METROPOLITAN SERIES FUND, INC.
SUBADVISORY AGREEMENT
(FI International Stock Portfolio)
This Subadvisory Agreement (this "Agreement") is entered into as of
February 5, 2004 by and between MetLife Advisers, LLC, a Delaware limited
liability company (the "Manager"), and Fidelity Management & Research Company
(the "Subadviser").
WHEREAS, the Manager has entered into an Advisory Agreement dated February
5, 2004 (the "Advisory Agreement") with the Fund pursuant to which the Manager
provides portfolio management and administrative services to the FI
International Stock 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.
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.
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
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 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
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
Subadviser exercises investment discretion. The Subadviser may, in its
discretion,
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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
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 0.55% of the first
$250 million of the average daily net assets of the Portfolio, 0.45%
of the next $250 million of such assets and 0.40% 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.
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 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.
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 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
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 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
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.
9. 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 by the Manager on sixty
days' written notice to the Subadviser, and termination of this
Agreement pursuant to this Section 9 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.
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10. 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 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 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 to the
Subadviser or by the Subadviser to the Manager (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 acknowledges 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 agrees
that information supplied by the Subadviser, including approved lists,
internal procedures, compliance procedures and any board materials, is
valuable to the Subadviser, and Manager agrees 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.
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
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Subadviser shall promptly notify the Manager 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. The Subadviser may, at its own expense, delegate any or all of
its duties and responsibilities under this Agreement to FMR Co., Inc.,
Fidelity Management & Research (U.K.) Inc., Fidelity Management &
Research (Far East) Inc., Fidelity International Investment Advisors,
Fidelity International Investment Advisors (U.K.) Limited, and
Fidelity Investments Japan Limited, each a wholly-owned subsidiary of
the Subadviser, (each, a "Sub-Subadviser," collectively, the
"Sub-Subadvisers") 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
each Sub-Subadviser for its services to the Fund. Subject to prior
notice to the Manager, the Subadviser may terminate the services of
any or all Sub-Subadvisers for the Portfolio and shall, at such time,
assume the responsibilities of such Sub-Subadviser or Sub-Subadvisers
with respect to the Fund.
d. 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.
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If to Manager: Metlife Advisers, LLC
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxx X. Xxxxxxx
Senior Vice President
If to Subadviser: Fidelity Management & Research Company
00 Xxxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: General Counsel
f. This Agreement shall be governed by and interpreted in accordance
with the laws of The Commonwealth of Massachusetts.
14. Use of Name.
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:
-------------------------------------
Xxxxxx Xxxxxx
Senior Vice President
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