INTERIM SUB-SUB-ADVISORY AGREEMENT
between
FMR CO., INC. and
FIDELITY MANAGEMENT & RESEARCH COMPANY
AGREEMENT made this 16th day of December, 2003, by
and between FMR Co., Inc., a Massachusetts corporation with
principal offices at 00 Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx
(hereinafter called the ''SubAdviser") and Fidelity Management
& Research Company, a Massachusetts corporation with principal
offices at 00 Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx
(hereinafter called the ''Adviser").
WHEREAS the Adviser has entered into an Investment
Subadvisory Agreement ("Sub-Advisory Agreement") with
MetLife Advisers, LLC ("Client") and the Metropolitan Series
Fund, Inc. (the "Fund"), pursuant to which the Adviser acts as
investment adviser to the Portfolios listed on Exhibit A
(individually a "Portfolio" and collectively the "Portfolios").
WHEREAS the Sub-Adviser was formed for the purpose
of providing investment management of equity and high income
funds and advising generally with respect to equity and high
income instruments.
NOW, THEREFORE, in consideration of the premises and
the mutual promises hereinafter set forth, the Adviser and the Sub-
Adviser agree as follows:
1. (a) The Sub-Adviser shall, subject to the
supervision of the Adviser, direct the investments of all or such
portion of the Portfolios' assets as the Adviser shall designate in
accordance with the investment objectives, policies and limitations
as provided in the Portfolios' Prospectus or other governing
instruments, as amended from time to time, the Investment
Company Act of 1940 and rules thereunder, as amended from time
to time (the ''1940 Act"), and such other limitations as the
Portfolios may impose by notice in writing to the Adviser or Sub-
Adviser. The Sub-Adviser shall also furnish for the use of the
Portfolios' office space and all necessary office facilities,
equipment and personnel for servicing the investments of the
Portfolios; and shall pay the salaries and fees of all personnel of
the Sub-Adviser performing services for the Portfolios relating to
research, statistical and investment activities. The Sub-Adviser is
authorized, in its discretion and without prior consultation with the
Portfolios or the Adviser, to buy, sell, lend and otherwise trade in
any stocks, bonds and other securities and investment instruments
on behalf of the Portfolios. The investment policies and all other
actions of the Portfolios are and shall at all times be subject to the
control and direction of the Fund's Board of Directors.
(b) The Sub-Adviser shall also furnish such reports,
evaluations, information or analyses to the Fund and the Adviser
as the Fund's Board of Directors or the Adviser may request from
time to time or as the SubAdviser may deem to be desirable. The
Sub-Adviser shall make recommendations to the Fund's Board of
Directors with respect to Portfolios' policies, and shall carry out
such policies as are adopted by the Directors. The Sub-Adviser
shall, subject to review by the Board of Directors, furnish such
other services as the Sub-Adviser shall from time to time
determine to be necessary or useful to perform its obligations
under this Agreement and which are not otherwise furnished by
the Adviser.
(c) The Sub-Adviser shall place all orders for the purchase
and sale of portfolio securities for the Portfolios' accounts with
brokers or dealers selected by the Sub-Adviser, which may include
brokers or dealers affiliated with the Adviser or Sub-Adviser. The
Sub-Adviser shall use its best efforts to seek to execute portfolio
transactions at prices which are advantageous to the Portfolios and
at commission rates which are reasonable in relation to the
benefits received. In selecting brokers or dealers qualified to
execute a particular transaction, brokers or dealers may be
selected who also provide brokerage and research services (as
those terms are defined in Section 28(e) of the Securities
Exchange Act of 1934) to the Portfolios and/or the other accounts
over which the SubAdviser, Adviser or their affiliates exercise
investment discretion. The Sub-Adviser is authorized to pay a
broker or dealer who provides such brokerage and research
services a commission for executing a portfolio transaction for a
Portfolio which is in excess of the amount of commission another
broker or dealer would have charged for effecting that transaction
if the Sub-Adviser determines in good faith that such amount of
commission is reasonable in relation to the value of the brokerage
and research services provided by such broker or dealer. This
determination 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 accounts over which they
exercise investment discretion. The Directors of the Fund shall
periodically review the commissions paid by the Portfolios to
determine if the commissions paid over representative periods of
time were reasonable in relation to the benefits to the Portfolios.
2. As compensation for the services to be furnished
by the Sub-Adviser hereunder, the Adviser agrees to pay the Sub-
Adviser a monthly fee equal to 50% of the sub-advisory fee that
the Client is obligated to pay the Adviser under the Sub-Advisory
Agreement in respect of that portion of the Portfolios' assets
managed by the SubAdviser during such month. Such fee shall
not be reduced to reflect expense reimbursements or fee waivers
by the Adviser, if any, in effect from time to time.
