MANAGEMENT AGREEMENT
, 2000
Met Investors Advisory Corp.
000 Xxxxxxx Xxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx Xxxxx, XX 00000
Ladies and Gentlemen:
Met Investors Series Trust (the "Trust"), a Delaware business trust
created pursuant to an Agreement and Declaration of Trust, herewith confirms its
agreement with Met Investors Advisory Corp., a Delaware corporation (the
"Manager"), as follows:
1. Investment Description; Appointment
The Trust desires to employ its capital by investing and reinvesting in
investments of the kind and in accordance with the limitations specified in its
Agreement and Declaration of Trust, as amended from time to time, and in its
registration statement filed with the Securities and Exchange Commission ("SEC")
on Form N-1A, as amended from time to time (the "Registration Statement"), and
in such manner and to such extent as may from time to time be approved by the
Board of Trustees. The Trust has designated the separate investment portfolios
set forth in Schedule A. The Trust may in the future designate additional
separate investment portfolios. Such existing and future portfolios are
hereinafter referred to as the "Portfolios." Copies of the Registration
Statement and the Trust's Agreement and Declaration of Trust, as amended, have
been or will be submitted to the Manager. The Manager is registered as an
investment adviser under the Investment Advisers Act of 1940, as amended, and is
engaged in the business of rendering investment advisory services to registered
investment companies. The Trust desires to employ the Manager to act as its
investment manager. The Manager accepts this appointment and agrees to furnish
the services described herein for the compensation set forth below. The Manager
will be an independent contractor and will have no authority to act for or
represent the Trust in any way or otherwise be deemed an agent unless expressly
authorized by this Agreement or another writing signed by the Trust and the
Manager.
2. Services as Manager
a.Subject to the supervision and direction of the Board of Trustees of the
Trust, the Trust acknowledges and agrees that the Manager may, at its own
expense, select a person or persons to act as investment adviser (an
"Adviser") to render investment advice to each of the Portfolios. Each such
Adviser shall make all determinations with respect to the Portfolio's assets
for which it has responsibility in accordance with the Portfolio's investment
objectives, policies, and restrictions as stated in the Trust's Agreement and
Declaration of Trust, By-Laws, and the Registration Statement as from time to
time in effect; provided, that any contract with an Adviser (an "Advisory
Agreement") shall be in compliance with and approved as required by the
Investment Company Act of 1940, as amended (the "1940 Act") or as otherwise
permitted by the SEC.
b. Subject to the supervision and direction of the Trustees of the Trust, the
Manager will have (i) overall supervisory responsibility for the general
management and investment of each Portfolio's assets; (ii) full discretion to
select new or additional Advisers for each Portfolio; (iii) full discretion to
enter into and materially modify existing Advisory Agreements with Advisers;
(iv) full discretion to terminate and replace any Adviser; and (v) full
investment discretion to make all determinations with respect to the investment
of a Portfolio's assets not then managed by an Adviser. In connection with the
Manager's responsibilities herein, the Manager will assess each Portfolio's
investment focus and will seek to implement decisions with respect to the
allocation and reallocation of each Portfolio's assets among one or more current
or additional Advisers from time to time, as the Manager deems appropriate, to
enable each Portfolio to achieve its investment goals. In addition, the Manager
will monitor compliance of each Adviser with the investment objectives,
policies, and restrictions of any Portfolio or Portfolios (or portions of any
Portfolio) under the management of such Adviser, and review and report to the
Trustees of the Trust on the performance of each Adviser. The Manager will
furnish, or cause the appropriate Adviser(s) to furnish, to the Trust such
statistical information, with respect to the investments that a Portfolio (or
portions of any Portfolio) may hold or contemplate purchasing, as the Trust may
reasonably request. On the Manager's own initiative, the Manager will apprise,
or cause the appropriate Adviser(s) to apprise, the Trust of important
developments materially affecting each Portfolio (or any portions of a Portfolio
that they advise) and will furnish the Trust, from time to time, with such
information as may be appropriate for this purpose. Further, the Manager agrees
to furnish, or cause the appropriate Adviser(s) to furnish, to the Trustees of
the Trust such periodic and special reports as the Trustees of the Trust may
reasonably request. In addition, the Manager agrees to cause the appropriate
Adviser(s) to furnish to third-party data reporting services all currently
available standardized performance information and other customary data.
c. Subject to the supervision and direction of the Board of Trustees of the
Trust, the Manager, at its own expense, will also supply the Trust with (i)
office facilities (which may be in the Manager's own offices), and (ii)
necessary executive and other personnel, including personnel for the performance
of clerical and other office functions, exclusive of those functions: (a)
related to and to be performed under the Trust's contract or contracts for
administration, custodial, accounting, bookkeeping, transfer, and dividend
disbursing agency or similar services by any entity, including the Manager or
its affiliates, selected to perform such services under such contracts; and (b)
related to the services to be provided by any Adviser pursuant to an Advisory
Agreement; and (iii) other information and services required in connection with
the preparation of all registration statements and prospectuses, prospectus
supplements, statements of additional information, all annual, semiannual, and
periodic reports to shareholders of the Trust, regulatory authorities, or
others, and all notices and proxy solicitation materials, furnished to
shareholders of the Trust or regulatory authorities, and all tax returns, except
for (a) services of outside counsel or independent accountants or (b) services
to be provided by any Adviser under any Advisory Agreement.
d.
