AGREEMENT made this 29th day of April2013, by and between OppenheimerFunds,
Inc., a Colorado corporation (the Subadviser), and MetLife Advisers, LLC, a
Delaware limited liability company (the Adviser).
WHEREAS, the Adviser serves as investment manager of Met Investors Series Trust
(the Trust), a statutory trust which has filed a registration statement (the
Registration Statement) under the Investment Company Act of 1940, as
amended (the 0000 Xxx) and the Securities Act of 1933, as amended (the 0000
Xxx) pursuant to a management agreement dated December 8, 2000, as amended
from time to time (the Management Agreement); and
WHEREAS, the Trust is comprised of several separate investment portfolios, one
of which is the Xxxxxxxxxxx Global Equity Portfolio (the Portfolio); and
WHEREAS, the Adviser desires to avail itself of the services, information,
advice, assistance and facilities of an investment adviser to assist the
Adviser in performing investment advisory services for the Portfolio; and
WHEREAS, the Subadviser is registered under the Investment Advisers Act of
1940, as amended (the Advisers Act), and is engaged in the business of
rendering investment advisory services to investment companies and other
institutional clients and desires to provide such services to the Adviser.
NOW, THEREFORE, in consideration of the terms and conditions hereinafter
set forth, it is agreed as follows:
1. Employment of the Subadviser. The Adviser hereby employs the Subadviser,
subject to the supervision ofthe Adviser, to manage the investment and
reinvestment of the assets ofthe Portfolio, subject to the control and
direction of the Board ofTrustees, for the period and on the terms hereinafter
set forth. The Subadviser hereby accepts such employment and agrees during
such period to render the services and to assume the obligations herein set
forth for the compensation herein provided. The Subadviser shall for all
purposes herein be deemed to be an independent contractor and shall, except
as expressly provided or authorized (whether herein or otherwise), have no
authority to act for or represent the Adviser, the Portfolio or the Trust in
any way. The Subadviser may execute account documentation, agreements,
contracts and other documents requested by brokers, dealers, counterparties
and other persons in connection with its management of the assets of the
Portfolio, provided the Subadviser receives express agreement and consent of
the Adviser and/or the Board of Trustees to execute futures account agreements,
ISDA Master Agreements and other documents related thereto, which consent
shall not be unreasonably withheld. In such respect, and only for this limited
purpose the Subadviser shall act as the Advisers and the Trusts agent and
attorney-infact.
Copies of the Trusts Registration Statement and Agreement and Declaration of
Trust and Bylaws (collectively, the Charter Documents), each as currently in
effect, have been or will be delivered to the Subadviser. The Adviser agrees,
on an ongoing basis, to notify the Subadviser of each change in the fundamental
and non-fundamental investment policies and restrictions of the Portfolio as
promptly as practicable and to provide to the Subadviser as promptly as
practicable copies of all amendments and supplements to the Registration
Statement and amendments to the Charter Documents. The Adviser will promptly
provide the Subadviser with any procedures applicable to the Subadviser adopted
from time to time by the Trusts Board of Trustees and agrees to promptly
provide the Subadviser copies of all amendments thereto.
The Adviser shall timely furnish the Subadviser with such additional
information as may be reasonably requested by the Subadviser to perform its
responsibilities pursuant to this Agreement. The Adviser shall reasonably
cooperate with the Subadviser in setting up and maintaining brokerage accounts,
futures accounts, and other accounts the Subadviser deems advisable to allow
for the purchase or sale of various forms of
securities and other financial instruments pursuant to this Agreement.
2. Obligations of and Services to be Provided by the Subadviser. The
Subadviser undertakes to provide the following services to the Portfolio and
to assume the following obligations:
a. The Subadviser shall manage the investment and reinvestment of the
portfolio assets of the Portfolio, all without prior consultation with the
Adviser, subject to and in accordance with:
1. the investment objective, policies and restrictions of the Portfolio
set forth in the Trusts Registration Statement and the Charter Documents,
as such Registration Statement and Charter Documents may be amended from time
to time;
ii. the requirements applicable to registered investment companies under
applicable laws and those requirements applicable to both regulated investment
companies and segregated asset accounts under Subchapter M and Section 817(h)
of the Internal Revenue Code (the Code), including but not limited to, the
diversification requirements of Section
817(h) of the Code and the regulations thereunder;
iii. any written instructions, policies and guidelines which the Adviser or the
Trusts Board ofTrustees may issue from time-to-time, all as from time to
time in effect; and
1v. with all applicable provisions oflaw, including without limitation all
applicable provisions of the 1940 Act the rules and regulations thereunder
and the interpretive opinions thereof of the staff of the Securities and
Exchange Commission (SEC) (SEC Positions).
