Common use of Renewal, Termination and Amendment Clause in Contracts

Renewal, Termination and Amendment. a. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 4, 2004; and it shall continue thereafter provided that such continuance is specifically approved by the parties and, in addition, at least annually by (i) the vote of the holders of a majority of the outstanding voting securities (as herein defined) of the Fund or by vote of a majority of the Trust's Board of Trustees and (ii) by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of either the Advisor or the Sub-Advisor, cast in person at a meeting called for the purpose of voting on such approval. b. This Agreement may be terminated at any time, without payment of any penalty, (i) by the Advisor if the Fund receives an exemptive order issued by the Securities and Exchange Commission permitting the Advisor to enter into and materially amend sub-advisory agreements of the Trust, without shareholder approval subject to oversight of the Trust's Board of Trustees ("Exemptive Order"), by the Trust's Board of Trustees or by a vote of the majority of the outstanding voting securities of the Fund, in any such case upon not less than 60 days' prior written notice to the Sub-Advisor and (ii) by the Sub-Advisor upon not less than 60 days' prior written notice to the Advisor and the Trust. This Agreement shall terminate automatically in the event of (A) its assignment or (B) the termination of the Advisory Agreement between the Trust and the Advisor. c. This Agreement may be amended at any time by the parties hereto, subject to approval by the Trust's Board of Trustees and, or by the Advisor, subject to oversight by the Trust's Board of Trustees, if the Fund receives an Exemptive Order and, if required by applicable SEC rules and regulations, a vote of the majority of the outstanding voting securities of the Fund. d. The terms "assignment," "interested persons" and "majority of the outstanding voting securities" shall have the meaning set forth for such terms in the 1940 Act.

Renewal, Termination and Amendment. a. This Agreement shall continue become effective on the date of its execution and shall remain in effectforce for a period of two (2) years from such date, unless sooner terminated as hereinafter provided, until December 4, 2004; and it shall continue from year to year thereafter provided that such continuance is specifically approved by the parties and, in addition, at least annually by (i) the vote of the holders of a majority of the outstanding voting securities (as herein defined) of the Fund or by vote of a majority of the Trust's Board of Trustees and (ii) by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of either the Advisor Adviser or the Sub-AdvisorAdviser, cast in person at a meeting called for the purpose of voting on such approval. b. This Agreement may be terminated at any time, without payment of any penalty, (i) by the Advisor Adviser if the Fund receives an exemptive order issued by the Securities and Exchange Commission permitting the Advisor Adviser to enter into and materially amend sub-advisory agreements of the Trust, without shareholder approval subject to oversight of the Trust's Board of Trustees ("Exemptive Order"), by the Trust's Board of Trustees or by a vote of the majority of the outstanding voting securities of the Fund, in any such case upon not less than 60 days' prior written notice to the Sub-Advisor Adviser and (ii) by the Sub-Advisor Adviser upon not less than 60 days' prior written notice to the Advisor Adviser and the Trust. This Agreement shall terminate automatically in the event of (A) its assignment or (B) the termination of the Investment Advisory Agreement between the Trust and the AdvisorAdviser. c. This Agreement may be amended at any time by the parties hereto, subject to approval by the Trust's Board of Trustees and, or by the AdvisorAdviser, subject to oversight by the Trust's Board of Trustees, if the Fund receives an Exemptive Order and, if required by applicable SEC rules and regulations, a vote of the majority of the outstanding voting securities of the Fund. d. The terms "assignment," "interested persons" and "majority of the outstanding voting securities" shall have the meaning set forth for such terms in the 1940 Act.

Renewal, Termination and Amendment. a. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 4, 2004; for a period of one year and it shall continue thereafter provided that in full force and effect for successive periods of one year thereafter, but only so long as each such continuance as to the Company is specifically approved by the parties and, in addition, at least annually by (i) the by vote of the holders of a majority of the outstanding voting securities (as herein defined) of the Fund Company or (ii) by vote of a majority of the Trust's Company’s Board of Trustees Directors and (ii) by a vote of a majority of the Trust’s Board of Trustees, and further provides that such continuance is also approved annually by the vote of a majority of the Trustees of the Trust who are not parties to this Agreement or interested persons of either the Advisor Trust or the Sub-Advisor, cast in person at a meeting called for the purpose of voting on such approval. b. Trust’s investment adviser. This Agreement may be terminated as to the Company at any time, without payment of any penalty, (i) by the Advisor if the Fund receives an exemptive order issued by the Securities and Exchange Commission permitting the Advisor to enter into and materially amend sub-advisory agreements of the Trust, without shareholder approval subject to oversight of the Trust's Company’s Board of Trustees ("Exemptive Order")Directors, by the Trust's ’s Board of Trustees or by a vote of the majority of the outstanding voting securities of the Fund, in any such case Company upon not less than 60 days' ’ prior written notice to the Sub-Advisor and (ii) Adviser, or by the Sub-Advisor Adviser upon not less than 60 90 days' ’ prior written notice to the Advisor and the TrustCompany, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between Brighthouse Investment Advisers, LLC and the Trust or the Subadvisory Agreement between Brighthouse Investment Advisers, LLC and the Adviser of even date herewith. This Agreement shall terminate automatically and immediately in the event of (A) its assignment or (B) the termination of the Advisory Agreement between the Trust and the Advisor. c. This Agreement may be amended at assignment, except as otherwise provided by any time by the parties hereto, subject to approval by the Trust's Board of Trustees andrule of, or by action by, the Advisor, subject to oversight by the Trust's Board of Trustees, if the Fund receives an Exemptive Order and, if required by applicable SEC rules or under Cayman Islands law. The terms “assignment” and regulations, a “vote of the majority of the outstanding voting securities of the Fund. d. The terms "assignment," "interested persons" and "a majority of the outstanding voting securities" ” shall have the meaning set forth for such terms in the 1940 Act. In conjunction with the termination of this Agreement, the parties agree to negotiate a plan of transition for the Company in good faith. This Agreement may be amended by written instrument at any time by the Adviser and the Company, subject to approval by the Company’s Board of Directors and the Trust’s Board of Trustees and, if required by applicable SEC rules, regulations, or orders, a vote of a majority of the Portfolio’s outstanding voting securities.

Renewal, Termination and Amendment. a. This Agreement shall continue in effect, unless sooner terminated become effective with respect to a Fund as hereinafter provided, until December 4, 2004; and it shall continue thereafter provided that such continuance is specifically approved by of the parties and, in addition, at least annually by date of commencement of operations of the Fund if approved: (i) the by a vote of the holders of Board, including a majority of those trustees of the outstanding voting securities Trust who are not “interested persons” (as herein defineddefined in the 1000 Xxx) of any party to this Agreement (the Fund “Independent Trustees”), cast in person (or, if then-permitted by law, rule, or regulatory guidance, virtually) at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Trust's Fund’s outstanding securities (to the extent required under the 1940 Act). This Agreement shall continue in effect with respect to a Fund for an initial period of two years thereafter and may be renewed annually thereafter only so long as such renewal and continuance is specifically approved at least annually by the Board of Trustees provided that in such event such renewal and (ii) continuance shall also be approved by the vote of a majority of the Independent Trustees who are not parties to this Agreement or interested persons of either the Advisor or the Sub-Advisor, cast in person at a meeting called for the purpose of voting on such approval. b. No material amendment to this Agreement shall be effective unless the terms thereof have been approved as required by the 1940 Act. The modification of any of the non-material terms of this Agreement may be approved by the vote, cast in person at a meeting called for such purpose, of a majority of the Independent Trustees. c. In connection with such renewal or amendment, the Sub-Adviser shall furnish such information as may be reasonably necessary by the Adviser or the Board to evaluate the terms of this Agreement and any amendment thereto. d. This Agreement may be terminated at any time, without the payment of any penalty, (i) by the Advisor if the Fund receives an exemptive order issued by the Securities and Exchange Commission permitting the Advisor to enter into and materially amend sub-advisory agreements Board, including a majority of the Trust, without shareholder approval subject to oversight of the Trust's Board of Trustees ("Exemptive Order")Independent Trustees, by the Trust's Board of Trustees or by a vote of the a majority of the outstanding voting securities of the a Fund, in any such case upon not less than 60 on sixty (60) days' prior ’ written notice to the Sub-Advisor Adviser and (ii) by the Sub-Advisor upon not less than 60 Adviser, or by the Adviser or Sub-Adviser on sixty (60) days' prior ’ written notice to the Advisor Trust and the Trustother party. This Agreement shall will automatically terminate, without the payment of any penalty, in the event the Investment Advisory Agreement between the Adviser and the Trust is assigned (as defined in the 1000 Xxx) or terminates for any other reason. This Agreement will also terminate upon written notice to the other party that the other party is in material breach of this Agreement, unless the other party in material breach of this Agreement cures such breach to the reasonable satisfaction of the party alleging the breach within thirty (30) days after written notice. This Agreement will also automatically terminate in the event of (A) its assignment or (Bas defined in the 1000 Xxx) the termination of the Advisory Agreement between the Trust and the Advisor. c. This Agreement may be amended at any time by unless the parties hereto, subject to approval by agreement, obtain an exemption from the Trust's Board of Trustees and, or by SEC from the Advisor, subject to oversight by the Trust's Board of Trustees, if the Fund receives an Exemptive Order and, if required by applicable SEC rules and regulations, a vote provisions of the majority 1940 Act pertaining to the subject matter of the outstanding voting securities of the Fundthis subsection. d. The terms "assignment," "interested persons" and "majority of the outstanding voting securities" shall have the meaning set forth for such terms in the 1940 Act.

Renewal, Termination and Amendment. a. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 431, 2004; 2007 and it shall continue thereafter provided that in full force and effect for successive periods of one year thereafter, but only so long as each such continuance as to the Portfolio is specifically approved by the parties and, in addition, at least annually by (i) the vote of the holders of a majority of the outstanding voting securities (as herein defined) of the Fund Portfolio or by vote of a majority of the Trust's Board of Trustees Trustees; and (ii) further provided that such continuance is also approved annually by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of either the Advisor or the Sub-Advisor, cast in person at a meeting called for the purpose of voting on any such approval. b. party. This Agreement may be terminated as to the Portfolio at any time, without payment of any penalty, (i) by the Advisor if the Fund receives an exemptive order issued by the Securities and Exchange Commission permitting the Advisor to enter into and materially amend sub-advisory agreements of the Trust, without shareholder approval subject to oversight of the Trust's Board of Trustees ("Exemptive Order"), by the Trust's Board of Trustees Trustees, by the Manager, or by a vote of the majority of the outstanding voting securities of the Fund, in any such case Portfolio upon not less than 60 days' prior written notice to the Sub-Advisor and (ii) Adviser, or by the Sub-Advisor Adviser upon not less than 60 90 days' prior written notice to the Advisor Manager, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between the Manager and the Trust. This Agreement shall terminate automatically and immediately in the event of (A) its assignment or (B) the termination of the Advisory Agreement between the Trust and the Advisor. c. This Agreement may be amended at any time by the parties hereto, subject to approval by the Trust's Board of Trustees and, or by the Advisor, subject to oversight by the Trust's Board of Trustees, if the Fund receives an Exemptive Order and, if required by applicable SEC rules and regulations, a vote of the majority of the outstanding voting securities of the Fund. d. assignment. The terms "assignment," "interested persons" and "vote of a majority of the outstanding voting securities" shall have the meaning set forth for such terms in the 1940 Act. Subject to approval of the Manager, the Manager understands and acknowledges that the Adviser may transfer responsibility for the day-to-day management of the Portfolio to an affiliated person of the Adviser. If such transfer does not satisfy Rule 2a-6 under the 1940 Act, the Manager agrees to recommend that the Trust's Board of Trustees approve a new advisory agreement, the terms of which are substantially identical to the terms of this agreement, with the Adviser's affiliated person, subject to the Manager first determining that such a recommendation is in the best interests of the Portfolio and its shareholders. This Agreement may be amended at any time by the Adviser and the Manager, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules, regulations, or orders, a vote of a majority of the Portfolio's outstanding voting securities.

Renewal, Termination and Amendment. a. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 4, 2004; for a period of one year and it shall continue thereafter provided that in full force and effect for successive periods of one year thereafter, but only so long as each such continuance as to the Company is specifically approved by the parties and, in addition, at least annually by (i) the by vote of the holders of a majority of the outstanding voting securities (as herein defined) of the Fund Company or (ii) by vote of a majority of the Trust's Company’s Board of Trustees Directors and (ii) by a vote of a majority of the Trust’s Board of Trustees, and further provides that such continuance is also approved annually by the vote of a majority of the Trustees of the Trust who are not parties to this Agreement or interested persons of either the Advisor Trust or the Sub-Advisor, cast in person at a meeting called for the purpose of voting on such approval. b. Trust’s investment adviser. This Agreement may be terminated as to the Company at any time, without payment of any penalty, (i) by the Advisor if the Fund receives an exemptive order issued by the Securities and Exchange Commission permitting the Advisor to enter into and materially amend sub-advisory agreements of the Trust, without shareholder approval subject to oversight of the Trust's Company’s Board of Trustees ("Exemptive Order")Directors, by the Trust's ’s Board of Trustees or by a vote of the majority of the outstanding voting securities of the Fund, in any such case Company upon not less than 60 days' ’ prior written notice to the Sub-Advisor and (ii) Adviser, or by the Sub-Advisor Adviser upon not less than 60 90 days' ’ prior written notice to the Advisor and the TrustCompany, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between Brighthouse Investment Advisers, LLC and the Trust of even date herewith, as amended, or the Subadvisory Agreement between Brighthouse Investment Advisers, LLC and the Adviser of even date herewith. This Agreement shall terminate automatically and immediately in the event of (A) its assignment or (B) the termination of the Advisory Agreement between the Trust and the Advisor. c. This Agreement may be amended at assignment, except as otherwise provided by any time by the parties hereto, subject to approval by the Trust's Board of Trustees andrule of, or by action by, the Advisor, subject to oversight by the Trust's Board of Trustees, if the Fund receives an Exemptive Order and, if required by applicable SEC rules or under Cayman Islands law. The terms “assignment” and regulations, a “vote of the majority of the outstanding voting securities of the Fund. d. The terms "assignment," "interested persons" and "a majority of the outstanding voting securities" ” shall have the meaning set forth for such terms in the 1940 Act. In conjunction with the termination of this Agreement, the parties agree to negotiate a plan of transition for the Company in good faith. This Agreement may be amended by written instrument at any time by the Adviser and the Company, subject to approval by the Company’s Board of Directors and the Trust’s Board of Trustees and, if required by applicable SEC rules, regulations, or orders, a vote of a majority of the Portfolio’s outstanding voting securities.