Subject to the requirement to seek best price and execution,
and to the appropriate policies and procedures approved by the Board of
Trustees, the Trust reserves the right to direct the Manager to cause Advisers
to effect transactions in portfolio securities through broker-dealers in a
manner that will help generate resources to: (i) pay the cost of certain
expenses which the Trust is required to pay or for which the Trust is required
to arrange payment pursuant to this Agreement; or (ii) finance activities that
are primarily intended to result in the sale of Trust shares. At the discretion
of the Board of Trustees, such resources may be used to pay or cause the payment
of Trust expenses or may be used to finance activities that are primarily
intended to result in the sale of Trust shares.
e. The services of the Manager to the Trust hereunder are not to be deemed
exclusive, and the Manager shall be free to render similar services to others
and to engage in other activities, so long as the services rendered to the Trust
are not impaired.
3. Compensation
In consideration of services rendered pursuant to this Agreement, the
Trust will pay the Manager a fee at the respective annual rates of the value of
each Portfolio's average daily net assets set forth in Schedule A hereto as such
schedule may be amended from time to time. such fees shall be accrued daily and
paid monthly as soon as practicable after the end of each month. If the Manager
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 Manager,
the value of the Portfolios' net assets shall be computed at the times and in
the manner specified from time to time in the Registration Statement.
4. Expenses
The Trust shall pay all expenses other than those expressly assumed by
the Manager herein, which expenses payable by the Trust shall include, but are
not limited to:
a. Fees to the Manager;
b. Charges for the services and expenses of the independent accountants and
legal counsel retained by the Trust, for itself and its independent trustees;
c. Fees and expenses related to the registration and qualification of the Trust
and its shares for distribution under federal and state securities laws;
d. Expenses of the Trust's administrator, transfer agent, registrar, custodian,
dividend disbursing agent, and shareholder servicing agent;
e. Salaries, fees and expenses of Trustees and executive officers of the Trust
who are not "affiliated persons" of the Manager or the Advisers within the
meaning of the 1940 Act;
f. Taxes (including the expenses related to preparation of tax returns) and
corporate or other fees levied against the Trust;
g. Brokerage commissions and other expenses associated with the purchase and
sale of portfolio securities for the Trust;
h. Expenses, including interest, of borrowing money;
i. Expenses incidental to meetings of the Trust's shareholders, Board of
Trustees and the maintenance of the Trust's organizational existence;
j. Expenses of printing certificates representing shares of the Trust and
expenses of preparing, printing and mailing notices, proxy material, reports to
regulatory bodies, and reports to shareholders of the Trust;
k. Expenses of preparing and typesetting of prospectuses of the Trust;
l. Expenses of printing and distributing prospectuses to direct or beneficial
shareholders of the Trust;
m. Association membership dues;
n. Premiums for fidelity insurance, directors and officers liability insurance
and other insurance coverage;
o. Charges of an independent pricing service to value the Portfolios' assets;
p. Expenses related to the purchase or redemption of the Trust's shares; and
q. Such nonrecurring expenses as may arise, including those associated with
actions, suits, or proceedings to which the Trust is a party and arising from
any legal obligation which the Trust may have to indemnify its officers and
Trustees with respect thereto.
5. Use of Name
The Manager hereby consents to the Trust being named the Met Investors
Series Trust. The Trust shall not use the name "Met Investors Series Trust",
"Met", "MetLife", and any of the other names of the Manager or its affiliated
companies and any derivative or logo or trade or service xxxx thereof, or
disclose information related to the business of the Manager 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 Manager; provided,
however, that the Manager shall approve all uses of its name and that of its
affiliates which merely refer in accurate terms to its appointment hereunder or
which are required by the SEC or a state securities commission; and provided,
further, that in no event shall such approval be unreasonably withheld. The
Manager shall not use the name of the Trust or any of its affiliates in any
material relating to the Manager in any manner not approved prior thereto by the
Trust; provided, however, that the Trust shall approve all uses of its name
which merely refer in accurate terms to the appointment of the Manager hereunder
or which are required by the SEC or a state securities commission; and,
provided, further, that in no event shall such approval be unreasonably
withheld.