b. In furtherance of and subject to the foregoing, the Subadviser shall
make all determinations with respect to the purchase and sale of portfolio
securities and other financial instruments and shall take such action necessary
to implement the same.
c. The Subadviser shall render such reports to the Trusts Board ofTrustees,
the Adviser and the Advisers administrator as they may reasonably request
from time to time concerning the investment activities of the Portfolio,
including without limitation all material as reasonably may be requested by
the Trustees of the Trust pursuant to Section 15(c) of the
1940 Act, and agrees to review the Portfolio and discuss the management
of the Portfolio with representatives or agents of the Trusts Board of
Trustees, the Adviser and the administrator at their reasonable request.
d. Unless the Adviser gives the Subadviser written instructions to the
contrary the Subadviser shall, in accordance with its proxy voting guidelines
and procedures in effect from time to time and in good faith and in a manner
which it reasonably believes best serves the interests of the Portfolios
shareholders vote such proxies as may be necessary or advisable in connection
with any matters submitted to a vote of shareholders of securities held by the
Portfolio. The Adviser agrees to
instruct the Portfolios custodian to forward all proxy materials and related
shareholder communications to the designee provided by the Subadviser promptly
upon receipt.
e. Absent instructions from the Adviser to the contrary and to the extent
provided in the Trusts Registration Statement, as such Registration Statement
may be amended from time to time, the Subadviser or one of its affiliates
shall, in the name of the Portfolio, place orders for the execution of
portfolio transactions with or through such brokers, dealers or other financial
institutions as it may select, including affiliates of the Subadviser provided
such orders comply with Rule 17e-1 (or any successor or other relevant
regulations) under the 0000 Xxx.
f. To the extent consistent with applicable law and then current SEC Positions
and absent instructions from the Adviser to the contrary, purchase or sell
orders for the Portfolio may be aggregated with contemporaneous purchase or
sell orders of other clients of the Subadviser or its affiliates. In the
selection ofbrokers or dealers or other execution agents and the placing of
orders for the purchase and sale of portfolio investments for the Portfolio,
the Subadviser shall seek to obtain for the Portfolio the best execution
available. In using its best efforts to obtain for the Portfolio the best
execution available, the Subadviser, bearing in mind the Portfolios best
interests at all times, shall consider all factors it deems relevant, including
by way of illustration, breadth of the market in the security; price; the
size of the transaction; the nature of the market for the security; the amount
of the commission; the timing of the transaction
taking into account market prices and trends; the reputation, experience,
execution capability, and financial stability of the broker or dealer involved;
and the quality of service rendered by the broker or dealer in other
transactions. Subject to such policies as the Board of Trustees and Adviser
may determine and applicable law, including any relevant SEC Positions, the
Subadviser may cause the Portfolio to pay a broker or dealer that provides
brokerage and research services to the Subadviser an amount of commission for
effecting a portfolio investment transaction in excess of the amount of
commission another broker or dealer would have charged for effecting that
transaction, if the Subadviser determines in good faith that such amount of
commission was reasonable in relation to the value of the brokerage and
research services provided by such broker or dealer, viewed in terms of either
that particular transaction or the Subadvisers overall responsibilities with
respect to the Portfolio and to other clients of the Subadviser or its
affiliates as to which the Subadviser or its affiliates exercise investment
discretion.
g. In connection with the placement of orders for the execution of the
portfolio transactions ofthe Portfolio, the Subadviser shall create and
maintain all necessary records pertaining to the purchase and sale of
securities and other financial instruments by the Subadviser on behalf of the
Portfolio in accordance with all applicable laws, rules and regulations,
including but not limited to records required by Section 31(a) of the 1940
Act. All records shall be the property of the Trust and shall be available
for inspection and use by the SEC, the Trust, the Adviser or any person
retained by the Trust at all reasonable times. The Subadviser will furnish
copies of such records to the Adviser or the Trust within a reasonable time
after receipt of a request from either the Adviser or the Trust. Where
applicable, such records shall be maintained by the Subadviser for the
periods and in the places required by Rule 31a-2 under the 1940 Act.
