Common use of Renewal, Termination and Amendment Clause in Contracts

Renewal, Termination and Amendment. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, for a period of one year 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 Company is specifically approved at least annually (i) by vote of the holders of a majority of the outstanding voting securities of the Company or (ii) by vote of a majority of the Company’s Board of Directors and by a vote of a majority of the Trust’s Board of Trustees, and further provides that such continuance is also approved annually by the vote of a majority of the Trustees of the Trust who are not interested persons of the Trust or the Trust’s investment adviser. This Agreement may be terminated as to the Company at any time, without payment of any penalty, by the Company’s Board of Directors, by the Trust’s Board of Trustees or by a vote of the majority of the outstanding voting securities of the Company upon 60 days’ prior written notice to the Adviser, or by the Adviser upon 90 days’ prior written notice to the Company, 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 Brighthouse Investment Advisers, LLC and the Trust or the Subadvisory Agreement between Brighthouse Investment Advisers, LLC and the Adviser of even date herewith. This Agreement shall terminate automatically and immediately in the event of its assignment, except as otherwise provided by any rule of, or action by, the SEC or under Cayman Islands law. 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. In conjunction with the termination of this Agreement, the parties agree to negotiate a plan of transition for the Company in good faith. This Agreement may be amended by written instrument at any time by the Adviser and the Company, subject to approval by the Company’s Board of Directors and 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.

Renewal, Termination and Amendment. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, for a period of one year 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 Company is specifically approved at least annually (i) by vote of the holders of a majority of the outstanding voting securities of the Company or (ii) by vote of a majority of the Company’s Board of Directors and by a vote of a majority of the Trust’s Board of Trustees, and further provides that such continuance is also approved annually by the vote of a majority of the Trustees of the Trust who are not interested persons of the Trust or the Trust’s investment adviser. This Agreement may be terminated as to the Company at any time, without payment of any penalty, by the Company’s Board of Directors, by the Trust’s Board of Trustees or by a vote of the majority of the outstanding voting securities of the Company upon 60 days’ prior written notice to the Adviser, or by the Adviser upon 90 days’ prior written notice to the Company, 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 Brighthouse Investment Advisers, LLC and the Trust of even date herewith, as amended, or the Subadvisory Agreement between Brighthouse Investment Advisers, LLC and the Adviser of even date herewith. This Agreement shall terminate automatically and immediately in the event of its assignment, except as otherwise provided by any rule of, or action by, the SEC or under Cayman Islands law. 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. In conjunction with the termination of this Agreement, the parties agree to negotiate a plan of transition for the Company in good faith. This Agreement may be amended by written instrument at any time by the Adviser and the Company, subject to approval by the Company’s Board of Directors and 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.

Renewal, Termination and Amendment. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, for a period until the second anniversary of one year the date set forth above, 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 Company is specifically approved at least annually by (i) by the Trustees of the Trust or (ii) a vote of the holders of a majority of the outstanding voting securities of the Company or (ii) Fund and, in either event, by vote of a majority of the Company’s Board Trustees who are not parties to this Agreement or interested persons of Directors and any such party, cast in accordance with the provisions of the 1940 Act. This Agreement may be terminated at any time without payment of any penalty, by the Adviser, the Board, or by a vote of a majority of the Trust’s Board of Trustees, and further provides that such continuance is also approved annually by the vote of a majority of the Trustees of the Trust who are not interested persons of the Trust or the Trust’s investment adviser. This Agreement may be terminated as to the Company at any time, without payment of any penalty, by the Company’s Board of Directors, by the Trust’s Board of Trustees or by a vote of the majority of the outstanding voting securities of the Company Fund upon 60 days’ prior written notice to the Adviser, or by the Adviser upon 90 days’ prior written notice to the CompanySub-adviser, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately may also be terminated immediately, without the payment of any penalty, by (i) either Party upon termination material breach by the other Party of any agreement, obligation, representation, or warranty set forth in this Agreement, or (ii) by the Adviser if, in the reasonable judgment of the Management Agreement between Brighthouse Investment AdvisersAdviser, LLC the Sub-adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as the Trust insolvency of the Sub-adviser, the termination, resignation, or the Subadvisory Agreement between Brighthouse Investment Advisersother loss of a portfolio manager, LLC and or other circumstances that the Adviser determines could adversely affect the Fund. This Agreement may also be terminated immediately, without the payment of even date herewithany penalty, by the Adviser if the Sub-adviser becomes subject to any enforcement actions or administrative proceedings that the Adviser reasonably expects to have a material and adverse effect on the Sub-adviser’s ability to perform under the Agreement. This Agreement shall terminate automatically and immediately (i) upon termination of the Advisory Agreement between the Adviser and the Fund and (ii) in the event of its assignment, except as otherwise provided by any rule of, or action by, the SEC or under Cayman Islands law. The terms “assignment” and “vote Sub-adviser shall promptly notify the Adviser of a majority any transaction or other event that results in an assignment of the outstanding voting securities” shall have this Agreement within the meaning set forth for such terms in of the 1940 Act. In conjunction with the event of a termination of this Agreement, those paragraphs of this Agreement which govern the parties agree conduct of the Parties’ future interactions with respect to negotiate a plan of transition the Sub-adviser having provided investment advisory services to the Fund for the Company in good faithduration of the Agreement, including, but not limited to, paragraphs 2(k), (1), and (m), 6, 7, 9, 11 and 12, shall survive the termination of the Agreement. This Agreement may be amended by written instrument at any time by the Adviser Sub-adviser and the CompanyAdviser, subject to approval by a majority of those Trustees of the Company’s Board Trust who are not interested persons of Directors and the Trust’s Board of Trustees any Party and, if required by applicable law or SEC rules, rules and regulations, or orders, a vote of a majority of the PortfolioFund’s outstanding voting securities.