Renewal, Termination and Amendment. a. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 431, 2004; 2013 and it shall continue thereafter provided that in full force and effect for successive periods of one year thereafter, but only so long as each such continuance as to the Company is specifically approved by the parties and, in addition, at least annually by (i) the by vote of the holders of a majority of the outstanding voting securities (as herein defined) of the Fund Company or (ii) by vote of a majority of the Trust's Company’s Board of Trustees Directors and (ii) by a vote of a majority of the Trust’s Board of Trustees, and further provides that such continuance is also approved annually by the vote of a majority of the Trustees of the Trust who are not parties to this Agreement or interested persons of either the Advisor Trust or the Sub-Advisor, cast in person at a meeting called for the purpose of voting on such approval. b. Trust’s investment adviser. This Agreement may be terminated as to the Company at any time, without payment of any penalty, (i) by the Advisor if the Fund receives an exemptive order issued by the Securities and Exchange Commission permitting the Advisor to enter into and materially amend sub-advisory agreements of the Trust, without shareholder approval subject to oversight of the Trust's Company’s Board of Trustees ("Exemptive Order")Directors, by the Trust's ’s Board of Trustees or by a vote of the majority of the outstanding voting securities of the Fund, in any such case Company upon not less than 60 days' ’ prior written notice to the Sub-Advisor and (ii) Adviser, or by the Sub-Advisor Adviser upon not less than 60 90 days' ’ prior written notice to the Advisor and the TrustCompany, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between MetLife Advisers, LLC and the Trust or the Subadvisory Agreement between MetLife Advisers, LLC and the Adviser dated April 23, 2012. This Agreement shall terminate automatically and immediately in the event of (A) its assignment or (B) the termination of the Advisory Agreement between the Trust and the Advisor. c. This Agreement may be amended at assignment, except as otherwise provided by any time by the parties hereto, subject to approval by the Trust's Board of Trustees andrule of, or by action by, the Advisor, subject to oversight by the Trust's Board of Trustees, if the Fund receives an Exemptive Order and, if required by applicable SEC rules or under Cayman Islands law. The terms “assignment” and regulations, a “vote of the majority of the outstanding voting securities of the Fund. d. The terms "assignment," "interested persons" and "a majority of the outstanding voting securities" ” shall have the meaning set forth for such terms in the 1940 Act. In conjunction with the termination of this Agreement, the parties agree to negotiate a plan of transition for the Company in good faith. This Agreement may be amended by written instrument at any time by the Adviser and the Company, subject to approval by the Company’s Board of Directors and the Trust’s Board of Trustees and, if required by applicable SEC rules, regulations, or orders, a vote of a majority of the Portfolio’s outstanding voting securities.

Renewal, Termination and Amendment. a. This Agreement shall continue in effect, unless sooner terminated effect for a period of longer than two years from the date of its execution only so long as hereinafter provided, until December 4, 2004; and it shall continue thereafter provided that such continuance is specifically approved annually either by the parties and, in addition, at least annually by (i) the vote of the holders of a majority of the outstanding voting securities (as herein defined) of the Fund Board or by vote of a majority of outstanding voting securities of the Trust's Board of Trustees and (ii) Fund; provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees Managers who are not parties “interested persons” of the Fund (as defined in the 0000 Xxx) or of any person party to this Agreement or interested persons of either the Advisor or the Sub-AdvisorAgreement, cast in person at a meeting called for the purpose of voting on such approval. b. . This Agreement may be terminated at any time, time without payment of any penalty, (i) by the Advisor if the Fund receives an exemptive order issued by the Securities and Exchange Commission permitting the Advisor to enter into and materially amend sub-advisory agreements of the Trust, without shareholder approval subject to oversight of the Trust's Board of Trustees ("Exemptive Order"), by the Trust's Board of Trustees or by a vote of the a majority of the outstanding voting securities of the Fund, in any such case upon not less than 60 days' days prior written notice to the Sub-Advisor and (ii) adviser, or upon such shorter notice as may be mutually agreed upon in writing by the parties hereto. This Agreement may also be terminated, without the payment of any penalty, by either the Adviser or the Sub-Advisor adviser (i) upon not less than 60 days' 90 days prior written notice to the Advisor non-terminating party and the TrustFund; (ii) upon material breach of any representation or warranty set forth in this Agreement by (A) the non-terminating party or (B) in the case of a termination by the Sub-adviser, the Fund, in each case if such breach has not been cured within seven days after written notice of such breach; or (iii) immediately if, in the reasonable judgment of the terminating party, (A) the non-terminating party or (B) in the case of a termination by the Sub-adviser, the Fund, has become unable to discharge its duties and obligations under this Agreement, including in the case of the non-terminating party’s or the Fund’s insolvency. This Agreement shall terminate automatically and immediately upon termination of the investment advisory agreement between the Adviser and the Fund. This Agreement shall terminate automatically and immediately in the event of (A) its assignment or (B) the termination of the Advisory Agreement between the Trust and the Advisor. c. This Agreement may be amended at any time by the parties hereto, subject to approval by the Trust's Board of Trustees and, or by the Advisor, subject to oversight by the Trust's Board of Trustees, if the Fund receives an Exemptive Order and, if required by applicable SEC rules and regulations, a vote of the majority of the outstanding voting securities of the Fund. d. assignment. The terms "assignment," "interested persons" and "vote of a majority of the outstanding voting securities" shall have the meaning set forth for such terms in the 1940 Act. This Agreement may be amended at any time in writing by the Sub-adviser and the Adviser, subject to approval by the Board and, if required by applicable SEC rules and regulations, a vote of a majority of the Fund's outstanding voting securities. If the shareholders of the Fund fail to approve this Agreement or any continuance of the Agreement where such approval is required by applicable law, the Sub-adviser will continue to act, for the compensation described herein (subject to applicable law), as investment sub-adviser with respect to the Fund pending the required approval of the Agreement or its continuance or of any contract with the Sub-adviser or a different adviser or sub-adviser or other definitive action; provided, that the compensation received by the Sub-adviser in respect of the Fund during such period is in compliance with Rule 15a-4 under the 1940 Act. In the event of termination of this Agreement, those paragraphs of this Agreement which govern conduct of the parties' future interactions with respect to the Sub-adviser having provided investment management services to the Fund for the duration of this Agreement, including, but not limited to, Sections 5, 6, 12, 16 and 17, shall survive such termination of this Agreement.

Renewal, Termination and Amendment. a. This Agreement shall continue in effect, unless sooner terminated effect for two years from the date set forth above and after such date so long as hereinafter provided, until December 4, 2004; and it shall continue thereafter provided that such continuance is specifically approved in the manner provided in the 1940 Act and the rules and regulations thereunder. This Agreement may be terminated at any time without payment of any penalty, by the parties andTrust’s Board of Trustees, in addition, at least annually or by (i) the a vote of the holders of a majority of the outstanding voting securities (as herein defined) of the Fund or by vote of a majority of the Trust's Board of Trustees and (ii) by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of either the Advisor or the Sub-Advisor, cast in person at a meeting called for the purpose of voting on such approval. b. This Agreement may be terminated at any time, without payment of any penalty, (i) by the Advisor if the Fund receives an exemptive order issued by the Securities and Exchange Commission permitting the Advisor to enter into and materially amend sub-advisory agreements of the Trust, without shareholder approval subject to oversight of the Trust's Board of Trustees ("Exemptive Order"), by the Trust's Board of Trustees or by a vote of the majority of the outstanding voting securities of the Fund, in any such case upon not less than 60 days' days prior written notice to the Sub-Advisor and (ii) adviser or by the Sub-Advisor adviser upon not less than 60 days' days prior written notice to the Advisor Adviser, or upon such shorter notice as may be mutually agreed upon. This Agreement may also be terminated, without the payment of any penalty, by the Adviser (i) upon 60 days prior written notice to the Sub-adviser; (ii) upon material breach by the Sub-adviser of any representations and warranties set forth in this Agreement, if such breach has not been cured within seven days after written notice of such breach; or (iii) immediately if, in the reasonable judgment of the Adviser, the Sub-adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as the insolvency of the Sub-adviser, the termination, resignation or other loss of a key portfolio manager, or other circumstances that the Adviser determines could adversely affect the Fund. This Agreement shall terminate automatically and immediately upon termination of the investment advisory agreement between the Adviser and the Trust. This Agreement shall terminate automatically and immediately in the event of (A) its assignment or (B) the termination assignment. The terms “assignment” and “vote of a majority of the Advisory Agreement between outstanding voting securities” shall have the Trust and meaning set forth for such terms in the Advisor. c. 1940 Act. This Agreement may be amended at any time by the parties heretoSub-adviser and the Adviser, subject to approval by the Trust's ’s Board of Trustees and, or by the Advisor, subject to oversight by the Trust's Board of Trustees, if the Fund receives an Exemptive Order and, if required by applicable SEC rules and regulations, a vote of the a majority of the outstanding voting securities of the Fund. d. The terms "assignment," "interested persons" and "majority of the ’s outstanding voting securities" . In the event of termination of this Agreement, those paragraphs of this Agreement which govern conduct of the parties' future interactions with respect to the Sub-adviser having provided investment management services to the Fund for the duration of this Agreement, including, but not limited to, Sections 5, 6, 7, 9, and 11, shall have the meaning set forth for survive such terms in the 1940 Acttermination of this Agreement.

Renewal, Termination and Amendment. a. This Agreement shall continue in ---------------------------------- effect, unless sooner terminated as hereinafter provided, until December 4, 2004; for a period of two years from the date hereof and it shall continue thereafter provided that in full force and effect for successive periods of one year thereafter, but only so long as each such continuance as to the Subaccount is specifically approved by the parties and, in addition, at least annually by (i) the vote of the holders of a majority of the outstanding voting securities (as herein defined) of the Fund Subaccount or by vote of a majority of the TrustAccount's Board of Trustees Managers; and (ii) further provided that such continuance is also approved annually by the vote of a majority of the Trustees Board of Managers who are not parties to this Agreement or interested persons of either the Advisor or the Sub-Advisorany such party, cast in person at a meeting called for the purpose of voting on such approval. b. . This Agreement may be terminated as to the Subaccount at any time, without payment of any penalty, (i) by the Advisor if the Fund receives an exemptive order issued by the Securities and Exchange Commission permitting the Advisor to enter into and materially amend sub-advisory agreements of the Trust, without shareholder approval subject to oversight of the TrustAccount's Board of Trustees ("Exemptive Order")Managers, by the Trust's Board of Trustees Manager, or by a vote of the majority of the outstanding voting securities of the Fund, in any such case Account upon not less than 60 days' prior written notice to the Sub-Advisor and (ii) Adviser, or by the Sub-Advisor Adviser upon not less than 60 90 days' prior written notice to the Advisor and the TrustManager, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement dated ________ __, 1998 between the Manager and the Account. This Agreement shall terminate automatically and immediately in the event of (A) its assignment or (B) the termination assignment. The terms "assignment" and "vote of a majority of the Advisory Agreement between outstanding voting securities" shall have the Trust and meanings set forth for such terms in the Advisor. c. 1940 Act. This Agreement may be amended at any time by the parties heretoAdviser and the Manager, subject to approval by the TrustAccount's Board of Trustees and, or by the Advisor, subject to oversight by the Trust's Board of Trustees, if the Fund receives an Exemptive Order Managers and, if required by applicable SEC rules and regulations, a vote of the a majority of the outstanding voting securities of the Fund. d. The terms "assignment," "interested persons" and "majority of the Subaccount's outstanding voting securities" shall have the meaning set forth for such terms in the 1940 Act.