h. In accordance with Rule 206(4)-7 under the Advisers Act, the
Subadviser has adopted and implemented written policies and procedures
reasonably designed to prevent violation of the Advisers Act and any rules
thereunder by the Subadviser and its supervised persons. Further, the
Subadviser reviews and shall continue to review, at least annually, its
written policies and procedures and the effectiveness of their implementation
and shall designate an individual (who is a supervised person) who is
responsible for administering such policies and procedures.
i. The Subadviser shall:
1. Comply with the Trusts written compliance policies and procedures
pursuant to Rule 38a-1 under the 1940 Act;
u. Promptly provide to the Adviser copies of its Annual Compliance
Review and Report (or a summary of the process and findings;
111. Unless prohibited by law, regulation or regulatory requirement, promptly
notify the Adviser of any material non-routine contact from the SEC or other
regulators or a Self-Regulatory Organization (SRO) (such as an examination,
inquiry, investigation, institution of a proceeding, etc.) relating directly
or indirectly to the Subadvisers asset management business; and
1v. Unless prohibited by law, regulation or regulatory requirement, promptly
notify the Adviser of any material compliance matters (as defined in Rule
38a-1 under the 0000 Xxx) relating directly or indirectly to the Portfolio,
the Trust, the Adviser or the Subadviser of which it is aware and actions
taken in response to issues or items raised by the SEC, an SRO or other
regulators with respect to such material compliance matters.
j. The Subadviser shall (1) maintain procedures regarding the use of
derivatives, and (2) provide such certifications and reports regarding the
use of derivatives, including with respect to asset segregation, as may be
reasonably requested by the Trust or the Adviser.
k. The Subadviser shall bear its expenses of providing services pursuant
to this Agreement, but shall not be obligated to pay any expenses of the
Adviser, the Trust, or the Portfolio, including without limitation: (a)
interest and taxes; (b) brokerage commissions and other costs in connection
with the purchase or sale of securities or other financial instruments for the
Portfolio; and (c) custodian fees and expenses.
1. The Subadviser shall, as part of a complete portfolio compliance testing
program, perform quarterly diversification testing ofthe Portfolio under
Section 817(h) of the Code. The Subadviser shall provide timely notice each
calendar quarter that such diversification was satisfied or if not satisfied,
that corrections were made within 30 days ofthe end of the calendar quarter.
m. The Subadviser or one of its affiliates shall be responsible for the
preparation and filing of Schedules 13D and 13G and Forms 13F (as well as other
filings triggered by ownership in securities and other investments under other
applicable laws, rules and regulations) reporting securities and other
investments owned by the Portfolio if required.
n. The Subadviser shall provide reasonable assistance in determining the
fair value of all securities and other investments/assets in the Portfolio as
necessary, and, use reasonable efforts to arrange for the provision of
valuation information or a price(s) from a party(ies) independent of the
Subadviser for each security or other investment/asset in the Portfolio for
which market prices are not readily available or not reliable. The Subadviser
acknowledges that it has received a copy of the Trusts Pricing
Procedures and agrees to comply with the sections of the Trusts Pricing
Procedures applicable to subadvisers as in effect from time to time, and
provide the services and information required of Subadvisers thereunder with
respect to the Portfolio. For the avoidance of doubt, subadviser is not the
official valuation agent for the Portfolio.
o. The Subadviser will notify the Trust and the Adviser of (i) any assignment
of this Agreement or change of control of the Subadviser, as applicable, and
(ii) any changes in the key personnel who are either the portfolio manager(s)
of the Portfolio or senior management of the Subadviser, in each case prior to
or promptly after, such change. The Subadviser agrees to bear all reasonable
expenses of the Trust, if any, arising out of any assignment by, or change in
control of the Subadviser and any changes in the key personnel who are either
the portfolio manager(s) of the Portfolio or senior management of the
Subadviser. In the case of an assignment of
this Agreement or a change in control, such expenses are agreed to include
reimbursement of reasonable costs associated with preparing, printing and
mailing information statements to existing shareholders of the Portfolio.
