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 Global Small Capitalization Portfolio
Met/Franklin Income Portfolio
Met/Franklin Mutual Shares Portfolio
Met/▇▇▇▇▇▇▇▇▇ Growth Portfolio
Met/Franklin ▇▇▇▇▇▇▇▇▇ 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
Allocation Portfolio, American Funds Growth Allocation Portfolio,
American Funds Moderate Allocation Portfolio, American Funds Bond
Portfolio (formerly Met/American Bond Portfolio), American Funds
Growth Portfolio (formerly Met/American Growth Portfolio), American
Funds Growth-Income Portfolio (formerly Met/American Growth-Income
Portfolio) and American Funds International Portfolio (formerly
Met/American 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: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Treasurer
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SCHEDULE A
TO
AMENDMENT NO. 12
DISTRIBUTION AGREEMENT
CLASS C 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
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Portfolios Added by Amendment No. 2:
Met/American Growth Portfolio (renamed American Funds Growth Portfolio)
Met/American Growth-Income Portfolio (renamed American Funds Growth-Income
Portfolio)
Met/American International Portfolio (renamed American Funds International
Portfolio)
Met/American Bond Portfolio (renamed American Funds Bond Portfolio)
Portfolios Added by Amendment No. 3:
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Real Estate Portfolio (renamed Clarion Global 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
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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
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Portfolios Added by Amendment No. 12:
American Funds Balanced Allocation Portfolio
American Funds Growth Allocation Portfolio
American Funds Moderate Allocation Portfolio
American Funds Global Small Capitalization Portfolio
Met/Franklin Income Portfolio
Met/Franklin Mutual Shares Portfolio
Met/▇▇▇▇▇▇▇▇▇ Growth Portfolio
Met/Franklin ▇▇▇▇▇▇▇▇▇ Founding Strategy Portfolio
Portfolios Deleted by Amendment No. 12:
MFS Value Portfolio
Batterymarch Mid-Cap Stock Portfolio
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