Exhibit (d)(b)(23)
STATE STREET RESEARCH LARGE CAP VALUE PORTFOLIO
SUBADVISORY AGREEMENT
AGREEMENT made this 1st day of May, 2002, among Metropolitan Series
Fund, Inc., a Maryland corporation (the "Fund"), MetLife Advisers, LLC (the
"Manager"), a Delaware limited liability company, and State Street Research &
Management Company, a Delaware corporation (the "Subadviser");
W I T N E S S E T H :
WHEREAS, the Fund is engaged in business as a diversified open-end
management investment company and is registered as such under the Investment
Company Act of 1940 (the "Investment Company Act");
WHEREAS, the Fund, a series type of investment company, issues
separate classes (or series) of stock, each of which represents a separate
portfolio of investments;
WHEREAS, the Fund is currently comprised of various portfolios, each
of which pursues its investment objectives through separate investment policies,
and the Fund may add or delete portfolios from time to time;
WHEREAS, the Subadviser is engaged principally in the business of
rendering advisory services and is registered as an investment adviser under the
Investment Advisers Act of 1940; and
WHEREAS, the Fund has employed the Manager to act as investment
manager of the State Street Research Large Cap Value Portfolio as set forth in
the Advisory Agreement dated May 1, 2001 relating to the State Street Research
Large Cap Value Portfolio between the Fund and the Manager (the "State Street
Research Large Cap Value Portfolio Subadvisory
1
Agreement"); and the Fund and the Manager desire to enter into a separate
subadvisory agreement with respect to the State Street Research Large Cap Value
Portfolio of the Fund with the Subadviser;
NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained, the Fund, the Investment Manager and the Subadviser
hereby agree as follows:
ARTICLE 1.
Duties of the Subadviser.
Subject to the supervision and approval of the Manager and the Fund's
Board of Directors, the Subadviser will manage the investment and reinvestment
of the assets of the Fund's State Street Research Large Cap Value Portfolio (the
"Portfolio") for the period and on the terms and conditions set forth in this
Agreement. In acting as Subadviser to the Fund with respect to the Portfolio,
the Subadviser shall determine which securities shall be purchased, sold or
exchanged and what portion of the assets of the Portfolio shall be held in the
various securities or other assets in which it may invest, subject always to any
restrictions of the Fund's Articles of Incorporation and By-Laws, as amended or
supplemented from time to time, the provisions of applicable laws and
regulations including the Investment Company Act, and the statements relating to
the Portfolio's investment objectives, policies and restrictions as the same are
set forth in the prospectus and statement of additional information of the Fund
then currently effective under the Securities Act of 1933 (the "Prospectus").
Should the Board of Directors of the Fund or the Manager at any time, however,
make any definite determination as to investment policy and notify in writing
the Subadviser thereof, the Subadviser shall be bound by such determination for
the period, if any, specified in such notice or until similarly notified in
writing
2
that such determination has been revoked. The Subadviser shall take, on behalf
of the Fund, all actions which it deems necessary to implement the investment
policies of the Portfolio, determined as provided above, and in particular to
place all orders for the purchase or sale of portfolio securities for the
Portfolio with brokers or dealers selected by it.
In connection with the selection of such brokers or dealers and the
placing of such orders, the Subadviser is directed at all times to follow the
policies of the Fund set forth in the Prospectus. Nothing herein shall preclude
the "bunching" of orders for the sale or purchase of portfolio securities with
other Fund portfolios or with other accounts managed by the Subadviser. The
Subadviser shall not favor any account over any other and any purchase or sale
orders executed contemporaneously shall be allocated in a manner it deems
equitable among the accounts involved and at a price which is approximately
averaged.
In connection with these services the Subadviser will provide
investment research as to the Portfolio's investments and conduct a continuous
program of evaluation of its assets. The Subadviser will have the responsibility
to monitor the investments of the Portfolio to the extent necessary for the
Subadviser to manage the Portfolio in a manner that is consistent with the
investment objective and policies of the Portfolio set forth in the Prospectus,
as from time to time amended, and communicated in writing to the Subadviser, and
consistent with applicable law, including, but not limited to, the Investment
Company Act and the rules and regulations thereunder and the applicable
provisions of the Internal Revenue Code and the rules and regulations thereunder
(including, without limitation, subchapter M of the Code and the investment
diversification aspects of Section 817(h) of the Code).