In the case of changes in key personnel, such expenses are agreed to
include reimbursement of reasonable costs associated with preparing, printing
and mailing any supplements to the prospectus to existing shareholders of the
Portfolio if such changes involve personnel who are either the portfolio
manager(s) of the Portfolio or senior management of the Subadviser identified
in the prospectus or Statement of Additional Information.
p. The Subadviser may, but is not obligated to, combine or batch orders
for client portfolios to obtain best execution, to negotiate more favorable
commission rates or to allocate equitably among the Subadvisers and its
affiliates clients differences in prices and commissions or other
transaction costs that might have been obtained had such orders been
placed independently. Under this procedure, transactions will be averaged as
to price and transaction costs and typically will be allocated among the
Subadvisers clients in proportion to the purchase and sale orders placed
for each client account on any given day. If the Subadviser cannot obtain
execution on all the combined orders at prices or for transaction costs that
the Subadviser believes are desirable, the Subadviser will allocate the
securities the Subadviser does buy or sell as part of the combined orders
by following the Subadvisers order allocation procedures.
q. In accordance with Rule 17a-10 under the 1940 Act and any other applicable
law, the Subadviser shall not consult with any other subadviser to the
Portfolio or any subadviser to any other portfolio of the Trust or to any other
investment company or investment company series for which the Adviser serves
as investment adviser concerning transactions of the
Portfolio in securities or other assets, other than for purposes of complying
with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940
Act.
3. Compensation of the Subadviser. In consideration of services rendered
pursuant to this Agreement, the Adviser will pay the Subadviser a fee at the
annual rate set forth in Schedule A hereto. Such compensation shall be payable
monthly in arrears or at such other intervals, not less frequently than
quarterly, as the Adviser is paid by the Portfolio pursuant to the Management
Agreement. If the Subadviser shall serve for less than the whole of any month,
the foregoing compensation shall be prorated. For the purpose of determining
fees payable to the Subadviser, the value of the Portfolios net assets
allocated to the Subadviser by the Adviser shall be computed at the times and in
the manner specified in the Trusts Registration Statement.
4. Activities of the Subadviser. The services of the Subadviser hereunder are
not to be deemed exclusive, and the Subadviser shall be free to render similar
services to others including other investment companies and accounts following
the same investment strategy as the Portfolio and to engage in other
activities, so long as the services rendered hereunder are not impaired and
except as the Subadviser and the Adviser may otherwise agree from time to time
in writing before or after the date hereof.
The Subadviser shall be subject to a written code of ethics adopted by it that
conforms to the requirements ofRule 204A-1 of the Advisers Act and Rule
17j-1(b) of the 1940 Act.
5. Use of Names. The Subadviser hereby consents to the Portfolio being named
the Xxxxxxxxxxx Global Equity Portfolio. The Adviser shall not use the name
Xxxxxxxxxxx and any of the other names of the Subadviser or its affiliated
companies and any derivative or logo or trade or service xxxx thereof, or
disclose information related to the business of the Subadviser or any of its
affiliates in any prospectus, sales literature or other material relating to
the Trust in any manner not approved prior thereto by the Subadviser; provided,
however, that the Subadviser hereby approves all uses of its name which merely
refer in accurate terms to its appointment hereunder or which are required by
the SEC or a state securities commission. The Subadviser shall not use the
name of the Trust, the Adviser or any of their affiliates in any material
relating to the Subadviser in any manner not approved prior thereto by the
Adviser; provided, however,
that the Adviser hereby approves all uses of its or the Trusts name which
merely refer in
accurate terms to the appointment of the Subadviser hereunder or which are
required by the SEC or a state securities commission. To the extent not
required by applicable law and regulation, each party shall cease to use the
name of the other party upon the termination of this Agreement.
The Adviser recognizes that from time to time trustees, officers and employees
of the Subadviser may serve as directors, trustees, partners, officers and
employees of other corporations, business trusts, partnerships or other
entities (including other investment companies) and that such other entities
may include the name Xxxxxxxxxxx or any affiliates may enter into investment
advisory, administration or other agreements with such other entities.
