AMENDMENT NO. 1 TO INVESTMENT ADVISORY AGREEMENT
This Amendment No. 2 to the Investment Advisory Agreement (the "Agreement")
dated January 22, 2001, as amended on July 1, 2005, by and between Met
Investors Advisory Corp. (now known as Met Investors Advisory LLC) (the
"Manager") and OppenheimerFunds, Inc. (the "Adviser") with respect to the
Xxxxxxxxxxx Capital Appreciation Portfolio ("Portfolio"), is entered into
effective the 1/st/ day of January, 2006.
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."
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, 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."
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."
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, provide assistance
in determining 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. Notwithstanding the foregoing,
the Manager acknowledges and agrees that Adviser is not a pricing vender for
the Portfolio and does not have responsibility for determining the price of any
security in calculating the Portfolio's NAV."
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. 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 Section 3. of the Agreement is amended in whole to read as follows:
"In consideration of services rendered 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 as set forth in Schedule A hereto. The
compensation schedule of the Adviser as set forth in Schedule A is subject to
the following discount. Commencing July 1, 2005, when the average monthly net
assets of the Xxxxxxxxxxx Capital Appreciation Portfolio are in excess of $1
billion, a discount to the total fees for that Portfolio for that month of 2.5%
will apply. Such fee shall be accrued daily and paid monthly by the tenth
business day following the end of the month in which such fee is accrued. 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."
7 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 1st day of January, 2006.
MET INVESTORS ADVISORY LLC
By:
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Authorized Officer
OPPENHEIMERFUNDS, INC.
By:
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Authorized Officer
