INVESTMENT ADVISORY AGREEMENT
AGREEMENT made this 1st day of May, 2006, by and between Xxxxxxx Xxxxx
Investment Managers, L.P., a Delaware limited partnership (the "Adviser"), and
Met Investors Advisory LLC, a Delaware limited liability company (the
"Manager").
WHEREAS, the Manager serves as investment manager of Met Investors Series
Trust (the "Trust"), a Delaware business trust which has filed a registration
statement (the "Registration Statement") under the Investment Company Act of
1940, as amended (the "1940 Act") and the Securities Act of 1933, as amended
(the "1933 Act") 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 Mercury Large-Cap Core Portfolio (the "Portfolio"); and
WHEREAS, pursuant to the terms of the Management Agreement, the Manager
desires to avail itself of the services, information, advice, assistance and
facilities of an investment adviser to assist the Manager in performing
investment advisory services for the Portfolio; and
WHEREAS, the Adviser 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 Manager;
NOW, THEREFORE, in consideration of the terms and conditions hereinafter
set forth, it is agreed as follows:
1. Employment of the Adviser. The Manager hereby employs the Adviser to
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manage the investment and reinvestment of the assets of the Portfolio, subject
to the control and direction of the Trust's Board of Trustees, for the period
and on the terms hereinafter set forth. The Adviser 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
Adviser 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 or otherwise be deemed an
agent of the Manager, the Portfolio or the Trust in any way. The Manager hereby
authorizes the Adviser, in accordance with usual and customary practices, to
open accounts, execute documents, indemnities and representation letters in the
name of, binding against and on behalf of the Manager for all purposes necessary
or desirable in the Adviser's reasonable view to effectuate the Adviser's
activities under this Agreement and accordingly, the Adviser 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 Adviser receives the express agreement
and consent of the Manager and/or the Trust's 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 Adviser shall act as the
Manager's and the Trust's agent and attorney-in-fact.
Copies of the Trust's Registration Statement, as it relates to the
Portfolio (the "Registration Statement"), and the Trust's Declaration of Trust
and Bylaws (collectively, the "Charter Documents"), each as currently in effect,
have been or will be delivered to the Adviser. The Manager agrees, on an ongoing
basis, to notify the Adviser of each change in the fundamental and
non-fundamental investment policies and restrictions of the Portfolio before
they become effective and to provide to the Adviser as promptly as practicable
copies of all amendments and supplements to the Registration Statement before
filing with the Securities and Exchange Commission ("SEC") and amendments to the
Charter Documents. The Manager will promptly provide the Adviser with any
procedures applicable to the Adviser adopted from time to time by the Trust's
Board of Trustees and agrees to promptly provide the Adviser copies of all
amendments thereto. The Adviser will not be bound to follow any change in the
investment policies, restrictions or procedures of the Portfolio or Trust,
however, until it has received written notice of any such change from the
Manager.
The Manager shall timely furnish the Adviser with such additional
information as may be reasonably necessary for or requested by the Adviser to
perform its duties and responsibilities pursuant to this Agreement. The Manager
shall cooperate with the Adviser in setting up and maintaining brokerage
accounts and other accounts the Adviser deems advisable to allow for the
purchase or sale of various forms of securities pursuant to this Agreement.
2. Obligations of and Services to be Provided by the Adviser. The Adviser
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undertakes to provide the following services and to assume the following
obligations:
a. 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. In pursuance of the foregoing,
the Adviser shall make all determinations with respect to the purchase and sale
of portfolio securities and shall take such action necessary to implement the
same. The Adviser's authority and discretion hereunder shall include, without
limitation, the power to buy, sell, retain and exchange investments and effect
transactions; and other powers as the Adviser deems appropriate in relation to
investing and executing transactions for the
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Portfolio. The Adviser shall render such reports to the Trust's Board of
Trustees and the Manager as they may reasonably request concerning the
investment activities of the Portfolio, provided that the Adviser shall not be
responsible for Portfolio accounting. Unless the Manager gives the Adviser
written instructions to the contrary, the Adviser shall, in good faith and in a
manner which it reasonably believes best serves the interests of the Portfolio's
shareholders, direct the Portfolio's custodian as to how to 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.
