AMENDMENT NO. 1 TO INVESTMENT ADVISORY AGREEMENT
This Amendment No. 1 to the Investment Advisory Agreement (the "Agreement")
dated May 1, 2004, by and between Met Investors Advisory LLC (the "Manager")
and ▇▇▇▇▇▇▇ ▇▇▇▇▇ Asset Management, L.P. (the "Adviser") with respect to the
▇▇▇▇▇▇▇ Sachs Mid-Cap Value Portfolio ("Portfolio"), is entered into effective
the 1st day of January, 2006.
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 Subchapter M of the Internal Revenue Code of 1986, as amended (the
"Code") including but not limited to, any written instructions which the
Manager or the Trust's Board of Trustees may issue from time-to-time in
accordance therewith."
2. The following sentence in Section 2.(b) of the Agreement shall be deleted
in whole:
"In addition, subject to seeking the most favorable price and best
execution available, the Adviser may also consider sales of shares of the Trust
as a factor in the selection of brokers and dealers."
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 or in any supplemental agreement referred
to herein, 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
Subchapter M 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 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.(j) 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, provide assistance
in determining the fair value of any security in the Portfolio, which is also
held in a ▇▇▇▇▇▇▇ ▇▇▇▇▇ mutual fund, as necessary."
5. The following shall be added as Section 2.(k) to the Agreement:
"The Adviser will notify the Trust and the Manager of any assignment of
this Agreement or change of control of the Adviser, as applicable, and any
changes in the key personnel who are either the portfolio manager(s) of the
Portfolio or senior management of the Adviser, in each case prior to or
promptly after, such change. The Adviser agrees to bear all reasonable expenses
of the Trust, if any, arising out of any assignment by, or change in control
of, the 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 1st day of January, 2006.
MET INVESTORS ADVISORY LLC
By:
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Authorized Officer
▇▇▇▇▇▇▇ SACHS ASSET MANAGEMENT, L.P.
By:
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Authorized Officer