AMENDMENT NO. 1 TO INVESTMENT ADVISORY AGREEMENT
This Amendment No. 1 to the Investment Advisory Agreement (the "Agreement")
dated February 12, 2001, by and between Met Investors Advisory Corp. (now known
as Met Investors Advisory LLC) (the "Manager") and Pacific Investment Management
Company LLC (the "Adviser") with respect to the PIMCO Total Return Portfolio
("Portfolio"), is entered into effective the 11th day of January, 2007.
WHEREAS the Agreement provides for the Adviser to provide certain
investment advisory services to the Manager, for which the Adviser is to receive
agreed upon fees; and
WHEREAS the Manager and the Adviser desire to make certain changes to the
Agreement;
NOW, THEREFORE, for good and valuable consideration, the receipt of which
is acknowledged, the Manager and the Adviser hereby agree that the Agreement is
amended as follows:
1. The first sentence of Section 2.(a) of the Agreement shall be replaced
with the following:
"The Adviser shall manage the investment and reinvestment of the
portfolio assets of the Portfolio, all without prior consultation with the
Manager, subject to and in accordance with the investment objective and policies
of the Portfolio set forth in the Trust's Registration Statement and the Charter
Documents, as such Registration Statement and Charter Documents may be amended
from time to time, in compliance with the requirements applicable to registered
investment companies under applicable laws and those requirements applicable to
both regulated investment companies and segregated asset accounts under
Subchapters M and Section 817(h) of the Internal Revenue Code of 1986, as
amended (the "Code") including but not limited to, the diversification
requirements of Section 817(h) of the Code and the regulations thereunder and
any written instructions which the Manager or the Trust's Board of Trustees may
issue from time-to-time in accordance therewith."
2. Section 2.(b) of the Agreement is amended in whole to read as follows:
"To the extent provided in the Trust's Registration Statement, as such
Registration Statement may be amended from time to time, the Adviser shall, in
the name of the Portfolio, place orders for the execution of portfolio
transactions with or through such brokers, dealers or other financial
institutions as it may select including affiliates of the Adviser and, complying
with Section 28(e) of the Securities Exchange Act of 1934, may pay a commission
on transactions in excess of the amount of commission another broker-dealer
would have charged. Subject to seeking the most favorable price and execution,
the Board of Trustees or the Manager may cause the Adviser to effect
transactions in portfolio securities through broker-dealers in a manner that
will help generate resources to pay the cost of certain expenses which the Trust
is required to pay or for which the Trust is required to arrange payment.
Provided the investment objectives of the Portfolio are adhered to, the Manager
agrees that the Adviser may aggregate sales and purchase orders of securities,
commodities and other investments held in the Portfolio
with similar orders being made simultaneously for other accounts managed by the
Adviser or with accounts of the affiliates of Adviser, if in the Adviser's
reasonable judgment such aggregation shall result in an overall economic benefit
to the Portfolio taking into consideration the advantageous selling or purchase
price, brokerage commission and other expenses. The Manager acknowledges that
the determination of such economic benefit to the Portfolio by the Adviser
represents the Adviser's evaluation that the Portfolio is benefited by
relatively better purchase or sales prices, lower commission expenses and
beneficial timing of transactions or a combination of these and other factors."
3. Section 2.(e) of the Agreement is amended in whole to read as follows:
"The Adviser and the Manager acknowledge that the Adviser is not the
compliance agent for the Portfolio or for the Manager, and does not have access
to all of the Portfolio's books and records necessary to perform certain
compliance testing. To the extent that the Adviser has agreed to perform the
services specified in this Section 2 in accordance with the Trust's Registration
Statement and Charter Documents, written instructions of the Manager and any
policies adopted by the Trust's Board of Trustees applicable to the Portfolio
(collectively, the "Charter Requirements"), and in accordance with applicable
law (including Subchapters M and the diversification requirements of section
817(h) of the Code, the 1940 Act and the Advisers Act ("Applicable Law")), the
Adviser shall perform such services based upon its books and records with
respect to the Portfolio (as specified in Section 2.c. hereof), which comprise a
portion of the Portfolio's books and records, and upon information and written
instructions received from the Trust, the Manager or the Trust's administrator,
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 and such information and
instructions provided by the Trust, the Manager or the Trust's administrator.
The Adviser shall, as part of a complete portfolio compliance testing program,
perform quarterly diversification testing under Section 817(h) of the Code. The
Adviser shall provide timely notice each calendar quarter that such
diversification was satisfied or if not satisfied, that corrections were made
within 30 days of the end of the calendar quarter. The Adviser shall have no
responsibility to monitor certain limitations or restrictions for which the
Adviser has not been provided sufficient information in accordance with Section
1 of this Agreement or otherwise. All such monitoring shall be the
responsibility of the Manager."
4. The following shall be added as Section 2.(h) to the Agreement:
"In accordance with procedures and methods established by the Trustees
of the Trust and with the investment objective and policies of the Portfolio set
forth in the Trust's Registration Statement and the Charter Documents, as such
Registration Statement and Charter Documents may be amended from time to time
and shall be provided to the Adviser on a timely basis, the Adviser shall
provide assistance in determining the fair value of all securities and other
investments/assets in the Portfolio, as necessary, and use reasonable efforts to
arrange for the provision of valuation information or a price(s) from a
party(ies) independent of the Adviser for each security or other
investment/asset in the Portfolio for which market prices are not readily
available. Notwithstanding the foregoing, the Manager acknowledges and agrees
that Adviser is not a pricing vendor for the Portfolio and does not have
responsibility for determining the price of any security in the calculating the
Portfolio's NAV."
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5. The following shall be added to the end of Section 8. of the Agreement:
"The Adviser shall notify the Trust and the Manager of any changes of the
portfolio manager(s) of the Portfolio or in senior management of the Adviser
prior to or promptly after such change. The Adviser agrees to bear all
reasonable expenses of the Trust, if any, in connection with (i) the approval of
any new agreement with the Adviser resulting from the termination of the
Agreement as described in this paragraph, or (ii) printing and distribution of
the revised prospectuses necessitated by such change in personnel of Adviser."
6 All other terms and conditions of the Agreement shall remain in full
force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the 11th day of January, 2007.
MET INVESTORS ADVISORY LLC
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Authorized Officer
PACIFIC INVESTMENT MANAGEMENT COMPANY LLC
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Authorized Officer
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