b. To the extent provided in the Trust's Registration Statement, as
such Registration Statement may be amended from time to time, 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. The
Adviser will place orders for the execution of transactions for the Portfolio in
accordance with Part II of the Adviser's Form ADV as may be amended from time to
time. Best price, giving effect to commissions and commission equivalents, if
any, and other transaction costs, is normally an important factor in this
decision, but the selection also takes into account the quality of brokerage
services, including such factors as execution capability, willingness to commit
capital, creditworthiness and financial stability, and clearance and settlement
capability, and the provisions of research and other services. Accordingly,
transactions will not always be executed at the lowest available price or
commission. The Adviser may select a broker-dealer that furnishes the Adviser
directly or through correspondent relationships with third party research or
other services which provide in the Adviser's view appropriate assistance to the
Adviser in the investment decision-making process (including with respect to
futures, fixed-price offerings and over-the-counter transactions, if such
instruments are permitted by each applicable Portfolio prospectus and Statement
of Additional Information. Such research or other services may include research
reports on companies, industries, and securities; economic and financial data;
financial publications; computer data bases; quotation equipment and services;
and research-oriented computer hardware, software and other services. These
selections, and the total amount of commissions and commission equivalents given
a particular broker-dealer, may be made pursuant to an agreement that would bind
the Adviser to compensate the selected broker-dealer for the services provided.
Research and other services obtained in this manner may be used in servicing any
or all of the Adviser's clients and may be used in connection with accounts
other than those that pay commissions and commission equivalents to the
broker-dealer relating to the research or other service arrangements. The
Adviser may endeavor to direct sufficient commissions or commission equivalents
to broker-dealers who, pursuant to such arrangements, provide research or other
services in order to ensure the continued receipt of research or other services
the Adviser believes is useful in its investment decision-making process.
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c. In connection with the placement of orders for the execution of the
portfolio transactions of the Portfolio, the Adviser shall create and maintain
all necessary records pertaining to the purchase and sale of securities by the
Adviser 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 Manager or any
person retained by the Trust at all reasonable times. Where applicable, such
records shall be maintained by the Adviser for the periods and in the places
required by Rule 31a-2 under the 1940 Act.
d. The Adviser shall bear its expenses of providing services pursuant
to this Agreement, but shall not be obligated to pay any expenses of the
Manager, 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 investment instruments for the
Portfolio; and (c) custodian fees and expenses.
e. 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.
f. The Adviser makes no representation or warranty, express or
implied, that any level of performance or investment results will be achieved by
the Portfolio or that the Portfolio will perform comparably with any standard or
index, including other clients of the Adviser, whether public or private.
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g. The Adviser shall be responsible for the preparation and filing of
Schedule 13G and Form 13F on behalf of the Portfolio. The Adviser shall not be
responsible for the preparation or filing of any other reports required of the
Portfolio by any governmental or regulatory agency, except as expressly agreed
to in writing.
h. 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 reasonable assistance to the Trust's valuation committee
in the Trust's determination of the fair value of all securities and other
investments/assets in the Portfolio, as necessary, and if the Adviser obtains
valuation information or a price(s) from a party(ies) independent of the Adviser
for securities in a portfolio Adviser manages or advises, for each such security
or other investment/asset in the Portfolio for which market prices are not
readily available.
i. 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. 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 and any changes in the key personnel who are either the portfolio
manager(s) of the Portfolio or senior management of the Adviser.
j. The Adviser may in its sole discretion, and in accordance with
applicable law, invest the Portfolio in any investment company, unit trust or
other collective investment fund, registered or non-registered, for which the
Adviser or any of its affiliates services as investment adviser ("Affiliated
Fund"); provided, however, that the purposes of such investment are limited to
management of short-term cash balances in the Portfolio. The Adviser will make
such investments only if in its view the Affiliated Fund is, based on yield,
safety, charges, nature of investment program, liquidity and other relevant
factors, at least as good an investment as competing investments. In connection
with such investments, the Portfolio will pay all fees associated with investing
in the Affiliated Fund and no portion of any Affiliated Fund's advisory,
administrative or 12b-1 fee will be offset against fees payable in accordance
with the fee schedule hereunder. The Manager may revoke its consent to
investment in Affiliated Funds at any time by written notice to the Adviser.