3. It is understood that Directors, officers, and
shareholders of the Fund are or may be or become interested in the
Adviser or the Sub-Adviser as directors, officers or otherwise and
that directors, officers and stockholders of the Adviser or the Sub-
Adviser are or may be or become similarly interested in the Fund,
and that the Adviser or the Sub-Adviser may be or become
interested in the Fund as a shareholder or otherwise.
4. It is understood that each Portfolio will pay all its
expenses other than those expressly stated to be payable by the
Sub-Adviser hereunder or by the Adviser under the Sub-Advisory
Agreement.
5. The Services of the Sub-Adviser to the Adviser
are not to be deemed to be exclusive, the Sub-Adviser being free
to render services to others and engage in other activities,
provided, however, that such other services and activities do not,
during the term of this Agreement, interfere, in a material manner,
with the Sub-Adviser's ability to meet all of its obligations with
respect to rendering investment advice hereunder. The Sub-
Adviser shall for all purposes be an independent contractor and
not an agent or employee of the Adviser or the Fund.
6. In the absence of willful misfeasance, bad faith,
gross negligence or reckless disregard of obligations or duties
hereunder on the part of the Sub-Adviser, the Sub-Adviser shall
not be subject to liability to the Adviser, the Client, the Fund or to
any shareholder of the Portfolios for any act or omission in the
course of, or connected with, rendering services hereunder or for
any losses that may be sustained in the purchase, holding or sale
of any security.
7. (a) Subject to prior termination as provided in
sub-paragraph (d) of this paragraph 7 for each
Portfolio, this Agreement shall continue in
force for 150 days or until a new Sub-Sub-
Advisory Agreement between the Adviser and
the Sub-Adviser is approved by the Fund's
Board of Directors, whichever is sooner.
(b) This Agreement may be modified by mutual
consent subject to the provisions of Section 15
of the 1940 Act, as modified by or interpreted
by any applicable order or orders of the
Securities and Exchange Commission (the
"Commission") or any rules or regulations
adopted by, or interpretive releases of, the
Commission.
(c) In addition to the requirements of sub
paragraphs (a) and (b) of this paragraph 7, the
terms of any continuance or modification of the
Agreement must have been approved by the
vote of a majority of those Directors of the
Fund who are not parties to such Agreement or
interested persons of any such party, cast in
person at a meeting called for the purpose of
voting on such approval.
(d) Either the Adviser, the Sub-Adviser or the
Portfolios may, at any time on sixty (60) days'
prior written notice to the other parties,
terminate this Agreement, without payment of
any penalty, by action of its Board of
Directors, or by vote of a majority of its
outstanding voting securities. This Agreement
shall terminate automatically upon the
termination of the Sub-Advisory Agreement.
This Agreement shall terminate automatically
in the event of its assignment.
8. The Sub-Adviser agrees that any obligations of
the Fund or the Portfolios arising in connection with this
Agreement shall be limited in all cases to the Portfolios and its
assets, and the Sub-Adviser shall not seek satisfaction of any such
obligation from the shareholders or any shareholder of the
Portfolios. Nor shall the Sub-Adviser seek satisfaction of any
such obligation from the Directors or any individual Director.
9. THIS AGREEMENT SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE COMMONWEALTH OF MASSACHUSETTS,
WITHOUT GIVING EFFECT TO THE CHOICE OF LAWS
PROVISIONS THEREOF.
The terms ''registered investment company,"
''vote of a majority of the outstanding voting securities,"
''assignment," and ''interested persons," when used herein, shall
have the respective meanings specified in the Investment
Company Act of 1940 as now in effect or as hereafter amended.
IN WITNESS WHEREOF the parties hereto have caused
this instrument to be signed in their behalf by their respective
officers thereunto duly authorized, and their respective seals to be
hereunto affixed, all as of the date written above.
FMR CO., INC.
BY:
___________________________________________
Xxxxxx Xxxxxx
Senior Vice President
FIDELITY MANAGEMENT & RESEARCH COMPANY
BY:
___________________________________________
Xxxxxx Xxxxxx
Senior Vice President
Exhibit A to Sub-Sub-Advisory Agreement
As of Decmeber 16, 2003
Metropolitan Series Fund, Inc.
FI International Stock Portfolio
FMR CO., INC.
BY:
___________________________________________
Xxxxxx Xxxxxx
Senior Vice President
FIDELITY MANAGEMENT & RESEARCH COMPANY
BY:
___________________________________________
Xxxxxx Xxxxxx
Senior Vice President