Renewal, Termination and Amendment. a. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 4the second anniversary of the date set forth above, 2004; and it shall continue thereafter provided that in full force and effect for successive periods of one year thereafter, but only so long as each such continuance is specifically approved by the parties and, in addition, at least annually by (i) the Trustees of the Trust or (ii) a vote of the holders of a majority of the outstanding voting securities (as herein defined) of the Fund or and, in either event, by vote of a majority of the Trust's Board of Trustees and (ii) by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of either the Advisor or the Sub-Advisorany such party, cast in person at a meeting called for accordance with the purpose provisions of voting on such approval. b. the 1940 Act. This Agreement may be terminated at any time, time without payment of any penalty, (i) by the Advisor if Adviser, the Fund receives an exemptive order issued by the Securities and Exchange Commission permitting the Advisor to enter into and materially amend sub-advisory agreements of the TrustBoard, without shareholder approval subject to oversight of the Trust's Board of Trustees ("Exemptive Order"), by the Trust's Board of Trustees or by a vote of the a majority of the outstanding voting securities of the Fund, in any such case Fund upon not less than 60 days' ’ prior written notice to the Sub-Advisor and adviser, or upon such shorter notice as may be mutually agreed upon. This Agreement may also be terminated immediately, without the payment of any penalty, by (i) either Party upon material breach by the other Party of any agreement, obligation, representation, or warranty set forth in this Agreement, or (ii) by the Adviser if, in the reasonable judgment of the Adviser, the Sub-Advisor upon not less than 60 days' prior written notice adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as the Advisor insolvency of the Sub-adviser, the termination, resignation, or other loss of a portfolio manager, or other circumstances that the Adviser determines could adversely affect the Fund. This Agreement may also be terminated immediately, without the payment of any penalty, by the Adviser if the Sub-adviser becomes subject to any enforcement actions or administrative proceedings that the Adviser reasonably expects to have a material and adverse effect on the TrustSub-Adviser’s ability to perform under the Agreement. This Agreement shall terminate automatically in the event of and immediately (Ai) its assignment or (B) the upon termination of the Advisory Agreement between the Trust Adviser and the Advisor. c. Fund and (ii) in the event of its assignment. The Sub-adviser shall promptly notify the Adviser of any transaction or other event that results in an assignment of this Agreement within the meaning of the 1940 Act. The terms “assignment” and “vote of a majority of the outstanding voting securities” shall have the meanings ascribed to them in the 1940 Act. In the event of a termination of this Agreement, those paragraphs of this Agreement which govern the conduct of the Parties’ future interactions with respect to the Sub-adviser having provided investment advisory services to the Fund for the duration of the Agreement, including, but not limited to, paragraphs 2(k), (l), and (m), 6, 7, 9, 11 and 12, shall survive the termination of the Agreement. This Agreement may be amended at any time by the parties heretoSub-adviser and the Adviser, subject to approval by the Trust's Board of Trustees and, or by the Advisor, subject to oversight by the Trust's Board of Trustees, if the Fund receives an Exemptive Order and, if required by applicable law or SEC rules and regulations, a vote of the a majority of the outstanding voting securities of the Fund. d. The terms "assignment," "interested persons" and "majority of the ’s outstanding voting securities" shall have the meaning set forth for such terms in the 1940 Act.

Renewal, Termination and Amendment. a. This Agreement shall continue in effect, unless sooner terminated effect for two years from the date set forth above and after such date so long as hereinafter provided, until December 4, 2004; and it shall continue thereafter provided that such continuance is specifically approved in the manner provided in the 1940 Act and the rules and regulations thereunder. This Agreement may be terminated at any time without payment of any penalty, by the parties andFund’s Board of Trustees, in addition, at least annually or by (i) the a vote of the holders of a majority of the outstanding voting securities (as herein defined) of the Fund or by vote of a majority of the Trust's Board of Trustees and (ii) by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of either the Advisor or the Sub-Advisor, cast in person at a meeting called for the purpose of voting on such approval. b. This Agreement may be terminated at any time, without payment of any penalty, (i) by the Advisor if the Fund receives an exemptive order issued by the Securities and Exchange Commission permitting the Advisor to enter into and materially amend sub-advisory agreements of the Trust, without shareholder approval subject to oversight of the Trust's Board of Trustees ("Exemptive Order"), by the Trust's Board of Trustees or by a vote of the majority of the outstanding voting securities of the Fund, in any such case upon not less than 60 days' days prior written notice to the Sub-Advisor and (ii) adviser or by the Sub-Advisor adviser upon not less than 60 days' days prior written notice to the Advisor Adviser, or upon such shorter notice as may be mutually agreed upon. This Agreement may also be terminated, without the payment of any penalty, by the Adviser (i) upon 60 days prior written notice to the Sub-adviser; (ii) upon material breach by the Sub-adviser of any representations and warranties set forth in this Agreement, if such breach has not been cured within seven days after written notice of such breach; or (iii) immediately if, in the Trustreasonable judgment of the Adviser, the Sub-adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as the insolvency of the Sub-adviser, the termination, resignation or other loss of a key portfolio manager, or other circumstances that the Adviser determines could adversely affect the Fund. This Agreement shall terminate automatically and immediately upon termination of the investment advisory agreement between the Adviser and the Fund. This Agreement shall terminate automatically and immediately in the event of (A) its assignment or (B) the termination assignment. The terms “assignment” and “vote of a majority of the Advisory Agreement between outstanding voting securities” shall have the Trust and meaning set forth for such terms in the Advisor. c. 1940 Act. This Agreement may be amended at any time by the parties heretoSub-adviser and the Adviser, subject to approval by the Trust's Fund’s Board of Trustees and, or by the Advisor, subject to oversight by the Trust's Board of Trustees, if the Fund receives an Exemptive Order and, if required by applicable SEC rules and regulations, a vote of the a majority of the outstanding voting securities of the Fund. d. The terms "assignment," "interested persons" and "majority of the ’s outstanding voting securities" . In the event of termination of this Agreement, those paragraphs of this Agreement which govern conduct of the parties’ future interactions with respect to the Sub-adviser having provided investment management services to the Fund for the duration of this Agreement, including, but not limited to, Sections 5, 6, 7, 9, and 11, shall have the meaning set forth for survive such terms in the 1940 Acttermination of this Agreement.

Renewal, Termination and Amendment. a. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 4, 2004; and it shall continue thereafter provided that such continuance is specifically approved by the parties and, in addition, at least annually by (i) the vote of the holders of a majority of the outstanding voting securities (as herein defined) of the Fund or by vote of a majority of the Trust's ’s Board of Trustees and (ii) by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of either the Advisor or the Sub-Advisor, cast in person at a meeting called for the purpose of voting on such approval. b. This Agreement may be terminated at any time, without payment of any penalty, (i) by the Advisor if the Fund receives an exemptive order issued by the Securities and Exchange Commission permitting the Advisor to enter into and materially amend sub-advisory agreements of the Trust, without shareholder approval subject to oversight of the Trust's Board of Trustees ("Exemptive Order"), by the Trust's Board of Trustees or by a vote of the majority of the outstanding voting securities of the Fund, in any such case upon not less more than 60 sixty (60) days' prior ’ nor fewer than thirty (30) days’ written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Advisor and Sub- Advisor; (ii) by the Sub-Advisor upon not less fewer than 60 sixty (60) days' prior ’ written notice delivered or mailed by registered mail, postage prepaid, to the Advisor and Advisor; or (iii) by the TrustTrust upon either (y) the majority vote of its Board or (z) the affirmative vote of a majority of the outstanding voting securities of the Fund. This Agreement shall terminate automatically in the event of (A) its assignment or (B) the termination of the Advisory Agreement between the Trust and the Advisorassignment. c. This Agreement may be amended at any time by the parties hereto, subject to approval by the Trust's ’s Board of Trustees and, or by the Advisor, subject to oversight by the Trust's Board of Trustees, if the Fund receives an Exemptive Order and, if required by applicable SEC rules and regulations, a vote of the majority of the outstanding voting securities of the FundFund affected by such change. d. The terms "“assignment," "” “interested persons" ” and "“majority of the outstanding voting securities" ” shall have the meaning meanings set forth for such terms in the 1940 Act.

Renewal, Termination and Amendment. a. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 4, 2004; for a period of one year and it shall continue thereafter provided that in full force and effect for successive periods of one year thereafter, but only so long as each such continuance as to the Portfolio is specifically approved by the parties and, in addition, at least annually by (i) the vote of the holders of a majority of the outstanding voting securities (as herein defined) of the Fund Portfolio or by vote of a majority of the Trust's ’s Board of Trustees Trustees; and (ii) further provided that such continuance is also approved annually by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of either the Advisor or the Sub-Advisor, cast in person at a meeting called for the purpose of voting on any such approval. b. party. This Agreement may be terminated as to the Portfolio at any time, without payment of any penalty, (i) by the Advisor if the Fund receives an exemptive order issued by the Securities and Exchange Commission permitting the Advisor to enter into and materially amend sub-advisory agreements of the Trust, without shareholder approval subject to oversight of the Trust's ’s Board of Trustees ("Exemptive Order")Trustees, by the Trust's Board of Trustees Manager, or by a vote of the majority of the outstanding voting securities of the Fund, in any such case Portfolio upon not less than 60 days' ’ prior written notice to the Sub-Advisor and (ii) Adviser, or by the Sub-Advisor Adviser upon not less than 60 90 days' ’ prior written notice to the Advisor Manager, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between the Manager and the Trust. This Agreement shall terminate automatically and immediately in the event of (A) its assignment or (B) the termination of the Advisory Agreement between the Trust assignment. The terms “assignment” and the Advisor. c. This Agreement may be amended at any time by the parties hereto, subject to approval by the Trust's Board of Trustees and, or by the Advisor, subject to oversight by the Trust's Board of Trustees, if the Fund receives an Exemptive Order and, if required by applicable SEC rules and regulations, a “vote of the majority of the outstanding voting securities of the Fund. d. The terms "assignment," "interested persons" and "a majority of the outstanding voting securities" ” shall have the meaning set forth for such terms in the 1940 Act. This Agreement may be amended at any time by the Adviser and the Manager, subject to approval by the Trust’s Board of Trustees and, if required by applicable SEC rules, regulations, or orders, a vote of a majority of the Portfolio’s outstanding voting securities. 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.

Renewal, Termination and Amendment. a. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 431, 2004; 2013 and it shall continue thereafter provided that in full force and effect for successive periods of one year thereafter, but only so long as each such continuance as to the Company is specifically approved by the parties and, in addition, at least annually by (i) the by vote of the holders of a majority of the outstanding voting securities (as herein defined) of the Fund Company or (ii) by vote of a majority of the Trust's Company’s Board of Trustees Directors and (ii) by a vote of a majority of the Trust’s Board of Trustees, and further provided that such continuance is also approved annually by the vote of a majority of the Trustees of the Trust who are not parties to this Agreement or interested persons of either the Advisor Trust or the Sub-Advisor, cast in person at a meeting called for the purpose of voting on such approval. b. Trust’s investment adviser. This Agreement may be terminated as to the Company at any time, without payment of any penalty, (i) by the Advisor if the Fund receives an exemptive order issued by the Securities and Exchange Commission permitting the Advisor to enter into and materially amend sub-advisory agreements of the Trust, without shareholder approval subject to oversight of the Trust's Company’s Board of Trustees ("Exemptive Order")Directors, by the Trust's ’s Board of Trustees or by a vote of the majority of the outstanding voting securities of the Fund, in any such case Company upon not less than 60 days' ’ prior written notice to the Sub-Advisor and (ii) Adviser, or by the Sub-Advisor Adviser upon not less than 60 90 days' ’ prior written notice to the Advisor and the TrustCompany, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between MetLife Advisers, LLC and the Trust or the Subadvisory Agreement between MetLife Advisers, LLC and the Adviser dated April 30, 2012. This Agreement shall terminate automatically and immediately in the event of (A) its assignment or (B) the termination of the Advisory Agreement between the Trust and the Advisor. c. This Agreement may be amended at assignment, except as otherwise provided by any time by the parties hereto, subject to approval by the Trust's Board of Trustees andrule of, or by action by, the Advisor, subject to oversight by the Trust's Board of Trustees, if the Fund receives an Exemptive Order and, if required by applicable SEC rules or under Cayman Islands law. The terms “assignment” and regulations, a “vote of the majority of the outstanding voting securities of the Fund. d. The terms "assignment," "interested persons" and "a majority of the outstanding voting securities" ” shall have the meaning set forth for such terms in the 1940 Act. In conjunction with the termination of this Agreement, the parties agree to negotiate a plan of transition of the investment management of the Company in good faith. This Agreement may be amended by written instrument at any time by the Adviser and the Company, subject to approval by the Company’s Board of Directors and the Trust’s Board of Trustees and, if required by applicable SEC rules, regulations, or orders, a vote of a majority of the Portfolio’s outstanding voting securities.

Renewal, Termination and Amendment. a. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 431, 2004; 2015 and it shall continue thereafter provided that in full force and effect for successive periods of one year thereafter, but only so long as each such continuance as to the Company is specifically approved by the parties and, in addition, at least annually by (i) the by vote of the holders of a majority of the outstanding voting securities (as herein defined) of the Fund Company or (ii) by vote of a majority of the Trust's Company’s Board of Trustees Directors and (ii) by a vote of a majority of the Trust’s Board of Trustees, and further provides that such continuance is also approved annually by the vote of a majority of the Trustees of the Trust who are not parties to this Agreement or interested persons of either the Advisor Trust or the Sub-Advisor, cast in person at a meeting called for the purpose of voting on such approval. b. Trust’s investment adviser. This Agreement may be terminated as to the Company at any time, without payment of any penalty, (i) by the Advisor if the Fund receives an exemptive order issued by the Securities and Exchange Commission permitting the Advisor to enter into and materially amend sub-advisory agreements of the Trust, without shareholder approval subject to oversight of the Trust's Company’s Board of Trustees ("Exemptive Order")Directors, by the Trust's ’s Board of Trustees or by a vote of the majority of the outstanding voting securities of the Fund, in any such case Company upon not less than 60 days' ’ prior written notice to the Sub-Advisor and (ii) Adviser, or by the Sub-Advisor Adviser upon not less than 60 90 days' ’ prior written notice to the Advisor and the TrustCompany, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between MetLife Advisers, LLC and the Trust dated December 8, 2000, as amended, or the Subadvisory Agreement between MetLife Advisers, LLC and the Adviser dated April 8, 2014. This Agreement shall terminate automatically and immediately in the event of (A) its assignment or (B) the termination of the Advisory Agreement between the Trust and the Advisor. c. This Agreement may be amended at assignment, except as otherwise provided by any time by the parties hereto, subject to approval by the Trust's Board of Trustees andrule of, or by action by, the Advisor, subject to oversight by the Trust's Board of Trustees, if the Fund receives an Exemptive Order and, if required by applicable SEC rules or under Cayman Islands law. The terms “assignment” and regulations, a “vote of the majority of the outstanding voting securities of the Fund. d. The terms "assignment," "interested persons" and "a majority of the outstanding voting securities" ” shall have the meaning set forth for such terms in the 1940 Act. In conjunction with the termination of this Agreement, the parties agree to negotiate a plan of transition for the Company in good faith. This Agreement may be amended by written instrument at any time by the Adviser and the Company, subject to approval by the Company’s Board of Directors and the Trust’s Board of Trustees and, if required by applicable SEC rules, regulations, or orders, a vote of a majority of the Portfolio’s outstanding voting securities.

