AMENDMENT NO. 12
TO
SECOND AMENDED AND RESTATED DISTRIBUTION AGREEMENT
CLASS C SHARES
METLIFE INVESTORS DISTRIBUTION COMPANY
AMENDMENT NO. 12 to Second Amended and Restated Distribution Agreement
("Amendment No. 12"), dated as of April 28, 2008, by and between Met Investors
Series Trust (the "Trust") and MetLife Investors Distribution Company ("MID").
The Trust and MID agree to modify and amend the Second Amended and Restated
Distribution Agreement relating to Class C Shares dated as of August 30, 2002,
as amended on May 1, 2003, November 1, 2003, April 30, 2004, November 3, 2004,
May 1, 2005, September 30, 2005, November 1, 2005, December 19, 2005, May 1,
2006, November 1, 2006 and May 1, 2007 (the "Original Agreement" or "Agreement")
as herein provided. All terms used in this Amendment No. 12, unless defined
herein to the contrary, shall have the meaning given such terms in the
Agreement.
1. New Portfolios. The Trust hereby authorizes MID to participate in
the distribution of Class C shares of the following new portfolios ("New
Portfolios") on the terms and conditions contained in the Agreement:
American Funds Balanced Allocation Portfolio
American Funds Growth Allocation Portfolio
American Funds Moderate Allocation Portfolio
American Funds Bond Portfolio
American Funds Global Small Capitalization Portfolio
American Funds Growth Portfolio
American Funds Growth-Income Portfolio
American Funds International Portfolio
Met/Franklin Income Portfolio
Met/Franklin Mutual Shares Portfolio
Met/Xxxxxxxxx Growth Portfolio
Met/Franklin Xxxxxxxxx Founding Strategy Portfolio
2. Compensation. Section 5 of the Second Amended and Restated
Distribution is hereby amended to read in whole as follows:
As compensation to MID for services rendered and expenses
borne as a distributor hereunder, each Portfolio, except
American Funds Balanced Strategy Portfolio, American Funds
Growth Strategy Portfolio, American Funds Moderate Strategy
Portfolio, American Funds Bond Portfolio, American Funds
Global Small Capitalization Portfolio, American Funds Growth
Portfolio, American Funds Growth-Income Portfolio and American
Funds International Portfolio, shall pay MID a monthly fee
(payable on or before the fifth (5th) business day of the
following month) at a rate equal to 0.50% per annum of the
average daily net assets of the Portfolio attributable to
Class C shares with respect to which MID provides services
and/or assumes expenses under the Class C Distribution Plan.
Each of the above American Funds Portfolios shall pay MID a
monthly rate equal to 0.55% per annum of average daily net
assets. MID may, but need not, pay or charge Participating
Insurance Companies pursuant to Sales Agreements, as described
in Section 2 hereof.
3. Effective Date. The effective date of this Amendment No. 12 shall be
April 28, 2008 with respect to the New Portfolio.
4. Duration of Agreement. This Agreement shall continue in effect until
August 31, 2009 with respect to the New Portfolios and thereafter will continue
on a year to year basis with respect to the New Portfolios only so long as the
continuance is specifically approved at least annually either by (a) the Board
of Trustees of the Trust or (b) persons having voting rights in respect of the
Trust, by the vote stated in Section 11 of the Agreement, voted in accordance
with the provisions contained in the Participation Agreement (as defined in the
Agreement); provided, however, that in either event such continuance shall also
be approved by a vote of a majority of the Trustees of the Trust who are not
interested persons of any party to the Agreement, cast in person at a meeting
called for the purpose of voting on such approval.
5. Schedule A. Schedule A to the Agreement, setting forth the
Portfolios of the Trust for which MID is authorized to distribute Class C
Shares, is hereby replaced in its entirety by Schedule A attached hereto.
Except as modified and amended hereby, the Agreement is hereby ratified
and confirmed in full force and effect in accordance with its terms.
IN WITNESS WHEREOF, the parties have executed and delivered this
Amendment No. 12 as of the date first above set forth.
