1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14c INFORMATION
Information Statement Pursuant to Section 14c of the Securities Exchange Act
of 1934 (Amendment No. )
FILED BY THE REGISTRANT [X] FILED BY A PARTY OTHER THAN THE REGISTRANT [ ]
--------------------------------------------------------------------------------
Check the appropriate box:
[ ] Preliminary Information Statement
[X] Definitive Information Statement
[ ] Definitive Additional Materials
[ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE
14c-5(d)(2))
New England Zenith Fund
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14c-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
---------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
---------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
---------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
---------------------------------------------------------------------------
5) Total fee paid:
---------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
---------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
---------------------------------------------------------------------------
3) Filing Party:
---------------------------------------------------------------------------
4) Date Filed:
---------------------------------------------------------------------------
2
NEW ENGLAND ZENITH FUND
MFS Total Return Series
INFORMATION STATEMENT
This Information Statement is being furnished by the Board of Trustees (the
"Trustees") of New England Zenith Fund (the "Trust") to the shareholders of the
MFS Total Return Series, which was formerly known as the Back Bay Advisors
Managed Series (the "Series"). This Information Statement is being mailed
beginning on or about September 24, 2001 to all of the Series's shareholders of
record as of the close of business on June 30, 2001 (the "Shareholders").
NO SHAREHOLDER VOTE WILL BE TAKEN WITH RESPECT TO THE MATTERS DESCRIBED IN THIS
INFORMATION STATEMENT. WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED
NOT TO SEND US A PROXY.
I. INTRODUCTION
The Trust is an open-end management investment company organized in 1987 as a
business trust under the laws of The Commonwealth of Massachusetts. The Trust is
a series type company with 14 investment portfolios. The Series is one of those
portfolios. MetLife Advisers, LLC (the "Adviser") acts as adviser to the Series.
Prior to July 1, 2001, Back Bay Advisors, L.P. ("Back Bay") acted as subadviser
to the Series pursuant to a subadvisory agreement dated October 30, 2000 between
Back Bay and the Adviser (the "Previous Subadvisory Agreement").
On June 28, 2001, the Trustees approved a new subadvisory agreement (the "New
Subadvisory Agreement") between the Adviser and Massachusetts Financial Services
Company ("MFS") with respect to the Series, which took effect as of July 1,
2001. In connection with the appointment of MFS pursuant to the New Subadvisory
Agreement, the Trustees terminated the Previous Subadvisory Agreement, and as of
July 1, 2001, Back Bay no longer served as subadviser to the Series.
The Investment Company Act of 1940, as amended (the "1940 Act") generally
provides that an investment adviser or subadviser to a mutual fund may act as
such only pursuant to a written contract which has been approved by a vote of
the fund's shareholders, as well as by a vote of a majority of the trustees of
the fund who are not parties to such contract or interested persons of any party
to such contract. The Trust and the Adviser, however, have received from the
Securities and Exchange Commission an exemption from the shareholder approval
voting requirement in certain circumstances (the "SEC Exemption"). Under the SEC
Exemption, the Adviser is permitted, under specified conditions, to enter into
new and amended subadvisory agreements for the management of the portfolio of a
series of the Trust, including agreements with new subadvisers that are not
affiliated persons of the Adviser or the Trust, and agreements with existing
subadvisers if there is a material change in the terms of the subadvisory
agreement or if there is an "assignment," as defined in the 1940 Act, or other
event causing termination of the existing subadvisory agreement, without
obtaining the approval of the Trust's shareholders. Such agreements must
nevertheless be approved by the Trustees, in accordance with the requirements of
the 1940 Act. One of the conditions of the SEC Exemption is that within 90 days
after entering into a new or amended subadvisory agreement without shareholder
approval, the Trust must provide an information statement to the shareholders of
the affected series setting forth substantially the information that would be
required to be contained in a proxy statement for a meeting of shareholders to
vote on the approval of the agreement. In accordance with the SEC Exemption, the
Trust is furnishing this Information Statement to the Shareholders in order to
provide information regarding the New Subadvisory Agreement.