The Trust recognizes that from time to time directors, officers and
employees of the Manager 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 "Met", "MetLife", or any derivative or abbreviation thereof as
part of their name, and that the Manager or its affiliates may enter into
investment advisory, administration or other agreements with such other
entities.
Upon termination of this Agreement for any reason, the Trust shall
cease within 30 days all use of the name and xxxx "Met Investors Series Trust."
6. Records
The records relating to the services provided under this Agreement
shall be the property of the Trust and shall be under its control; however, the
Trust shall furnish to the Manager such records and permit it to retain such
records (either in original or in duplicate form) as it shall reasonably require
in order to carry out its duties. In the event of the termination of this
Agreement, such records shall promptly be returned to the Trust by the Manager
free from any claim or retention of rights therein. The Manager shall keep
confidential any information obtained in connection with its duties hereunder
and disclose such information only if the Trust has authorized such disclosure
or if such disclosure is expressly required or lawfully requested by applicable
federal or state regulatory authorities.
7. Standard of Care
The Manager shall exercise its best judgment in rendering the services
hereunder. The Manager shall not be liable for any error of judgment or mistake
of law or for any loss suffered by the Trust in connection with the matters to
which this Agreement relates, provided that nothing herein shall be deemed to
protect or purport to protect the Manager against liability to the Trust or to
the shareholders of the Trust to which the Manager would otherwise be subject by
reason of willful misfeasance, bad faith or gross negligence on its part in the
performance of its duties or by reason of the Manager's reckless disregard of
its obligations and duties under this Agreement.
8. Term
This Agreement shall continue in effect, unless sooner terminated as
hereinafter provided, for a period of two years from the date hereof and
indefinitely thereafter provided that its continuance after such two year period
as to each Portfolio shall be specifically approved at least annually by vote of
a majority of the outstanding voting securities of such Portfolio or by 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
who are not parties to this Agreement or interested persons of the Trust or the
Manager. This Agreement may be terminated as to any Portfolio at any time,
without payment of any penalty, by the Trust's Board of Trustees or by a vote of
a majority of the outstanding voting securities of such Portfolio upon 60 days'
prior written notice to the Manager, or by the Manager upon 90 days' prior
written notice to the Trust, or upon such shorter notice as may be mutually
agreed upon. This Agreement may be amended at any time by the Manager and the
Trust, 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
outstanding voting securities. 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 meaning set
forth for such terms in the 1940 Act.
9. Limitation of Trust's Liability
The Manager acknowledges that it has received notice of and accepts the
limitations upon the Trust's liability set forth in its Agreement and
Declaration of Trust. The Manager agrees that the Trust's obligations hereunder
in any case shall be limited to the Trust and to its assets and that the Manager
shall not seek satisfaction of any such obligation from the shareholders of the
Trust nor from any Trustee, officer, employee or agent of the Trust.
10. Force Majeure
The Manager shall not be liable for delays or errors occurring by
reason of circumstances beyond its control, including but not limited to acts of
civil or military authority, national emergencies, work stoppages, fire, flood,
catastrophe, acts of God, insurrection, war, riot, or failure of communication
or power supply. In the event of equipment breakdowns beyond its control, the
Manager shall take reasonable steps to minimize service interruptions but shall
have no liability with respect thereto.
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. Miscellaneous
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 of the State of Delaware
and the applicable provisions of the 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.
If the foregoing is in accordance with your understanding, kindly
indicated your acceptance hereof by signing and returning to us the enclosed
copy hereof.
Very truly yours,
MET Investors Series Trust
By: __________________________
Xxxxxxxxx Forget
President
Accepted:
Met Investors Advisory CORP.
By: __________________________
[name]
President
SCHEDULE A
Portfolio Percentage of average daily net assets
--------- --------------------------------------
X.X. Xxxxxx Quality Bond Portfolio ___%
X.X. Xxxxxx Small Cap Stock Portfolio ___%
X.X. Xxxxxx Large Cap Stock Portfolio ___%
X.X. Xxxxxx Select Equity Portfolio ___%
X.X. Xxxxxx Emerging Markets Equity Portfolio ___%
Lord Xxxxxx Bond Debenture Portfolio ___%
Lord Xxxxxx Mid-Cap Value Portfolio ___%
Lord Xxxxxx Developing Growth Portfolio ___%
Lord Xxxxxx Growth and Income Portfolio ___%
Firstar Balanced Portfolio ___%
Firstar Equity Income Portfolio ___%
Firstar Growth & Income Equity Portfolio ___%
X. Xxxx Price Growth and Income Portfolio ___%
BlackRock Equity Portfolio ___%
BlackRock U.S. Government Income Portfolio ___%