The Subadviser will furnish the Manager and the Fund such statistical
information,
3
including prices of securities in situations where a fair valuation
determination is required or when a security cannot be priced by the Fund's
accountants, with respect to the investments it makes for the Portfolio as the
Manager and the Fund may reasonably request. On its own initiative, the
Subadviser will apprise the Manager and the Fund of important developments
materially affecting the Portfolio, including but not limited to any change in
the personnel of the Subadviser responsible for the day to day investment
decisions made by the Subadviser for the Portfolio and any material legal
proceedings against the Subadviser by the Securities and Exchange Commission
relating to violations of the federal securities laws by the Subadviser, and
will furnish the Manager and the Fund from time to time with similar material
information that is believed appropriate for this purpose. In addition, the
Subadviser will furnish the Manager and the Fund's Board of Directors such
periodic and special reports as either of them may reasonably request.
The Subadviser will exercise its best judgment in rendering the
services provided for in this Article 1, and the Fund and the Manager agree, as
an inducement to the Subadviser's undertaking so to do, that the Subadviser will
not be liable under this Agreement for any mistake of judgment or in any other
event whatsoever, except as hereinafter provided. The Subadviser shall for all
purposes herein 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 other than in furtherance of its duties and responsibilities as set
forth in this Agreement.
Notwithstanding any other provision of this Agreement, the Fund, the
Manager and the Subadviser may agree to the employment of a Sub-Subadviser to
the Fund for the purpose of
4
providing investment advisory services with respect to the Portfolio, provided
that the compensation to be paid to such Sub-Subadviser shall be the sole
responsibility of the Subadviser and the duties and responsibilities of the
Sub-Subadviser shall be as set forth in a sub-subadvisory agreement among the
Manager, the Subadviser, the Sub-Subadviser and the Fund on behalf of the
Portfolio.
ARTICLE 2.
Subadvisory Fee.
The payment of advisory fees and the allocation of charges and
expenses between the Fund and the Manager with respect to the Portfolio are set
forth in the State Street Research Large Cap Value Portfolio Advisory Agreement.
Nothing in this State Street Research Large Cap Value Portfolio Subadvisory
Agreement shall change or affect that arrangement. The payment of advisory fees
and the apportionment of any expenses related to the services of the Subadviser
under this Agreement shall be the sole concern of the Manager and the Subadviser
and shall not be the responsibility of the Fund.
In consideration of services rendered pursuant to this Agreement, the
Manager will pay the Subadviser on the first business day of each month the fee
at the annual rate specified by the schedule of fees in the Appendix to this
Agreement. The fee for any period from the date the Portfolio commences
operations to the end of the month will be prorated according to the proportion
which the period bears to the full month, and, upon any termination of this
Agreement before the end of any month, the fee for the part of the month during
which the Subadviser acted under this Agreement will be prorated according to
the proportion which the period bears to the full month and will be payable upon
the date of termination of this Agreement.
5
For the purpose of determining the fees payable to the Subadviser,
the value of the Portfolio's net assets will be computed in the manner specified
in the Fund's Prospectus. The Subadviser will bear all of its own expenses (such
as research costs) in connection with the performance of its duties under this
Agreement except for those which the Manager agrees to pay.
The Subadviser agrees to notify promptly, upon written request, the
Manager if, for any other registered investment company having a substantially
similar investment program, it agrees to (1) provide more services or bear more
expenses for a comparable or lower fee; and (2) provide comparable services and
bear comparable expenses for a lower fee.
Other Matters.
The Subadviser may from time to time employ or associate with itself
any person or persons believed to be particularly fitted to assist in its
performance of services under this Agreement. The compensation of any such
persons will be paid by the Subadviser, and no obligation will be incurred by,
or on behalf of, the Fund or the Manager with respect to them.
The Fund and the Manager understand that the Subadviser now acts and
will continue to act as investment manager to various investment companies and
fiduciary or other managed accounts, and the Fund and the Manager have no
objection to the Subadviser's so acting. In addition, the Fund understands that
the persons employed by the Subadviser to assist in the performance of the
Subadviser's duties hereunder will not devote their full time to such service,
and nothing herein contained shall be deemed to limit or restrict the
Subadviser's right or the right of any of the Subadviser's affiliates to engage
in and devote time and attention to other businesses or to render other services
of whatever kind or nature.