Renewal, Termination and Amendment. a. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 431, 2004; 2013 and it shall continue thereafter provided that in full force and effect for successive periods of one year thereafter, but only so long as each such continuance as to the Company is specifically approved by the parties and, in addition, at least annually by (i) the by vote of the holders of a majority of the outstanding voting securities (as herein defined) of the Fund Company or (ii) by vote of a majority of the Trust's Company’s Board of Trustees Directors and (ii) by a vote of a majority of the Trust’s Board of Trustees, and further provides that such continuance is also approved annually by the vote of a majority of the Trustees of the Trust who are not parties to this Agreement or interested persons of either the Advisor Trust or the Sub-Advisor, cast in person at a meeting called for the purpose of voting on such approval. b. Trust’s investment adviser. This Agreement may be terminated as to the Company at any time, without payment of any penalty, (i) by the Advisor if the Fund receives an exemptive order issued by the Securities and Exchange Commission permitting the Advisor to enter into and materially amend sub-advisory agreements of the Trust, without shareholder approval subject to oversight of the Trust's Company’s Board of Trustees ("Exemptive Order")Directors, by the Trust's ’s Board of Trustees or by a vote of the majority of the outstanding voting securities of the Fund, in any such case Company upon not less than 60 days' ’ prior written notice to the Sub-Advisor and (ii) Adviser, or by the Sub-Advisor Adviser upon not less than 60 90 days' ’ prior written notice to the Advisor and the TrustCompany, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between MetLife Advisers, LLC and the Trust or the Subadvisory Agreement between MetLife Advisers, LLC and the Adviser dated April , 2012. This Agreement shall terminate automatically and immediately in the event of (A) its assignment or (B) the termination of the Advisory Agreement between the Trust and the Advisor. c. This Agreement may be amended at assignment, except as otherwise provided by any time by the parties hereto, subject to approval by the Trust's Board of Trustees andrule of, or by action by, the Advisor, subject to oversight by the Trust's Board of Trustees, if the Fund receives an Exemptive Order and, if required by applicable SEC rules or under Cayman Islands law. The terms “assignment” and regulations, a “vote of the majority of the outstanding voting securities of the Fund. d. The terms "assignment," "interested persons" and "a majority of the outstanding voting securities" ” shall have the meaning set forth for such terms in the 1940 Act. In conjunction with the termination of this Agreement, the parties agree to negotiate a plan of transition for the Company in good faith. This Agreement may be amended by written instrument at any time by the Adviser and the Company, subject to approval by the Company’s Board of Directors and the Trust’s Board of Trustees and, if required by applicable SEC rules, regulations, or orders, a vote of a majority of the Portfolio’s outstanding voting securities.

Renewal, Termination and Amendment. a. This Agreement shall be effective for a period of two (2) years from the date hereof and shall continue in effecteffect from year to year thereafter, unless sooner terminated as hereinafter provided, until December 4, 2004; and it shall continue thereafter provided that such continuance is specifically approved by the parties and, in addition, at least annually by (i) the vote of the holders of a majority of the outstanding voting securities (as herein defined) members of the Fund or by vote of a majority of the Trust's Board of Trustees and (ii) by the vote of a majority of the Trustees who are not neither parties to this Agreement or nor interested persons of either the Advisor Fund, the Adviser, the Sub-adviser or of any entity .regularly furnishing investment advisory services with respect to the Fund pursuant to an agreement with the Adviser or the Sub-Advisoradviser, cast in person at a meeting called for the purpose of voting on such approval. b. , and (ii) separately by the Board (all directors voting) or by vote of a majority of the Fund's outstanding voting securities. This Agreement may be terminated at any time, time without payment of any penalty, (i) by the Advisor if Adviser, the Fund receives an exemptive order issued by the Securities and Exchange Commission permitting the Advisor to enter into and materially amend sub-advisory agreements of the TrustBoard, without shareholder approval subject to oversight of the Trust's Board of Trustees ("Exemptive Order"), by the Trust's Board of Trustees or by a vote of the a majority of the outstanding voting securities of the Fund, in any such case Fund upon not less than 60 days' prior written notice to the Sub-Advisor and (ii) adviser or by the Sub-Advisor adviser upon not less than 60 90 days' prior written notice to the Advisor Adviser, or upon such shorter notice as may be mutually agreed upon. This Agreement may also be terminated, without the payment of any penalty, by the Adviser (i) upon material breach by the Sub-adviser of any representations and warranties set forth in this Agreement, if such breach has not been cured within seven days after written notice of such breach or (ii) immediately if, in the Trustreasonable judgment of the Adviser, the Sub-adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as the insolvency of the Sub-adviser, the termination, resignation or other loss of a key portfolio manager, or other circumstances that the Adviser determines could adversely affect the Fund. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement. This Agreement shall terminate automatically and immediately in the event of (A) its assignment or (B) assignment. The terms "assignment" and "vote of a majority of the outstanding voting securities" shall have the meanings set forth for such terms in the 1940 Act and the regulations thereunder. In the event of a termination of this Agreement, those paragraphs of the Agreement which govern the conduct of the parties' future interactions with respect to the Sub-adviser having provided investment advisory services to the Fund for the duration of the Agreement, including, but not limited to, paragraphs 4(i), 12, 13, 14, 15, 16, 17, 18, 19, 20 and 21 shall survive the termination of the Advisory Agreement between the Trust and the Advisor. c. Agreement. This Agreement may be amended at any time by the parties heretoSub-adviser and the Adviser, subject to approval by the Trust's Board of Trustees and, or by the Advisor, subject to oversight by the Trust's Board of Trustees, if the Fund receives an Exemptive Order and, if required by applicable SEC rules and regulations, a vote of the a majority of the outstanding voting securities of the Fund. d. The terms "assignment," "interested persons" and "majority of the 's outstanding voting securities" shall have the meaning set forth for such terms in the 1940 Act.

Renewal, Termination and Amendment. a. This Agreement shall continue in effect, unless sooner terminated become effective with respect to each Fund as hereinafter provided, until December 4, 2004; and it shall continue thereafter provided that such continuance is specifically approved by of the parties and, in addition, at least annually by date of commencement of operations of the Fund if approved: (i) the by a vote of the holders of Board, including a majority of those trustees of the outstanding voting securities Trust who are not “interested persons” (as herein defineddefined in the 1940 Act) of any party to this Agreement (the Fund “Independent Trustees”), cast in person (or, if then-permitted by law, rule, or regulatory guidance, virtually) at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Trust's Fund’s outstanding securities (to the extent required under the 1940 Act). This Agreement shall continue in effect with respect to a Fund for an initial period of two years thereafter and may be renewed annually thereafter only so long as such renewal and continuance is specifically approved at least annually by the Board of Trustees provided that in such event such renewal and (ii) continuance shall also be approved by the vote of a majority of the Independent Trustees who are not parties to this Agreement or interested persons of either the Advisor or the Sub-Advisor, cast in person at a meeting called for the purpose of voting on such approval. b. No material amendment to this Agreement shall be effective unless the terms thereof have been approved as required by the 1940 Act. The modification of any of the non-material terms of this Agreement may be approved by the vote, cast in person at a meeting called for such purpose, of a majority of the Independent Trustees. c. In connection with such renewal or amendment, and in accordance with the requirements set forth in Section 15(c) of the 1940 Act, the Angel Oak Sub-Adviser shall furnish such information as may be reasonably necessary by the Adviser, Strive Sub-Adviser or the Board to evaluate the terms of this Agreement and any amendment thereto. d. This Agreement may be terminated at any time, without the payment of any penalty, (i) by the Advisor if the Fund receives an exemptive order issued by the Securities and Exchange Commission permitting the Advisor to enter into and materially amend sub-advisory agreements Board, including a majority of the Trust, without shareholder approval subject to oversight of the Trust's Board of Trustees ("Exemptive Order")Independent Trustees, by the Trust's Board of Trustees or by a vote of the a majority of the outstanding voting securities of the a Fund, in any such case upon not less than 60 on sixty (60) days' prior ’ written notice to the Adviser and the Angel Oak Sub-Advisor and (ii) Adviser, or by the Adviser, Strive Sub-Advisor upon not less than 60 Adviser or Angel Oak Sub-Adviser on sixty (60) days' prior ’ written notice to the Advisor Trust and the Trustother party. This Agreement shall will automatically terminate, without the payment of any penalty, in the event the Investment Advisory Agreement between the Adviser and the Trust is assigned (as defined in the 1940 Act) or terminates for any other reason. This Agreement will also terminate upon written notice to the other party that the other party is in material breach of this Agreement, unless the other party in material breach of this Agreement cures such breach to the reasonable satisfaction of the party alleging the breach within thirty (30) days after written notice. This Agreement will also automatically terminate in the event of (A) its assignment or (Bas defined in the 1940 Act) the termination of the Advisory Agreement between the Trust and the Advisor. c. This Agreement may be amended at any time by unless the parties hereto, subject to approval by agreement, obtain an exemption from the Trust's Board of Trustees and, or by SEC from the Advisor, subject to oversight by the Trust's Board of Trustees, if the Fund receives an Exemptive Order and, if required by applicable SEC rules and regulations, a vote provisions of the majority 1940 Act pertaining to the subject matter of the outstanding voting securities of the Fundthis subsection. d. The terms "assignment," "interested persons" and "majority of the outstanding voting securities" shall have the meaning set forth for such terms in the 1940 Act.

Renewal, Termination and Amendment. a. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 431, 2004; 2012 and it shall continue thereafter provided that in full force and effect for successive periods of one year thereafter, but only so long as each such continuance as to the Company is specifically approved by the parties and, in addition, at least annually by (i) the by vote of the holders of a majority of the outstanding voting securities (as herein defined) of the Fund Company or (ii) by vote of a majority of the Trust's Company’s Board of Trustees Directors and (ii) by a vote of a majority of the Trust’s Board of Trustees, and further provides that such continuance is also approved annually by the vote of a majority of the Trustees of the Trust who are not parties to this Agreement or interested persons of either the Advisor Trust or the Sub-Advisor, cast in person at a meeting called for the purpose of voting on such approval. b. Trust’s investment adviser. This Agreement may be terminated as to the Company at any time, without payment of any penalty, (i) by the Advisor if the Fund receives an exemptive order issued by the Securities and Exchange Commission permitting the Advisor to enter into and materially amend sub-advisory agreements of the Trust, without shareholder approval subject to oversight of the Trust's Company’s Board of Trustees ("Exemptive Order")Directors, by the Trust's ’s Board of Trustees or by a vote of the majority of the outstanding voting securities of the Fund, in any such case Company upon not less than 60 days' ’ prior written notice to the Sub-Advisor and (ii) Adviser, or by the Sub-Advisor Adviser upon not less than 60 90 days' ’ prior written notice to the Advisor and the TrustCompany, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between Metlife Advisers, LLC and the Trust or the Subadvisory Agreement between MetLife Advisers, LLC and the Adviser dated April 18, 2011. This Agreement shall terminate automatically and immediately in the event of (A) its assignment or (B) the termination of the Advisory Agreement between the Trust and the Advisor. c. This Agreement may be amended at assignment, except as otherwise provided by any time by the parties hereto, subject to approval by the Trust's Board of Trustees andrule of, or by action by, the Advisor, subject to oversight by the Trust's Board of Trustees, if the Fund receives an Exemptive Order and, if required by applicable SEC rules or under Cayman Islands law. The terms “assignment” and regulations, a “vote of the majority of the outstanding voting securities of the Fund. d. The terms "assignment," "interested persons" and "a majority of the outstanding voting securities" ” shall have the meaning set forth for such terms in the 1940 Act. In conjunction with the termination of this Agreement, the parties agree to negotiate a plan of transition for the Company in good faith. This Agreement may be amended by written instrument at any time by the Adviser and the Company, subject to approval by the Company’s Board of Directors and the Trust’s Board of Trustees and, if required by applicable SEC rules, regulations, or orders, a vote of a majority of the Portfolio’s outstanding voting securities.