MET INVESTORS SERIES TRUST METLIFE INVESTORS DISTRIBUTION
COMPANY
By: By:
----------------------- ----------------------------
Xxxxxxxxx X. Forget
President
SCHEDULE A
TO
AMENDMENT NO. 12
DISTRIBUTION AGREEMENT
CLASS C SHARES
Portfolios in Original Agreement:
X.X. Xxxxxx Quality Bond Portfolio
X.X. Xxxxxx Small Cap Stock Portfolio (now known as Met/Xxxxxx Capital
Opportunities Portfolio)
X.X. Xxxxxx Enhanced Index Portfolio
X.X. Xxxxxx Select Equity Portfolio
X.X. Xxxxxx International Equity Portfolio
Lord Xxxxxx Bond Debenture Portfolio
Lord Xxxxxx Mid-Cap Value Portfolio
Lord Xxxxxx Developing Growth Portfolio
Lord Xxxxxx Growth and Income Portfolio
Lord Xxxxxx Growth Opportunities Portfolio (now known as Xxx Xxxxxx
Mid Cap Growth Portfolio)
PIMCO Total Return Portfolio
PIMCO Money Market Portfolio (now known as Money Market Portfolio)
PIMCO Innovation Portfolio (now known as RCM Global Technology Portfolio)
MFS Mid Cap Growth Portfolio (now known as X. Xxxx Price Mid Cap
Growth Portfolio)
MFS Research International Portfolio
Met/Xxxxxx Research Portfolio
Janus Aggressive Growth Portfolio (now known as Xxxx Xxxxx Aggressive
Growth Portfolio)
Xxxxxxxxxxx Capital Appreciation Portfolio
Met/AIM Small Cap Growth Portfolio
Met/AIM Mid Cap Equity Portfolio
State Street Research Concentrated International Portfolio (now known as
Xxxxxx Oakmark International Portfolio)
Third Avenue Small Cap Value Portfolio
Portfolios Added by Amendment No. 1:
Lord Xxxxxx America's Value Portfolio
PIMCO Inflation Protected Bond Portfolio
Portfolios Deleted by Amendment No. 1:
X.X. Xxxxxx Enhanced Index Portfolio
X.X. Xxxxxx International Equity Portfolio
Lord Xxxxxx Developing Growth Portfolio
Portfolios Added by Amendment No. 2:
Met/American Growth Portfolio
Met/American Growth-Income Portfolio
Met/American International Portfolio
Met/American Bond Portfolio
Portfolios Added by Amendment No. 3:
Xxxxxxxxx Xxxxxx Real Estate Portfolio (now known as Clarion
Global Real Estate Portfolio)
Xxxxxx Mid-Cap Growth Portfolio
Xxxxxxx Xxxxx Mid-Cap Value Portfolio
Portfolios Added by Amendment No. 4:
MetLife Defensive Strategy Portfolio
MetLife Moderate Strategy Portfolio
MetLife Balanced Strategy Portfolio
MetLife Growth Strategy Portfolio
MetLife Aggressive Strategy Portfolio
Portfolios Added by Amendment No. 5:
Xxx Xxxxxx Xxxxxxxx Portfolio
Portfolios Deleted by Amendment No. 5:
X.X. Xxxxxx Quality Bond Portfolio
X.X. Xxxxxx Select Equity Portfolio
Money Market Portfolio
Portfolios Added by Amendment No. 6:
Cyclical Growth and Income ETF Portfolio
Cyclical Growth ETF Portfolio
Portfolios Added by Amendment No. 7:
Xxxx Xxxxx Value Equity Portfolio
Portfolios Deleted by Amendment No. 7:
Met/Xxxxxx Research Portfolio
Portfolios Added by Amendment No. 8:
Lazard Mid-Cap Portfolio
Portfolios Deleted by Amendment No. 8:
Met/AIM Mid Cap Core Equity Portfolio
Portfolios Added by Amendment No. 9:
Met/AIM Capital Appreciation Portfolio
Batterymarch Growth and Income Portfolio
Batterymarch Mid-Cap Stock Portfolio
Federated High Yield Portfolio (now known as BlackRock High Yield Portfolio)
Xxxxxx Xxxxxx Global Markets Portfolio
Mercury Large-Cap Core Portfolio (now known as BlackRock Large Cap
Core Portfolio)
MFS Emerging Markets Equity Portfolio
MFS Value Portfolio
Pioneer Fund Portfolio
Pioneer Strategic Income Portfolio
Pioneer Mid-Cap Portfolio
Dreman Small-Cap Value Portfolio
Janus Capital Appreciation Portfolio
Xxxx Xxxxx Partners Managed Assets Portfolio
Portfolios Added by Amendment No. 10:
Strategic Growth and Income Portfolio
Strategic Growth Portfolio
Strategic Conservative Growth Portfolio
Portfolios Added by Amendment No. 11:
Rainier Large Cap Equity Portfolio
Portfolios Added by Amendment No. 12:
American Funds Balanced Allocation Portfolio
American Funds Growth Allocation Portfolio
American Funds Moderate Allocation Portfolio
American Funds Bond Portfolio
American Funds Global Small Capitalization Portfolio
American Funds Growth Portfolio
American Funds Growth-Income Portfolio
American Funds International Portfolio
Met/Franklin Income Portfolio
Met/Franklin Mutual Shares Portfolio
Met/Xxxxxxxxx Growth Portfolio
Met/Franklin Xxxxxxxxx Founding Strategy Portfolio
Portfolios Deleted by Amendment No. 12:
MFS Value Portfolio
Batterymarch Mid-Cap Stock Portfolio
