Exhibit (d)(d)(10)
METROPOLITAN SERIES FUND, INC.
SUBADVISORY AGREEMENT
(FI Mid Cap Opportunities Portfolio)
This Subadvisory Agreement (this "Agreement") is entered into as of May
1, 2003 by and between MetLife Advisers, LLC, a Delaware limited liability
company (the "Manager"), and Fidelity Management & Research Company (the
"Subadviser").
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 FI Mid Cap 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 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.
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 Portfolio. Subject to the provisions of
subparagraph (b) of this Section 1, the Subadviser agrees to
invest and reinvest the assets of 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, as revised or supplemented from time
to time, relating to the Portfolio (the "Prospectus"), as
provided to the Subadviser, (2) any additional policies or
guidelines established by the Manager or by the Fund's
directors that have been furnished in writing to the
Subadviser, and (3) the provisions of the Internal Revenue
Code, as amended (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), 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 Portfolio might otherwise make
("Insurance Restrictions"), and to inform the Subadviser promptly
of any changes in such Insurance Restrictions. In advising the
Portfolio, the Subadviser shall use reasonable efforts to comply
with Subchapters L and M of the Internal Revenue Code of 1986, as
amended (the "Code"). 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 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 Subadviser shall determine.
b. Notwithstanding anything to the contrary herein, the Manager
acknowledges that Subadviser is not the compliance agent for the
Fund or for the Manager, and does not have access to all of the
Fund's books and records necessary to perform certain compliance
testing. The Subadviser's agreement to perform the services
specified in this Section hereof in accordance with applicable
law (including sub-chapters L and M of the Code, and the 1940
Act, as amended ("Applicable Law")) and any additional policies
or guidelines established by the Manager or by the Fund's
directors that have been furnished in writing to the Subadviser
(collectively, the "Charter Requirements"), is subject to the
understanding that the Subadviser shall perform such services
based upon its books and records with respect to the Portfolio,
which comprise a portion of the Portfolio's books and records,
and shall not be held responsible under this Agreement so long as
it performs such services in accordance with this Agreement, the
Charter Requirements and Applicable Law based upon such books and
records.
c. The Subadviser shall furnish the Manager and the Administrator
quarterly and/or annual reports concerning portfolio transactions
and the investment 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 Subadviser shall make a senior portfolio
manager of the Portfolio or an appropriate investment
professional available for presentations to the Directors at a
meeting of the Board of Directors annually, as well as other
meetings as may reasonably be requested. The Subadviser 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
prior written notice. The Subadviser shall furnish the Manager
(which may also provide it to the Fund's Board of Directors) with
copies of all material comments relating to the Portfolio
received from the SEC following routine or special SEC
examinations or inspections.
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d. Upon request of Fund's custodian and/or Fund, the Subadviser
shall provide assistance in connection with the determination of
the fair value of securities in the Portfolio for which market
quotations are not readily available and the parties to this
Agreement agree that the Subadviser shall not bear responsibility
or liability for the determination or accuracy of the valuation
of any portfolio securities and other assets of the Portfolio.
e. 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 Portfolio.
f. Unless the Manager gives the Subadviser written instructions
to the contrary 30 days in advance, the Subadviser shall use its
good faith judgment in a manner which it reasonably believes best
serves the interest of the Portfolio's shareholders to vote or
abstain from voting all proxies solicited by or with respect to
the issuers of securities in which assets of the Portfolio are
invested. The Manager shall instruct the Fund's custodian, the
Administrator, and other parties providing services to the
Portfolio to promptly forward misdirected proxy materials to the
Subadviser.
2. Obligations of the Manager.
a. The Manager shall provide (or cause the Fund's custodian to
provide) information to the Subadviser in a timely manner
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 Subadviser to perform its responsibilities
hereunder.
b. The Manager has furnished the Subadviser a copy of all
Registration Statements and Amendments thereto, including the
Prospectus and Statement of Additional Information, and agrees
during the continuance of this Agreement to furnish the
Subadviser copies of any revisions or supplements thereto within
a reasonable time period 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
Directors of the Fund applicable to the Portfolio to the extent
they may affect the duties of the Subadviser, and with copies of
any financial statements or reports of the Fund with respect to
the Portfolio 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 and SEC exemptive orders relating to the Portfolio.
c. The Manager shall provide to the Subadviser a copy of the
Manager's Form ADV as filed with the SEC and any amendments or
restatements thereof in the future.
