PRE 14A
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pre14adoc.txt
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the Appropriate Box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240. 14a-12
Met Investors Series Trust
(Name of Registrant as Specified in Its Charter)
N/A
(Name of Person Filing Proxy Statement, if Other Than the Registrant)
Payment of filing fee (check the appropriate box):
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[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
______________________________________________________________
(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11 (a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule
and the date of its filing.
(1) Amount Previously Paid: _________________________
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(4) Date Filed: _________________________
MET INVESTORS SERIES TRUST
5 Park Plaza
Suite 1900
Irvine, California 92614
August __, 2006
Dear Contract Owner:
As an Owner of a variable contract (the "Contract") issued by MetLife
Investors USA Insurance Company, First MetLife Investors Insurance Company,
MetLife Insurance Company of Connecticut and MetLife Life and Annuity Company of
Connecticut (each an "Insurance Company"), you have the right to instruct the
Insurance Company how to vote certain shares of the BlackRock High Yield
Portfolio (known prior to August 21, 2006 as the Federated High Yield Portfolio)
(the "Portfolio") of Met Investors Series Trust (the "Trust") at a Special
Meeting of Shareholders to be held on October 20, 2006. Although you are not
directly a shareholder of the Portfolio, some or all of your Contract value is
invested, as provided by your Contract, in the Portfolio. Accordingly, you have
the right under your Contract to instruct the Insurance Company how to vote the
Portfolio's shares that are attributable to your Contract at the Special
Meeting. Before the Special Meeting, I would like your vote on the important
proposal described in the accompanying Notice of Special Meeting of Shareholders
and Proxy Statement. For the Portfolio, you will be asked to vote on an
Amendment to the Management Agreement. Under the proposed amendment, the amount
of the management fee, through the elimination of breakpoints, will effectively
stay constant instead of decreasing as the Portfolio's assets grow. However, at
the Portfolio's current asset level there will be no increase in the management
fee.
Currently, Met Investors Advisory LLC (the "Manager") manages the Portfolio
under a Management Agreement and receives a management fee from the Portfolio
based on the Portfolio's net assets. Out of the management fee, the Manager
compensates a separate investment adviser for the Portfolio. The Manager has the
ability, without shareholder approval, to change the Portfolio's investment
adviser has resigned a new investment adviser. The Portfolio's current
investment adviser has resigned effective August 21, 2006. The Manager, with the
approval of the Board of Trustees, has determined to replace the current
investment adviser of the Portfolio with BlackRock Financial Management, Inc. as
investment adviser to the Portfolio commencing August 21, 2006. On August 21,
2006, the Portfolio changed its name from Federated High Yield Portfolio to
BlackRock High Yield Portfolio.
To obtain this quality investment adviser, the Manager is required to pay a
level investment advisory fee regardless of the Portfolio's asset level as
opposed to the current schedule of advisory fees which provides for breakpoints
as the Portfolio's assets increase. Therefore, the Manager has asked the
Trustees to approve the elimination of future breakpoints in the management fee
paid to the Manager with respect to the Portfolio. This proposal would not
change the management fee the Portfolio currently pays to the Manager. In
addition, if the amendment is approved, the management fee the Portfolio would
pay to the Manager would be lower than the management fee the Portfolio paid to
an affiliate of the Manager prior to May 2006.
The Board of Trustees has approved the proposal and recommends that you
vote FOR the proposal.
I realize that this Proxy Statement will take time to review, but your vote
is very important. Please take the time to familiarize yourself with the
proposal. If you attend the meeting, you may give your voting instructions in
person. If you do not expect to attend the meeting, please complete, date, sign
and return the enclosed voting instructions form in the enclosed postage-paid
envelope. You may also transmit your voting instructions through the Internet.
Instructions on how to complete the voting instructions form or vote through the
Internet are included immediately after the Notice of Special Meeting.
If you have any questions about the voting instructions form please call
the Trust at 1-800-848-3854. If we do not receive your completed voting
instructions form or your Internet vote within several weeks, you may be
contacted by Computershare Fund Services, our proxy solicitor, who will remind
you to pass on your voting instructions.
Thank you for taking this matter seriously and participating in this
important process.