Renewal, Termination and Amendment. a. This Agreement shall continue in __________________________________ effect, unless sooner terminated as hereinafter provided, until December 431, 2004; 2006 and it shall continue thereafter provided that in full force and effect for successive periods of one year thereafter, but only so long as each such continuance as to the Portfolio is specifically approved by the parties and, in addition, at least annually by (i) the vote of the holders of a majority of the outstanding voting securities (as herein defined) of the Fund Portfolio or by vote of a majority of the Trust's Board of Trustees Trustees; and (ii) further provided that such continuance is also approved annually by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of either the Advisor or the Sub-Advisor, cast in person at a meeting called for the purpose of voting on any such approval. b. party. This Agreement may be terminated as to the Portfolio at any time, without payment of any penalty, (i) by the Advisor if the Fund receives an exemptive order issued by the Securities and Exchange Commission permitting the Advisor to enter into and materially amend sub-advisory agreements of the Trust, without shareholder approval subject to oversight of the Trust's Board of Trustees ("Exemptive Order"), by the Trust's Board of Trustees Trustees, by the Manager, or by a vote of the majority of the outstanding voting securities of the Fund, in any such case Portfolio upon not less than 60 days' prior written notice to the Sub-Advisor and (ii) Adviser, or by the Sub-Advisor Adviser upon not less than 60 90 days' prior written notice to the Advisor Manager, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between the Manager and the Trust. This Agreement shall terminate automatically and immediately in the event of (A) its assignment or (B) the termination of the Advisory Agreement between the Trust and the Advisor. c. This Agreement may be amended at any time by the parties hereto, subject to approval by the Trust's Board of Trustees and, or by the Advisor, subject to oversight by the Trust's Board of Trustees, if the Fund receives an Exemptive Order and, if required by applicable SEC rules and regulations, a vote of the majority of the outstanding voting securities of the Fund. d. assignment. The terms "assignment," "interested persons" and "vote of a majority of the outstanding voting securities" shall have the meaning set forth for such terms in the 1940 Act. Subject to approval of the Manager, the Manager understands and acknowledges that the Adviser may transfer responsibility for the day-to-day management of the Portfolio to an affiliated person of the Adviser. If such transfer does not satisfy Rule 2a-6 under the 1940 Act, the Manager agrees to recommend that the Trust's Board of Trustees approve a new advisory agreement, the terms of which are substantially identical to the terms of this agreement, with the Adviser's affiliated person, subject to the Manager first determining that such a recommendation is in the best interests of the Portfolio and its shareholders. This Agreement may be amended at any time by the Adviser and the Manager, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules, regulations, or orders, a vote of a majority of the Portfolio's outstanding voting securities.

Renewal, Termination and Amendment. a. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 431, 2004; 2015 and it shall continue thereafter provided that in full force and effect for successive periods of one year thereafter, but only so long as each such continuance as to the Company is specifically approved by the parties and, in addition, at least annually by (i) the by vote of the holders of a majority of the outstanding voting securities (as herein defined) of the Fund Company or (ii) by vote of a majority of the Trust's Company’s Board of Trustees Directors and (ii) by a vote of a majority of the Trust’s Board of Trustees, and further provides that such continuance is also approved annually by the vote of a majority of the Trustees of the Trust who are not parties to this Agreement or interested persons of either the Advisor Trust or the Sub-Advisor, cast in person at a meeting called for the purpose of voting on such approval. b. Trust’s investment adviser. This Agreement may be terminated as to the Company at any time, without payment of any penalty, (i) by the Advisor if the Fund receives an exemptive order issued by the Securities and Exchange Commission permitting the Advisor to enter into and materially amend sub-advisory agreements of the Trust, without shareholder approval subject to oversight of the Trust's Company’s Board of Trustees ("Exemptive Order")Directors, by the Trust's ’s Board of Trustees or by a vote of the majority of the outstanding voting securities of the Fund, in any such case Company upon not less than 60 days' ’ prior written notice to the Sub-Advisor and (ii) Adviser, or by the Sub-Advisor Adviser upon not less than 60 90 days' ’ prior written notice to the Advisor and the TrustCompany, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between MetLife Advisers, LLC and the Trust or the Subadvisory Agreement between MetLife Advisers, LLC and the Adviser dated April 8, 2014. This Agreement shall terminate automatically and immediately in the event of (A) its assignment or (B) the termination of the Advisory Agreement between the Trust and the Advisor. c. This Agreement may be amended at assignment, except as otherwise provided by any time by the parties hereto, subject to approval by the Trust's Board of Trustees andrule of, or by action by, the Advisor, subject to oversight by the Trust's Board of Trustees, if the Fund receives an Exemptive Order and, if required by applicable SEC rules or under Cayman Islands law. The terms “assignment” and regulations, a “vote of the majority of the outstanding voting securities of the Fund. d. The terms "assignment," "interested persons" and "a majority of the outstanding voting securities" ” shall have the meaning set forth for such terms in the 1940 Act. In conjunction with the termination of this Agreement, the parties agree to negotiate a plan of transition for the Company in good faith. This Agreement may be amended by written instrument at any time by the Adviser and the Company, subject to approval by the Company’s Board of Directors and the Trust’s Board of Trustees and, if required by applicable SEC rules, regulations, or orders, a vote of a majority of the Portfolio’s outstanding voting securities.

Renewal, Termination and Amendment. a. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 431, 20041998; and it shall continue thereafter provided that such continuance is specifically approved by the parties and, in addition, at least annually by (i) the vote of the holders of a majority of the outstanding voting securities (as herein defined) of the Fund Portfolio or by vote of a majority of the Trust's Board of Trustees and (ii) by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of either the Advisor or the Sub-Portfolio Advisor, cast in person at a meeting called for the purpose of voting on such approval. b. This Agreement may be terminated at any time, without payment of any penalty, (i) by the Advisor if the Fund receives an exemptive order issued by the Securities and Exchange Commission permitting the Advisor to enter into and materially amend sub-advisory agreements of the Trust, without shareholder approval subject to oversight of the Trust's Board of Trustees ("Exemptive Order")Advisor, by the Trust's Board of Trustees or by a vote of the majority of the outstanding voting securities of the FundPortfolio, in any such case upon not less than 60 days' prior written notice to the Sub-Portfolio Advisor and (ii) by the Sub-Portfolio Advisor upon not less than 60 days' prior written notice to the Advisor and the Trust. This Agreement shall terminate automatically in the event of (A) its assignment or (B) the termination of the Advisory Agreement between the Trust and the Advisorassignment. c. If this Agreement is not approved by the favorable vote of a majority of the outstanding voting securities of the Portfolio during the 120 day period after the effective date of the Agreement, it will terminate as of the close of business on the last day of such period. d. This Agreement will also terminate upon written notice to the other party that the other party is in material breach of the Agreement, unless the other party in material breach of this Agreement cures such breach to the reasonable satisfaction of the party alleging the breach within 30 days after the written notice. e. This Agreement may be amended at any time by the parties hereto, subject to approval by the Trust's Board of Trustees and, or by the Advisor, subject to oversight by the Trust's Board of Trustees, if the Fund receives an Exemptive Order and, if required by applicable SEC rules and regulations, a vote of the majority of the outstanding voting securities of the FundPortfolio affected by such change. d. f. The terms "affiliated persons," "assignment," "interested persons" and "majority of the outstanding voting securities" shall have the meaning set forth for such terms in Section 2(a) of the 1940 Act.

Renewal, Termination and Amendment. a. This Agreement shall continue in effect, unless sooner terminated become effective with respect to a Fund as hereinafter provided, until December 4, 2004; and it shall continue thereafter provided that such continuance is specifically approved by of the parties and, in addition, at least annually by date of commencement of operations of the Fund if approved: (i) the by a vote of the holders of Board, including a majority of those trustees of the outstanding voting securities Trust who are not “interested persons” (as herein defineddefined in the 1940 Act) of any party to this Agreement (the Fund “Independent Trustees”), cast in person (or, if then-permitted by law, rule, or regulatory guidance, virtually) at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Trust's Fund’s outstanding securities (to the extent required under the 1940 Act). This Agreement shall continue in effect with respect to a Fund for an initial period of two years thereafter and may be renewed annually thereafter only so long as such renewal and continuance is specifically approved at least annually by the Board of Trustees provided that in such event such renewal and (ii) continuance shall also be approved by the vote of a majority of the Independent Trustees who are not parties to this Agreement or interested persons of either the Advisor or the Sub-Advisor, cast in person at a meeting called for the purpose of voting on such approval. b. No material amendment to this Agreement shall be effective unless the terms thereof have been approved as required by the 1940 Act. The modification of any of the non-material terms of this Agreement may be approved by the vote, cast in person at a meeting called for such purpose, of a majority of the Independent Trustees. c. In connection with such renewal or amendment, the Sub-Adviser shall furnish such information as may be reasonably necessary by the Adviser or the Board to evaluate the terms of this Agreement and any amendment thereto. d. This Agreement may be terminated at any time, without the payment of any penalty, (i) by the Advisor if the Fund receives an exemptive order issued by the Securities and Exchange Commission permitting the Advisor to enter into and materially amend sub-advisory agreements Board, including a majority of the Trust, without shareholder approval subject to oversight of the Trust's Board of Trustees ("Exemptive Order")Independent Trustees, by the Trust's Board of Trustees or by a vote of the a majority of the outstanding voting securities of the a Fund, in any such case upon not less than 60 on sixty (60) days' prior ’ written notice to the Sub-Advisor Adviser and (ii) by the Sub-Advisor upon not less than 60 Adviser, or by the Adviser or Sub-Adviser on sixty (60) days' prior ’ written notice to the Advisor Trust and the Trustother party. This Agreement shall will automatically terminate, without the payment of any penalty, in the event the Investment Advisory Agreement between the Adviser and the Trust is assigned (as defined in the 1940 Act) or terminates for any other reason. This Agreement will also terminate upon written notice to the other party that the other party is in material breach of this Agreement, unless the other party in material breach of this Agreement cures such breach to the reasonable satisfaction of the party alleging the breach within thirty (30) days after written notice. This Agreement will also automatically terminate in the event of (A) its assignment or (Bas defined in the 1940 Act) the termination of the Advisory Agreement between the Trust and the Advisor. c. This Agreement may be amended at any time by unless the parties hereto, subject to approval by agreement, obtain an exemption from the Trust's Board of Trustees and, or by SEC from the Advisor, subject to oversight by the Trust's Board of Trustees, if the Fund receives an Exemptive Order and, if required by applicable SEC rules and regulations, a vote provisions of the majority 1940 Act pertaining to the subject matter of the outstanding voting securities of the Fundthis subsection. d. The terms "assignment," "interested persons" and "majority of the outstanding voting securities" shall have the meaning set forth for such terms in the 1940 Act.

Renewal, Termination and Amendment. a. This Agreement shall continue in effect, unless sooner terminated as hereinafter providedunder this Agreement, until December 4through July 14, 20042025; and it shall thereafter continue thereafter for successive annual terms provided that such continuance is specifically approved by the parties and, in addition, at least annually by (i) the vote of the holders of a majority of the outstanding voting securities (as herein defined) of the Fund or (ii) by vote of a majority of the Trust's Board of Trustees and (ii) by including the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of either the Advisor or the Sub-Advisor, cast in person at a meeting called for the purpose of voting on such approval. b. This Agreement may be terminated at any time, without payment of any penalty, (i) by the Advisor if the Fund receives an exemptive order issued by the Securities and Exchange Commission permitting the Advisor to enter into and materially amend sub-advisory agreements of the Trust, without shareholder approval subject to oversight of the Trust's Board of Trustees ("Exemptive Order"), by the Trust's Board of Trustees or by a vote of the majority of the outstanding voting securities of the Fund, in any such case upon not more than 60-days' nor less than 60 30-days' prior written notice delivered or mailed, postage prepaid, to the Sub-Advisor and Advisor; (ii) by the Sub-Advisor upon not less than 60 60-days' prior written notice delivered or mailed, postage prepaid, to the Advisor and Advisor; or (iii) by the Trust, upon either (y) the majority vote of the Board or (z) the affirmative vote of a majority of the outstanding voting securities of the Fund. This Agreement shall terminate automatically in the event of (A) its assignment or (B) the termination of the Advisory Agreement between the Trust and the Advisorassignment. c. This Agreement may be amended at any time by the parties heretoparties, subject to approval by the Trust's Board including the vote of a majority of the Trustees and, who are not parties to this Agreement or by interested persons of either the Advisor, subject to oversight by Advisor or the Trust's Board of Trustees, if the Fund receives an Exemptive Order Sub-Advisor and, if required by applicable SEC rules and regulations, a vote of the majority of the outstanding voting securities of the FundFund affected by such change. d. The terms "assignment," "interested persons" and "majority of the outstanding voting securities" shall have the meaning set forth for such terms in the 1940 Act.. Sub-Advisory Agreement Touchstone Securitized Income ETF

Renewal, Termination and Amendment. a. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 431, 2004; 2006 and it shall continue thereafter provided that in full force and effect for successive periods of one year thereafter, but only so long as each such continuance is specifically approved by the parties and, in addition, at least annually by (i) the Trustees of the Trust or a vote of the holders of a majority of the outstanding voting securities (as herein defined) of the Fund Trust and by vote of a majority of the Trustees of the Trust who are not interested persons of the Trust, the Adviser or the Sub-adviser, cast in accordance with the provisions of the 1940 Act. This Agreement may be terminated at any time without payment of any penalty, by the Adviser, the Trust's Board of Trustees, or by a vote of a majority of the outstanding voting securities of the Trust upon 60 days prior written notice to the Sub-adviser or by the Sub-adviser upon 90 days prior written notice to the Adviser, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between the Adviser and the Trust. This Agreement shall terminate automatically and immediately in the event of its assignment. The terms "assignment" and "vote of a majority of the outstanding voting securities" shall have the meanings set forth for such terms in the 1940 Act as amended or interpreted by regulatory bodies having jurisdiction from time to time. This Agreement may be amended at any time by the Sub-adviser and the Adviser, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules and regulations, a vote of a majority of the Trust's Board of Trustees outstanding voting securities and (ii) by the a vote of a majority of the Trustees of the Trust who are not parties to this Agreement or interested persons of either the Advisor Trust, the Adviser or the Sub-Advisoradviser, cast in person at a meeting called for the purpose of voting on such approval. b. This Agreement may be terminated at any time, without payment of any penalty, (i) by the Advisor if the Fund receives an exemptive order issued by the Securities and Exchange Commission permitting the Advisor to enter into and materially amend sub-advisory agreements of the Trust, without shareholder approval subject to oversight of the Trust's Board of Trustees ("Exemptive Order"), by the Trust's Board of Trustees or by a vote of the majority of the outstanding voting securities of the Fund, in any such case upon not less than 60 days' prior written notice to the Sub-Advisor and (ii) by the Sub-Advisor upon not less than 60 days' prior written notice to the Advisor and the Trust. This Agreement shall terminate automatically in the event of (A) its assignment or (B) the termination of the Advisory Agreement between the Trust and the Advisor. c. This Agreement may be amended at any time by the parties hereto, subject to approval by the Trust's Board of Trustees and, or by the Advisor, subject to oversight by the Trust's Board of Trustees, if the Fund receives an Exemptive Order and, if required by applicable SEC rules and regulations, a vote of the majority of the outstanding voting securities of the Fund. d. The terms "assignment," "interested persons" and "majority of the outstanding voting securities" shall have the meaning set forth for such terms in the 1940 Act.

