AMENDMENT NO. 5
TO
SECOND AMENDED AND RESTATED DISTRIBUTION AGREEMENT
CLASS C SHARES
METLIFE INVESTORS DISTRIBUTION COMPANY
AMENDMENT NO. 5 to Second Amended and Restated Distribution Agreement
("Amendment No. 5"), dated as of May 1, 2005, 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 and November 3, 2004
(the "Original Agreement" or "Agreement") as herein provided. All terms used in
this Amendment No. 5, 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 portfolio ("New Portfolio")
on the terms and conditions contained in the Agreement:
Xxx Xxxxxx Xxxxxxxx Portfolio
2. Effective Date. The effective date of this Amendment No. 5 shall be May
1, 2005 with respect to the New Portfolio.
3. Duration of Agreement. This Agreement shall continue in effect until
August 31, 2006 with respect to the New Portfolios and thereafter will continue
on a year to year basis with respect to the 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 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. 5 as of the date first above set forth.
MET INVESTORS SERIES TRUST METLIFE INVESTORS DISTRIBUTION COMPANY
By: /s/ Xxxxxxxxx X. Forget By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------------- ----------------------------------
Xxxxxxxxx X. Forget Xxxxxxx X. Xxxxxxx
President
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SCHEDULE A
TO
AMENDMENT NO. 5
DISTRIBUTION AGREEMENT
CLASS C SHARES
Portfolios in Original Agreement:
X.X. Xxxxxx Quality Bond
X.X. Xxxxxx Small Cap Stock (now known as Met/Xxxxxx Capital Opportunities)
X.X. Xxxxxx Enhanced Index
X.X. Xxxxxx Select Equity
X.X. Xxxxxx International Equity
Lord Xxxxxx Bond Debenture
Lord Xxxxxx Mid-Cap Value
Lord Xxxxxx Developing Growth
Lord Xxxxxx Growth and Income
Lord Xxxxxx Growth Opportunities
PIMCO Total Return
PIMCO Money Market (now known as Money Market)
PIMCO Innovation (now known as RCM Global Technology)
MFS Mid Cap Growth (now known as X. Xxxx Price Mid-Cap Growth)
MFS Research International
Met/Xxxxxx Research
Janus Aggressive Growth
Xxxxxxxxxxx Capital Appreciation
Met/AIM Small Cap Growth
Met/AIM Mid Cap Equity
State Street Research Concentrated International (now known as Xxxxxx Oakmark
International)
Third Avenue Small Cap Value
Portfolios Added by Amendment No. 1:
Lord Xxxxxx America's Value
PIMCO Inflation Protected Bond
Portfolios Deleted by Amendment No. 1:
X.X. Xxxxxx Enhanced Index
X.X. Xxxxxx International Equity
Lord Xxxxxx Developing Growth
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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
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
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