II. THE AGREEMENTS
Description of the Advisory Agreement
The Adviser currently serves as investment adviser to the Series pursuant to an
advisory agreement between the Adviser and the Trust dated August 30, 1996 (the
"Advisory Agreement"). The Advisory Agreement provides that the Adviser will,
subject to its rights to delegate such responsibilities to other parties,
provide to the Series both portfolio management services and administrative
services.
Under the Advisory Agreement, a management fee is payable by the Series to the
Adviser at the annual rate of 0.50% of the Series's average daily net assets.
For the fiscal year ended December 31, 2000, the aggregate management fee
payable by the Series to the Adviser under the Advisory Agreement was
$1,005,439.
VL-166-01
3
Description of Previous Subadvisory Agreement
Under the Previous Subadvisory Agreement, the Adviser delegated its portfolio
management responsibilities for the Series to Back Bay. The Previous Subadvisory
Agreement required Back Bay to manage the investment and reinvestment of the
assets of the Series, subject to the supervision of the Adviser. Under the terms
of the Previous Subadvisory Agreement, Back Bay was authorized to effect
portfolio transactions for the Series, using its own discretion and without
prior consultation with the Adviser. Back Bay also was required to report
periodically to the Adviser and the Trustees.
Under the Previous Subadvisory Agreement, an investment subadvisory fee was
payable by the Adviser to Back Bay at the annual rate of 0.25% of the first $50
million of the average daily net assets of the Series and 0.20% of the amount of
such assets in excess of $50 million. For the fiscal year ended December 31,
2000, the aggregate investment subadvisory fee paid by the Adviser to Back Bay
under the Previous Subadvisory Agreement (and its predecessor agreements) was
$427,176. The Series paid no fee to Back Bay under the Previous Subadvisory
Agreement.
The Trustees approved the Previous Subadvisory Agreement (which approval was
effective as of October 30, 2000) at a meeting held on August 3, 2000.
Shareholders of the Series approved the Previous Subadvisory Agreement at a
meeting held on October 30, 2000. The purpose of the submission of the Previous
Subadvisory Agreement for shareholder approval at such time was to approve it
following the acquisition of Back Bay's parent company, Nvest Companies, L.P. by
CDC Asset Management. This acquisition resulted in the termination pursuant to
the 1940 Act of a predecessor agreement to the Previous Subadvisory Agreement,
which termination was effective as of October 30, 2000. (An interim subadvisory
agreement pursuant to Rule 15a-4 under the 1940 Act was in place for the Series
for a portion of the day on October 30, 2000.)
Description of New Subadvisory Agreement
The New Subadvisory Agreement appears in Appendix A. The next several paragraphs
briefly summarize some important provisions of the New Subadvisory Agreement,
but for a complete understanding you should read Appendix A.
The New Subadvisory Agreement requires MFS to manage the investment and
reinvestment of the assets of the Series, subject to the supervision of the
Adviser. Under the terms of the New Subadvisory Agreement, MFS is authorized to
effect portfolio transactions for the Series in the discretion of MFS and
without prior consultation with the Adviser. MFS is required to report
periodically to the Adviser and the Trustees. Under the New Subadvisory
Agreement, the Adviser compensates MFS at an annual rate of 0.25% of the first
$50 million of the average daily net assets of the Series and 0.20% of the
amount of such assets in excess of $50 million. This subadvisory fee is the same
as the subadvisory fee payable to Back Bay under the Previous Subadvisory
Agreement.
The New Subadvisory Agreement provides that it will continue in effect for two
years from its date of execution, and from year to year thereafter so long as
such continuance is specifically approved at least annually (i) by the Trustees
or by vote of a majority of the outstanding voting securities of the Series and
(ii) by vote of a majority of the Trustees who are not "interested persons," as
that term is defined in the 1940 Act, of the Trust, the Adviser or MFS, cast in
person at a meeting called for the purpose of voting on such approval. Any
amendment to the New Subadvisory Agreement must be approved by the Adviser and
MFS and, if required by law, by vote of a majority of the Trustees who are not
interested persons of the Trust, the Adviser or MFS, cast in person at a meeting
called for the purpose of voting on such approval, and/or by vote of a majority
of the outstanding voting securities of the Series.
