AMENDMENT NO. 2
TO AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
AMENDMENT NO. 2 to the Amended and Restated Expense Limitation Agreement,
dated as of May 1, 2003, by and between Met Investors Advisory LLC (the
"Manager") and Met Investors Series Trust (the "Trust").
The Manager and the Trust hereby agree to modify and amend (1) the Amended
and Restated Expense Limitation Agreement effective as of October 9, 2001 (the
"Agreement") between Met Investors Advisory Corp. (now known as Met Investors
Advisory LLC) and the Trust and (2) Amendment No. 1 to Amended and Restated
Expense Limitation Agreement dated May 1, 2002, between the Manager and the
Trust ("Amendment No. 1"). The amendments are as follows:
1. New Portfolios The Manager and the Trust have determined to add the (1)
--------------
Lord Xxxxxx America's Value Portfolio and (2) PIMCO Inflation Protected Bond
Portfolio ("New Portfolios") to the Agreement on the terms and conditions
contained in the Agreement, and at the level of the expense limitation
applicable to the New Portfolios as set forth in the attached schedule.
2. Schedule A Schedule A to Amendment No. 1, which sets forth the
----------
Portfolios of the Trust, is hereby replaced in its entirety by Amendment No. 2
to Schedule A attached hereto.
3. Applicable Expense Limit Section 1.1 of the Agreement is amended as
------------------------
follows:
To the extent that the aggregate expenses of every character incurred by a
Portfolio in any fiscal year, including but not limited to investment management
fees of the Manager and expenses for which payment has not been made (but
excluding interest, taxes, brokerage commissions, other expenditures which are
capitalized in accordance with generally accepted accounting principles, other
extraordinary expenses not incurred in the ordinary course of such Portfolio's
business, amounts payable pursuant to a plan adopted in accordance with Rule
12b-1 under the 1940 Act, and expenses for which payment has been made through
the use of all or a portion of brokerage commissions [or markups or markdowns]
generated by that Portfolio) ("Portfolio Operating Expenses"), exceed the
Maximum Annual Operating Expense Limit, such excess amount (the "Excess Amount")
shall be the liability of the Manager.
4. Reimbursement Section 2.1 of the Agreement is amended as follows:
-------------
If in any year in which the Management Agreement is still in effect, the
estimated aggregate Portfolio Operating Expenses of a Portfolio for the fiscal
year are less than the Maximum Annual Operating Expense Limit for that year,
subject to approval by the Trust's Board of Trustees as provided in Section 2.2
below, the Manager shall be entitled to reimbursement by such Portfolio, in
whole or in part as provided below, of the investment management fees waived or
reduced and other payment remitted by the Manager to such Portfolio pursuant to
Section 1 hereof. The total amount of reimbursement to which the Manager may be
entitled ("Reimbursement Amount") shall equal, at any time, the sum of all
investment management fees previously waived or reduced by the Manager and all
other payments remitted
by the Manager to the Portfolio, pursuant to Section 1 hereof, during any of the
previous five (5) fiscal years, less any reimbursement previously paid by such
Portfolio to the Manager, pursuant to Sections 2.2. or 2.3 hereof, with respect
to such waivers, reductions, and payments. The Reimbursement Amount shall not
include any additional charges or fees whatsoever, including, E.G., interest
accruable on the Reimbursement Amount.
5. Board Approval Section 2.2 of the Agreement is amended as follows:
--------------
No reimbursement shall be paid to the Manager with respect to any Portfolio
pursuant to this provision, unless the Trust's Board of Trustees has determined
that the payment of such reimbursement is in the best interests of such
Portfolio and its shareholders. The Trust's Board of Trustees shall determine in
advance whether any reimbursement may be paid to the Manager with respect to any
Portfolio, which determination shall be made at least annually or more often, if
needed. Upon receipt of such approval, the Manager shall provide to the Board of
Trustees on a quarterly basis the reimbursed amounts paid to the Manager for the
prior quarter.
6. Method of Computation Section 2.3 of the Agreement is amended as
---------------------
follows:
To determine each Portfolio's payments, if any, to reimburse the Manager
for the Reimbursement Amount, each month the Portfolio Operating Expenses of
each Portfolio shall be annualized as of the last day of the month. If the
annualized Portfolio Operating Expenses of a Portfolio for any month are less
than the Maximum Annual Operating Expense Limit of such Portfolio, such
Portfolio shall pay to the Manager an amount sufficient to increase the
annualized Portfolio Operating Expenses of that Portfolio to an amount no
greater than the Maximum Annual Operating Expense Limit of that Portfolio,
provided that such amount paid to the Manager will in no event exceed the total
Reimbursement Amount.
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. 2 as of the date first above set forth.
MET INVESTORS SERIES TRUST ON BEHALF MET INVESTORS ADVISORY LLC
OF EACH OF ITS PORTFOLIOS
By: /s/ Xxxxxxxxx X. Forget By: /s/ Xxxxxxxxx X. Forget
--------------------------------- ------------------------------------
Xxxxxxxxx X. Forget Xxxxxxxxx X. Forget
President President
2
AMENDMENT NO. 2
SCHEDULE A
MAXIMUM ANNUAL OPERATING EXPENSE LIMITS
This Agreement relates to the following Portfolios of the Trust:
Maximum Annual
Name of Portfolio Operating Expense Limit
----------------- -----------------------
X.X. Xxxxxx Quality Bond Portfolio 0.70%
Lord Xxxxxx Bond Debenture Portfolio 0.75%
Lord Xxxxxx Mid-Cap Value Portfolio None
Lord Xxxxxx Growth and Income Portfolio None
Lord Xxxxxx Growth Opportunities Portfolio 0.90%
Lord Xxxxxx America's Value Portfolio 0.80%
PIMCO Money Market Portfolio None
PIMCO Total Return Portfolio None
PIMCO Innovation Portfolio 1.10%
PIMCO Inflation Protected Bond Portfolio 0.70%
Xxxxxxxxxxx Capital Appreciation Portfolio 0.75%
X. Xxxx Price Mid-Cap Growth Portfolio 0.95%
MFS Research International Portfolio 1.10%
Janus Aggressive Growth Portfolio 0.90%
Met/Xxxxxx Research Portfolio 0.90%
Met/AIM Small Cap Growth Portfolio 1.05%
Met/AIM Mid Cap Equity Portfolio 0.95%
Xxxxxx Oakmark International Portfolio 1.20%
Third Avenue Small Cap Value Portfolio 1.00%
3
