Exhibit (d)(d)(2)
SUB-ADVISORY AGREEMENT
SALOMON BROTHERS STRATEGIC BOND OPPORTUNITIES PORTFOLIO
This Sub-Advisory Agreement (this "Agreement") was entered into as of
May 1, 2003 by and among MetLife Advisers, LLC, a Delaware limited liability
company (the "Manager"), Salomon Brothers Asset Management Inc, a Delaware
corporation (the "Sub-Adviser"), and Salomon Brothers Asset Management Limited
("SBAM Ltd.").
WHEREAS, the Manager has entered into an Advisory Agreement dated May
1, 2003 (the "Advisory Agreement") with Metropolitan Series Fund, Inc. (the
"Fund"), pursuant to which the Manager provides portfolio management and
administrative services to the Salomon Brothers Strategic Bond Opportunities
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 sub-advisers;
WHEREAS, the Manager desires to retain the Sub-Adviser to render
portfolio management services in the manner and on the terms set forth in this
Agreement;
WHEREAS, the Manager and the Sub-Adviser desire to retain SBAM Ltd. to
render certain services as described herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth in this Agreement, the Manager and the Sub-Adviser agree as follows:
1. Sub-Advisory Services.
a. The Sub-Adviser shall, subject to the supervision of the
Manager and in cooperation with any administrator appointed by the Manager (the
"Administrator"), manage the investment and reinvestment of the assets of the
Portfolio. The Sub-Adviser shall manage 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 relating to the
Portfolio, (2) any additional policies or guidelines established by the Manager
or by the Fund's directors that have been furnished in writing to the
Sub-Adviser 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 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") and the rules and regulations thereunder. Subject
to the foregoing, the Sub-Adviser 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 Sub-Adviser shall determine. Notwithstanding the
foregoing provisions of this Section 1.a, however, the Sub-Adviser shall, upon
written instructions from the Manager, effect such portfolio transactions for
the Portfolio as the Manager shall determine are necessary in order for the
Portfolio to comply with the Policies.
b. The Sub-Adviser shall furnish the Manager and the
Administrator monthly, quarterly and annual reports concerning transactions and
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 Sub-Adviser 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 notice. The Sub-Adviser shall also provide the Manager, the
Administrator or the Fund with such other information and reports as may
reasonably be requested by the Manager, the Administrator or the Fund from time
to time, including without limitation all material as reasonably may be
requested to the Directors of the Fund pursuant to Section 15(c) of the 1940
Act.
c. The Sub-Adviser shall provide to the Manager a copy of the
Sub-Adviser's and SBAM Ltd.'s respective Form ADV as filed with the Securities
and Exchange Commission and as amended from time to time and a list of the
persons whom the Sub-Adviser wishes to have authorized to give written and/or
oral instructions to custodians of assets of the Portfolio.
2. Obligations of the Manager.
a. The Manager shall provide (or cause the Fund's custodian to
provide) timely information to the Sub-Adviser 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 Sub-Adviser to perform its responsibilities hereunder.
b. The Manager has furnished the Sub-Adviser a copy of the
prospectus and statement of additional information of the Portfolio and agrees
during the continuance of this Agreement to furnish the Sub-Adviser 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
Sub-Adviser with minutes of meetings of the Directors of the Fund applicable to
the Portfolio to the extent they may affect the duties of the Sub-Adviser, and
with copies of any financial statements or reports made by the Portfolio to its
shareholders, and any further materials or information which the Sub-Adviser may
reasonably request to enable it to perform its functions under this Agreement.
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3. Custodian. The Manager shall provide the Sub-Adviser 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"), copies of such modifications to be provided to the Sub-Adviser a
reasonable time in advance of the effectiveness of such modifications. 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 Sub-Adviser shall have no liability for the acts or omissions of
the Custodian, unless such act or omission is required by and taken in reliance
upon instruction given to the Custodian by a representative of the Sub-Adviser
properly authorized to give such instruction under the Custody Agreement. Any
assets added to the Portfolio shall be delivered directly to the Custodian.
4. Proprietary Rights. The Manager agrees and acknowledges that the
Sub-Adviser is the sole owner of the names and marks "Salomon" and "Salomon
Brothers" and that all use of any designation consisting in whole or part of
such names or marks (a "Xxxxxxx Xxxx") under this Agreement shall inure to the
benefit of the Sub-Adviser. The Manager on its own behalf and on behalf of the
Portfolio agrees not to use any Xxxxxxx Xxxx in any advertisement or sales
literature or other materials promoting the Portfolio, except with the prior
written consent of the Sub-Adviser. Without the prior written consent of the
Sub-Adviser, the Manager shall not, and the Manager shall use its best efforts
to cause the Fund not to, make representations regarding the Sub-Adviser in any
disclosure document, advertisement or sales literature or other materials
relating to the Portfolio. Upon termination of this Agreement for any reason,
the Manager shall cease, and the Manager shall use its best efforts to cause the
Portfolio to cease, all use of any Xxxxxxx Xxxx(s) as soon as reasonably
practicable.
5. Expenses. Except for expenses specifically assumed or agreed to be
paid by the Sub-Adviser pursuant hereto, the Sub-Adviser 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 Sub-Adviser will pay
its own expenses incurred in furnishing the services to be provided by it
pursuant to this Agreement.
