Item Q1 (e)
ADVISORY AGREEMENT
AGREEMENT made as of October 30, 2000 by and between NEW ENGLAND
VARIABLE ANNUITY FUND I (the "Fund"), a separate investment account of
Metropolitan Life Insurance Company and a registered investment company
under the Investment Company Act of 1940 (the "1940 Act"), and CAPITAL
GROWTH MANAGEMENT LIMITED PARTNERSHIP, a Massachusetts partnership (the
"Adviser").
WITNESSETH:
WHEREAS, the Fund and the Adviser wish to enter into an agreement
setting forth the terms upon which the Adviser will perform certain services
for the Fund;
NOW THEREFORE, in consideration of the premises and covenants
hereinafter contained, the parties agree as follows:
1. The Fund hereby employs the Adviser to manage, subject to the
supervision of the Board of Managers of the Fund, the investment and
reinvestment of the assets held in the Fund in a manner consistent with the
investment policies and restrictions set forth in its registration statement
and prospectus filed under the Securities Act of 1933, as from time to time
amended, and in accordance with all other applicable provisions of law. The
Adviser shall perform the services herein set forth for the period and on
the terms in this Agreement set forth. The Adviser hereby accepts such
employment and agrees during such period, at its own expense, to render the
services and to assume the obligations herein set forth, but no other
services or obligations with respect to the management of the affairs of the
Fund, for the compensation herein provided. The Adviser shall, for all
purposes herein, be deemed to be an independent contractor and shall, unless
otherwise expressly provided or authorized, have no authority to act for or
represent the Fund in any way or otherwise be deemed an agent of the Fund.
2. In carrying out its obligations to manage the investment and
reinvestment of the assets belonging to the Fund, the Adviser shall at its
own expense:
(a) obtain and evaluate such economic, statistical and
financial data and information and undertake such additional
investment research as it shall believe necessary or advisable for the
management of the investment and reinvestment of the assets belonging
to the Fund in accordance with the Fund's investment objective and
policies;
(b) take such steps as are necessary to implement the
investment policies of the Fund, including the placing of orders for
purchase and sale of securities; and
(c) regularly report to the Board of Managers with respect to
the implementation of the investment policies of the Fund. Nothing
herein shall require the Adviser to bear the cost of or reimburse the
Fund for brokers' commissions and issue and transfer taxes payable in
connection with the purchase or sale of the Fund's investments.
3. All activities in connection with the management of the affairs
of the Fund undertaken by the Adviser pursuant to this Agreement shall at
all times be subject to the supervision and control of the Board of
Managers, any duly constituted committee thereof or any officer of the Fund
acting pursuant to like authority.
4. The services of the Adviser to the Fund hereunder are not to be
deemed exclusive and the Adviser shall be free to render similar services to
others, so long as its services hereunder are not impaired thereby.
5. As compensation for its services hereunder, the Fund shall pay
the Adviser compensation equal to a daily deduction of 0.00084% (0.3066% on
an annual basis) of the current value of the total net assets of the Fund
(it being understood that the phrase "total net assets" means total assets
less all accrued expenses including, if any, accrued tax liabilities and
reserves for taxes arising from the income and realized and unrealized
capital gains on the assets of the Fund). Such compensation shall be
payable monthly in arrears or at such other intervals, not less frequently
than quarterly, as the Board of Managers of the Fund may from time to time
determine and specify in writing to the Adviser. The current value of the
total assets of the Fund on any day shall be the value of such assets as of
the close of trading on the New York Stock Exchange on such day, or, if said
Exchange is closed on such day, as of the close of trading on the next day
on which said Exchange is open.
6. It is understood that any of the variable annuity
Contractholders, Managers, trustees, officers, employees and agents of the
Fund may be a partner, shareholder, director, officer, employee or agent of,
or be otherwise interested in, the Adviser, any affiliated person of the
Adviser, any organization in which the Adviser may have an interest or any
organization which may have an interest in the Adviser; that the Adviser,
any such affiliated person or any such organization may have an interest in
the Fund; and that the existence of any such dual interest shall not affect
the validity hereof or of any transactions hereunder except as otherwise
provided in the Rules and Regulations of the Fund or the Partnership
Agreement of the Adviser, or by specific provisions of applicable law.