The New Subadvisory Agreement may be terminated without penalty (i) by vote of
the Trustees, or by vote of a majority of the outstanding voting securities of
the Series, upon 60 days' written notice to MFS, (ii) by MFS upon 60 days'
written notice to the Adviser and the Trust, or (iii) if approved by the
Trustees, by the Adviser upon 60 days' written notice to MFS. The New
Subadvisory Agreement terminates automatically in the event of its assignment or
upon the termination of the Advisory Agreement.
The New Subadvisory Agreement provides that MFS and its officers, directors,
employees or agents (the "Indemnified Parties") shall not be subject to any
liability in connection with the performance of services thereunder in the
absence of willful misfeasance, bad faith or gross negligence in the performance
of MFS's duties or by reason of reckless disregard by MFS of its obligations and
duties thereunder. Furthermore, the Adviser has agreed to indemnify the
Indemnified Parties for any loss arising from shareholder claims that are not
based upon the obligations of MFS with respect to the Series under the New
Subadvisory Agreement.
Comparison of Previous and New Subadvisory Agreements
The New Subadvisory Agreement is substantially similar to the Previous
Subadvisory Agreement, except (1) references to Back Bay have been changed to
references to MFS and (2) certain other minor differences. If the New
Subadvisory Agreement had
2
4
been in effect during the fiscal year ended December 31, 2000, the subadvisory
fee payable to MFS would have been the same as was payable to Back Bay under the
Previous Subadvisory Agreement (and its predecessor agreements) for this period.
The advisory fee payable by the Series to the Adviser would have been the same
whether the New Subadvisory Agreement or the Previous Subadvisory Agreement (and
its predecessor agreements) had been in effect during the fiscal year ended
December 31, 2000.
NO CHANGE IN THE ADVISORY FEE RATE PAYABLE BY THE SERIES TO THE ADVISER OR IN
THE SUBADVISORY FEE RATE PAYABLE BY THE ADVISER IS BEING PROPOSED.
III. INFORMATION ABOUT MFS
Trustee Review
Based on a review of the investment approach and investment practices used by
Back Bay in managing the Series's portfolio, the Series's performance record
under Back Bay's management, the determination by Back Bay's corporate parent to
wind up Back Bay's affairs, the performance record of MFS in managing funds with
investment objectives similar to those of the Series and the performance of
other funds with investment objectives similar to those of the Series, the
Adviser recommended, and the Trustees determined, that it would be appropriate
for MFS to assume responsibility for the day-to-day management of the Series's
portfolio. As a result, on April 25, 2001, the Trustees approved the termination
of the Previous Subadvisory Agreement, such termination to take effect 60 days
following the provision of notice to Back Bay in accordance with the terms of
the Previous Subadvisory Agreement.
In connection with the change of subadviser, the Series's name was changed from
"Back Bay Advisors Managed Series" to "MFS Total Return Series".
In determining to approve the appointment of MFS as subadviser to the Series,
the Trustees considered numerous additional factors that they considered
relevant, including the qualifications of MFS and its personnel and their
ability to provide portfolio management services to the Series. The Trustees
also considered extensive information about the Series, MFS's management style
and MFS's proposed approach to managing the Series's portfolio, including
information about MFS's organizational structure, investment and legal and
compliance personnel, compliance procedures and financial condition. In
addition, the Trustees considered MFS's status as a respected investment adviser
and the fact that the Previous Subadvisory Agreement and the New Subadvisory
Agreement are substantially similar to each other, including providing for the
same subadvisory fee rate.
The Trustees also considered MFS's policies for placing portfolio transactions
of the Series with broker-dealers that furnish brokerage and research services
to MFS, as described below. The Trustees also took into account MFS's
substantial experience and reputation as a manager of equity and fixed income
investments, and the prominence of the MFS name in the marketplace for
investment advice, as possible factors that might enhance the marketability of
the insurance products that invest in the Series, and thus lead to growth in the
size of the Series, although such growth cannot be assured.
Based on this review, the Trustees concluded that it was appropriate and
desirable for MFS to assume responsibility for the management of the Series
under the New Subadvisory Agreement.