Renewal, Termination and Amendment. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, for a period of one year 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 Company Portfolio is specifically approved at least annually (i) by vote of the holders of a majority of the outstanding voting securities of the Company Portfolio or (ii) by vote of a majority of the Company’s Board of Directors and by a vote of a majority of the Trust’s 's Board of Trustees, ; and further provides provided that such continuance is also approved annually by the vote of a majority of the Trustees of the Trust who are not parties to this Agreement or interested persons of the Trust or the Trust’s investment adviserany such party. This Agreement may be terminated as to the Company Portfolio at any time, without payment of any penalty, by the Company’s Trust's Board of DirectorsTrustees, by the Trust’s Board of Trustees Manager, or by a vote of the majority of the outstanding voting securities of the Company Portfolio upon 60 days’ ' prior written notice to the Adviser, or by the Adviser upon 90 days’ ' prior written notice to the CompanyManager, 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 Brighthouse Investment Advisers, LLC the Manager and the Trust or the Subadvisory Agreement between Brighthouse Investment Advisers, LLC and the Adviser of even date herewithTrust. This Agreement shall terminate automatically and immediately in the event of its assignment, except as otherwise provided by any rule of, or action by, the SEC or under Cayman Islands law. 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. In conjunction Subject to approval of the Manager, the Manager understands and acknowledges that the Adviser may transfer responsibility for the day-to-day management of the Portfolio to an affiliated person of the Adviser. If such transfer does not satisfy Rule 2a-6 under the 1940 Act, the Manager agrees to recommend that the Trust's Board of Trustees approve a new advisory agreement, the terms of which are substantially identical to the terms of this agreement, with the termination Adviser's affiliated person, subject to the Manager first determining that such a recommendation is in the best interests of this Agreement, the parties agree to negotiate a plan of transition for the Company in good faithPortfolio and its shareholders. This Agreement may be amended by written instrument at any time by the Adviser and the CompanyManager, subject to approval by the Company’s Board of Directors and the Trust’s 's Board of Trustees and, if required by applicable SEC rules, regulations, or orders, a vote of a majority of the Portfolio’s 's outstanding voting securities.

Renewal, Termination and Amendment. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, for a period of one year until December 31, 2013 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 Company is specifically approved at least annually (i) by vote of the holders of a majority of the outstanding voting securities of the Company or (ii) by vote of a majority of the Company’s Board of Directors and by a vote of a majority of the Trust’s Board of Trustees, and further provides that such continuance is also approved annually by the vote of a majority of the Trustees of the Trust who are not interested persons of the Trust or the Trust’s investment adviser. This Agreement may be terminated as to the Company at any time, without payment of any penalty, by the Company’s Board of Directors, by the Trust’s Board of Trustees or by a vote of the majority of the outstanding voting securities of the Company upon 60 days’ prior written notice to the Adviser, or by the Adviser upon 90 days’ prior written notice to the Company, 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 Brighthouse Investment MetLife Advisers, LLC and the Trust or the Subadvisory Agreement between Brighthouse Investment MetLife Advisers, LLC and the Adviser of even date herewithdated April 23, 2012. This Agreement shall terminate automatically and immediately in the event of its assignment, except as otherwise provided by any rule of, or action by, the SEC or under Cayman Islands law. 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. In conjunction with the termination of this Agreement, the parties agree to negotiate a plan of transition for the Company in good faith. This Agreement may be amended by written instrument at any time by the Adviser and the Company, subject to approval by the Company’s Board of Directors and 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.

Renewal, Termination and Amendment. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, effect for a period of one year and shall continue in full force and effect for successive periods longer than two years from the date of one year thereafter, but its execution only so long as each such continuance as to the Company is specifically approved at least annually (i) either by the Board or by vote of a majority of outstanding voting securities of the Fund; provided that in either event such continuance shall also be approved by vote of the holders Managers who are not “interested persons” of the Fund (as defined in the 0000 Xxx) or of any person party to this Agreement, cast in person at a meeting called for the purpose of such approval. This Agreement may be terminated at any time without payment of any penalty, by the Board or by a vote of a majority of the outstanding voting securities of the Company or (ii) by vote of a majority of the Company’s Board of Directors and by a vote of a majority of the Trust’s Board of TrusteesFund, and further provides that such continuance is also approved annually by the vote of a majority of the Trustees of the Trust who are not interested persons of the Trust or the Trust’s investment adviser. This Agreement may be terminated as to the Company at any time, without payment of any penalty, by the Company’s Board of Directors, by the Trust’s Board of Trustees or by a vote of the majority of the outstanding voting securities of the Company upon 60 days’ days prior written notice to the Adviser, or by the Adviser upon 90 days’ prior written notice to the CompanySub-adviser, or upon such shorter notice as may be mutually agreed uponupon in writing by the parties hereto. This Agreement may also be terminated, without the payment of any penalty, by either the Adviser or the Sub-adviser (i) upon 90 days prior written notice to the non-terminating party and the Fund; (ii) upon material breach of any representation or warranty set forth in this Agreement by (A) the non-terminating party or (B) in the case of a termination by the Sub-adviser, the Fund, in each case if such breach has not been cured within seven days after written notice of such breach; or (iii) immediately if, in the reasonable judgment of the terminating party, (A) the non-terminating party or (B) in the case of a termination by the Sub-adviser, the Fund, has become unable to discharge its duties and obligations under this Agreement, including in the case of the non-terminating party’s or the Fund’s insolvency. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement investment advisory agreement between Brighthouse Investment Advisers, LLC the Adviser and the Trust or the Subadvisory Agreement between Brighthouse Investment Advisers, LLC and the Adviser of even date herewithFund. This Agreement shall terminate automatically and immediately in the event of its assignment, except as otherwise provided by any rule of, or action by, the SEC or under Cayman Islands law. 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. In conjunction with the termination of this Agreement, the parties agree to negotiate a plan of transition for the Company in good faith. This Agreement may be amended by written instrument at any time in writing by the Adviser Sub-adviser and the CompanyAdviser, subject to approval by the Company’s Board of Directors and the Trust’s Board of Trustees and, if required by applicable SEC rules, rules and regulations, or orders, a vote of a majority of the Portfolio’s Fund's outstanding voting securities. If the shareholders of the Fund fail to approve this Agreement or any continuance of the Agreement where such approval is required by applicable law, the Sub-adviser will continue to act, for the compensation described herein (subject to applicable law), as investment sub-adviser with respect to the Fund pending the required approval of the Agreement or its continuance or of any contract with the Sub-adviser or a different adviser or sub-adviser or other definitive action; provided, that the compensation received by the Sub-adviser in respect of the Fund during such period is in compliance with Rule 15a-4 under the 1940 Act. In the event of termination of this Agreement, those paragraphs of this Agreement which govern conduct of the parties' future interactions with respect to the Sub-adviser having provided investment management services to the Fund for the duration of this Agreement, including, but not limited to, Sections 5, 6, 12, 16 and 17, shall survive such termination of this Agreement.

Renewal, Termination and Amendment. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, for a period of one year until December 31, 2013 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 Company is specifically approved at least annually (i) by vote of the holders of a majority of the outstanding voting securities of the Company or (ii) by vote of a majority of the Company’s Board of Directors and by a vote of a majority of the Trust’s Board of Trustees, and further provides provided that such continuance is also approved annually by the vote of a majority of the Trustees of the Trust who are not interested persons of the Trust or the Trust’s investment adviser. This Agreement may be terminated as to the Company at any time, without payment of any penalty, by the Company’s Board of Directors, by the Trust’s Board of Trustees or by a vote of the majority of the outstanding voting securities of the Company upon 60 days’ prior written notice to the Adviser, or by the Adviser upon 90 days’ prior written notice to the Company, 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 Brighthouse Investment MetLife Advisers, LLC and the Trust or the Subadvisory Agreement between Brighthouse Investment MetLife Advisers, LLC and the Adviser of even date herewithdated April 30, 2012. This Agreement shall terminate automatically and immediately in the event of its assignment, except as otherwise provided by any rule of, or action by, the SEC or under Cayman Islands law. 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. In conjunction with the termination of this Agreement, the parties agree to negotiate a plan of transition for of the investment management of the Company in good faith. This Agreement may be amended by written instrument at any time by the Adviser and the Company, subject to approval by the Company’s Board of Directors and 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.

