AMENDMENT NO. 3 TO INVESTMENT ADVISORY AGREEMENT
This Amendment No. 3 to the Investment Advisory Agreement (the "Agreement")
dated February 12, 2001, as amended January 11, 2007 and February 1, 2008 by and
between Pacific Investment Management Company LLC, (the "Adviser"), and Met
Investors Advisory Corp. (now known as Met Investors Advisory, LLC, a Delaware
limited liability company (the "Manager"), with respect to the PIMCO Total
Return Portfolio, is entered into effective the 22nd day of May, 2008.
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. Schedule A of the Agreement is amended in whole to read as follows:
Should Aggregate Assets (as defined below) be at $3 billion or above, the
following fee schedule shall apply to the following Portfolio:
PERCENTAGE OF AVERAGE DAILY NET ASSETS
--------------------------------------
PIMCO Total Return Portfolio 0.25% on the first $1 billion
0.225% thereafter
"Aggregate Assets" shall mean assets managed by Adviser, on behalf of the
Manager, in all sub advised, non-pooled accounts, excluding assets held in
PIMCO Funds Variable Insurance Trust, PIMCO Funds or private pooled funds
such as PIMCO Absolute Return Strategy Offshore Fund Ltd. and PIMCO Global
Credit Opportunity Offshore Fund Ltd.
Should such Aggregate Assets fall below $3 billion, the following fee
schedule shall apply to the following Portfolio:
PERCENTAGE OF AVERAGE DAILY NET ASSETS
--------------------------------------
PIMCO Total Return Portfolio 0.25%
2. Services of the Adviser
A new section 15 is added as follows:
15. Notwithstanding any other provision to the contrary, the Adviser shall
have no obligation to perform the following services or to have employees of the
Adviser perform the following roles, as applicable:
(a) filing material for distribution to shareholders of the Trust,
including statistical information about the Trust and material
regarding the Trust's performance or investments;
(b) providing employees of the Adviser to serve as officers of the
Trust; or
(c) providing employees of the Adviser to serve as the Trust's Chief
Compliance Officer and associated staff.
3. Full Force and Effect
Except as modified herein, the terms and conditions of the Agreement
remain unchanged and in full force and effect. All capitalized terms not
otherwise defined herein shall have the meaning set forth in the Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed on the 22nd day of May, 2008.
MET INVESTORS ADVISORY, LLC
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Authorized Officer
PACIFIC INVESTMENT MANAGEMENT
COMPANY LLC
By: /s/ Xxxxx X. Xxxxxx
------------------------------------
Managing Director
Xxxxx X. Xxxxxx