Renewal, Termination and Amendment. a. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 4, 2004; for a period of one year and it shall continue thereafter provided that in full force and effect for successive periods of one year thereafter, but only so long as each such continuance as to the Company is specifically approved by the parties and, in addition, at least annually by (i) the by vote of the holders of a majority of the outstanding voting securities (as herein defined) of the Fund Company or (ii) by vote of a majority of the Trust's Company’s Board of Trustees Directors and (ii) by a vote of a majority of the Trust’s Board of Trustees, and further provided that such continuance is also approved annually by the vote of a majority of the Trustees of the Trust who are not parties to this Agreement or interested persons of either the Advisor Trust or the Sub-Advisor, cast in person at a meeting called for the purpose of voting on such approval. b. Trust’s investment adviser. This Agreement may be terminated as to the Company at any time, without payment of any penalty, (i) by the Advisor if the Fund receives an exemptive order issued by the Securities and Exchange Commission permitting the Advisor to enter into and materially amend sub-advisory agreements of the Trust, without shareholder approval subject to oversight of the Trust's Company’s Board of Trustees ("Exemptive Order")Directors, by the Trust's ’s Board of Trustees or by a vote of the majority of the outstanding voting securities of the Fund, in any such case Company upon not less than 60 days' ’ prior written notice to the Sub-Advisor and (ii) Adviser, or by the Sub-Advisor Adviser upon not less than 60 90 days' ’ prior written notice to the Advisor and the TrustCompany, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between Brighthouse Investment Advisers, LLC and the Trust or the Subadvisory Agreement between Brighthouse Investment Advisers, LLC and the Adviser of even date herewith. This Agreement shall terminate automatically and immediately in the event of (A) its assignment or (B) the termination of the Advisory Agreement between the Trust and the Advisor. c. This Agreement may be amended at assignment, except as otherwise provided by any time by the parties hereto, subject to approval by the Trust's Board of Trustees andrule of, or by action by, the Advisor, subject to oversight by the Trust's Board of Trustees, if the Fund receives an Exemptive Order and, if required by applicable SEC rules or under Cayman Islands law. The terms “assignment” and regulations, a “vote of the majority of the outstanding voting securities of the Fund. d. The terms "assignment," "interested persons" and "a majority of the outstanding voting securities" ” shall have the meaning set forth for such terms in the 1940 Act. In conjunction with the termination of this Agreement, the parties agree to negotiate a plan of transition of the investment management of the Company in good faith. This Agreement may be amended by written instrument at any time by the Adviser and the Company, subject to approval by the Company’s Board of Directors and the Trust’s Board of Trustees and, if required by applicable SEC rules, regulations, or orders, a vote of a majority of the Portfolio’s outstanding voting securities.

Renewal, Termination and Amendment. a. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 4__________, 2004; and it shall continue thereafter provided that such continuance is specifically approved by the parties and, in addition, at least annually by (i) the vote of the holders of a majority of the outstanding voting securities (as herein defined) of the Fund or by vote of a majority of the Trust's Board of Trustees and (ii) by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of either the Advisor or the Sub-Advisor, cast in person at a meeting called for the purpose of voting on such approval. b. This Agreement may be terminated at any time, without payment of any penalty, (i) by the Advisor if the Fund receives an exemptive order issued by the Securities and Exchange Commission permitting the Advisor to enter into and materially amend sub-advisory agreements of the Trust, without shareholder approval subject to oversight of the Trust's Board of Trustees ("Exemptive Order"), by the Trust's Board of Trustees or by a vote of the majority of the outstanding voting securities of the Fund, in any such case upon not less than 60 days' prior written notice to the Sub-Advisor and (ii) by the Sub-Advisor upon not less than 60 days' prior written notice to the Advisor and the Trust. This Agreement shall terminate automatically in the event of (A) its assignment or (B) the termination of the Advisory Agreement between the Trust and the Advisor. c. This Agreement may be amended at any time by the parties hereto, subject to approval by the Trust's Board of Trustees and, or by the Advisor, subject to oversight by the Trust's Board of Trustees, if the Fund receives an Exemptive Order and, if required by applicable SEC rules and regulations, a vote of the majority of the outstanding voting securities of the Fund. d. The terms "assignment," "interested persons" and "majority of the outstanding voting securities" shall have the meaning set forth for such terms in the 1940 Act.

Renewal, Termination and Amendment. a. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 4, 2004; for a period of one year and it shall continue thereafter provided that in full force and effect for successive periods of one year thereafter, but only so long as each such continuance as to the Company is specifically approved by the parties and, in addition, at least annually by (i) the by vote of the holders of a majority of the outstanding voting securities (as herein defined) of the Fund Company or (ii) by vote of a majority of the Trust's Company’s Board of Trustees Directors and (ii) by a vote of a majority of the Trust’s Board of Trustees, and further provides that such continuance is also approved annually by the vote of a majority of the Trustees of the Trust who are not parties to this Agreement or interested persons of either the Advisor Trust or the Sub-Advisor, cast in person at a meeting called for the purpose of voting on such approval. b. Trust’s investment adviser. This Agreement may be terminated as to the Company at any time, without payment of any penalty, (i) by the Advisor if the Fund receives an exemptive order issued by the Securities and Exchange Commission permitting the Advisor to enter into and materially amend sub-advisory agreements of the Trust, without shareholder approval subject to oversight of the Trust's Company’s Board of Trustees ("Exemptive Order")Directors, by the Trust's ’s Board of Trustees or by a vote of the majority of the outstanding voting securities of the Fund, in any such case Company upon not less than 60 days' ’ prior written notice to the Sub-Advisor and (ii) Adviser, or by the Sub-Advisor Adviser upon not less than 60 90 days' ’ prior written notice to the Advisor and the TrustCompany, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between Brighthouse Investment Advisers, LLC and the Trust or the Subadvisory Agreement between Brighthouse Investment Advisers, LLC and the Adviser with respect to the Portfolio of even date herewith. This Agreement shall terminate automatically and immediately in the event of (A) its assignment or (B) the termination of the Advisory Agreement between the Trust and the Advisor. c. This Agreement may be amended at assignment, except as otherwise provided by any time by the parties hereto, subject to approval by the Trust's Board of Trustees andrule of, or by action by, the Advisor, subject to oversight by the Trust's Board of Trustees, if the Fund receives an Exemptive Order and, if required by applicable SEC rules or under Cayman Islands law. The terms “assignment” and regulations, a “vote of the majority of the outstanding voting securities of the Fund. d. The terms "assignment," "interested persons" and "a majority of the outstanding voting securities" ” shall have the meaning set forth for such terms in the 1940 Act. In conjunction with the termination of this Agreement, the parties agree to negotiate a plan of transition for the Company in good faith. This Agreement may be amended by written instrument at any time by the Adviser and the Company, subject to approval by the Company’s Board of Directors and the Trust’s Board of Trustees and, if required by applicable SEC rules, regulations, or orders, a vote of a majority of the Portfolio’s outstanding voting securities.

Renewal, Termination and Amendment. a. This Agreement shall have an initial term of two years from the date hereof and shall continue in effect, unless sooner terminated as hereinafter provided, until December 4, 2004; and it shall continue effect from year to year thereafter provided that such continuance is specifically approved annually either by the parties and, in addition, at least annually by (i) the vote of the holders of a majority of the outstanding voting securities (as herein defined) of the Fund Board or by vote of a majority of outstanding voting securities of the Trust's Board of Trustees Fund and (ii) provided that in either event such continuance shall also be approved by the vote of a majority the members of the Trustees Board who are not parties to this Agreement or interested persons of either the Advisor Fund (as defined in the 1000 Xxx) or the Sub-Advisorof any person party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. b. . This Agreement may be terminated at any time, time without payment of any penalty, (i) by the Advisor if the Fund receives an exemptive order issued by the Securities and Exchange Commission permitting the Advisor to enter into and materially amend sub-advisory agreements of the Trust, without shareholder approval subject to oversight of the Trust's Board of Trustees ("Exemptive Order"), by the Trust's Board of Trustees or by a vote of the a majority of the outstanding voting securities of the Fund, in any such case Fund upon not less than 60 days' days prior written notice to the Sub-Advisor and (ii) Adviser or upon such shorter notice as may be mutually agreed upon in writing by the Sub-Advisor parties hereto. This Agreement may also be terminated, without the payment of any penalty, by the Adviser upon not less than 60 days' 90 days prior written notice to the Advisor and the TrustFund. This Agreement shall terminate automatically and immediately in the event of (A) its assignment or (B) the termination of the Advisory Agreement between the Trust assignment. The terms “assignment” and the Advisor. c. This Agreement may be amended at any time by the parties hereto, subject to approval by the Trust's Board of Trustees and, or by the Advisor, subject to oversight by the Trust's Board of Trustees, if the Fund receives an Exemptive Order and, if required by applicable SEC rules and regulations, a “vote of the majority of the outstanding voting securities of the Fund. d. The terms "assignment," "interested persons" and "a majority of the outstanding voting securities" ” shall have the meaning set forth for such terms in the 1940 Act and the rules thereunder. This Agreement may be amended at any time in writing with the mutual written consent of both parties, and, if required by applicable Securities and Exchange Commission rules and regulations, a vote of a majority of the Fund’s outstanding voting securities. If the unitholders of the Fund fail to approve this Agreement or any continuance of the Agreement where such approval is required by applicable law, the Adviser will continue to act, for the compensation described herein, as investment adviser with respect to the Fund pending the required approval of the Agreement or its continuance or of any contract with the Adviser or a different adviser or other definitive action; provided, that the compensation received by the Adviser in respect of the Fund during such period is in compliance with Rule 15a-4 under the 1940 Act. In the event of termination of this Agreement, those paragraphs of this Agreement which govern conduct of the parties’ future interactions with respect to the Adviser having provided investment management services to the Fund for the duration of this Agreement, including, but not limited to, Sections 4, 5, 11, 13, and 15 shall survive such termination of this Agreement.

Renewal, Termination and Amendment. a. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 431, 20041999; and it shall continue thereafter provided that such continuance is specifically approved by the parties and, in addition, at least annually by (i) the vote of the holders of a majority of the outstanding voting securities (as herein defined) of the Fund or by vote of a majority of the Trust's Board of Trustees and (ii) by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of either the Advisor or the Sub-Advisor, cast in person at a meeting called for the purpose of voting on such approval. b. This Agreement may be terminated at any time, without payment of any penalty, (i) by the Advisor if the Fund receives an exemptive order issued by the Securities and Exchange Commission permitting the Advisor to enter into and materially amend sub-advisory agreements of the Trust, without shareholder approval subject to oversight of the Trust's Board of Trustees ("Exemptive Order")Advisor, by the Trust's Board of Trustees or by a vote of the majority of the outstanding voting securities of the Fund, in any such case upon not less than 60 days' prior written notice to the Sub-Advisor and (ii) by the Sub-Advisor upon not less than 60 days' prior written notice to the Advisor and the Trust. This Agreement shall terminate automatically in the event of (A) its assignment or (B) the termination of the Advisory Agreement between the Trust and the Advisorassignment. c. If this Agreement is not approved by the favorable vote of a majority of the outstanding voting securities of the Fund by February 4, 1999, it will terminate as of the close of business on the last day of such period. d. This Agreement will also terminate upon written notice to the other party that the other party is in material breach of this Agreement, unless the other party in material breach of this Agreement cures such breach to the reasonable satisfaction of the party alleging the breach within 30 days after the written notice. e. This Agreement may be amended at any time by the parties hereto, subject to approval by the Trust's Board of Trustees and, or by the Advisor, subject to oversight by the Trust's Board of Trustees, if the Fund receives an Exemptive Order and, if required by applicable SEC rules and regulations, a vote of the majority of the outstanding voting securities of the FundFund affected by such change. d. f. The terms "affiliated persons," "assignment," "interested persons" and "majority of the outstanding voting securities" shall have the meaning set forth for such terms in Section 2(a) of the 1940 Act.