Changes in Investment Style
The investment approach used by MFS in managing the Series's portfolio is
expected to be similar to the approach previously used by Back Bay in managing
the Series's portfolio. Back Bay previously managed, and MFS currently manages,
the Series as a "balanced" portfolio, with portions of the Series's assets
invested in both equities and fixed income securities.
In managing the Series's portfolio, MFS generally intends to maintain at least a
40%, but not more than a 75%, weighting in equities and at least a 25% weighting
in fixed income securities. Under Back Bay's management of the Series, the
weightings typically were in this same range.
Back Bay previously used an economic model that took various factors and
indicators into account to adjust the asset mix of the Series. MFS has informed
the Adviser that it does not expect to use such a model, but that it typically
adjusts the mix of equities and fixed income securities held by the Series based
on its outlook for the relative performance of these two asset classes.
MFS has informed the Adviser that it anticipates an annual equity portfolio
turnover rate of approximately 90% for the Series, but that the actual rate
might be higher or lower than that. Under Back Bay's management of the Series,
portfolio turnover was 48% in the year ended December 31, 2000 and 49% in the
year ended December 31, 1999. Higher portfolio turnover rates can cause the
Series to incur greater transaction costs, which can lead to lower investment
returns.
Under MFS's management, the equity portion of the Series is expected to have a
more explicit orientation toward value stocks, which are stocks whose prices are
considered to be low relative to earnings expectations for such companies. Under
Back Bay's
3
5
management, the equity portion of the Series was managed primarily in an effort
to replicate or slightly exceed the performance of the Standard & Poor's 500
Index, a commonly used benchmark for equity performance, with a somewhat greater
emphasis on the value stock components of that index than would result from
strictly replicating the makeup of the index.
Portfolio Transactions and Brokerage
Portfolio transactions for the Series will be placed with those securities
brokers and dealers that MFS believes will provide the best value in transaction
and research services for the Series, either in a particular transaction or over
a period of time. MFS does not currently have any registered broker-dealer
affiliates.
In valuing brokerage services, MFS makes a judgment as to which brokers are
capable of providing the most favorable net price (not necessarily the lowest
commission) and the best execution in a particular transaction. Best execution
connotes not only general competence and reliability of a broker, but specific
expertise and effort of a broker in overcoming the anticipated difficulties in
fulfilling the requirements of particular transactions, because the problems of
execution and the required skills and effort vary greatly among transactions.
Although some transactions involve only brokerage services, many involve
research services as well. In valuing research services, MFS makes a judgment of
the usefulness of research and other information provided by a broker to MFS in
managing the Series's investment portfolio. In some cases, the information
(e.g., data or recommendations concerning particular securities) relates to the
specific transaction placed with the broker, but typically the research consists
of a wide variety of information concerning companies, industries, investment
strategy and economic, financial and political conditions and prospects, which
information may be useful to MFS in advising the Series.
MFS will be the principal source of information and advice to the Series and
will be responsible for making and initiating the execution of the investment
decisions for the Series. The Trustees recognize, however, that it is important
for MFS, in performing its responsibilities to the Series, to continue to
receive and evaluate the broad spectrum of economic and financial information
that many securities brokers have customarily furnished in connection with
brokerage transactions, and that in compensating brokers for their services, it
is in the interest of the Series to take into account the value of the
information received for use in advising the Series. Consequently, the
commission paid to brokers providing research services may be greater than the
amount of commission another broker would charge for the same transaction. The
extent, if any, to which the obtaining of such information may reduce the
expenses of MFS in providing management services to the Series will not be
determinable. In addition, it is understood by the Trustees that other clients
of MFS might also benefit from the information obtained for the Series, in the
same manner that the Series might also benefit from information obtained by MFS
in performing services for other MFS clients.