Renewal, Termination and Amendment. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, for a period of one year and shall continue in full force and effect for successive periods of one year thereafter, but only two years from the date set forth above and after such date so long as each such continuance as to is approved in the Company is specifically approved manner provided in the 1940 Act and the rules and regulations thereunder. This Agreement may be terminated at least annually (i) any time without payment of any penalty, by the Trust’s Board of Trustees, or by a vote of the holders of a majority of the outstanding voting securities of the Company Fund upon 60 days prior written notice to the Sub-adviser or (ii) by vote of a majority of the Company’s Board of Directors and by a vote of a majority of the Trust’s Board of Trustees, and further provides that such continuance is also approved annually by the vote of a majority of the Trustees of the Trust who are not interested persons of the Trust or the Trust’s investment adviser. This Agreement may be terminated as to the Company at any time, without payment of any penalty, by the Company’s Board of Directors, by the Trust’s Board of Trustees or by a vote of the majority of the outstanding voting securities of the Company Sub-adviser upon 60 days’ days prior written notice to the Adviser, or by the Adviser upon 90 days’ prior written notice to the Company, or upon such shorter notice as may be mutually agreed upon. This Agreement may also be terminated, without the payment of any penalty, by the Adviser (i) upon 60 days prior written notice to the Sub-adviser; (ii) upon material breach by the Sub-adviser of any representations and warranties set forth in this Agreement, if such breach has not been cured within seven days after written notice of such breach; or (iii) immediately if, in the reasonable judgment of the Adviser, the Sub-adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as the insolvency of the Sub-adviser, the termination, resignation or other loss of a key portfolio manager, or other circumstances that the Adviser determines could adversely affect the Fund. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement investment advisory agreement between Brighthouse Investment Advisers, LLC the Adviser and the Trust or the Subadvisory Agreement between Brighthouse Investment Advisers, LLC and the Adviser of even date herewithTrust. This Agreement shall terminate automatically and immediately in the event of its assignment, except as otherwise provided by any rule of, or action by, the SEC or under Cayman Islands law. 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. In conjunction with the termination of this Agreement, the parties agree to negotiate a plan of transition for the Company in good faith. This Agreement may be amended by written instrument at any time by the Adviser Sub-adviser and the CompanyAdviser, subject to approval by the Company’s Board of Directors and the Trust’s Board of Trustees and, if required by applicable SEC rules, rules and regulations, or orders, a vote of a majority of the PortfolioFund’s outstanding voting securities. In the event of termination of this Agreement, those paragraphs of this Agreement which govern conduct of the parties' future interactions with respect to the Sub-adviser having provided investment management services to the Fund for the duration of this Agreement, including, but not limited to, Sections 5, 6, 7, 9, and 11, shall survive such termination of this Agreement.

Renewal, Termination and Amendment. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, for a period until the second anniversary of one year the date set forth above, 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 Company is specifically approved at least annually by (i) by the Trustees of the Trust or (ii) a vote of the holders of a majority of the outstanding voting securities of the Company or (ii) Fund and, in either event, by vote of a majority of the Company’s Board Trustees who are not parties to this Agreement or interested persons of Directors and any such party, cast in accordance with the provisions of the 1940 Act. This Agreement may be terminated at any time without payment of any penalty, by the Adviser, the Board, or by a vote of a majority of the Trust’s Board of Trustees, and further provides that such continuance is also approved annually by the vote of a majority of the Trustees of the Trust who are not interested persons of the Trust or the Trust’s investment adviser. This Agreement may be terminated as to the Company at any time, without payment of any penalty, by the Company’s Board of Directors, by the Trust’s Board of Trustees or by a vote of the majority of the outstanding voting securities of the Company Fund upon 60 days’ prior written notice to the Adviser, or by the Adviser upon 90 days’ prior written notice to the CompanySub-adviser, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately may also be terminated immediately, without the payment of any penalty, by (i) either Party upon termination material breach by the other Party of any agreement, obligation, representation, or warranty set forth in this Agreement, or (ii) by the Adviser if, in the reasonable judgment of the Management Agreement between Brighthouse Investment AdvisersAdviser, LLC the Sub-adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as the Trust insolvency of the Sub-adviser, the termination, resignation, or the Subadvisory Agreement between Brighthouse Investment Advisersother loss of a portfolio manager, LLC and or other circumstances that the Adviser determines could adversely affect the Fund. This Agreement may also be terminated immediately, without the payment of even date herewithany penalty, by the Adviser if the Sub-adviser becomes subject to any enforcement actions or administrative proceedings that the Adviser reasonably expects to have a material and adverse effect on the Sub-Adviser’s ability to perform under the Agreement. This Agreement shall terminate automatically and immediately (i) upon termination of the Advisory Agreement between the Adviser and the Fund and (ii) in the event of its assignment, except as otherwise provided by . The Sub-adviser shall promptly notify the Adviser of any rule of, transaction or action by, other event that results in an assignment of this Agreement within the SEC or under Cayman Islands lawmeaning of the 1940 Act. The terms “assignment” and “vote of a majority of the outstanding voting securities” shall have the meaning set forth for such terms meanings ascribed to them in the 1940 Act. In conjunction with the event of a termination of this Agreement, those paragraphs of this Agreement which govern the parties agree conduct of the Parties’ future interactions with respect to negotiate a plan of transition the Sub-adviser having provided investment advisory services to the Fund for the Company in good faithduration of the Agreement, including, but not limited to, paragraphs 2(k), (l), and (m), 6, 7, 9, 11 and 12, shall survive the termination of the Agreement. This Agreement may be amended by written instrument at any time by the Adviser Sub-adviser and the CompanyAdviser, subject to approval by the Company’s Board of Directors and the Trust’s Board of Trustees and, if required by applicable law or SEC rules, rules and regulations, or orders, a vote of a majority of the PortfolioFund’s outstanding voting securities.