k. The Manager authorizes the Adviser, at the Adviser's discretion, to
bunch or aggregate orders on a daily basis for the Portfolio with orders of
other clients and to allocate the aggregate amount of the investment among
accounts (including accounts in which the Adviser, its affiliates and/or their
personnel have beneficial interests) in the manner in which the Adviser shall
determine appropriate and may, in accordance with the applicable rules of any
exchange or self-regulatory organization, when placing orders with Xxxxxxx
Lynch, Pierce, Xxxxxx & Xxxxx ("Xxxxxxx Xxxxx") or with unaffiliated brokers,
give permission for Xxxxxxx Xxxxx or such other brokers to
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trade along with or ahead of the Portfolio order. When Portfolio decisions are
made on an aggregated basis, the Adviser may in its discretion place a large
order to purchase or sell a particular security for the Portfolio and the
accounts of several other clients. Because of the prevailing trading activity,
it is frequently not possible to receive the same price or execution on the
entire volume of securities purchased or sold. When this occurs, the various
prices may be averaged and the Portfolio will be charged or credited with the
average price; and the effect of the aggregation may operate on some occasion to
the Portfolio's disadvantage. Although in such an instance the Portfolio will be
charged the average price, the Adviser will make the information regarding the
actual transactions available to the Trust upon the Trust's request. Neither the
Adviser nor its affiliates, however, are required to bunch or aggregate orders.
l. The Adviser is hereby authorized to execute so much or all of the
transactions for the Portfolio with or through itself or any of its affiliates
as agent as the Adviser in its sole discretion shall determine, and may execute
transactions in which the Adviser, its affiliates and/or their personnel have
interests. In all such dealings, the Adviser and any of its affiliates shall be
authorized and entitled to retain any commissions, remuneration or profits which
may be made in such transactions and shall not be liable to account for the same
to the Manager (except for the periodic reporting of information necessary to
determine compliance with Rule 17e-1 under the 1940 Act), and the Adviser's fees
as set forth herein shall not be abated thereby. The Adviser shall, with respect
to transactions subject to Section 11(a) of the Securities Exchange Act of 1934,
as amended, and Rule 11a2-2(T) thereunder (or any similar rule which may be
adopted in the future), use its best efforts to provide the Manager with
information quarterly disclosing commissions, if any, retained by the Adviser's
affiliates in connection with exchange transactions for Portfolio. The Adviser
and its affiliates are also authorized to execute agency and other cross
transactions (collectively "Cross transactions") for the Portfolio. Cross
transactions are inter-account transactions which may be effected by the Adviser
or its affiliates acting for both the Portfolio and the counterparty to the
transaction. Cross transactions enable the Adviser to purchase or sell a block
of securities for the Portfolio at a set price and possibly avoid an unfavorable
price movement that may be created through entrance into the market with such
purchase or sell order. The Adviser believes that such transactions can provide
meaningful benefits for its clients. However, the Manager should note that the
Adviser has a potentially conflicting division of loyalties and responsibilities
regarding both parties to Cross transactions and that Xxxxxxx Xxxxx, or any of
its affiliates if acting as broker, may receive commissions from both parties to
such transactions. The Manager understands that its authority to the Adviser to
execute Cross transactions for the Portfolio is terminable at will without
penalty, effective upon receipt by the Adviser of written notice from the
Manager, and that the failure to terminate such authorization will result in its
continuation.
m. Notwithstanding anything on the contrary herein, and unless
otherwise agreed, the Adviser shall have no power, authority, responsibility, or
obligation hereunder to take any action with regard to any claim or potential
claim in any bankruptcy proceedings, class action securities litigation, or
other litigation or proceeding affecting securities held at any time in the
Portfolio, including, without limitation, to file
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proofs of claim or other documents related to such proceedings (the
"Litigation"), or to investigate, initiate, supervise, or monitor the Litigation
involving Portfolio assets, and the Manager acknowledges and agrees that no such
power, authority, responsibility or obligation is delegated hereunder.
Nevertheless, the Adviser agrees that it shall provide the Manager with any and
all documentation or information relating to the Litigation as may reasonably be
requested by the Manager.
