AMENDMENT NO. 1 TO INVESTMENT ADVISORY AGREEMENT
This Amendment No. 1 to the Investment Advisory Agreement (the "Agreement")
dated April 29, 2005, by and between Met Investors Advisory LLC (the "Manager")
and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Investment Management, Inc., a Delaware corporation, doing
business in certain instances such as sub-adviser to this Portfolio as ▇▇▇
▇▇▇▇▇▇ (the "Adviser"), with respect to the ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Portfolio
("Portfolio"), is entered into effective the 1st 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 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, 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."
2. The following shall be added as Section 2.(i) to the Agreement:
"To the extent consistent with applicable law, 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 and any changes in the key
personnel who are either the portfolio manager(s) of the Adviser or senior
management of the Adviser that require a supplement to the Portfolio's
prospectus or Statement of Additional Information, subject to the following:
(i) The Adviser will be liable to the Trust and the Manager for all
direct costs as defined below resulting from a change of control of the
Adviser, which causes an assignment, as such terms are defined under the
1940 Act and the Advisers Act. Such costs are agreed to include
reimbursement of reasonable costs associated with preparing and
distributing an information statement to existing shareholders in the
Portfolio as
required by the terms of the manager-of-managers exemptive relief
previously obtained by the Manager of the Trust. In addition, the Adviser
agrees to reimburse the Trust for costs associated with preparing, printing
and mailing any prospectus supplements required to be distributed to
existing shareholders in the Portfolio by the 1940 Act, or rules or
exemptive relief thereunder, as a result of (i) the Adviser's change of
control or (ii) any changes in the key personnel who are either the
portfolio manager(s) of the Adviser or senior management of the Adviser.
The Manager agrees to make such determination of a change of control or
assignment in good faith and to make every effort to mitigate costs.
(ii) Notwithstanding the foregoing, no assignment shall be deemed to
result from any changes in the directors, officers, or employees of Adviser
except as may be provided to the contrary in the 1940 Act or the rules and
regulations thereunder. The Adviser may perform its services through its
employees or 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 Portfolio
shall perform the portfolio management duties described therein until the
Adviser notifies the Manager that one or more other employees or officers
or agents identified in such notice shall assume such duties as of a
specific date.
3. The following shall be added as Section 2.(j) to the Agreement:
"The Adviser may enter into arrangements with other persons affiliated
with the Adviser for the provision of certain personnel and facilities to
the Adviser to better enable it to fulfill its duties and obligations under
this Agreement.
4. 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, 2007.
MET INVESTORS ADVISORY LLC
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Authorized Officer
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ INVESTMENT
MANAGEMENT, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Managing Director