Renewal, Termination and Amendment. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, for a period of one year and shall continue in full force and effect for successive periods of one year thereafter, but only two years from the date set forth above and after such date so long as each such continuance as to is approved in the Company is specifically approved manner provided in the 1940 Act and the rules and regulations thereunder. This Agreement may be terminated at least annually (i) any time without payment of any penalty, by the Fund’s Board of Trustees, or by a vote of the holders of a majority of the outstanding voting securities of the Company Fund upon 60 days prior written notice to the Sub-adviser or (ii) by vote of a majority of the Company’s Board of Directors and by a vote of a majority of the Trust’s Board of Trustees, and further provides that such continuance is also approved annually by the vote of a majority of the Trustees of the Trust who are not interested persons of the Trust or the Trust’s investment adviser. This Agreement may be terminated as to the Company at any time, without payment of any penalty, by the Company’s Board of Directors, by the Trust’s Board of Trustees or by a vote of the majority of the outstanding voting securities of the Company Sub-adviser upon 60 days’ days prior written notice to the Adviser, or by the Adviser upon 90 days’ prior written notice to the Company, or upon such shorter notice as may be mutually agreed upon. This Agreement may also be terminated, without the payment of any penalty, by the Adviser (i) upon 60 days prior written notice to the Sub-adviser; (ii) upon material breach by the Sub-adviser of any representations and warranties set forth in this Agreement, if such breach has not been cured within seven days after written notice of such breach; or (iii) immediately if, in the reasonable judgment of the Adviser, the Sub-adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as the insolvency of the Sub-adviser, the termination, resignation or other loss of a key portfolio manager, or other circumstances that the Adviser determines could adversely affect the Fund. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement investment advisory agreement between Brighthouse Investment Advisers, LLC the Adviser and the Trust or the Subadvisory Agreement between Brighthouse Investment Advisers, LLC and the Adviser of even date herewithFund. This Agreement shall terminate automatically and immediately in the event of its assignment, except as otherwise provided by any rule of, or action by, the SEC or under Cayman Islands law. 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. In conjunction with the termination of this Agreement, the parties agree to negotiate a plan of transition for the Company in good faith. This Agreement may be amended by written instrument at any time by the Adviser Sub-adviser and the CompanyAdviser, subject to approval by the Company’s Board of Directors and the TrustFund’s Board of Trustees and, if required by applicable SEC rules, rules and regulations, or orders, a vote of a majority of the PortfolioFund’s outstanding voting securities. In the event of termination of this Agreement, those paragraphs of this Agreement which govern conduct of the parties’ future interactions with respect to the Sub-adviser having provided investment management services to the Fund for the duration of this Agreement, including, but not limited to, Sections 5, 6, 7, 9, and 11, shall survive such termination of this Agreement.

Renewal, Termination and Amendment. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, for a period have an initial term of one year two years from the date hereof and shall continue in full force and effect for successive periods of one from year thereafter, but only so long as each to year thereafter provided that such continuance as to the Company is specifically approved at least annually (i) either by the Board or by vote of a majority of outstanding voting securities of the Fund and provided that in either event such continuance shall also be approved by vote of the holders members of the Board who are not interested persons of the Fund (as defined in the 0000 Xxx) or of any person party to this Agreement, cast in person at a meeting called for the purpose of such approval. This Agreement may be terminated at any time without payment of any penalty, by the Board or by a vote of a majority of the outstanding voting securities of the Company or (ii) by vote of a majority of the Company’s Board of Directors and by a vote of a majority of the Trust’s Board of Trustees, and further provides that such continuance is also approved annually by the vote of a majority of the Trustees of the Trust who are not interested persons of the Trust or the Trust’s investment adviser. This Agreement may be terminated as to the Company at any time, without payment of any penalty, by the Company’s Board of Directors, by the Trust’s Board of Trustees or by a vote of the majority of the outstanding voting securities of the Company Fund upon 60 days’ days prior written notice to the Adviser, or by the Adviser upon 90 days’ prior written notice to the Company, or upon such shorter notice as may be mutually agreed uponupon in writing by the parties hereto. This Agreement shall terminate automatically and immediately upon termination may also be terminated, without the payment of the Management Agreement between Brighthouse Investment Advisersany penalty, LLC and the Trust or the Subadvisory Agreement between Brighthouse Investment Advisers, LLC and by the Adviser of even date herewithupon 90 days prior written notice to the Fund. This Agreement shall terminate automatically and immediately in the event of its assignment, except as otherwise provided by any rule of, or action by, the SEC or under Cayman Islands law. 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. In conjunction with Act and the termination of this Agreement, the parties agree to negotiate a plan of transition for the Company in good faithrules thereunder. This Agreement may be amended by written instrument at any time by in writing with the Adviser and the Companymutual written consent of both parties, subject to approval by the Company’s Board of Directors and the Trust’s Board of Trustees and, if required by applicable SEC rules, Securities and Exchange Commission rules and regulations, or orders, a vote of a majority of the PortfolioFund’s outstanding voting securities. If the unitholders of the Fund fail to approve this Agreement or any continuance of the Agreement where such approval is required by applicable law, the Adviser will continue to act, for the compensation described herein, as investment adviser with respect to the Fund pending the required approval of the Agreement or its continuance or of any contract with the Adviser or a different adviser or other definitive action; provided, that the compensation received by the Adviser in respect of the Fund during such period is in compliance with Rule 15a-4 under the 1940 Act. In the event of termination of this Agreement, those paragraphs of this Agreement which govern conduct of the parties’ future interactions with respect to the Adviser having provided investment management services to the Fund for the duration of this Agreement, including, but not limited to, Sections 4, 5, 11, 13, and 15 shall survive such termination of this Agreement.

Renewal, Termination and Amendment. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, for a period of one year 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 Company Portfolio is specifically approved at least annually (i) by vote of the holders of a majority of the outstanding voting securities of the Company Portfolio or (ii) by vote of a majority of the Company’s Board of Directors and by a vote of a majority of the Trust’s Board of Trustees, ; and further provides provided that such continuance is also approved annually by the vote of a majority of the Trustees of the Trust who are not parties to this Agreement or interested persons of the Trust or the Trust’s investment adviserany such party. This Agreement may be terminated as to the Company Portfolio at any time, without payment of any penalty, by the Company’s Board of Directors, by the Trust’s Board of Trustees Trustees, by the Manager, or by a vote of the majority of the outstanding voting securities of the Company Portfolio upon 60 days’ prior written notice to the Adviser, or by the Adviser upon 90 days’ prior written notice to the CompanyManager, 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 Brighthouse Investment Advisers, LLC the Manager and the Trust or the Subadvisory Agreement between Brighthouse Investment Advisers, LLC and the Adviser of even date herewithTrust. This Agreement shall terminate automatically and immediately in the event of its assignment, except as otherwise provided by any rule of, or action by, the SEC or under Cayman Islands law. 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. In conjunction with the termination of this Agreement, the parties agree to negotiate a plan of transition for the Company in good faith. This Agreement may be amended by written instrument at any time by the Adviser and the CompanyManager, subject to approval by the Company’s Board of Directors and 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. The Adviser shall notify the Trust and the Manager of any changes of the portfolio manager(s) of the Portfolio or in senior management of the Adviser prior to or promptly after such change. The Adviser agrees to bear all reasonable expenses of the Trust, if any, in connection with (i) the approval of any new agreement with the Adviser resulting from the termination of the Agreement as described in this paragraph, or (ii) printing and distribution of the revised prospectuses necessitated by such change in personnel of Adviser.