Renewal, Termination and Amendment. a. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 4, 2004; for a period of two years and it shall continue thereafter provided that in full force and effect for successive periods of one year thereafter, but only so long as each such continuance as to the Portfolio is specifically approved by the parties and, in addition, at least annually by (i) the vote of the holders of a majority of the outstanding voting securities (as herein defined) of the Fund Portfolio or by vote of a majority of the Trust's ’s Board of Trustees Trustees; and (ii) further provided that such continuance is also approved annually by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of either the Advisor or the Sub-Advisor, cast in person at a meeting called for the purpose of voting on any such approval. b. party. This Agreement may be terminated as to the Portfolio at any time, without payment of any penalty, (i) by the Advisor if the Fund receives an exemptive order issued by the Securities and Exchange Commission permitting the Advisor to enter into and materially amend sub-advisory agreements of the Trust, without shareholder approval subject to oversight of the Trust's ’s Board of Trustees ("Exemptive Order")Trustees, by the Trust's Board of Trustees Adviser, or by a vote of the majority of the outstanding voting securities of the Fund, in any such case Portfolio upon not less than 60 days' ’ prior written notice to the Sub-Advisor and (ii) Subadviser, or by the Sub-Advisor Subadviser upon not less than 60 days' ’ prior written notice to the Advisor Adviser, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between the Adviser and the Trust. This Agreement shall terminate automatically and immediately in the event of (A) its assignment or (B) the termination of the Advisory Agreement between the Trust and the Advisor. c. This Agreement may be amended at assignment, except as otherwise provided by any time by the parties hereto, subject to approval by the Trust's Board of Trustees andrule of, or by action by, the Advisor, subject to oversight by the Trust's Board of Trustees, if the Fund receives an Exemptive Order and, if required by applicable SEC rules SEC. The terms “assignment” and regulations, a “vote of the majority of the outstanding voting securities of the Fund. d. The terms "assignment," "interested persons" and "a majority of the outstanding voting securities" ” shall have the meaning set forth for such terms in the 1940 ActAct and the rules, regulations and interpretations thereunder. Fees paid in advance hereunder will be prorated to the date of termination specified in the notice of termination, and any unearned portion thereof will be refunded to Portfolio. This Agreement may be amended by written instrument at any time by the Subadviser and the Adviser, subject to approval by the Trust’s Board of Trustees and, if required by applicable SEC rules, regulations, or orders, a vote of a majority of the Portfolio’s outstanding voting securities.

Renewal, Termination and Amendment. a. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 431, 2004; 2014 and it shall continue thereafter provided that in full force and effect for successive periods of one year thereafter, but only so long as each such continuance as to the Company is specifically approved by the parties and, in addition, at least annually by (i) the by vote of the holders of a majority of the outstanding voting securities (as herein defined) of the Fund Company or (ii) by vote of a majority of the Trust's Company’s Board of Trustees Directors and (ii) by a vote of a majority of the Trust’s Board of Trustees, and further provides that such continuance is also approved annually by the vote of a majority of the Trustees of the Trust who are not parties to this Agreement or interested persons of either the Advisor Trust or the Sub-Advisor, cast in person at a meeting called for the purpose of voting on such approval. b. Trust’s investment adviser. This Agreement may be terminated as to the Company at any time, without payment of any penalty, (i) by the Advisor if the Fund receives an exemptive order issued by the Securities and Exchange Commission permitting the Advisor to enter into and materially amend sub-advisory agreements of the Trust, without shareholder approval subject to oversight of the Trust's Company’s Board of Trustees ("Exemptive Order")Directors, by the Trust's ’s Board of Trustees or by a vote of the majority of the outstanding voting securities of the Fund, in any such case Company upon not less than 60 days' ’ prior written notice to the Sub-Advisor and (ii) Adviser, or by the Sub-Advisor Adviser upon not less than 60 90 days' ’ prior written notice to the Advisor and the TrustCompany, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between MetLife Advisers, LLC and the Trust or the Subadvisory Agreement between MetLife Advisers, LLC and the Adviser dated May 1, 2011. This Agreement shall terminate automatically and immediately in the event of (A) its assignment or (B) the termination of the Advisory Agreement between the Trust and the Advisor. c. This Agreement may be amended at assignment, except as otherwise provided by any time by the parties hereto, subject to approval by the Trust's Board of Trustees andrule of, or by action by, the Advisor, subject to oversight by the Trust's Board of Trustees, if the Fund receives an Exemptive Order and, if required by applicable SEC rules or under Cayman Islands law. The terms “assignment” and regulations, a “vote of the majority of the outstanding voting securities of the Fund. d. The terms "assignment," "interested persons" and "a majority of the outstanding voting securities" ” shall have the meaning set forth for such terms in the 1940 Act. In conjunction with the termination of this Agreement, the parties agree to negotiate a plan of transition for the Company in good faith. This Agreement may be amended by written instrument at any time by the Adviser and the Company, subject to approval by the Company’s Board of Directors and the Trust’s Board of Trustees and, if required by applicable SEC rules, regulations, or orders, a vote of a majority of the Portfolio’s outstanding voting securities.

Renewal, Termination and Amendment. a. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 4[_______, 20042014]; and it shall continue thereafter provided that such continuance is specifically approved by the parties and, in addition, at least annually by (i) the vote of the holders of a majority of the outstanding voting securities (as herein defined) of the Fund or by vote of a majority of the Trust's Board of Trustees and (ii) by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of either the Advisor or the Sub-Advisor, cast in person at a meeting called for the purpose of voting on such approval. b. This Agreement may be terminated at any time, without payment of any penalty, (i) by the Advisor if the Fund receives an exemptive order issued by the Securities and Exchange Commission permitting the Advisor to enter into and materially amend sub-advisory agreements of the Trust, without shareholder approval subject to oversight of the Trust's Board of Trustees ("Exemptive Order"), by the Trust's Board of Trustees or by a vote of the majority of the outstanding voting securities of the Fund, in any such case upon not less more than 60 sixty (60) days' prior ’ nor fewer than thirty (30) days’ written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Advisor and Advisor; (ii) by the Sub-Advisor upon not less fewer than 60 sixty (60) days' prior ’ written notice delivered or mailed by registered mail, postage prepaid, to the Advisor and Advisor; or (iii) by the TrustTrust upon either (y) the majority vote of its Board or (z) the affirmative vote of a majority of the outstanding voting securities of the Fund. This Agreement shall terminate automatically in the event of (A) its assignment or (B) the termination of the Advisory Agreement between the Trust and the Advisorassignment. c. This Agreement may be amended at any time by the parties hereto, subject to approval by the Trust's ’s Board of Trustees and, or by the Advisor, subject to oversight by the Trust's Board of Trustees, if the Fund receives an Exemptive Order and, if required by applicable SEC rules and regulations, a vote of the majority of the outstanding voting securities of the FundFund affected by such change. d. The terms "“assignment," "” “interested persons" ” and "“majority of the outstanding voting securities" ” shall have the meaning meanings set forth for such terms in the 1940 Act.

Renewal, Termination and Amendment. a. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 431, 2004; 2013 and it shall continue thereafter provided that in full force and effect for successive periods of one year thereafter, but only so long as each such continuance as to the Company is specifically approved by the parties and, in addition, at least annually by (i) the by vote of the holders of a majority of the outstanding voting securities (as herein defined) of the Fund Company or (ii) by vote of a majority of the Trust's Company’s Board of Trustees Directors and (ii) by a vote of a majority of the Trust’s Board of Trustees, and further provides that such continuance is also approved annually by the vote of a majority of the Trustees of the Trust who are not parties to this Agreement or interested persons of either the Advisor Trust or the Sub-Advisor, cast in person at a meeting called for the purpose of voting on such approval. b. Trust’s investment adviser. This Agreement may be terminated as to the Company at any time, without payment of any penalty, (i) by the Advisor if the Fund receives an exemptive order issued by the Securities and Exchange Commission permitting the Advisor to enter into and materially amend sub-advisory agreements of the Trust, without shareholder approval subject to oversight of the Trust's Company’s Board of Trustees ("Exemptive Order")Directors, by the Trust's ’s Board of Trustees or by a vote of the majority of the outstanding voting securities of the Fund, in any such case Company upon not less than 60 days' ’ prior written notice to the Sub-Advisor and (ii) Adviser, or by the Sub-Advisor Adviser upon not less than 60 90 days' ’ prior written notice to the Advisor and the TrustCompany, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between MetLife Advisers, LLC and the Trust or the Subadvisory Agreement between MetLife Advisers, LLC and the Adviser dated April 18, 2011. This Agreement shall terminate automatically and immediately in the event of (A) its assignment or (B) the termination of the Advisory Agreement between the Trust and the Advisor. c. This Agreement may be amended at assignment, except as otherwise provided by any time by the parties hereto, subject to approval by the Trust's Board of Trustees andrule of, or by action by, the Advisor, subject to oversight by the Trust's Board of Trustees, if the Fund receives an Exemptive Order and, if required by applicable SEC rules or under Cayman Islands law. The terms “assignment” and regulations, a “vote of the majority of the outstanding voting securities of the Fund. d. The terms "assignment," "interested persons" and "a majority of the outstanding voting securities" ” shall have the meaning set forth for such terms in the 1940 Act. In conjunction with the termination of this Agreement, the parties agree to negotiate a plan of transition for the Company in good faith. This Agreement may be amended by written instrument at any time by the Adviser and the Company, subject to approval by the Company’s Board of Directors and the Trust’s Board of Trustees and, if required by applicable SEC rules, regulations, or orders, a vote of a majority of the Portfolio’s outstanding voting securities.

Renewal, Termination and Amendment. a. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 431, 20042002; and it shall continue thereafter provided that such continuance is specifically approved by the parties and, in addition, at least annually by (i) the vote of the holders of a majority of the outstanding voting securities (as herein defined) of the Fund or by vote of a majority of the Trust's ’s Board of Trustees and (ii) by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of either the Advisor or the Sub-Advisor, cast in person at a meeting called for the purpose of voting on such approval. b. This Agreement may be terminated at any time, without payment of any penalty, (i) by the Advisor if the Fund receives an exemptive order issued by the Securities and Exchange Commission permitting the Advisor to enter into and materially amend sub-advisory agreements of the Trust, without shareholder approval subject to oversight of the Trust's Board of Trustees ("Exemptive Order")Advisor, by the Trust's ’s Board of Trustees or by a vote of the majority of the outstanding voting securities of the Fund, in any such case upon not less than 60 days' ’ prior written notice to the Sub-Advisor and (ii) by the Sub-Advisor upon not less than 60 days' ’ prior written notice to the Advisor and the Trust. This Agreement shall terminate automatically in the event of (A) its assignment or (B) the termination of the Advisory Agreement between the Trust and the Advisorassignment. c. This Agreement will also terminate upon written notice to the other party that the other party is in material breach of this Agreement, unless the other party in material breach of this Agreement cures such breach to the reasonable satisfaction of the party alleging the breach within 30 days after the written notice. d. This Agreement may be amended at any time by the parties hereto, subject to approval by the Trust's ’s Board of Trustees and, or by the Advisor, subject to oversight by the Trust's Board of Trustees, if the Fund receives an Exemptive Order and, if required by applicable SEC rules and regulations, a vote of the majority of the outstanding voting securities of the FundFund affected by such change. d. e. The terms "“affiliated persons,” “assignment," "” “interested persons" ” and "“majority of the outstanding voting securities" ” shall have the meaning set forth for such terms in Section 2(a) of the 1940 Act.

