AMENDMENT NO. 1 TO INVESTMENT ADVISORY AGREEMENT
This Amendment No. 1 to the Investment Advisory Agreement (the "Agreement")
dated February 12, 2001, by and between Met Investors Advisory Corp. (now known
as Met Investors Advisory LLC) (the "Manager") and Massachusetts Financial
Services Company (the "Adviser") with respect to the MFS Research International
Portfolio ("Portfolio"), is entered into effective the 22nd day of January,
2007.
WHEREAS the Agreement provides for the Adviser to provide certain
investment advisory services to the Manager, for which the Adviser is to receive
agreed upon fees; and
WHEREAS the Manager and the Adviser desire to make certain changes to the
Agreement;
NOW, THEREFORE, for good and valuable consideration, the receipt of which
is acknowledged, the Manager and the Adviser hereby agree that the Agreement is
amended as follows:
1. The first sentence of Section 2.(a) of the Agreement shall be replaced
with the following:
"The Adviser shall manage the investment and reinvestment of the
portfolio assets of the Portfolio, all without prior consultation with the
Manager, subject to and in accordance with the investment objective and policies
of the Portfolio set forth in the Trust's Registration Statement and the Charter
Documents, as such Registration Statement and Charter Documents may be amended
from time to time, in compliance with the requirements applicable to registered
investment companies under applicable laws and those requirements applicable to
both regulated investment companies and segregated asset accounts under
Subchapters M and Section 817(h) of the Internal Revenue Code of 1986, as
amended (the "Code") including but not limited to, the diversification
requirements of Section 817(h) of the Code and the regulations thereunder and
any written instructions which the Manager or the Trust's Board of Trustees may
issue from time-to-time in accordance therewith (such written instructions to be
provided to the Adviser reasonably in advance of their effectiveness)."
2. Section 2.(b) of the Agreement is amended in whole to read as follows:
"To the extent provided in the Trust's Registration Statement, as such
Registration Statement may be amended from time to time and unless otherwise
instructed by the Manager, the Adviser 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 Adviser and, complying with Section 28(e) of the Securities
Exchange Act of 1934, may pay a commission on transactions in excess of the
amount of commission another broker-dealer would have charged. Subject to
seeking the most favorable price and execution, the Board of Trustees or the
Manager may cause the Adviser to effect transactions in portfolio securities
through broker-dealers in a manner that will help generate resources to pay the
cost of certain expenses which the Trust is required to pay or for which the
Trust is required to arrange payment. On occasions when the Adviser deems the
purchase or sale
of a security to be in the best interest of the Portfolio as well as other
clients of the Adviser, the Adviser to the extent permitted by applicable laws
and regulations, may, but shall be under no obligation to, aggregate the
securities to be purchased or sold to attempt to obtain a more favorable price
or lower brokerage commissions and efficient execution. In such event,
allocation of the securities so purchased or sold, as well as the expenses
incurred in the transactions, will be made by the Adviser in the manner Adviser
considers to be the most equitable and consistent with its fiduciary obligations
to the Portfolio and to its other clients. To the extent the Manager instructs
the Adviser not to place orders for the execution of portfolio transactions, the
Manager acknowledges that this Section 2.b shall not apply and for the period
during which such instruction applies, the Adviser shall have no duty or ability
to negotiate commissions, provide volume discounts or obtain the most favorable
price and execution for the Portfolio, and shall not be liable in any way to the
extent these services are provided by a third party as instructed by the
Manager."
3. Section 2.(e) of the Agreement is amended in whole to read as follows:
"The Adviser and the Manager acknowledge that the Adviser is not the
compliance agent for the Portfolio or for the Manager, and does not have access
to all of the Portfolio's books and records necessary to perform certain
compliance testing. To the extent that the Adviser has agreed to perform the
services specified in this Section 2 in accordance with the Trust's Registration
Statement and Charter Documents, written instructions of the Manager and any
policies adopted by the Trust's Board of Trustees applicable to the Portfolio
(collectively, the "Charter Requirements"), and in accordance with applicable
law (including Subchapters M and the diversification requirements of section
817(h) of the Code, the 1940 Act and the Advisers Act ("Applicable Law")), the
Adviser shall perform such services based upon its books and records with
respect to the Portfolio (as specified in Section 2.c. hereof), which comprise a
portion of the Portfolio's books and records, and upon information and written
instructions received from the Trust, the Manager or the Trust's administrator,
and shall not be held responsible under this Agreement so long as it performs
such services in accordance with this Agreement, the Charter Requirements and
Applicable Law based upon such books and records and such information and
instructions provided by the Trust, the Manager or the Trust's administrator.
The Adviser shall, as part of a complete portfolio compliance testing program,
perform quarterly diversification testing under Section 817(h) of the Code. The
Adviser shall provide timely notice each calendar quarter that such
diversification was satisfied or if not satisfied, that corrections were made
within 30 days of the end of the calendar quarter. The Adviser shall have no
responsibility to monitor certain limitations or restrictions for which the
Adviser has not been provided sufficient information in accordance with Section
1 of this Agreement or otherwise. All such monitoring shall be the
responsibility of the Manager.
In furnishing services hereunder, the Adviser will not consult with
any other adviser to (i) the Portfolio, (ii) any other portfolio of the Trust or
(iii) any other investment company under common control with the Trust
concerning transactions of the Portfolio in securities or other assets. This
restriction shall not be deemed to prohibit the Adviser from consulting with any
of its affiliated persons concerning transactions in securities or other assets.
This shall also not be deemed to prohibit the Adviser from consulting with any
of the other covered advisers concerning compliance with paragraphs (a) and (b)
of Rule 12d3-1 under the 1940 Act."
4. The following shall be added as Section 2.(h) to the Agreement:
"In accordance with procedures and methods established by the Trustees
of the Trust and with the investment objective and policies of the Portfolio set
forth in the Trust's Registration Statement and the Charter Documents, as such
Registration Statement and Charter Documents may be amended from time to time
and shall be provided to the Adviser on a timely basis, the Adviser shall
provide assistance in determining or confirming the fair value of all securities
and other investments/assets in the Portfolio, as necessary, and use reasonable
efforts to arrange for the provision of valuation information or a price(s) from
a party(ies) independent of the Adviser for each security or other
investment/asset in the Portfolio for which market prices are not readily
available."
5. The following shall be added as Section 2.(i) to the Agreement:
"The Adviser will notify the Trust and the Manager of any assignment
of this Agreement or change of control of the Adviser, as applicable, and any
changes in the key personnel who are either the portfolio manager(s) of the
Portfolio or senior management of the Adviser, in each case prior to or promptly
after, such change. To the extent that the Manager is notified by the Adviser
prior to the effectiveness of such change, the Manager agrees that it will treat
such information as confidential pursuant to Section 9 of this Agreement. The
Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out
of any assignment by, or change in control of, the Adviser."
6. 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 22nd day of January, 2007.
MET INVESTORS ADVISORY LLC
By: /s/ Xxxxxxxxx X. Forget
------------------------------------
Authorized Officer
MASSACHUSETTS FINANCIAL SERVICES COMPANY
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------------
Authorized Officer