Renewal, Termination and Amendment. This Agreement shall continue in ---------------------------------- effect, unless sooner terminated as hereinafter provided, for a period of one year two years from the date hereof 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 Company Subaccount is specifically approved at least annually (i) by vote of the holders of a majority of the outstanding voting securities of the Company Subaccount or (ii) by vote of a majority of the Company’s Account's Board of Directors and by a vote of a majority of the Trust’s Board of Trustees, Managers; and further provides provided that such continuance is also approved annually by the vote of a majority of the Trustees Board of the Trust Managers who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the Trust or the Trust’s investment adviserpurpose of voting on such approval. This Agreement may be terminated as to the Company Subaccount at any time, without payment of any penalty, by the Company’s Account's Board of DirectorsManagers, by the Trust’s Board of Trustees Manager, or by a vote of the majority of the outstanding voting securities of the Company Account upon 60 days’ ' prior written notice to the Adviser, or by the Adviser upon 90 days’ ' prior written notice to the CompanyManager, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement dated ________ __, 1998 between Brighthouse Investment Advisers, LLC the Manager and the Trust or the Subadvisory Agreement between Brighthouse Investment Advisers, LLC and the Adviser of even date herewithAccount. This Agreement shall terminate automatically and immediately in the event of its assignment, except as otherwise provided by any rule of, or action by, the SEC or under Cayman Islands law. The terms “"assignment” " and “"vote of a majority of the outstanding voting securities” " shall have the meaning meanings set forth for such terms in the 1940 Act. In conjunction with the termination of this Agreement, the parties agree to negotiate a plan of transition for the Company in good faith. This Agreement may be amended by written instrument at any time by the Adviser and the CompanyManager, subject to approval by the Company’s Account's Board of Directors and the Trust’s Board of Trustees Managers and, if required by applicable SEC rules, rules and regulations, or orders, a vote of a majority of the Portfolio’s Subaccount's outstanding voting securities.

Renewal, Termination and Amendment. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, for a period of one year two years 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 Company Portfolio is specifically approved at least annually (i) by vote of the holders of a majority of the outstanding voting securities of the Company Portfolio or (ii) by vote of a majority of the Company’s Board of Directors and by a vote of a majority of the Trust’s Board of Trustees, ; and further provides provided that such continuance is also approved annually by the vote of a majority of the Trustees of the Trust who are not parties to this Agreement or interested persons of the Trust or the Trust’s investment adviserany such party. This Agreement may be terminated as to the Company Portfolio at any time, without payment of any penalty, by the Company’s Board of Directors, by the Trust’s Board of Trustees Trustees, by the Adviser, or by a vote of the majority of the outstanding voting securities of the Company Portfolio upon 60 days’ prior written notice to the Subadviser, or by the Subadviser upon 60 days’ prior written notice to the Adviser, or by the Adviser upon 90 days’ prior written notice to the Company, 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 Brighthouse Investment Advisers, LLC the Adviser and the Trust or the Subadvisory Agreement between Brighthouse Investment Advisers, LLC and the Adviser of even date herewithTrust. This Agreement shall terminate automatically and immediately in the event of its assignment, except as otherwise provided by any rule of, or action by, the SEC or under Cayman Islands lawSEC. 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 ActAct and the rules, regulations and interpretations thereunder. In conjunction with Fees paid in advance hereunder will be prorated to the date of termination specified in the notice of this Agreementtermination, the parties agree and any unearned portion thereof will be refunded to negotiate a plan of transition for the Company in good faithPortfolio. This Agreement may be amended by written instrument at any time by the Adviser Subadviser and the CompanyAdviser, subject to approval by the Company’s Board of Directors and 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.

Renewal, Termination and Amendment. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, for a period of one year until December 31, 2014 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 Company is specifically approved at least annually (i) by vote of the holders of a majority of the outstanding voting securities of the Company or (ii) by vote of a majority of the Company’s Board of Directors and by a vote of a majority of the Trust’s Board of Trustees, and further provides that such continuance is also approved annually by the vote of a majority of the Trustees of the Trust who are not interested persons of the Trust or the Trust’s investment adviser. This Agreement may be terminated as to the Company at any time, without payment of any penalty, by the Company’s Board of Directors, by the Trust’s Board of Trustees or by a vote of the majority of the outstanding voting securities of the Company upon 60 days’ prior written notice to the Adviser, or by the Adviser upon 90 days’ prior written notice to the Company, 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 Brighthouse Investment MetLife Advisers, LLC and the Trust or the Subadvisory Agreement between Brighthouse Investment MetLife Advisers, LLC and the Adviser of even date herewithdated May 1, 2011. This Agreement shall terminate automatically and immediately in the event of its assignment, except as otherwise provided by any rule of, or action by, the SEC or under Cayman Islands law. 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. In conjunction with the termination of this Agreement, the parties agree to negotiate a plan of transition for the Company in good faith. This Agreement may be amended by written instrument at any time by the Adviser and the Company, subject to approval by the Company’s Board of Directors and 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.

Renewal, Termination and Amendment. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, for a period of one year until December 31, 2015 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 Company is specifically approved at least annually (i) by vote of the holders of a majority of the outstanding voting securities of the Company or (ii) by vote of a majority of the Company’s Board of Directors and by a vote of a majority of the Trust’s Board of Trustees, and further provides that such continuance is also approved annually by the vote of a majority of the Trustees of the Trust who are not interested persons of the Trust or the Trust’s investment adviser. This Agreement may be terminated as to the Company at any time, without payment of any penalty, by the Company’s Board of Directors, by the Trust’s Board of Trustees or by a vote of the majority of the outstanding voting securities of the Company upon 60 days’ prior written notice to the Adviser, or by the Adviser upon 90 days’ prior written notice to the Company, 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 Brighthouse Investment MetLife Advisers, LLC and the Trust or the Subadvisory Agreement between Brighthouse Investment MetLife Advisers, LLC and the Adviser of even date herewithdated April 8, 2014. This Agreement shall terminate automatically and immediately in the event of its assignment, except as otherwise provided by any rule of, or action by, the SEC or under Cayman Islands law. 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. In conjunction with the termination of this Agreement, the parties agree to negotiate a plan of transition for the Company in good faith. This Agreement may be amended by written instrument at any time by the Adviser and the Company, subject to approval by the Company’s Board of Directors and 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.

