5
AMENDMENT NO. 11
TO
SECOND AMENDED AND RESTATED DISTRIBUTION AGREEMENT
CLASS B SHARES
METLIFE INVESTORS DISTRIBUTION COMPANY
AMENDMENT NO. 11 to Second Amended and Restated Distribution Agreement
("Amendment No. 11"), dated as of November 1, 2007, 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 B 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 and November 1, 2006 (the "Original Agreement" or "Agreement") as
herein provided. All terms used in this Amendment No. 11, unless defined herein
to the contrary, shall have the meaning given such terms in the Agreement.
1. New Portfolio. The Trust hereby authorizes MID to participate in the
distribution of Class B shares of the following new portfolio ("New Portfolio")
on the terms and conditions contained in the Agreement:
Rainier Large Cap Equity Portfolio
2. Effective Date. The effective date of this Amendment No. 11 shall be
November 1, 2007 with respect to the New Portfolio.
3. Duration of Agreement. This Agreement shall continue in effect until
August 31, 2008 with respect to the New Portfolio and thereafter will continue
on a year to year basis with respect to the New Portfolio 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.
4. Schedule A. Schedule A to the Agreement, setting forth the
Portfolios of the Trust for which MID is authorized to distribute Class B
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. 11 as of the date first above set forth.
MET INVESTORS SERIES TRUST METLIFE INVESTORS DISTRIBUTION
COMPANY
By: By:
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▇▇▇▇▇▇▇▇▇ ▇. Forget
President
SCHEDULE A
TO
AMENDMENT NO. 11
DISTRIBUTION AGREEMENT
CLASS B SHARES
Portfolios in Original Agreement:
▇.▇. ▇▇▇▇▇▇ Quality Bond Portfolio
▇.▇. ▇▇▇▇▇▇ Small Cap Stock Portfolio (now known as Met/▇▇▇▇▇▇ Capital
Opportunities Portfolio)
▇.▇. ▇▇▇▇▇▇ Enhanced Index Portfolio
▇.▇. ▇▇▇▇▇▇ Select Equity Portfolio
▇.▇. ▇▇▇▇▇▇ International Equity Portfolio
Lord ▇▇▇▇▇▇ Bond Debenture Portfolio
Lord ▇▇▇▇▇▇ Mid-Cap Value Portfolio
Lord ▇▇▇▇▇▇ Developing Growth Portfolio
Lord ▇▇▇▇▇▇ Growth and Income Portfolio
Lord ▇▇▇▇▇▇ Growth Opportunities Portfolio (now known as ▇▇▇ ▇▇▇▇▇▇ 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 ▇. ▇▇▇▇ Price Mid-Cap Growth
Portfolio)
MFS Research International Portfolio
Met/▇▇▇▇▇▇ Research Portfolio
Janus Aggressive Growth Portfolio (now known as ▇▇▇▇ ▇▇▇▇▇ Aggressive
Growth Portfolio)
▇▇▇▇▇▇▇▇▇▇▇ Capital Appreciation Portfolio
Met/AIM Small Cap Growth Portfolio
Met/AIM Mid Cap Equity Portfolio
State Street Research Concentrated International Portfolio (now known as
▇▇▇▇▇▇ Oakmark International Portfolio)
Third Avenue Small Cap Value Portfolio
Portfolios Added by Amendment No. 1:
Lord ▇▇▇▇▇▇ America's Value Portfolio
PIMCO Inflation Protected Bond Portfolio
Portfolios Deleted by Amendment No. 1:
▇.▇. ▇▇▇▇▇▇ Enhanced Index Portfolio ▇.▇. ▇▇▇▇▇▇ International Equity Portfolio
Lord ▇▇▇▇▇▇ 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:
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Real Estate Portfolio
▇▇▇▇▇▇ Mid-Cap Growth Portfolio
▇▇▇▇▇▇▇ ▇▇▇▇▇ 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:
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Portfolio
Portfolios Deleted by Amendment No. 5:
▇. ▇. ▇▇▇▇▇▇ Quality Bond Portfolio
▇. ▇. ▇▇▇▇▇▇ 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:
▇▇▇▇ ▇▇▇▇▇ Value Equity Portfolio
Portfolios Deleted by Amendment No. 7:
Met/▇▇▇▇▇▇ 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)
▇▇▇▇▇▇ ▇▇▇▇▇▇ 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
▇▇▇▇ ▇▇▇▇▇ 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