MFS Operations
MFS is a professional investment management firm that provides services to
investment companies, employee benefit plans, endowments, foundations and other
institutions and individuals. MFS has provided investment advisory services
since 1924. As of June 30, 2001, MFS had approximately $140 billion in total
assets under management. MFS is a Delaware corporation that is headquartered at
500 Boylston Street, Boston, Massachusetts 02116.
MFS acts as investment adviser or subadviser to the following other mutual funds
that have similar investment objectives to that of the Series:
<Table>
<Caption>
APPROXIMATE NET ASSETS
ANNUAL FEE RATE AS OF JULY 1, 2001
FUND (AS A % OF NET ASSETS) ($ MILLIONS)
---- -------------------------------- ----------------------
Sun America Total Return Series* 0.375% $239 million
London Pacific Total Return Portfolio* 0.50% up to $200 million $7.9 million
0.45% on next $1.1 billion
0.40% in excess of $1.3 billion
Travelers Total Return Portfolio* 0.375% $490 million
MFS Total Return Fund 0.34% $9.6 billion
MFS/VIT Total Return Series 0.75% $556 million
Golden Select Total Return Series* 0.400% up to $300 million $560 million
0.250% in excess of $300 million
</Table>
---------------
* With respect to this fund, MFS serves as subadviser and, accordingly, the
sponsoring investment adviser pays MFS a subadvisory fee at the rates set
forth under "Annual Fee".
4
6
MFS has not waived, reduced or otherwise agreed to reduce its compensation for
the funds listed above.
MFS is a wholly-owned subsidiary of Sun Life of Canada (US) Financial Services
Holdings, Inc. which is in turn a wholly-owned subsidiary of Sun Life Assurance
Company of Canada -- US Operations Holdings, Inc., which in turn is a
wholly-owned subsidiary of Sun Life Assurance Company of Canada. Sun Life
Assurance Company of Canada is a wholly-owned subsidiary of Sun Life Financial
Services of Canada, Inc., a publicly traded company. The mailing address of Sun
Life of Canada (US) Financial Services Holdings, Inc., Sun Life Assurance
Company of Canada -- US Operations Holdings, Inc., Sun Life Assurance Company of
Canada and Sun Life Financial Services of Canada, Inc. is 150 King Street West,
Toronto, Ontario, Canada M5H1J9.
The mailing address of each director and executive officer of MFS is 500
Boylston Street, Boston, Massachusetts, 02116. The directors and principal
executive officer of MFS and their principal occupations are as follows:
<Table>
Jeffrey Lee Shames Chairman and Chief Executive Officer of MFS
John William Ballen Director and President of MFS
Joseph William Dellorusso Director, C.A.O., C.I.O. and Executive Vice President of MFS
Director, Chief Investment Officer and Executive Vice
Kevin Ralph Parke President of MFS
William Wallace Scott Director and Executive Vice President of MFS
Claude James Prieur Director of MFS
William Stinson Director of MFS
Arnold Dwayne Scott Director and Senior Executive Vice President of MFS
Donald Alexander Stewart Director of MFS
Thomas Joseph Cashman, Jr. Director and Executive Vice President of MFS
</Table>
IV. OTHER INFORMATION
Information About the Adviser
The Adviser is a Delaware limited liability company. New England Life Holdings,
Inc. ("NELHI") owns all of the voting interests in the Adviser. NELHI is a
wholly-owned subsidiary of New England Life Insurance Company ("New England
Financial"), which in turn is a wholly-owned subsidiary of MetLife New England
Holdings, Inc. ("MetLife Holdings"). MetLife Holdings is wholly owned by
Metropolitan Life Insurance Company ("MetLife"), which in turn is a wholly-owned
subsidiary of MetLife, Inc., a publicly traded company. The members of the
Adviser, other than NELHI, include each insurance company the separate accounts
of which invest in registered investment companies to which the Adviser serves
as investment adviser. The Chairman of the Board and President of the Adviser is
Anne M. Goggin. Ms. Goggin and John F. Guthrie, Jr. are the Adviser's directors.
Ms. Goggin is the Chairman of the Board and President of the Trust, and her
principal occupation is Senior Vice President and General Counsel of New England
Financial. Mr. Guthrie is a Senior Vice President of the Trust, and his
principal occupation is Vice President of New England Financial. The address of
the Adviser, New England Life Holdings, Inc., New England Financial, Ms. Goggin
and Mr. Guthrie is 501 Boylston Street, Boston, Massachusetts 02116. The address
of MetLife, MetLife Holdings and MetLife, Inc. is One Madison Avenue, New York,
New York 10010.