Renewal, Termination and Amendment. a. This Agreement shall continue in effect, unless sooner terminated effect for a period of longer than two years from the date of its execution only so long as hereinafter provided, until December 4, 2004; and it shall continue thereafter provided that such continuance is specifically approved annually either by the parties and, in addition, at least annually by (i) the vote of the holders of a majority of the outstanding voting securities (as herein defined) of the Fund Board or by vote of a majority of outstanding voting securities of the Trust's Board of Trustees and (ii) Fund; provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees Managers who are not parties "interested persons" of the Fund (as defined in the 0000 Xxx) or of any person party to this Agreement or interested persons of either the Advisor or the Sub-AdvisorAgreement, cast in person at a meeting called for the purpose of voting on such approval. b. . This Agreement may be terminated at any time, time without payment of any penalty, (i) by the Advisor if the Fund receives an exemptive order issued by the Securities and Exchange Commission permitting the Advisor to enter into and materially amend sub-advisory agreements of the Trust, without shareholder approval subject to oversight of the Trust's Board of Trustees ("Exemptive Order"), by the Trust's Board of Trustees or by a vote of the a majority of the outstanding voting securities of the Fund, in any such case upon not less than 60 days' days prior written notice to the Sub-Advisor and (ii) adviser, or upon such shorter notice as may be mutually agreed upon in writing by the parties hereto. This Agreement may also be terminated, without the payment of any penalty, by either the Adviser or the Sub-Advisor adviser (i) upon not less than 60 days' 90 days prior written notice to the Advisor non-terminating party and the TrustFund; (ii) upon material breach of any representation or warranty set forth in this Agreement by (A) the non- terminating party or (B) in the case of a termination by the Sub-adviser, the Fund, in each case if such breach has not been cured within seven days after written notice of such breach; or (iii) immediately if, in the reasonable judgment of the terminating party, (A) the non-terminating party or (B) in the case of a termination by the Sub-adviser, the Fund, has become unable to discharge its duties and obligations under this Agreement, including in the case of the non-terminating party's or the Fund's insolvency. This Agreement shall terminate automatically and immediately upon termination of the investment advisory agreement between the Adviser and the Fund. This Agreement shall terminate automatically and immediately in the event of (A) its assignment or (B) the termination of the Advisory Agreement between the Trust and the Advisor. c. This Agreement may be amended at any time by the parties hereto, subject to approval by the Trust's Board of Trustees and, or by the Advisor, subject to oversight by the Trust's Board of Trustees, if the Fund receives an Exemptive Order and, if required by applicable SEC rules and regulations, a vote of the majority of the outstanding voting securities of the Fund. d. assignment. The terms "assignment," "interested persons" and "vote of a majority of the outstanding voting securities" shall have the meaning set forth for such terms in the 1940 Act. This Agreement may be amended at any time in writing by the Sub-adviser and the Adviser, subject to approval by the Board and, if required by applicable SEC rules and regulations, a vote of a majority of the Fund's outstanding voting securities. If the shareholders of the Fund fail to approve this Agreement or any continuance of the Agreement where such approval is required by applicable law, the Sub-adviser will continue to act, for the compensation described herein (subject to applicable law), as investment sub- adviser with respect to the Fund pending the required approval of the Agreement or its continuance or of any contract with the Sub-adviser or a different adviser or sub-adviser or other definitive action; provided, that the compensation received by the Sub-adviser in respect of the Fund during such period is in compliance with Rule 15a-4 under the 1940 Act. In the event of termination of this Agreement, those paragraphs of this Agreement which govern conduct of the parties' future interactions with respect to the Sub- adviser having provided investment management services to the Fund for the duration of this Agreement, including, but not limited to, Sections 5, 6, 12, 16 and 17, shall survive such termination of this Agreement.

Renewal, Termination and Amendment. a. This Agreement shall continue in effect, unless sooner terminated as hereinafter providedunder this Agreement, until December 4through March 14, 20042025; and it shall thereafter continue thereafter for successive annual terms provided that such continuance is specifically approved by the parties and, in addition, at least annually by (i) the vote of the holders of a majority of the outstanding voting securities (as herein defined) of the Fund or (ii) by vote of a majority of the Trust's Board of Trustees and (ii) by including the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of either the Advisor or the Sub-Advisor, cast in person at a meeting called for the purpose of voting on such approval. b. This Agreement may be terminated at any time, without payment of any penalty, (i) by the Advisor if the Fund receives an exemptive order issued by the Securities and Exchange Commission permitting the Advisor to enter into and materially amend sub-advisory agreements of the Trust, without shareholder approval subject to oversight of the Trust's Board of Trustees ("Exemptive Order"), by the Trust's Board of Trustees or by a vote of the majority of the outstanding voting securities of the Fund, in any such case upon not more than 60-days' nor less than 60 30-days' prior written notice delivered or mailed, postage prepaid, to the Sub-Advisor and Advisor; (ii) by the Sub-Advisor upon not less than 60 60-days' prior written notice delivered or mailed, postage prepaid, to the Advisor and Advisor; or (iii) by the Trust, upon either (y) the majority vote of the Board or (z) the affirmative vote of a majority of the outstanding voting securities of the Fund. This Agreement shall terminate automatically in the event of (A) its assignment or (B) the termination of the Advisory Agreement between the Trust and the Advisorassignment. c. This Agreement may be amended at any time by the parties heretoparties, subject to approval by the Trust's Board including the vote of a majority of the Trustees and, who are not parties to this Agreement or by interested persons of either the Advisor, subject to oversight by Advisor or the Trust's Board of Trustees, if the Fund receives an Exemptive Order Sub-Advisor and, if Sub-Advisory Agreement Touchstone Climate Transition ETF required by applicable SEC rules and regulations, a vote of the majority of the outstanding voting securities of the FundFund affected by such change. d. The terms "assignment," "interested persons" and "majority of the outstanding voting securities" shall have the meaning set forth for such terms in the 1940 Act.

Renewal, Termination and Amendment. a. This Agreement shall have an initial term of two years from the date hereof and shall continue in effect, unless sooner terminated as hereinafter provided, until December 4, 2004; and it shall continue effect from year to year thereafter provided that such continuance is specifically approved annually either by the parties and, in addition, at least annually by (i) the vote of the holders of a majority of the outstanding voting securities (as herein defined) of the Fund Board or by vote of a majority of outstanding voting securities of the Trust's Board of Trustees Fund and (ii) provided that in either event such continuance shall also be approved by the vote of a majority the members of the Trustees Board who are not parties to this Agreement or interested persons of either the Advisor Fund (as defined in the 0000 Xxx) or the Sub-Advisorof any person party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. b. . This Agreement may be terminated at any time, time without payment of any penalty, (i) by the Advisor if the Fund receives an exemptive order issued by the Securities and Exchange Commission permitting the Advisor to enter into and materially amend sub-advisory agreements of the Trust, without shareholder approval subject to oversight of the Trust's Board of Trustees ("Exemptive Order"), by the Trust's Board of Trustees or by a vote of the a majority of the outstanding voting securities of the Fund, in any such case Fund upon not less than 60 days' days prior written notice to the Sub-Advisor and (ii) adviser or upon such shorter notice as may be mutually agreed upon in writing by the parties hereto. This Agreement may also be terminated, without the payment of any penalty, by either the Adviser or the Sub-Advisor adviser (i) upon not less than 60 days' 90 days prior written notice to the Advisor other party and the TrustFund; or (ii) upon material breach by the other party of any representations or warranties set forth in this Agreement, if such breach has not been cured within seven days after receipt of written notice of such breach; or (iii) immediately with respect to a party if such party becomes unable to discharge its duties and obligations under this Agreement due to such party’s insolvency or subjection to a regulatory, government or judicial proceeding based on allegations that such party has committed an act of fraud, willful misfeasance or bad faith. This Agreement shall terminate automatically and immediately upon termination of the investment advisory agreement between the Adviser and the Fund. This Agreement shall terminate automatically and immediately in the event of (A) its assignment or (B) the termination of the Advisory Agreement between the Trust assignment. The terms “assignment” and the Advisor. c. This Agreement may be amended at any time by the parties hereto, subject to approval by the Trust's Board of Trustees and, or by the Advisor, subject to oversight by the Trust's Board of Trustees, if the Fund receives an Exemptive Order and, if required by applicable SEC rules and regulations, a “vote of the majority of the outstanding voting securities of the Fund. d. The terms "assignment," "interested persons" and "a majority of the outstanding voting securities" ” shall have the meaning set forth for such terms in the 1940 Act and the rules thereunder. This Agreement may be amended at any time in writing with the mutual written consent of the Sub-adviser and the Adviser, subject to approval by the Board and, if required by applicable Securities and Exchange Commission rules and regulations, a vote of a majority of the Fund’s outstanding voting securities. If the unitholders of the Fund fail to approve this Agreement or any continuance of the Agreement where such approval is required by applicable law, the Sub-adviser will continue to act, for the compensation described herein, as investment sub-adviser with respect to the Fund pending the required approval of the Agreement or its continuance or of any contract with the Sub-adviser or a different adviser or sub-adviser or other definitive action; provided, that the compensation received by the Sub-adviser in respect of the Fund during such period is in compliance with Rule 15a-4 under the 1940 Act. In the event of termination of this Agreement, those paragraphs of this Agreement which govern conduct of the parties’ future interactions with respect to the Sub-adviser having provided investment management services to the Fund for the duration of this Agreement, including, but not limited to, Sections 5, 6, 13, 15, and 17 shall survive such termination of this Agreement.

Renewal, Termination and Amendment. a. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 4the second anniversary of the date set forth above, 2004; and it shall continue thereafter provided that in full force and effect for successive periods of one year thereafter, but only so long as each such continuance is specifically approved by the parties and, in addition, at least annually by (i) the Trustees of the Trust or (ii) a vote of the holders of a majority of the outstanding voting securities (as herein defined) of the Fund or and, in either event, by vote of a majority of the Trust's Board of Trustees and (ii) by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of either the Advisor or the Sub-Advisorany such party, cast in person at a meeting called for accordance with the purpose provisions of voting on such approval. b. the 1940 Act. This Agreement may be terminated at any time, time without payment of any penalty, (i) by the Advisor if Adviser, the Fund receives an exemptive order issued by the Securities and Exchange Commission permitting the Advisor to enter into and materially amend sub-advisory agreements of the TrustBoard, without shareholder approval subject to oversight of the Trust's Board of Trustees ("Exemptive Order"), by the Trust's Board of Trustees or by a vote of the a majority of the outstanding voting securities of the Fund, in any such case Fund upon not less than 60 days' prior written notice to the Sub-Advisor and Sub- adviser, or upon such shorter notice as may be mutually agreed upon. This Agreement may also be terminated immediately, without the payment of any penalty, by (i) either Party upon material breach by the other Party of any agreement, obligation, representation, or warranty set forth in this Agreement, or (ii) by the Adviser if, in the reasonable judgment of the Adviser, the Sub-Advisor upon not less than 60 days' prior written notice adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as the Advisor insolvency of the Sub-adviser, the termination, resignation, or other loss of a portfolio manager, or other circumstances that the Adviser determines could adversely affect the Fund. This Agreement may also be terminated immediately, without the payment of any penalty, by the Adviser if the Sub-adviser becomes subject to any enforcement actions or administrative proceedings that the Adviser reasonably expects to have a material and adverse effect on the TrustSub-Adviser's ability to perform under the Agreement. This Agreement shall terminate automatically in the event of and immediately (Ai) its assignment or (B) the upon termination of the Advisory Agreement between the Trust Adviser and the Advisor. c. Fund and (ii) in the event of its assignment. The Sub-adviser shall promptly notify the Adviser of any transaction or other event that results in an assignment of this Agreement within the meaning of the 1940 Act. The terms "assignment" and "vote of a majority of the outstanding voting securities" shall have the meanings ascribed to them in the 1940 Act. In the event of a termination of this Agreement, those paragraphs of this Agreement which govern the conduct of the Parties' future interactions with respect to the Sub-adviser having provided investment advisory services to the Fund for the duration of the Agreement, including, but not limited to, paragraphs 2(k), (l), and (m), 6, 7, 9, 11 and 12, shall survive the termination of the Agreement. This Agreement may be amended at any time by the parties heretoSub-adviser and the Adviser, subject to approval by the Trust's Board of Trustees and, or by the Advisor, subject to oversight by the Trust's Board of Trustees, if the Fund receives an Exemptive Order and, if required by applicable law or SEC rules and regulations, a vote of the a majority of the outstanding voting securities of the Fund. d. The terms "assignment," "interested persons" and "majority of the 's outstanding voting securities" shall have the meaning set forth for such terms in the 1940 Act.

Renewal, Termination and Amendment. a. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 4, 2004; for a period of one year and it shall continue thereafter provided that in full force and effect for successive periods of one year thereafter, but only so long as each such continuance as to the Portfolio is specifically approved by the parties and, in addition, at least annually by (i) the vote of the holders of a majority of the outstanding voting securities (as herein defined) of the Fund Portfolio or by vote of a majority of the Trust's ’s Board of Trustees Trustees; and (ii) further provided that such continuance is also approved annually by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of either the Advisor or the Sub-Advisor, cast in person at a meeting called for the purpose of voting on any such approval. b. party. This Agreement may be terminated as to the Portfolio at any time, without payment of any penalty, (i) by the Advisor if the Fund receives an exemptive order issued by the Securities and Exchange Commission permitting the Advisor to enter into and materially amend sub-advisory agreements of the Trust, without shareholder approval subject to oversight of the Trust's ’s Board of Trustees ("Exemptive Order")Trustees, by the Trust's Board of Trustees Manager, by the Adviser, or by a vote of the majority of the outstanding voting securities of the Fund, in any such case Portfolio upon not less than 60 days' ’ prior written notice to the Sub-Advisor and (ii) Subadviser, or by the Sub-Advisor Subadviser upon not less than 60 90 days' ’ prior written notice to the Advisor Manager and the TrustAdviser, or upon such shorter notice as may be mutually agreed upon. In the event of termination of this Agreement by the Adviser, the Adviser shall notify the Manager of such termination immediately after the Adviser has provided notice of such termination to the Subadviser. This Agreement shall terminate automatically and immediately upon termination of either (i) the Management Agreement between the Manager and the Trust or (ii) the Subadvisory Agreement between the Manager and the Adviser. This Agreement shall terminate automatically and immediately in the event of (A) its assignment or (B) the termination of the Advisory Agreement between the Trust and the Advisor. c. This Agreement may be amended at assignment, except as otherwise provided by any time by the parties hereto, subject to approval by the Trust's Board of Trustees andrule of, or by action by, the Advisor, subject to oversight by the Trust's Board of Trustees, if the Fund receives an Exemptive Order and, if required by applicable SEC rules SEC. The terms “assignment” and regulations, a “vote of the majority of the outstanding voting securities of the Fund. d. The terms "assignment," "interested persons" and "a majority of the outstanding voting securities" ” shall have the meaning set forth for such terms in the 1940 ActAct and the rules, regulations and interpretations thereunder. This Agreement may be amended by written instrument at any time by the Subadviser, the Manager and the Adviser, subject to approval by the Trust’s Board of Trustees and, if required by applicable SEC rules, regulations, or orders, a vote of a majority of the Portfolio’s outstanding voting securities.