6. Liability and Indemnification.
a. Except as may otherwise be provided by the 1940 Act or any other
applicable law, the Subadviser shall not be liable for any losses, claims,
damages, liabilities or litigation (including legal and other expenses)
incurred or suffered by the Adviser or the Trust as a result of any error of
judgment or mistake of law by the Subadviser with respect to the
Portfolio, except that nothing in this Agreement shall operate or purport to
operate in any way to exculpate, waive or limit the liability of the Subadviser
for, and the Subadviser shall indemnify and hold harmless, the Adviser, all
affiliated persons thereof (within the meaning of Section 2(a)(3) of the 0000
Xxx) and all controlling persons (as described in Section 15 ofthe 1933 Act)
and the Trust (collectively, Adviser Indemnitees) against any and all
losses, claims, damages, liabilities or litigation (including reasonable legal
and other expenses) to which any of the Adviser Indemnitees may become subject
under the 1933 Act, the
1940 Act, the Advisers Act, or under any other statute, at common law or
otherwise arising out of or based on (i) any willful misconduct, bad faith,
reckless disregard or gross negligence of the Subadviser in the performance
of any of its duties or obligations hereunder or (ii) any untrue
statement of a material fact contained in the Registration Statement, proxy
materials, reports, advertisements, sales literature or other materials
pertaining to the Portfolio or the omission to state therein a material fact
known to the Subadviser which was required to be stated therein or necessary to
make the statements therein not misleading, if such statement or omission was
made in reliance upon information furnished to the Adviser or the Trust by the
Subadviser Indemnitees (as defined below) for use therein.
b. Except as may otherwise be provided by the 1940 Act or any other
applicable law, the Adviser and the Trust shall not be liable for any losses,
claims, damages, liabilities or litigation (including legal and other expenses)
incurred or suffered by the Subadviser as a result of any error of judgment or
mistake of law by the Adviser with respect to the Portfolio, except that
nothing in this Agreement shall operate or purport to operate in any way to
exculpate, waive or limit the liability of the Adviser for, and
the Adviser shall indemnify and hold harmless the Subadviser, all affiliated
persons thereof (within the meaning of Section 2(a)(3) of the
0000 Xxx) and all controlling persons (as described in Section 15 of the
1933 Act) (collectively, Subadviser Indemnitees) against any and all
losses, claims, damages, liabilities or litigation (including reasonable legal
and other expenses) to which any of the Subadviser Indemnitees may
under any other statute, at common law or otherwise arising out of or based
upon (i) any willful misconduct, bad faith, reckless disregard or gross
negligence of the Adviser in the performance of any of its duties or
obligations hereunder or (ii) any untrue statement of a material fact
contained in the Registration Statement, proxy materials, reports,
advertisements, sales literature or other materials pertaining to the
Portfolio or the omission to state therein a material fact known to the
Adviser which was required to be stated therein or necessary to make the
statements therein not misleading, unless such statement or omission was made
in reliance upon information furnished to the Adviser by a Subadviser
Indemnitee for use therein.
7. Limitation of Trusts Liability. The Subadviser acknowledges that it has
received notice of and accepts the limitations upon the Trusts liability set
forth in the Trusts Charter Documents. The Subadviser agrees that any of
the Trusts obligations shall be limited to the assets of the Portfolio and
that the Subadviser shall not seek satisfaction of any such obligation from
the shareholders of the Trust nor from any Trustee, officer, employee or
agent of or other series of the Trust.
8. Renewal, Termination and Amendment. This Agreement shall continue in
effect, unless sooner terminated as hereinafter provided, until December 31,
2014 and shall continue 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 at least annually by vote of the holders of a majority
of the outstanding voting securities of the Portfolio or by vote of a majority
of the Trusts Board of Trustees; and 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 any such party. This
Agreement may be terminated as to the Portfolio at any time, without payment of
any penalty, by the Trusts Board of Trustees, by the Adviser, or by a vote
of the majority of the outstanding voting securities of the Portfolio upon 60
days prior written notice to the Subadviser, or by the Subadviser 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, except as otherwise provided by any rule of,
or action by, the SEC. The terms assignment and vote of a majority of the
outstanding voting securities shall have the meaning set forth for such terms
in the 1940 Act and the rules, regulations and interpretations thereunder.
This Agreement may be amended by written instrument at any time by the
Subadviser and the Adviser, subject to approval by the Trusts Board of
Trustees and, if required by applicable SEC rules, regulations, or orders,
a vote of a majority of the Portfolios outstanding voting securities.
9. Confidential Relationship. Any information and advice furnished by any
party to this Agreement to the other party or parties shall be treated as
confidential and shall
not be disclosed to third parties without the consent of the other party
hereto except as
required by law, rule regulation or regulatory requirement. All information
disclosed as required by law, rule regulation or regulatory requirement shall
nonetheless continue to be deemed confidential except for information that is
required to be publicly disclosed.
Confidential information shall not include any information that: (i) is public
when provided or thereafter becomes public through no wrongful act of the
recipient; (ii) is demonstrably known to the recipient prior to execution of
this Agreement; (iii) is independently developed by the recipient through no
wrongful act of the recipient in the ordinary course ofbusiness outside of this
Agreement; or (iv) has been rightfully and lawfully obtained by recipient from
any third party.