3. Compensation of the Adviser. In consideration of services rendered
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pursuant to this Agreement, the Manager will pay the Adviser a fee at the annual
rate of the value of the Portfolio's average daily net assets set forth in
Schedule A hereto. Such fee shall be accrued daily and paid monthly as soon as
practicable after the end of each month. If the Adviser 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 Adviser, the value of the
Portfolio's net assets shall be computed at the times and in the manner
specified in the Trust's Registration Statement. Neither the Manager nor the
Adviser shall be responsible for payment of brokerage commissions, transfer
fees, registration costs, taxes and other similar costs and transaction-related
expenses and fees arising out of transactions in the Portfolio, which costs
shall be charged to the Portfolio.
4. Activities of the Adviser. The services of the Adviser hereunder are not
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to be deemed exclusive, and the Adviser shall be free to render similar services
to others and to engage in other activities, so long as the services rendered
hereunder are not impaired.
The Adviser shall be subject to a written code of ethics adopted by it that
conforms to the requirements of Rule 17j-1(b) of the 1940 Act, and shall not be
subject to any other code of ethics, including the Manager's code of ethics,
unless specifically adopted by the Adviser.
5. Use of Names. The Adviser hereby consents to the Portfolio being named
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the Mercury Large-Cap Core Portfolio. The Manager shall not use the names
"Mercury", "Xxxxxxx Xxxxx" or any of the other names of the Adviser or its
affiliated companies and any derivative or logo or trade or service xxxx
thereof, or disclose information related to the business of the Adviser 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 Adviser; provided,
however, that the Adviser 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
Adviser shall not use the name of the Trust, the Manager or any of their
affiliates in any material relating to the Adviser in any manner not approved
prior thereto by the Manager; provided, however, that the Manager shall approve
all uses of its or the Trust's name which merely refer in accurate terms to the
appointment of the Adviser 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 recognizes that from time to time directors, officers and
employees of the Adviser may serve as directors, trustees, partners, officers
and employees of other
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corporations, business trusts, partnerships or other entities (including other
investment companies) and that such other entities may include the name
"Mercury" or "Xxxxxxx Xxxxx" or any derivative or abbreviation thereof as part
of their name, and that the Adviser 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 Manager shall within
30 days cease and cause the Portfolio and the Trust to cease all use of the name
and xxxx "Mercury" or "Xxxxxxx Xxxxx."
6. Liability and Indemnification.
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a. Except as may otherwise be provided by the 1940 Act or any other
federal securities law, the Adviser shall not be liable for any losses, claims,
damages, liabilities or litigation (including legal and other expenses) incurred
or suffered by the Manager or the Trust 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 Trust, the Manager, all affiliated persons thereof (within
the meaning of Section 2(a)(3) of the 1940 Act ) and all controlling persons (as
described in Section 15 of the 1933 Act) (collectively, "Manager Indemnitees")
against any and all losses, claims, damages, liabilities or litigation
(including reasonable legal and other expenses) to which any of the Manager
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 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, if
such statement or omission was made in reliance upon information furnished to
the Manager or the Trust by the Adviser Indemnitees (as defined below) for use
therein.
b. Except as may otherwise be provided by the 1940 Act or any other
federal securities law, the Manager 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 Adviser as a result of any error of
judgment or mistake of law by the Manager 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 Manager for, and the Manager
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 of the 1933 Act) (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
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disregard or gross negligence of the Manager in the performance of any of its
duties or obligations hereunder, (ii) any failure by the Manager to properly
notify the Adviser of changes to the Registration Statement or any Charter
Requirements that leads to any such losses, claims, damages, liabilities or
litigation to which any of the Adviser Indemnitees may be subject or (iii) 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 Manager 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 Manager or the Trust by
an Adviser Indemnitee for use therein.
7. Limitation of Liability.
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a. The Adviser 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 Adviser agrees that any of the Trust's obligations
shall be limited to the assets of the Portfolio and that the Adviser shall not
seek satisfaction of any such obligation from the shareholders of the Trust nor
from any Trust officer, employee or agent of the Trust.
b. Without limitation, the Adviser shall not have breached any
obligation to the Manager and shall incur no liability for losses resulting
from: (i) the actions of the Manager or its previous advisers or its custodian
or other agents; (ii) following directions of the Manager or the Adviser's
failure to follow unlawful directions of the Manager, or (iii) force majeure or
other events beyond the control of the Adviser, including without limitation any
failure, default or delay in performance resulting from a third party's computer
failure or breakdown in communications not reasonably with the control of the
Adviser. No warranty is given by the Adviser as to the performance or
profitability of the Account or any part thereof or that the investment
objectives of the Portfolio including without limitation its risk control or
return objectives, will be successfully accomplished. The Adviser shall not be
responsible for any losses incurred after termination of this Agreement or
liquidation of the Portfolio. The Adviser shall have no responsibility
whatsoever for the management of any other assets of the Manager and shall incur
no liability for any losses which may result from the management of such other
assets.