Information About the Trust
COPIES OF THE ANNUAL REPORT OF THE TRUST FOR THE FISCAL YEAR ENDED DECEMBER 31,
2000 AND THE SEMI-ANNUAL REPORT OF THE TRUST FOR THE PERIOD ENDED JUNE 30, 2001
MAY BE OBTAINED WITHOUT CHARGE BY CALLING (800) 356-5015 OR BY WRITING TO THE
SECRETARY OF THE TRUST AT 501 BOYLSTON STREET, BOSTON, MASSACHUSETTS 02116.
Ownership of Shares
Shares of the Series are available for purchase only by separate accounts
established by New England Financial, MetLife and their affiliates. The Trust
serves as the investment vehicle for variable insurance, variable annuity and
group annuity products of New England Financial, MetLife or their affiliates.
Shares of the Series are not offered for direct purchase by the investing
public. The number of shares of beneficial interest of the Series issued and
outstanding as of June 30, 2001 was 1,178,004.077.
Record Ownership
As of June 30, 2001, all of the shares of the Series were owned by one of: (1)
New England Variable Life Separate Account ("NEVL Account"), a separate account
of New England Financial; and (2) The New England Variable Account ("TNE
Account"), a separate account of MetLife. The table below sets out the number of
shares and percentage of the Series's shares
5
7
represented by such number for each separate account. The percentage of shares
outstanding may not total 100% due to rounding.
<Table>
<Caption>
NEVL ACCOUNT TNE ACCOUNT
------------------------- -------------------------
NUMBER OF % NUMBER OF %
SHARES OUTSTANDING SHARES OUTSTANDING
----------- ----------- ----------- -----------
484,436.679 41% 693,567.398 59%
</Table>
New England Financial and MetLife have informed the Trust that, as of June 30,
2001, other than as set forth above, no person or company beneficially owned 5%
or more of the shares of the Series, and that the Trust's officers and Trustees
as a group owned less than 1% of the outstanding shares of the Series.
Principal Underwriter
New England Securities Company, the principal underwriter of the Trust, is
located as 399 Boylston Street, Boston, Massachusetts 02116.
6
8
APPENDIX A
SUB-ADVISORY AGREEMENT
MFS TOTAL RETURN SERIES
This Sub-Advisory Agreement (this "Agreement") is entered into as of June 30,
2001 by and between MetLife Advisers, LLC, a Delaware limited liability company
(the "Manager"), and Massachusetts Financial Services Company, a Delaware
corporation (the "Sub-Adviser").
WHEREAS, the Manager has entered into an Advisory Agreement dated as of August
30, 1996 (the "Advisory Agreement") with New England Zenith Fund (the "Trust"),
pursuant to which the Manager provides portfolio management and administrative
services to the MFS Total Return Series (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 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;
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
Series. Subject to paragraph 1.g. below, the Sub-Adviser shall manage 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 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 "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, as amended (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 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 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 Series as the Manager shall determine
are necessary in order for the Series to comply with the Policies.
b. The Sub-Adviser shall furnish the Manager and the Administrator daily,
weekly, monthly, quarterly and/or annual reports concerning transactions and
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 Sub-Adviser 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 Sub-Adviser 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 to the Trustees of the Trust 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 Series.
d. The Sub-Adviser will consult with and assist the Series' pricing agent
regarding the valuation of securities that are not registered for public sale,
not traded on any securities markets, or otherwise may be deemed illiquid for
purposes of the 1940 Act and for which market quotations are not readily
available.
9
e. Unless the Manager gives the Sub-Adviser written instructions to the
contrary, the Sub-Adviser 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.
f. The Manager shall provide the Sub-Adviser with a list of entities with which
the Sub-Adviser is restricted from engaging in transactions on behalf of the
Series. The Sub-Adviser shall be responsible for complying with this restricted
list and any changes thereto 10 business days after its receipt.
g. The Manager acknowledges that the Sub-Adviser is not the compliance agent
for the Series and does not have access to all of the Series' books and records
necessary to perform certain compliance testing. However, the Sub-Adviser shall
perform compliance testing with respect to the Series based upon information in
its possession and upon written instructions, if any, received from the Manager
or the Administrator and shall not be held in breach of this Agreement so long
as it performs in accordance with such information and instructions.