Renewal, Termination and Amendment. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, for a period have an initial term of one year two years from the date hereof and shall continue in full force and effect for successive periods of one from year thereafter, but only so long as each to year thereafter provided that such continuance as to the Company is specifically approved at least annually (i) either by the Board or by vote of a majority of outstanding voting securities of the Fund and provided that in either event such continuance shall also be approved by vote of the holders members of the Board who are not interested persons of the Fund (as defined in the 1000 Xxx) or of any person party to this Agreement, cast in person at a meeting called for the purpose of such approval. This Agreement may be terminated at any time without payment of any penalty, by the Board or by a vote of a majority of the outstanding voting securities of the Company or (ii) by vote of a majority of the Company’s Board of Directors and by a vote of a majority of the Trust’s Board of Trustees, and further provides that such continuance is also approved annually by the vote of a majority of the Trustees of the Trust who are not interested persons of the Trust or the Trust’s investment adviser. This Agreement may be terminated as to the Company at any time, without payment of any penalty, by the Company’s Board of Directors, by the Trust’s Board of Trustees or by a vote of the majority of the outstanding voting securities of the Company Fund upon 60 days’ days prior written notice to the Adviser, or by the Adviser upon 90 days’ prior written notice to the Company, or upon such shorter notice as may be mutually agreed uponupon in writing by the parties hereto. This Agreement shall terminate automatically and immediately upon termination may also be terminated, without the payment of the Management Agreement between Brighthouse Investment Advisersany penalty, LLC and the Trust or the Subadvisory Agreement between Brighthouse Investment Advisers, LLC and by the Adviser of even date herewithupon 90 days prior written notice to the Fund. This Agreement shall terminate automatically and immediately in the event of its assignment, except as otherwise provided by any rule of, or action by, the SEC or under Cayman Islands law. 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. In conjunction with Act and the termination of this Agreement, the parties agree to negotiate a plan of transition for the Company in good faithrules thereunder. This Agreement may be amended by written instrument at any time by in writing with the Adviser and the Companymutual written consent of both parties, subject to approval by the Company’s Board of Directors and the Trust’s Board of Trustees and, if required by applicable SEC rules, Securities and Exchange Commission rules and regulations, or orders, a vote of a majority of the PortfolioFund’s outstanding voting securities. If the unitholders of the Fund fail to approve this Agreement or any continuance of the Agreement where such approval is required by applicable law, the Adviser will continue to act, for the compensation described herein, as investment adviser with respect to the Fund pending the required approval of the Agreement or its continuance or of any contract with the Adviser or a different adviser or other definitive action; provided, that the compensation received by the Adviser in respect of the Fund during such period is in compliance with Rule 15a-4 under the 1940 Act. In the event of termination of this Agreement, those paragraphs of this Agreement which govern conduct of the parties’ future interactions with respect to the Adviser having provided investment management services to the Fund for the duration of this Agreement, including, but not limited to, Sections 4, 5, 11, 13, and 15 shall survive such termination of this Agreement.

Renewal, Termination and Amendment. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, for a period of one year until December 31, 2006 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 Company is specifically approved at least annually (i) by the Trustees of the Trust or a vote of the holders of a majority of the outstanding voting securities of the Company or (ii) by vote of a majority of the Company’s Board of Directors Trust and by a vote of a majority of the Trust’s Board of Trustees, and further provides that such continuance is also approved annually by the vote of a majority of the Trustees of the Trust who are not interested persons of the Trust Trust, the Adviser or the Trust’s investment Sub-adviser, cast in accordance with the provisions of the 1940 Act. This Agreement may be terminated as to the Company at any time, time without payment of any penalty, by the Company’s Adviser, the Trust's Board of DirectorsTrustees, by the Trust’s Board of Trustees or by a vote of the a majority of the outstanding voting securities of the Company Trust upon 60 days’ days prior written notice to the Sub-adviser or by the Sub-adviser upon 90 days prior written notice to the Adviser, or by the Adviser upon 90 days’ prior written notice to the Company, 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 Brighthouse Investment Advisers, LLC the Adviser and the Trust or the Subadvisory Agreement between Brighthouse Investment Advisers, LLC and the Adviser of even date herewithTrust. This Agreement shall terminate automatically and immediately in the event of its assignment, except as otherwise provided by any rule of, or action by, the SEC or under Cayman Islands law. The terms “"assignment” " and “"vote of a majority of the outstanding voting securities” " shall have the meaning meanings set forth for such terms in the 1940 Act. In conjunction with the termination of this Agreement, the parties agree Act as amended or interpreted by regulatory bodies having jurisdiction from time to negotiate a plan of transition for the Company in good faithtime. This Agreement may be amended by written instrument at any time by the Adviser Sub-adviser and the CompanyAdviser, subject to approval by the Company’s Board of Directors and the Trust’s 's Board of Trustees and, if required by applicable SEC rules, rules and regulations, or orders, a vote of a majority of the Portfolio’s Trust's outstanding voting securitiessecurities and a vote of a majority of the Trustees of the Trust who are not interested persons of the Trust, the Adviser or the Sub-adviser, cast in person at a meeting called for the purpose of voting on such approval.

Renewal, Termination and Amendment. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, for a period of one year until December 31, 2012 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 Company is specifically approved at least annually (i) by vote of the holders of a majority of the outstanding voting securities of the Company or (ii) by vote of a majority of the Company’s Board of Directors and by a vote of a majority of the Trust’s Board of Trustees, and further provides that such continuance is also approved annually by the vote of a majority of the Trustees of the Trust who are not interested persons of the Trust or the Trust’s investment adviser. This Agreement may be terminated as to the Company at any time, without payment of any penalty, by the Company’s Board of Directors, by the Trust’s Board of Trustees or by a vote of the majority of the outstanding voting securities of the Company upon 60 days’ prior written notice to the Adviser, or by the Adviser upon 90 days’ prior written notice to the Company, 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 Brighthouse Investment Metlife Advisers, LLC and the Trust or the Subadvisory Agreement between Brighthouse Investment MetLife Advisers, LLC and the Adviser of even date herewithdated April 18, 2011. This Agreement shall terminate automatically and immediately in the event of its assignment, except as otherwise provided by any rule of, or action by, the SEC or under Cayman Islands law. 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. In conjunction with the termination of this Agreement, the parties agree to negotiate a plan of transition for the Company in good faith. This Agreement may be amended by written instrument at any time by the Adviser and the Company, subject to approval by the Company’s Board of Directors and 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.

