESEARCH COMPANY
By:
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METROPOLITAN SERIES FUND, INC.
By
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Xxxx X. Xxxxxxx, Xx.
Senior Vice President
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