2. Obligations of the Manager.
a. The Manager shall provide (or cause the Trust's custodian to provide) timely
information to the Sub-Adviser 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
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 Series 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 Sub-Adviser shall not be responsible for
managing the Series in accordance with changes reflected in any such revision or
supplement until the Sub-Adviser has received such revision or supplement. The
Manager agrees to furnish the Sub-Adviser 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 Sub-Adviser, and with copies of any financial
statements or reports of the Trust with respect to the Series which are provided
to the Series' 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
Series's agreement with the custodian designated to hold the assets of the
Series (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 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 Sub-Adviser shall provide timely instructions directly to the
Trust's custodian, in the manner and form as required by the Trust's custodian
agreement (including with respect to exchange offerings and other corporate
actions) necessary to effect the investment and reinvestment of the Series'
assets. 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 Series 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 mark "MFS". Without the prior
review and approval of the Sub-Adviser, the Manager shall not, and the Manager
shall use its best efforts to cause the Trust not to, make representations
regarding the Sub-Adviser in any disclosure document, advertisement or sales
literature or other materials relating to the Series. Upon termination of this
Agreement for any reason, the Manager shall cease, and the Manager shall use its
best efforts to cause the Series to cease, all use of the "MFS" mark 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 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 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 Series 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 (or any successor regulations) under the 1940
Act in all respects. To the extent consistent with applicable law, purchase or
sell orders for the Series 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 Series at prices which
are advantageous to the Series and at commission rates that are reasonable in
relation to the benefits received.
2
10
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 0.25%
of the first $50 million of the average daily net assets of the Series, and
0.20% of such assets in excess of $50 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 Sub-Adviser shall serve for less than the whole of any month,
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
Sub-Adviser the compensation provided for herein.
8. Non-Exclusivity. The Manager and the Series 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 Series
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 Series. 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 Trust or the
Manager in any way or otherwise be deemed an agent of the Trust 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 Trust, the Series or any shareholder of the
Series 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
Indemnified Parties against 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 Series that is not based upon the
obligations of the Sub-Adviser with respect to the Series 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 Series or that the Series 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 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, 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 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 Sub-Adviser 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
Sub-Adviser; and
e. if the Sub-Adviser requires the Series to change its name so as to
eliminate all references to the word "MFS" 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 Series and by
vote of a majority of the Trustees of the Trust who are not interested
persons of the Trust 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
3
11
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 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 of its 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 Series 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.
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:
-----------------------------------------------------
John F. Guthrie, Jr.
Senior Vice President
MASSACHUSETTS FINANCIAL SERVICES COMPANY
By:
-----------------------------------------------------
Arnold D. Scott
Senior Executive Vice President
4
12
September, 2001
TO OUR VARIABLE LIFE POLICYHOLDERS AND VARIABLE ANNUITY CONTRACT OWNERS:
Enclosed please find a copy of the New England Zenith Fund Information Statement
that describes a change in the portfolio management of the Back Bay Advisors
Managed Series. On June 28, 2001, the Board of Trustees of the New England
Zenith Fund approved a new subadvisory agreement between MetLife Advisers, LLC
and Massachusetts Financial Services Company ("MFS"), which took effect July 1,
2001.
Under this new subadvisory agreement, Massachusetts Financial Services Company
became the new subadviser to the Series, replacing Back Bay Advisors, L.P., and
assumed responsibility for the day-to-day management of the Series. Also
effective July 1, 2001, the name of the Series changed to the "MFS Total Return
Series." The investment objective of the Series is to seek a favorable total
return through investment in a diversified portfolio of common stocks and fixed
income securities. MFS will normally invest from 40% to 75% of its net assets in
equity securities and at least 25% of its assets in fixed income securities.
Please refer to the enclosed Information Statement for more detailed
information. If you have any questions regarding your Variable Life policy,
please contact the Client TeleService Center at 1-800-388-4000. If you have any
questions regarding your Variable Annuity contract, please call our Customer
Service Team at 1-800-435-4117.
Sincerely,
<Table>
Paul LeClair, FSA Hugh McHaffie
Vice President Senior Vice President
Individual Life Product Management New England Annuities
</Table>