Renewal, Termination and Amendment. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, for a period of one year 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 Company Portfolio is specifically approved at least annually (i) by vote of the holders of a majority of the outstanding voting securities of the Company Portfolio or (ii) by vote of a majority of the Company’s Board of Directors and by a vote of a majority of the Trust’s Board of Trustees, ; and further provides provided that such continuance is also approved annually by the vote of a majority of the Trustees of the Trust who are not parties to this Agreement or interested persons of the Trust or the Trust’s investment adviserany such party. This Agreement may be terminated as to the Company Portfolio at any time, without payment of any penalty, by the Company’s Board of Directors, by the Trust’s Board of Trustees Trustees, by the Manager, by the Adviser, or by a vote of the majority of the outstanding voting securities of the Company Portfolio upon 60 days’ prior written notice to the AdviserSubadviser, or by the Adviser Subadviser upon 90 days’ prior written notice to the CompanyManager and the Adviser, or upon such shorter notice as may be mutually agreed upon. In the event of termination of this Agreement by the Adviser, the Adviser shall notify the Manager of such termination immediately after the Adviser has provided notice of such termination to the Subadviser. This Agreement shall terminate automatically and immediately upon termination of either (i) the Management Agreement between Brighthouse Investment Advisers, LLC the Manager and the Trust or (ii) the Subadvisory Agreement between Brighthouse Investment Advisers, LLC the Manager and the Adviser of even date herewithAdviser. This Agreement shall terminate automatically and immediately in the event of its assignment, except as otherwise provided by any rule of, or action by, the SEC or under Cayman Islands lawSEC. 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. In conjunction with Act and the termination of this Agreementrules, the parties agree to negotiate a plan of transition for the Company in good faithregulations and interpretations thereunder. This Agreement may be amended by written instrument at any time by the Adviser Subadviser, the Manager and the CompanyAdviser, subject to approval by the Company’s Board of Directors and 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.

Renewal, Termination and Amendment. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, for a period of one year until December 31, 2013 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 Company is specifically approved at least annually (i) by vote of the holders of a majority of the outstanding voting securities of the Company or (ii) by vote of a majority of the Company’s Board of Directors and by a vote of a majority of the Trust’s Board of Trustees, and further provides that such continuance is also approved annually by the vote of a majority of the Trustees of the Trust who are not interested persons of the Trust or the Trust’s investment adviser. This Agreement may be terminated as to the Company at any time, without payment of any penalty, by the Company’s Board of Directors, by the Trust’s Board of Trustees or by a vote of the majority of the outstanding voting securities of the Company upon 60 days’ prior written notice to the Adviser, or by the Adviser upon 90 days’ prior written notice to the Company, 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 Brighthouse Investment MetLife Advisers, LLC and the Trust or the Subadvisory Agreement between Brighthouse Investment MetLife Advisers, LLC and the Adviser of even date herewithdated April , 2012. This Agreement shall terminate automatically and immediately in the event of its assignment, except as otherwise provided by any rule of, or action by, the SEC or under Cayman Islands law. 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. In conjunction with the termination of this Agreement, the parties agree to negotiate a plan of transition for the Company in good faith. This Agreement may be amended by written instrument at any time by the Adviser and the Company, subject to approval by the Company’s Board of Directors and 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.

Renewal, Termination and Amendment. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, for a period of one year 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 Company is specifically approved at least annually (i) by vote of the holders of a majority of the outstanding voting securities of the Company or (ii) by vote of a majority of the Company’s Board of Directors and by a vote of a majority of the Trust’s Board of Trustees, and further provides provided that such continuance is also approved annually by the vote of a majority of the Trustees of the Trust who are not interested persons of the Trust or the Trust’s investment adviser. This Agreement may be terminated as to the Company at any time, without payment of any penalty, by the Company’s Board of Directors, by the Trust’s Board of Trustees or by a vote of the majority of the outstanding voting securities of the Company upon 60 days’ prior written notice to the Adviser, or by the Adviser upon 90 days’ prior written notice to the Company, 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 Brighthouse Investment Advisers, LLC and the Trust or the Subadvisory Agreement between Brighthouse Investment Advisers, LLC and the Adviser of even date herewith. This Agreement shall terminate automatically and immediately in the event of its assignment, except as otherwise provided by any rule of, or action by, the SEC or under Cayman Islands law. 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. In conjunction with the termination of this Agreement, the parties agree to negotiate a plan of transition for of the investment management of the Company in good faith. This Agreement may be amended by written instrument at any time by the Adviser and the Company, subject to approval by the Company’s Board of Directors and 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.

Renewal, Termination and Amendment. This Agreement shall continue in __________________________________ effect, unless sooner terminated as hereinafter provided, for a period of one year until December 31, 2006 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 Company Portfolio is specifically approved at least annually (i) by vote of the holders of a majority of the outstanding voting securities of the Company Portfolio or (ii) by vote of a majority of the Company’s Board of Directors and by a vote of a majority of the Trust’s 's Board of Trustees, ; and further provides provided that such continuance is also approved annually by the vote of a majority of the Trustees of the Trust who are not parties to this Agreement or interested persons of the Trust or the Trust’s investment adviserany such party. This Agreement may be terminated as to the Company Portfolio at any time, without payment of any penalty, by the Company’s Trust's Board of DirectorsTrustees, by the Trust’s Board of Trustees Manager, or by a vote of the majority of the outstanding voting securities of the Company Portfolio upon 60 days’ ' prior written notice to the Adviser, or by the Adviser upon 90 days’ ' prior written notice to the CompanyManager, 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 Brighthouse Investment Advisers, LLC the Manager and the Trust or the Subadvisory Agreement between Brighthouse Investment Advisers, LLC and the Adviser of even date herewithTrust. This Agreement shall terminate automatically and immediately in the event of its assignment, except as otherwise provided by any rule of, or action by, the SEC or under Cayman Islands law. 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. In conjunction Subject to approval of the Manager, the Manager understands and acknowledges that the Adviser may transfer responsibility for the day-to-day management of the Portfolio to an affiliated person of the Adviser. If such transfer does not satisfy Rule 2a-6 under the 1940 Act, the Manager agrees to recommend that the Trust's Board of Trustees approve a new advisory agreement, the terms of which are substantially identical to the terms of this agreement, with the termination Adviser's affiliated person, subject to the Manager first determining that such a recommendation is in the best interests of this Agreement, the parties agree to negotiate a plan of transition for the Company in good faithPortfolio and its shareholders. This Agreement may be amended by written instrument at any time by the Adviser and the CompanyManager, subject to approval by the Company’s Board of Directors and the Trust’s 's Board of Trustees and, if required by applicable SEC rules, regulations, or orders, a vote of a majority of the Portfolio’s 's outstanding voting securities.