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d. The Fund and the Manager will furnish to the Subadviser such
information relating to either of them or the business affairs of
the Fund as the Subadviser shall from time to time request in
order to discharge its obligations hereunder.
3. Custodian. The Manager shall provide the Subadviser 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"). 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 Subadviser
shall provide timely instructions directly to the Custodian, in
the manner and form agreed upon by the Manager, the Subadviser
and the Custodian, as necessary to effect the investment and
reinvestment of the Portfolio's assets. The Subadviser shall have
no liability for the acts or omissions of the Custodian.
4. Expenses. Except for expenses specifically assumed or agreed to
be paid by the Subadviser pursuant hereto, the Subadviser 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 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. The Subadviser shall place all
orders for the purchase and sale of securities for the Portfolio
with brokers or dealers selected by the Subadviser, which may
include brokers or dealers affiliated with the Subadviser,
provided such orders comply with Section 17 and 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
Portfolio may be aggregated with contemporaneous purchase or sell
orders of other clients of the Subadviser. The Subadviser agrees
that, in executing portfolio transactions and selecting brokers
or dealers, if any, it shall use its best efforts to seek on
behalf of the Portfolio the best overall terms available. In
assessing the best overall terms available for any transaction,
the Subadviser shall consider all factors it deems relevant,
including the breadth of the market in and the price of the
security, the financial condition and execution capability of the
broker or dealer, and the reasonableness of the commission, if
any, with respect to the specific transaction and on a continuing
basis. In evaluating the best overall terms available, and in
selecting the broker or dealer, if any, to execute a particular
transaction, Subadviser may also consider the brokerage and
research services (as those terms are defined in Section 28(e) of
the Securities Exchange Act of 1934, as amended ("1934 Act"))
provided to the Subadviser with respect to the Portfolio and/or
other accounts over which the Subadviser exercises investment
discretion. The Subadviser may, in its discretion, agree to pay a
broker or dealer that furnishes such brokerage or research
services a higher commission than that which might have been
charged by another
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broker-dealer for effecting the same transactions, if the
Subadviser determines in good faith that such commission is
reasonable in relation to the brokerage and research services
provided by the broker or dealer, viewed in terms of either that
particular transaction or the overall responsibilities of the
Subadviser with respect to the accounts as to which it exercises
investment discretion (as such term is defined in Section
3(a)(35) of the 1934 Act).
6. Compensation of the Subadviser. As full compensation for all
services rendered, facilities furnished and expenses borne by the
Subadviser hereunder, the Manager shall pay the Subadviser
compensation at the following rate, based on the average daily
net assets of the Portfolio determined at the close of the New
York Stock Exchange on each day the exchange is open for trading:
at the annual rate of 0.55% of the first $250 million of the
average daily net assets of the Portfolio, 0.50% of the next $500
million of such assets and 0.45% of such assets in excess of $750
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. 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 Fund;
however, any such waiver will have no effect on the Manager's
obligation to pay the Subadviser the compensation provided for
herein. The Manager shall pay the Subadviser not later than the
tenth (10) business day immediately following the end of the
relevant payment period.
7. Non-Exclusivity. The Manager agrees that the services of the
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. 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
Portfolio. 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 Fund or the Manager, in any way or otherwise be deemed an
agent of the Fund or the Manager except in connection with the
portfolio management services provided by the Subadviser
hereunder.
8. Liability and Indemnification. Except as may otherwise be
provided by the 1940 Act or other federal securities laws,
neither the Subadviser nor any of its officers, partners,
directors, controlling persons, shareholders, employees,
affiliates or agents
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(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, or any loss, liability,
cost, damage or expense (including reasonable attorneys fees and
costs) 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 any Indemnified Party
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 Portfolio
that is not based upon the obligations of the Subadviser with
respect to the Portfolio 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
Directors. 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 Portfolio or that the Portfolio 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 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 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
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 Subadviser 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 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
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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 of the Manager and the Subadviser, provided that, if
required by law (as may be modified by any exemptions received by
the Manager from the SEC, or any rules or regulations adopted by,
or interpretative releases of, the SEC), 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 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 "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.
