Exhibit (d)(d)(7)
SUB-ADVISORY AGREEMENT
Xxxxx Equity Growth Portfolio
This Sub-Advisory Agreement (this "Agreement") is entered into as of
the 1st day of May, 2003 by and between MetLife Advisers, LLC, a Delaware
limited liability company (the "Manager") and Xxxx Xxxxx Management, Inc. (the
"Sub-Adviser").
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 Xxxxx Equity Growth 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 and the Directors of the Fund desire to retain the
Sub-Adviser 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 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 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 by 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 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 of 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.
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
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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 name and xxxx "Xxxxx" and that all use of
any designation consisting in whole or part of "Xxxxx" (an "Xxxxx 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 Xxxxx 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 Xxxxx
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. In that event, allocation of the
securities purchased or sold, as well as the expenses incurred in the
transaction, will be made by the Sub-Adviser in the manner it considers to be
most equitable and consistent with its fiduciary obligations to the Portfolio
and to its other clients. The Manager recognizes that in some cases this
procedure may adversely affect the price paid or received by the Portfolio or
the size of the position obtainable or disposable for 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 0.45%
of the first $100 million of the average daily net assets of the Portfolio,
0.40% of the next $400 million of such assets and 0.35% 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
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Advisory Agreement. The Manager may from time to time waive the compensation it
is entitled to receive from the Fund, however, and 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 Fund 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 Fund 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.
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, and the Manager shall indemnify and hold harmless the Indemnified
Parties against any loss, liability, cost, damage or expense (including
reasonable attorney fees) arising from any claim or demand based upon, 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 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
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Fund who are not interested persons of the Fund, the Manager or
the Sub-Adviser, 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 word "Xxxxx," 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 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 and the Sub-Adviser, 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 or
the Sub-Adviser, 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. General.
a. The Sub-Adviser may perform its services through any employee, officer
or agent of the Sub-Adviser, 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, officers or agents of the Sub-Adviser,
identified in such notice, shall assume such duties as of a specific date.
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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 XXXX XXXXX MANAGEMENT, INC.
By: ________________________________ By: _____________________________
Xxxx X. Xxxxxxx, Xx. Name: ___________________________
Senior Vice President Title: __________________________
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