Renewal, Termination and Amendment. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, for a period of one year 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 Company is specifically approved at least annually (i) by vote of the holders of a majority of the outstanding voting securities of the Company or (ii) by vote of a majority of the Company’s Board of Directors and by a vote of a majority of the Trust’s Board of Trustees, and further provides that such continuance is also approved annually by the vote of a majority of the Trustees of the Trust who are not interested persons of the Trust or the Trust’s investment adviser. This Agreement may be terminated as to the Company at any time, without payment of any penalty, by the Company’s Board of Directors, by the Trust’s Board of Trustees or by a vote of the majority of the outstanding voting securities of the Company upon 60 days’ prior written notice to the Adviser, or by the Adviser upon 90 days’ prior written notice to the Company, 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 Brighthouse Investment Advisers, LLC and the Trust or the Subadvisory Agreement between Brighthouse Investment Advisers, LLC and the Adviser with respect to the Portfolio of even date herewith. This Agreement shall terminate automatically and immediately in the event of its assignment, except as otherwise provided by any rule of, or action by, the SEC or under Cayman Islands law. 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. In conjunction with the termination of this Agreement, the parties agree to negotiate a plan of transition for the Company in good faith. This Agreement may be amended by written instrument at any time by the Adviser and the Company, subject to approval by the Company’s Board of Directors and 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.

Renewal, Termination and Amendment. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, for a period of one year until December 31, 2015 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 Company is specifically approved at least annually (i) by vote of the holders of a majority of the outstanding voting securities of the Company or (ii) by vote of a majority of the Company’s Board of Directors and by a vote of a majority of the Trust’s Board of Trustees, and further provides that such continuance is also approved annually by the vote of a majority of the Trustees of the Trust who are not interested persons of the Trust or the Trust’s investment adviser. This Agreement may be terminated as to the Company at any time, without payment of any penalty, by the Company’s Board of Directors, by the Trust’s Board of Trustees or by a vote of the majority of the outstanding voting securities of the Company upon 60 days’ prior written notice to the Adviser, or by the Adviser upon 90 days’ prior written notice to the Company, 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 Brighthouse Investment MetLife Advisers, LLC and the Trust dated December 8, 2000, as amended, or the Subadvisory Agreement between Brighthouse Investment MetLife Advisers, LLC and the Adviser of even date herewithdated April 8, 2014. This Agreement shall terminate automatically and immediately in the event of its assignment, except as otherwise provided by any rule of, or action by, the SEC or under Cayman Islands law. 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. In conjunction with the termination of this Agreement, the parties agree to negotiate a plan of transition for the Company in good faith. This Agreement may be amended by written instrument at any time by the Adviser and the Company, subject to approval by the Company’s Board of Directors and 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.

Renewal, Termination and Amendment. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, for a period until the second anniversary of one year the date set forth above, 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 Company is specifically approved at least annually by (i) by the Trustees of the Trust or (ii) a vote of the holders of a majority of the outstanding voting securities of the Company or (ii) Fund and, in either event, by vote of a majority of the Company’s Board Trustees who are not parties to this Agreement or interested persons of Directors and any such party, cast in accordance with the provisions of the 1940 Act. This Agreement may be terminated at any time without payment of any penalty, by the Adviser, the Board, or by a vote of a majority of the Trust’s Board of Trustees, and further provides that such continuance is also approved annually by the vote of a majority of the Trustees of the Trust who are not interested persons of the Trust or the Trust’s investment adviser. This Agreement may be terminated as to the Company at any time, without payment of any penalty, by the Company’s Board of Directors, by the Trust’s Board of Trustees or by a vote of the majority of the outstanding voting securities of the Company Fund upon 60 days’ ' prior written notice to the Adviser, or by the Adviser upon 90 days’ prior written notice to the CompanySub- adviser, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately may also be terminated immediately, without the payment of any penalty, by (i) either Party upon termination material breach by the other Party of any agreement, obligation, representation, or warranty set forth in this Agreement, or (ii) by the Adviser if, in the reasonable judgment of the Management Agreement between Brighthouse Investment AdvisersAdviser, LLC the Sub-adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as the Trust insolvency of the Sub-adviser, the termination, resignation, or the Subadvisory Agreement between Brighthouse Investment Advisersother loss of a portfolio manager, LLC and or other circumstances that the Adviser determines could adversely affect the Fund. This Agreement may also be terminated immediately, without the payment of even date herewithany penalty, by the Adviser if the Sub-adviser becomes subject to any enforcement actions or administrative proceedings that the Adviser reasonably expects to have a material and adverse effect on the Sub-Adviser's ability to perform under the Agreement. This Agreement shall terminate automatically and immediately (i) upon termination of the Advisory Agreement between the Adviser and the Fund and (ii) in the event of its assignment, except as otherwise provided by . The Sub-adviser shall promptly notify the Adviser of any rule of, transaction or action by, other event that results in an assignment of this Agreement within the SEC or under Cayman Islands lawmeaning of the 1940 Act. The terms “"assignment” " and “"vote of a majority of the outstanding voting securities” " shall have the meaning set forth for such terms meanings ascribed to them in the 1940 Act. In conjunction with the event of a termination of this Agreement, those paragraphs of this Agreement which govern the parties agree conduct of the Parties' future interactions with respect to negotiate a plan of transition the Sub-adviser having provided investment advisory services to the Fund for the Company in good faithduration of the Agreement, including, but not limited to, paragraphs 2(k), (l), and (m), 6, 7, 9, 11 and 12, shall survive the termination of the Agreement. This Agreement may be amended by written instrument at any time by the Adviser Sub-adviser and the CompanyAdviser, subject to approval by the Company’s Board of Directors and the Trust’s Board of Trustees and, if required by applicable law or SEC rules, rules and regulations, or orders, a vote of a majority of the Portfolio’s Fund's outstanding voting securities.

Renewal, Termination and Amendment. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, for a period of one year until December 31, 2013 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 Company is specifically approved at least annually (i) by vote of the holders of a majority of the outstanding voting securities of the Company or (ii) by vote of a majority of the Company’s Board of Directors and by a vote of a majority of the Trust’s Board of Trustees, and further provides that such continuance is also approved annually by the vote of a majority of the Trustees of the Trust who are not interested persons of the Trust or the Trust’s investment adviser. This Agreement may be terminated as to the Company at any time, without payment of any penalty, by the Company’s Board of Directors, by the Trust’s Board of Trustees or by a vote of the majority of the outstanding voting securities of the Company upon 60 days’ prior written notice to the Adviser, or by the Adviser upon 90 days’ prior written notice to the Company, 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 Brighthouse Investment MetLife Advisers, LLC and the Trust or the Subadvisory Agreement between Brighthouse Investment MetLife Advisers, LLC and the Adviser of even date herewithdated April 18, 2011. This Agreement shall terminate automatically and immediately in the event of its assignment, except as otherwise provided by any rule of, or action by, the SEC or under Cayman Islands law. 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. In conjunction with the termination of this Agreement, the parties agree to negotiate a plan of transition for the Company in good faith. This Agreement may be amended by written instrument at any time by the Adviser and the Company, subject to approval by the Company’s Board of Directors and 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.