6. Purchase and Sale of Assets. Absent instructions from the Manager to
the contrary, the Sub-Adviser shall place all orders for the purchase and sale
of securities for the Portfolio with brokers or dealers selected by the
Sub-Adviser, which may include brokers or dealers affiliated with the
Sub-Adviser, provided such orders comply with Rule 17e-1 under the 1940 Act in
all respects. To the extent consistent with applicable law, purchase or sell
orders for the Portfolio may be aggregated with contemporaneous purchase or sell
orders of other clients of the Sub-Adviser. The Sub-Adviser shall use its best
efforts to obtain execution of transactions for the Portfolio at prices which
are advantageous to the Portfolio and at commission rates that
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are reasonable in relation to the benefits received. However, the Sub-Adviser
may select brokers or dealers on the basis that they provide brokerage, research
or other services or products to the Portfolio and/or other accounts serviced by
the Sub-Adviser. To the extent consistent with applicable law, the Sub-Adviser
may pay a broker or dealer an amount of commission for effecting a securities
transaction in excess of the amount of commission or dealer spread another
broker or dealer would have charged for effecting that transaction if the
Sub-Adviser determines in good faith that such amount of commission was
reasonable in relation to the value of the brokerage and research products
and/or services provided by such broker or dealer. This determination, with
respect to brokerage and research services or products, 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 the Portfolio or to accounts
over which they exercise investment discretion. Not all such services or
products need be used by the Sub-Adviser in managing the Portfolio.
7. Compensation of the Sub-Adviser. As full compensation for all
services rendered, facilities furnished and expenses borne by the Sub-Adviser
hereunder, the Manager shall pay the Sub-Adviser compensation at the annual rate
of 0.35% of the first $50 million of the average daily net assets of the
Portfolio, 0.30% of the next $150 million of such assets, 0.25% of the next $300
million of such assets and 0.20% 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. 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 Sub-Adviser the
compensation provided for herein.
8. Non-Exclusivity. The Manager and the Portfolio agree that the
services of the Sub-Adviser are not to be deemed exclusive and that the
Sub-Adviser 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 Sub-Adviser 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 Sub-Adviser 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
Sub-Adviser of its duties and obligations under this Agreement. The Manager and
the Portfolio recognize and agree that the Sub-Adviser 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 Sub-Adviser 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.
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9. Liability. Except as may otherwise be provided by the 1940
Act or other federal securities laws, neither the Sub-Adviser nor any of its
officers, directors, employees 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, any mistake of law 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 the Sub-Adviser's duties or by reason of
reckless disregard by the Sub-Adviser of its obligations and duties. The Manager
shall hold harmless and indemnify the Sub-Adviser for any loss, liability, cost,
damage or expense (including reasonable attorneys fees and costs) arising from
any claim or demand by any past or present shareholder of the Portfolio that is
not based upon the obligations of the Sub-Adviser with respect to the Portfolio
under this Agreement. The Manager acknowledges and agrees that the Sub-Adviser
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 Sub-Adviser, whether public or private.
10. 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, the Sub-Adviser or SBAM Ltd., 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 Sub-Adviser 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 Sub-Adviser
on sixty days' written notice to the Manager and the Fund, or, if approved by
the Board of Directors of the Fund, by the Manager on sixty days' written notice
to the Sub-Adviser; and
e. if the Sub-Adviser requires the Portfolio to change its
name so as to eliminate all references to the words "Salomon" or "Salomon
Brothers," then this Agreement shall automatically terminate at the time of such
change unless the continuance of this Agreement after such change shall have
been specifically approved by vote of a majority of the outstanding
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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 or the Sub-Adviser, cast in
person at a meeting called for the purpose of voting on such approval.
Termination of this Agreement pursuant to this Section 10 shall be
without the payment of any penalty.
11. Amendment. This Agreement may be amended at any time by
mutual consent of the Manager, the Sub-Adviser and SBAM Ltd., provided that, if
required by law, 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, the Sub-Adviser or SBAM Ltd., cast in person at a meeting
called for the purpose of voting on such approval.
12. 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 Securities and Exchange Commission under the 1940 Act.
13. Delegation to SBAM Ltd. etc.
a. The Sub-Adviser may from time to time delegate to SBAM Ltd.
any or all of the responsibilities of the Sub-Adviser hereunder with
respect to transactions of the Portfolio in (1) foreign currencies and
(2) debt securities denominated in currencies other than the U.S.
dollar (but shall not delegate any of the rights of the Sub-Adviser
hereunder); provided, however, that the Sub-Adviser shall be liable
under this Agreement for any acts or omissions of SBAM Ltd. to the
same extent as if such acts or omissions were committed by the
Sub-Adviser itself.
b. The Sub-Adviser shall compensate SBAM Ltd. for its services
hereunder at the rate of one-third of the compensation payable
hereunder to the Sub-Adviser by the Manager. In no event shall SBAM
Ltd. be entitled to any compensation hereunder from any person other
than the Sub-Adviser (including without limitation the Manager, the
Administrator or the Fund).
14. General.
a. The Sub-Adviser and SBAM Ltd. may perform their services
through any of their employees, officers or agents, 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
Portfolio shall perform the portfolio management duties described therein until
the Sub-Adviser notifies the Manager that one or more other employees,
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officers or agents of the Sub-Adviser or SBAM Ltd., identified in such notice,
shall assume such duties as of a specific date.
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.
METLIFE ADVISERS, LLC
By:
-----------------------------------------
Xxxx X. Xxxxxxx, Xx.
Senior Vice President
SALOMON BROTHERS ASSET MANAGEMENT INC
By:-----------------------------------------
Name:------------------------------------
Title:-----------------------------------
SALOMON BROTHERS ASSET MANAGEMENT LIMITED
By:-----------------------------------------
Name:------------------------------------
Title: ----------------------------------
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