6
The Subadviser agrees that all books and records which it maintains
for the Fund are the Fund's property. The Subadviser also agrees upon request of
the Manager or the Fund, promptly to surrender the books and records to the
requester or make the books and records available for inspection by
representatives of regulatory authorities. The Subadviser further agrees to
maintain and preserve the Fund's books and records in accordance with the
Investment Company Act and rules thereunder.
The Subadviser will not be liable for any error of judgment or
mistake of law or for any loss suffered by the Fund in connection with the
matters to which this Agreement relates, except for a loss resulting from
willful misfeasance, bad faith or gross negligence of the Subadviser in the
performance of its duties or from reckless disregard of its obligations and
duties under this Agreement.
The Manager has herewith furnished the Subadviser copies of the
Fund's Prospectus, Articles of Incorporation and By-Laws as currently in effect
and agrees during the continuance of this Agreement to furnish the Subadviser
copies of any amendments or supplements thereto before or at the time the
amendments or supplements become effective. The Subadviser will be entitled to
rely on all documents furnished to it by the Manager or the Fund.
ARTICLE 3.
Duration and Termination of this Agreement.
This Agreement shall become effective as of the date first above
written and shall remain in force until August 30, 2003 and thereafter shall
continue in effect, but only so long as such continuance is specifically
approved at least annually by (i) the Board of Directors of the Fund, or by the
vote of a majority of the outstanding shares of the Portfolio, and (ii) a
majority of
7
those directors who are not parties to this Agreement or interested persons of
any such party cast in person at a meeting called for the purpose of voting on
such approval.
This Agreement may be terminated with respect to the Portfolio at any time,
without the payment of any penalty, by the Board of Directors of the Fund, or by
vote of a majority of the outstanding shares of the Portfolio, on sixty days'
written notice to the Manager and Subadviser, or by the Manager on thirty days'
written notice to the Subadviser and the Fund, or by the Subadviser on sixty
days' written notice to the Manager and the Fund. This Agreement shall
automatically terminate in the event of its assignment or in the event of the
termination of the State Street Research Large Cap Value Portfolio Advisory
Agreement.
ARTICLE 4.
Definitions.
The terms "assignment," "interested person," and "majority of the
outstanding shares," when used in this Agreement, shall have the respective
meanings specified under the Investment Company Act.
ARTICLE 5.
Amendments of this Agreement.
This Agreement may be amended by the parties only if such amendment
is specifically approved by (i) the Board of Directors of the Fund, to the
extent permitted by the Investment Company Act, or by the vote of a majority of
the outstanding shares of the Portfolio, and (ii) by the vote of a majority of
those directors of the Fund who are not parties to this Agreement or interested
persons of any such party cast in person at a meeting called for the purpose of
voting on such approval.
8
ARTICLE 6.
Governing Law.
The provisions of this Agreement shall be construed and interpreted
in accordance with the laws of the State of New York as at the time in effect
and the applicable provisions of the Investment Company Act. To the extent that
the applicable law of the State of New York, or any of the provisions herein,
conflict with the applicable provisions of the Investment Company Act, the
latter shall control.
9
ARTICLE 7.
Notices.
Notices to be given hereunder shall be addressed to:
Fund: Xxxx X. Xxxxxx
President
Metropolitan Series Fund, Inc.
Xxx Xxxxxxx Xxxxxx, Xxxx 0X
Xxx Xxxx, Xxx Xxxx 00000
Manager: Xxxx X. Xxxxxxx, Xx
Senior Vice-President
MetLife Advisers, LLC
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Subadviser: Xxxxxxx X. XxXxxxxx, III
Executive Vice President, Secretary &
General Counsel
State Street Research & Management Company
Xxx Xxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Changes in the foregoing notice provisions may be made by notice in
writing to the other parties at the addresses set forth above. Notice shall be
effective upon delivery.
10
METLIFE ADVISERS, LLC
--------------------------------------
Xxxx X. Xxxxxxx, Xx., Senior Vice President
STATE STREET RESEARCH & MANAGEMENT COMPANY, INC.
--------------------------------------
Name:
Title:
00
Xxxxxxxx
XXXXX XXXXXX XXXXXXXX & MANAGEMENT COMPANY, INC.
Metropolitan Series Fund Fee Schedule
State Street Research Large Cap Value Portfolio
1st $100 Million .45%
next $150 Million .40%
next $250 Million .35%
next $1.5 billion .30%
of the average daily value of the net assets of
the Portfolio
12