7. This Agreement shall become effective as of the date above first
written and shall remain in full force and effect continuously thereafter
provided, however, that:
(a) unless otherwise terminated, this Agreement shall continue
in effect for two years from the date of execution, and from year to
year thereafter so long as such continuance is specifically approved
at least annually (i) by the Board of Managers of the Fund or by vote
of the variable annuity Contractholders by the affirmative vote of a
majority of the votes which may be cast by all variable annuity
Contractholders, and (ii) by vote of a majority of the Managers of the
Fund who are not interested persons of the Fund or the Adviser, cast
in person at a meeting called for the purpose of voting on such
approval;
(b) this Agreement may at any time be terminated on sixty
days' written notice to the Adviser either by vote of the Board of
Managers of the Fund or by vote of a majority of the votes which may
be cast by all of the variable annuity Contractholders;
(c) this Agreement shall automatically terminate in the event
of its assignment by the Adviser;
(d) this Agreement may be terminated by the Adviser on ninety
days' written notice to the Fund;
(e) if New England Life Insurance Company requires the Fund to
change its name so as to eliminate all references to the words "New
England," then this Agreement shall automatically terminate at the
time of such change unless the continuance of this Agreement after
such change shall have been specifically approved by the variable
annuity Contractholders of the Fund by the affirmative vote of a
majority of the votes which may be cast by all variable annuity
Contractholders.
Termination of this Agreement pursuant to this Section 7 shall be
without payment of any penalty.
8. (a) For the purposes of this Agreement, the phrase
"affirmative vote of a majority of the votes which may be cast by all
variable annuity Contractholders" means the affirmative vote, at a
duly called and held meeting of the variable annuity Contractholders
of the Fund, (1) of variable annuity Contractholders who hold 67
percent or more of all the votes which may be cast by such
Contractholders of the Fund as are present (in person or by proxy) and
entitled to vote at such meeting, provided that variable annuity
Contractholders holding more than 50 percent of all votes of the Fund
entitled to be cast at such meeting are present (in person or by
proxy), or (2) of the holders of more than 50 percent of all votes
which may be cast by all variable annuity Contractholders of the Fund
entitled to vote at such meeting, whichever is less.
(b) For the purpose of this Agreement, the terms "vote of a
majority of the outstanding voting securities", "interested person",
"affiliated person" and "assignment" shall have their respective
meanings defined in the 1940 Act, subject, however, to such exemptions
as may be granted by the Securities and Exchange Commission under said
Act; and the term "variable annuity Contractholder" shall mean the
owner of a variable annuity contract which depends in whole or in part
upon the investment performance of the Fund, and shall to the extent
provided in the Rules and Regulations of the Fund include Metropolitan
Life Insurance Company.
9. This Agreement may be amended at any time by mutual consent of
the parties, provided that such consent on the part of the Fund shall have
been approved by the affirmative vote of a majority of the votes which may
be cast by all of the variable annuity Contractholders.
10. In the absence of willful misfeasance, bad faith or gross
negligence on the part of the Adviser, or reckless disregard of its
obligations and duties hereunder, the Adviser shall not be subject to any
liability to the Fund, to any variable annuity Contractholder of the Fund or
to any other person, firm or organization, for any act or omission in the
course of, or connected with, rendering services hereunder.
11. This Agreement is and shall be subject to the provisions of the
1940 Act, as amended, and the rules and regulations promulgated by the
Securities and Exchange Commission thereunder.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the day and year first above written.
NEW ENGLAND VARIABLE CAPITAL GROWTH MANAGEMENT
ANNUITY FUND I LIMITED PARTNERSHIP
By: Kenbob, Inc., as General Partner
By: Xxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxx
Name: Xxxx X. Xxxxxx Name: Xxxxxx X. Xxxx
Title: Chairman of the Board Title: President
A:\advisory.txt -4-
