MANAGEMENT AGREEMENT
November 1, 2004
Met Investors Advisory LLC
00 Xxxxxxxxx Xxxxx Xxxxx
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 LLC, a Delaware limited liability company
(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 certain 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 ("1940
Act") 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 and adviser on behalf of the Portfolios specified
in Appendix A. 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. Duties of Manager
a. Subject to the general supervision and control of the Trustees of
the Trust and under the terms and conditions set forth in this Agreement, the
Manager will manage the investment operations and composition of each Portfolio
and render investment advice for each Portfolio, including the purchase,
retention, and disposition of the investments, securities and cash contained in
each Portfolio, in accordance with each Portfolio's investment objectives,
policies and restrictions as stated in the Trust's Agreement and Declaration of
Trust, By-Laws, and such Trust's Prospectus, Statement of Additional Information
("SAI") and Compliance Manual, as is from time to time in effect.
b. As part of the advisory services it will provide hereunder, the
Manager will:
(i) obtain and evaluate, to the extent deemed necessary and
advisable by the Manager in its discretion, pertinent economic,
statistical, financial, and other information affecting the economy
generally and individual companies or industries, the securities of
which are directly or indirectly included in the Portfolios or are
under consideration for inclusion in the Portfolios;
(ii) formulate and implement a continuous investment program
for the Portfolios, which may consist of investing the assets of one
or more of the Portfolios in other registered investment companies;
(iii) take whatever steps are necessary to implement the
investment program for the Portfolios by arranging for the purchase
and sale of securities and other investments, including issuing
directives to the administrator of the Trust as necessary for the
appropriate implementation of the investment program of the
Portfolios;
(iv) keep the Trustees of the Trust fully informed in
writing on an ongoing basis of all material facts concerning the
investment and reinvestment of the assets in the Portfolios, its key
investment personnel and operations, make regular and periodic special
written reports of such additional information concerning the same as
may reasonably be requested from time to time by the Trustees of the
Trust;
(v) in accordance with procedures and methods established by
the Trustee of the Trust, which may be amended from time to time,
provide assistance in determining the fair value of all securities and
other investments/assets in the Portfolios, 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 Manager
for each security or other investment/asset in the Portfolios for
which market prices are not readily available;
(vi) cooperate with and provide reasonable assistance to the
Trust's administrator, the Trust's custodian and foreign custodians,
the Trust's transfer agent and pricing agents and all other agents and
representatives of the Trust, keep all such persons fully informed as
to such matters as they may reasonably deem necessary to the
performance of their obligations to the Trust, provide prompt response
to reasonable requests made by such persons and maintain any
appropriate interfaces with each so as to promote the efficient
exchange of information.
b. The Manager will furnish to the Trust such statistical information,
with respect to the investments that a Portfolio may hold or contemplate
purchasing, as the Trust may
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reasonably request. The Manager also agrees 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 investment adviser pursuant to a
contract with such investment adviser; 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 investment adviser under any
contract with such investment adviser.
d. Subject to the appropriate policies and procedures approved by the
Board of Trustees, the Manager may, to the extent authorized by Section 28(e) of
the Securities Exchange Act of 1934, cause a Portfolio to pay a broker or dealer
that provides brokerage or research services to the Manager, an investment
adviser, the Trust and the Portfolio an amount of commission for effecting a
Portfolio transaction in excess of the amount of commission another broker or
dealer would have charged for effecting that transaction if the Manager
determines, in good faith, that such amount of commission is reasonable in
relationship to the value of such brokerage or research services provided in
terms of that particular transaction or the Manager's overall responsibilities
to the Portfolio, the Trust or its other investment advisory clients. To the
extent authorized by said Section 28(e) and the Board of Trustees, the Manager
shall not be deemed to have acted unlawfully or to have breached any duty
created by this Agreement or otherwise solely by reason of such action. In
addition, subject to seeking "best execution" and in compliance with the Conduct
Rules of the National Association of Securities Dealers, Inc., the Manager may
also consider sales of shares of the Trust as a factor in the selection of
brokers and dealers.
e. 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 effect transactions in a
Portfolio's 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 pursuant
to this Agreement.
f. 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.
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3. Delegation of Manager's Duties as Investment Adviser
With respect to any or all of the Portfolios, the Manager may contract with
one or more investment advisers ("Advisers") to carry out any and all of its
duties specified in Paragraph 2 of this Agreement, provided that any contract
with an Adviser (an "Advisory Agreement") imposes on the Adviser all the duties
and conditions to which Manager is subject by Paragraph 2 of this Agreement, and
further provided that each Advisory Agreement meets all requirements of the 1940
Act and rules thereunder.
4. 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.
5. 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 to 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;
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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.
6. 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
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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.
Unless provided in any other agreement between the Trust and the Manager,
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."
7. 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.
8. 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, bath 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.
9. Term
This Agreement shall continue in effect, unless sooner terminated as
hereinafter provided, until December 31, 2005 and indefinitely thereafter
provided that its continuance after December 31, 2005 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 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
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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.
10. 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.
11. 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.
12. 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.
13. Interpretation
Nothing herein contained shall be deemed to require the Trust to take any
action contrary to its Amended and Restated Agreement and Declaration of Trust
or By-Laws, or any applicable statutory or regulatory requirements to which it
is subject or by which it is bound, or to relieve or deprive the Trustees of
their responsibility for and control of the conduct of the affairs of the Trust.
14. 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.
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If the foregoing is in accordance with your understanding, kindly indicate
your acceptance hereof by signing and returning to us the enclosed copy hereof.
Very truly yours,
MET INVESTORS SERIES TRUST
By: /s/ Xxxxxxxxx X. Forget
-------------------------------------
Xxxxxxxxx X. Forget
President
Accepted:
MET INVESTORS ADVISORY LLC
By: /s/ Xxxxxxxxx X. Forget
--------------------------------
Xxxxxxxxx X. Forget
President
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SCHEDULE A
Portfolio Percentage of average daily net assets
--------- --------------------------------------
MetLife Defensive Strategy Portfolio 0.10%
MetLife Moderate Strategy Portfolio 0.10%
MetLife Balanced Strategy Portfolio 0.10%
MetLife Growth Strategy Portfolio 0.10%
MetLife Aggressive Strategy Portfolio 0.10%
A-1
