Exhibit d-28
NEW ENGLAND ZENITH FUND
SUBADVISORY AGREEMENT
(State Street Research Bond Income Series)
This Subadvisory Agreement (this "Agreement") is entered into as of
November 21, 2001 by and between MetLife Advisers, LLC, a Delaware limited
liability company (the "Manager"), and State Street Research & Management
Company (the "Subadviser").
WHEREAS, the Manager has entered into an Advisory Agreement dated August
30, 1996 as amended and restated as of January 1, 2001 (the "Advisory
Agreement") with New England Zenith Fund (the "Trust"), pursuant to which the
Manager provides portfolio management and administrative services to the State
Street Research Bond Income Series of the Trust (the "Series");
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 Series. The Subadviser shall
invest and reinvest the assets of the Series in conformity with (1) the
investment objective, policies and restrictions of the Series set forth in the
Trust's prospectus and statement of additional information, as revised or
supplemented from time to time, relating to the Series (the "Prospectus"), (2)
any additional policies or guidelines established by the Manager or by the
Trust's trustees that have been furnished in writing to the Subadviser 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
"segregated asset accounts" (as defined in 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") 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
Series might otherwise make ("Insurance Restrictions"), and to inform the
Subadviser
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promptly of any changes in such Insurance Restrictions. 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
Series, 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 Series may be invested in such proportions of
stocks, bonds, other securities or investment instruments, or cash, as the
Subadviser shall determine. Notwithstanding the foregoing provisions of this
Section 1.a, however, the Subadviser shall, upon written instructions from the
Manager, effect such portfolio transactions for the Series as the Manager shall
determine are necessary in order for the Series to comply with the Policies.
b. The Subadviser shall furnish the Manager and the Administrator
daily, weekly, monthly, quarterly and/or annual reports concerning portfolio
transactions and the investment performance of the Series in such form as may be
mutually agreed upon, and agrees to review the Series and discuss the management
of the Series with representatives or agents of the Manager, the Administrator
or the Trust at their reasonable request. The Subadviser shall permit all books
and records with respect to the Series to be inspected and audited by the
Manager and the Administrator at all reasonable times during normal business
hours, upon reasonable notice. The Subadviser shall also provide the Manager,
the Administrator or the Trust with such other information and reports as may
reasonably be requested by the Manager, the Administrator or the Trust from time
to time, including without limitation all material as reasonably may be
requested by the Trustees of the Trust pursuant to Section 15(c) of the 1940
Act. The Subadviser shall furnish the Manager (which may also provide it to the
Trust's Board of Trustees) with copies of all material comments relevant to the
Series received from the SEC following routine or special SEC examinations or
inspections.
c. 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 Series.
d. Unless the Manager gives the Subadviser written instructions to
the contrary, the Subadviser shall use its good faith judgment in a manner which
it reasonably believes best serves the interest of the Series' shareholders to
vote or abstain from voting all proxies solicited by or with respect to the
issuers of securities in which assets of the Series are invested.
2. Obligations of the Manager.
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a. The Manager shall provide (or cause the Trust's custodian to
provide) information to the Subadviser in a timely manner regarding such matters
as the composition of assets in the Series, cash requirements and cash available
for investment in the Series, and all other information as may be reasonably
necessary for the Subadviser to perform its responsibilities hereunder.
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b. The Manager has furnished the Subadviser a copy of the Prospectus
and agrees during the continuance of this Agreement to furnish the Subadviser
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 Subadviser with relevant sections of minutes of meetings of the
Trustees of the Trust applicable to the Series to the extent they may affect the
duties of the Subadviser, and with copies of any financial statements or reports
of the Trust with respect to the Series 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.
3. Custodian. The Manager shall provide the Subadviser with a copy of the
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Series' agreement with the custodian designated to hold the assets of the Series
(the "Custodian") and any modifications thereto (the "Custody Agreement"). The
assets of the Series 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
Trust's custodian, in the manner and form as required by the Trust's Custody
Agreement (including with respect to exchange offerings and other corporate
actions) necessary to effect the investment and reinvestment of the Series'
assets. Any assets added to the Series shall be delivered directly to the
Custodian.
