AMENDMENT NO. 2 TO INVESTMENT ADVISORY AGREEMENT
This Amendment No. 2 to the Investment Advisory Agreement (the "Agreement")
dated December 8, 2000, as amended on January 1, 2003, by and between Met
Investors Advisory Corp. (now known as Met Investors Advisory LLC) (the
"Manager") and Lord, Xxxxxx & Co. (now known as Lord, Xxxxxx & Co. LLC) (the
"Adviser") with respect to the Lord Xxxxxx Growth and Income Portfolio
("Portfolio"), is entered into effective the 1st day of January, 2006.
WHEREAS the Agreement provides for the Adviser to provide certain
investment advisory services to the Manager, for which the Adviser is to receive
agreed upon fees; and
WHEREAS the Manager and the Adviser desire to make certain changes to the
Agreement;
NOW, THEREFORE, for good and valuable consideration, the receipt of which
is acknowledged, the Manager and the Adviser hereby agree that the Agreement is
amended as follows:
1. Schedule A of the Agreement hereby is amended to change the Adviser's
fee to the following:
Percentage of average daily net assets
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Lord Xxxxxx Growth and Income Portfolio 0.35% of first $300 million of such assets, plus 0.30%
of such assets over $300 million up to $900 million,
plus 0.25% of such assets over $900 million up to $1.2
billion, plus 0.20% of such assets over $1.2 billion.
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2. All other terms and conditions of the Agreement shall remain in full
force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the 1st day of January, 2006.
MET INVESTORS ADVISORY LLC
By:______________________________
Authorized Officer
LORD, XXXXXX & CO. LLC
By:______________________________
Authorized Officer