Notwithstanding anything to the contrary in the foregoing, to the extent that
any market counterparty that the Subadviser transacts with requires information
relating to
the Portfolio (including, but not limited to, the identity and market value of
the Portfolio),
the Subadviser shall be permitted to disclose such information to the extent
necessary to effect transactions on behalf of the Portfolio in accordance with
the terms of this Agreement.
10. Cooperation with Regulatory Authorities. The parties to this Agreement
each agree to cooperate in a reasonable manner with each other in the event
that any of them should become involved in a legal, administrative, judicial
or regulatory action, claim, or suit as a result of performing its obligations
under this Agreement.
11. Severability. If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby.
12. Custodian. The Portfolio assets shall be maintained in the custody of its
custodian. Any assets added to the Portfolio shall be delivered directly to
such custodian. The Subadviser shall provide timely instructions directly to
the custodian, in the manner and form as required by the agreement between the
Trust and the custodian in effect from time to time (including with respect to
exchange offerings and other corporate actions) necessary to effect the
investment and reinvestment of the Portfolios assets. The Subadviser shall
provide to the Adviser a list of the persons whom the Subadviser wishes to have
authorized to give written and/or oral instructions to custodians of assets of
the Portfolio.
13. Notices. All notices hereunder shall be provided in writing, by facsimile
or by e-mail. Notices shall be deemed given if delivered in person or by
messenger, certified mail with return receipt, or by a reputable overnight
delivery service that provides evidence of receipt to the parties; upon
receipt if sent by facsimile; or upon read receipt or reply if delivered
by e-mail, at the following addresses:
Ifto Trust: Met Investors Series Trust
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attn: Xxxxxxx X. Xxxxxxx
(000) 000-0000 (fax)
xxxxxxxx@xxxxxxx.xxx (e-mail)
If to Adviser: MetLife Advisers, LLC
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attn: Xxxxxxx X. Xxxxxxx (000) 000-0000 (fax) xxxxxxxx@xxxxxxx.xxx (e-mail)
If to Subadviser: OppenheimerFunds, Inc.
Two World Financial Center
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000-0000
Attn: Xxxxxx Xxxxx, SVP Distribution
(fax) 000-000-0000
(e-mail) xxxxxx@xxxxxxxxxxxxxxxx.xxx
14. Information. The Adviser hereby acknowledges that it and the Trustees of
the Trust have been provided with a copy of Part 2A of the Subadvisers Form
ADV.
15. Delegation to Third Parties. The Subadviser may employ an affiliate or a
third party to perform (a) any accounting, administrative, reporting and
ancillary services required to enable Subadviser to perform its functions under
this Agreement or (b) any information management services. Notwithstanding any
other provision of the Agreement, Subadviser may provide information about the
Portfolio to any such affiliate or other third party for the purpose of
providing the services contemplated under this clause. Subadviser will act in
good faith in the selection, use and monitoring of affiliates and other third
parties, and any delegation or appointment hereunder shall not relieve
Subadviser of any of its obligations under this Agreement.
16. Miscellaneous. The Trust is an intended third-party beneficiary of this
Agreement. This Agreement constitutes the full and complete agreement of the
parties hereto with respect to the subject matter hereof. Each party agrees to
perform such further actions and execute such further documents as are
necessary to effectuate the
purposes hereof. This Agreement shall be construed and enforced in accordance
with and governed by the laws ofthe State ofDelaware and the applicable
provisions ofthe 1940
Act. The captions in this Agreement are included for convenience only and in
no way define or delimit any of the provisions hereof or otherwise affect their
construction or effect. This Agreement may be executed in several
counterparts, all of which together shall for all purposes constitute one
Agreement, binding on all the parties.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
date first written above.
METLIFE ADVISERS, LLC
BY:
Xxxxxxx X. Xxxxxxx
seniorNice President
BY:
Name: Xxxxxx P ia
Title: Senior Vice President
SCHEDULE A
Percentage of average daily net assets
Xxxxxxxxxxx Global Equity Portfolio 0.500% of the first 50 million of such
assets, plus 0.400% of such assets over 50 million up to 300 million, plus
0.340% of such assets over 300 million up to 550 million, plus 0.300% of such
assets over
550 million up to 1.05 billion, plus
0.275% of such assets over 1.05 billion