4. Expenses. Except for expenses specifically assumed or agreed to be
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paid by the Subadviser pursuant hereto, the Subadviser shall not be liable for
any expenses of the Manager or the Trust 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 Series, 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. Absent instructions from the Manager to
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the contrary, the Subadviser shall place all orders for the purchase and sale of
securities for the Series with brokers or dealers selected by the Subadviser,
which may include brokers or dealers affiliated with the Subadviser, provided
such orders comply with 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
Series may be aggregated with contemporaneous purchase or sell orders of other
clients of the Subadviser. The Subadviser shall use its best efforts to obtain
execution of transactions for the Series at prices which are advantageous to the
Series and at commission rates that are reasonable in relation to the benefits
received. However, the Subadviser may select brokers or dealers on the basis
that they provide brokerage, research or other services or products to the
Series and/or other accounts serviced by the Subadviser. Not all such services
or products need to be used by the Subadviser in managing the Series.
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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 annual rate of 0.20% of
the first $250 million of the average daily net assets of the Series during the
Series' then-current fiscal year and 0.15% of such assets in excess of $250
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
Series 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 Trust; however, any such waiver
will have no effect on the Manager's obligation to pay the Subadviser the
compensation provided for herein.
7. Non-Exclusivity. The Manager agrees 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, except as the
Subadviser 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 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 Series. 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 Trust or the Manager in any way or
otherwise be deemed an agent of the Trust or the Manager except in connection
with the investment management services provided by the Subadviser hereunder.
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, managing directors, employees, affiliates or agents (the
"Indemnified Parties") shall be subject to any liability to the Manager, the
Trust, the Series or any shareholder of the Series for any error of judgment, 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 any Indemnified Party's duties or by reason of
reckless disregard by any Indemnified Party of its obligations and duties. The
Manager shall hold harmless and indemnify the Subadviser 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 Series that is not based upon the obligations of the Subadviser with
respect to the Series 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 Trustees. The Subadviser agrees to indemnify the Manager for any
loss,
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liability, cost, damage or expense (including reasonable attorney's
fees) resulting from a material misstatement or omission in the Series'
Prospectus with respect to disclosure of the Series' investment objectives,
policies and risks. 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 Series or that the
Series 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
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as of the date of its execution, and
a. unless otherwise terminated, this Agreement shall continue in
effect until November 23, 2003, and from year to year thereafter so long as such
continuance is specifically approved at least annually (i) by the Board of
Trustees of the Trust or by vote of a majority of the outstanding voting
securities of the Series, and (ii) by vote of a majority of the trustees of the
Trust who are not interested persons of the Trust, 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 Trustees of the
Trust or by vote of a majority of the outstanding voting securities of the
Series;
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 Trust, or, if approved by the Board of
Trustees of the Trust, 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.
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), such amendment shall also
have been approved by vote of a majority of the outstanding voting securities of
the Series and by vote of a majority of the trustees of the Trust who are not
interested persons of the Trust, 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
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"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.
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12. General.
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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 persons identified in the Prospectus of the Series shall perform the
portfolio management duties described therein until the Subadviser notifies the
Manager that one or more other employees, officers or agents of the Subadviser,
identified in such notice, shall assume such duties as of a specific date. The
Subadviser shall use commercially reasonable efforts to inform the Manager of
any such events enough time prior to the event taking effect such that allows
the Manager sufficient time to prepare and file any necessary supplement to the
Prospectus.
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.
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13. Use of Name.
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It is understood that the phrase "State Street" and "State Street
Research" and any logos associated with that name are the valuable property of
the Subadviser, and that the Trust has the right to include such phrases as a
part of the names of its series or for any other purpose only so long as this
Agreement shall continue. Upon termination of this Agreement the Trust shall
forthwith cease to use such phrases and logos.
METLIFE ADVISERS, LLC
By: /s/ Xxxx X. Xxxxxxx, Xx.
Xxxx X. Xxxxxxx, Xx.
Senior Vice President
STATE STREET RESEARCH & MANAGEMENT COMPANY
By: /s/ Xxxxxxxxxxx X. Xxxxxx
Xxxxxxxxxxx X. Xxxxxx
Executive Vice President
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