8. Renewal, Termination and Amendment. This Agreement shall continue in
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effect, unless sooner terminated as hereinafter provided, until December 31,
2007 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 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 any such party. This
Agreement may be terminated as to the Portfolio at any time, without payment of
any penalty, by the Trust's Board of Trustees, by the Manager, or by a vote of
the majority of the outstanding voting securities of the Portfolio upon 60 days'
prior written notice to the
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Adviser, or by the Adviser upon 90 days' prior written notice to the Manager, 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 Manager and the Trust. 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. This Agreement may be
amended at any time by the Adviser and the Manager, subject to approval by the
Trust's Board of Trustees and, if required by applicable SEC rules, regulations,
or orders, a vote of a majority of the Portfolio's outstanding voting
securities.
9. Confidential Relationship. Any information and advice furnished by any
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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 or regulation.
The Manager hereby consents to the disclosure to third parties of (i)
investment results and other data of the Manager or the Portfolio in connection
with providing composite investment results of the Adviser and (ii) investments
and transactions of the Manager or the Portfolio in connection with providing
composite information of clients of the Adviser.
10. 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.
11. 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 Adviser shall have no liability for the acts or omissions of
any custodian of the Portfolio's assets. The Adviser and its affiliates shall at
no time have custody or physical control of the assets and cash in the
Portfolio. The Manager shall instruct the custodian to act, within the limits of
the Adviser's authority hereunder, in accordance with instructions from the
Adviser. The Manager shall instruct the custodian or provide the Adviser with
such periodic reports concerning the status of the Portfolio as the Adviser may
reasonably request from time to time. The Manager will not change the custodian
without giving the Adviser 15 calendar days prior written notice of its
intention to do so together with the name and other relevant information with
respect to the new custodian. The Adviser shall have no responsibility for the
segregation requirement of the 1940 Act or other applicable law other than to
notify the custodian of investments that require segregation and appropriate
assets for segregation.
12. Information. The Manager hereby acknowledges that it and the Trustees
___________
of the Trust have been provided with all information necessary in connection
with the services to be provided by the Adviser hereunder, including a copy of
Part II of the Adviser's Form ADV at least 48 hours prior to the Manager's
execution of this Agreement, and any other information that the Manager or the
Trustees deem necessary.
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13. 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.
14. Notices. All directions by or on behalf of the Manager to the Adviser
_______
shall be in writing signed either by the Manager or by an authorized agent of
the Manager or, if by telephone, confirmed in writing. The Adviser shall incur
no liability whatsoever in relying upon any direction from, or document signed
by, any person reasonably believed by it to be authorized to give or sign the
same on behalf of the Manager, whether or not the authority of such person is
then effective. Unless the Adviser reasonably believes that such statement is
incorrect, the Adviser shall be under no duty to make any investigation or
inquiry as to any statement contained in any writing and may accept the same as
conclusive evidence of the truth and accuracy of the statements therein
contained. Directions given by the Manager to the Adviser hereunder shall be
effective only upon actual receipt by the Adviser and shall be acknowledged by
the Adviser through its actions hereunder only, unless the Manager is advised by
the Adviser otherwise.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
date first written above.
MET INVESTORS ADVISORY LLC
BY:
------------------------------------
Authorized Officer
Name:
-----------------------------
Title:
-----------------------------
XXXXXXX XXXXX INVESTMENT MANAGERS, L.P.
BY:
------------------------------------
Authorized Officer
Name:
-----------------------------
Title:
-----------------------------
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SCHEDULE A
Percentage of average daily net assets
______________________________________
Mercury Large-Cap Core Portfolio 0.35% of first $250 million of such assets
plus 0.325% of such assets over $250 million
up to $500 million plus 0.300% of such assets
over $500 million up to $1 billion plus
0.275% of such assets over $1 billion up to
$2 billion plus 0.225% of such assets over $2
billion.
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