12. Confidentiality. All information furnished by one party to the
other party (including their respective agents, employees and
representatives) hereunder shall be treated as confidential and
shall not be disclosed to third parties, except if it is
otherwise in the public domain or, with notice to the other
party, as may be necessary to comply with applicable laws, rules,
regulations, subpoenas or court orders. Without limiting the
foregoing, Manager acknowledges that the securities holdings of
the Portfolio(s) constitute information of value to the
Subadviser, and agrees (1) not to use for any purpose, other than
for Manager or the Fund, or their agents, to supervise or monitor
the Subadviser, the holdings or trade-related information of the
Fund; and (2) not to disclose the Portfolio(s)' holdings, except:
(a) as required by applicable law or regulation; (b) as required
by state or federal regulatory authorities; (c) to the Board,
counsel to the Board, counsel to the Fund, the Administrator or
any sub-administrator, the independent accountants and any other
agent of the Fund; or (d) as otherwise agreed to by the parties
in writing. Further, Manager agrees that information supplied by
the Subadviser, including approved lists, internal procedures,
compliance procedures and any board materials, is valuable to the
Subadviser, and Manager agrees not to disclose any of the
information contained in such materials, except: (i) as required
by applicable law or regulation; (ii) as required by state or
federal regulatory authorities; (iii) to the Board, counsel to
the Board, counsel to the Fund, the Administrator or any
sub-administrator, the independent accountants and any other
agent of the Fund; or (iv) as otherwise agreed to by the parties
in writing.
13. General.
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,
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recommendation or judgment of any specific person; provided,
however, that the Subadviser shall promptly notify the Manager of
any change in the persons identified in the Prospectus of the
Portfolio as performing the portfolio management duties described
therein.
b. The Subadviser may, at its own expense, delegate any or all of
its duties and responsibilities under this Agreement to its
wholly-owned subsidiary, FMR Co., Inc., provided that the
Subadviser remains responsible to the Manager and the Fund for
the performance of all of its responsibilities and duties
hereunder. The Subadviser will compensate FMR Co., Inc. for its
services to the Fund. Subject to prior notice to the Manager, the
Subadviser may terminate the services of FMR Co., Inc. for the
Portfolio and shall, at such time, assume the responsibilities of
FMR Co., Inc. with respect to the Fund.
c. During the term of this Agreement, Manager shall furnish to
the Subadviser at its principal office all prospectuses, proxy
statements, reports to shareholders, sales literature or other
material prepared for distribution to shareholders of the Fund or
the public, which refer to the Subadviser or its clients in any
way, prior to the use thereof, and Manager shall not use any such
materials if the Subadviser reasonably objects in writing in ten
(10) days (or such other time as may be mutually agreed, which
would include longer time periods for review of the Fund's
prospectus and other parts of the registration statement) after
receipt thereof.
d. 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 may be enforced
to the fullest extent permitted by law.
e. Any notice under this Agreement shall be in writing, addressed
and delivered and mailed, postage prepaid, to the other party,
with a copy to the Fund, at the addressed below or such other
address as such other party may designate for the receipt of such
notice.
If to Manager: Metlife Advisers, LLC
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Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Senior Vice President
If to Subadviser: Fidelity Management & Research Company
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Attention: General Counsel
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f. This Agreement shall be governed by and interpreted in
accordance with the laws of The Commonwealth of Massachusetts.
14. Use of Name.
a. The parties agree that the name of the Subadviser, the names
of any affiliates of the Subadviser and any derivative, logo,
trademark, service ▇▇▇▇ or trade name are the valuable property
of the Subadviser and its affiliates. Manager and the Fund shall
have the right to use such name(s), derivatives, logos,
trademarks or service marks or trade names only with the prior
written approval of the Subadviser, which approval shall not be
unreasonably withheld or delayed so long as this Agreement is in
effect.
b. Upon termination of this Agreement, the Manager and the Fund
shall forthwith cease to use such name(s), derivatives, logos,
trademarks, service marks or trade names. The Manager and the
Fund agree they will review with the Subadviser any
advertisement, sales literature, or notice prior to its use that
makes reference to the Subadviser or its affiliates or any such
name(s), derivatives, logos, trademarks, service marks or trade
names, it being understood that the Subadviser shall have no
responsibility to ensure of the adequacy of the form or content
of such materials for purposes of the 1940 Act or other
applicable laws and regulations. If Manager or the Fund makes an
unauthorized use of the Subadviser's names, derivatives, logos,
trademarks, service marks or trade names, the parties acknowledge
that the Subadviser shall suffer irreparable hardship for which
monetary damages are inadequate and thus, the Subadviser will be
entitled to injunctive relief.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed as of the day and year first above written.
METLIFE ADVISERS, LLC
By
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Senior Vice President
FIDELITY MANAGEMENT & RESEARCH COMPANY
By:
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▇▇▇▇▇▇ ▇▇▇▇▇▇
Senior Vice President
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