Sincerely,
/s/ Elizabeth M. Forget
Elizabeth M. Forget
President
Met Investors Series Trust
MET INVESTORS SERIES TRUST
5 Park Plaza
Suite 1900
Irvine, California 92614
BlackRock High Yield Portfolio
(formerly Federated High Yield Portfolio)
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To be Held on October 20, 2006
To the Shareholders of Met Investors Series Trust:
NOTICE IS HEREBY GIVEN THAT a Special Meeting of the Shareholders of the
BlackRock High Yield Portfolio (formerly known as Federated High Yield
Portfolio) of Met Investors Series Trust (the "Trust"), a Delaware business
trust, will be held at the offices of the Trust, 5 Park Plaza, Suite 1900,
Irvine, California 92614 on October 20, 2006 at 9:00 a.m. Pacific Time and any
adjournments thereof (the "Special Meeting") for the following purposes:
1. To approve or disapprove an amendment to the management agreement
between the Trust and Met Investors Advisory LLC, the manager of
the Trust.
2. To transact such other business as may properly come before the
Special Meeting or any adjournment thereof.
The Board of Trustees has fixed the close of business on August 11, 2006 as
the record date for determination of shareholders entitled to notice of and to
vote at the Special Meeting.
By order of the Board of Trustees
Richard L. Pearson
Secretary
August __, 2006
CONTRACT OWNERS WHO DO NOT EXPECT TO ATTEND THE SPECIAL MEETING ARE REQUESTED TO
COMPLETE, SIGN, DATE AND RETURN THE ACCOMPANYING VOTING INSTRUCTIONS FORM IN THE
ENCLOSED ENVELOPE, WHICH NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES, OR
FOLLOW THE INSTRUCTIONS IN THE MATERIALS RELATING TO INTERNET VOTING.
INSTRUCTIONS FOR THE PROPER EXECUTION OF THE VOTING INSTRUCTIONS FORM ARE SET
FORTH IMMEDIATELY FOLLOWING THIS NOTICE. IT IS IMPORTANT THAT THE FORM BE
RETURNED PROMPTLY.
INSTRUCTIONS FOR SIGNING VOTING INSTRUCTIONS FORMS
The following general rules for signing voting instructions forms may be of
assistance to you and avoid the time and expense to the Trust involved in
validating your vote if you fail to sign your voting instruction form properly.
1. Individual Accounts: Sign your name exactly as it appears in the
registration on the voting instruction form.
2. Joint Accounts: Either party may sign, but the name of the party
signing should conform exactly to the name shown in the
registration on the voting instruction form.
3. All Other Accounts: The capacity of the individual signing the
voting instruction form should be indicated unless it is
reflected in the form of registration. For example:
Registration Valid Signature
Corporate Accounts
(1) ABC Corp.................................ABC Corp.
(2) ABC Corp.................................John Doe, Treasurer
(3) ABC Corp.
c/o John Doe, Treasurer.............John Doe, Trustee
(4) ABC Corp. Profit Sharing Plan.......John Doe, Trustee
Trust Accounts
(1) ABC Trust...........................Jane B. Doe,
Trustee
(2) Jane B. Doe, Trustee u/t/d
12/28/78............................Jane B. Doe
Custodial or Estate Accounts
(1) John B. Smith, Cust.
f/b/o John B. Smith, Jr. UGMA.. ....John B. Smith
(2) Estate of John B. Smith..................John B. Smith, Jr.,
Executor
INSTRUCTIONS FOR VOTING OVER THE INTERNET
To provide voting instructions via the Internet follow the four easy steps
below.
1. Read the accompanying proxy information and voting instructions form.
2. Go to http://vote.proxy-direct.com.
3. Enter the "CONTROL NO." and "SECURITY CODE" from the upper right hand corner
of your voting instructions form.
4. Follow the simple online instructions.
You do not need to return your voting instructions form if you vote via an
Internet site.
MET INVESTORS SERIES TRUST
BlackRock High Yield Portfolio
(formerly Federated High Yield Portfolio)
5 Park Plaza
Suite 1900
Irvine, California 92614
SPECIAL MEETING OF SHAREHOLDERS
October 20, 2006
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of
voting instructions by the Board of Trustees of Met Investors Series Trust (the
"Trust") for the BlackRock High Yield Portfolio (known prior to August 21, 2006
as the Federated High Yield Portfolio) (the "Portfolio") of the Trust, for use
at a Special Meeting of Shareholders of the Portfolio to be held at 9:00 a.m.
Pacific Time on October 20, 2006 at the offices of the Trust, 5 Park Plaza,
Suite 1900, Irvine, California, 92614, and any adjournments thereof (the
"Special Meeting"). A notice of the Special Meeting and a voting instructions
form accompany this Proxy Statement. This Proxy Statement and the accompanying
Notice of Special Meeting and voting instructions form are first being mailed to
shareholders on or about August __, 2006. In addition to solicitations of
proxies by mail, beginning on or about September __, 2006, proxy solicitations
may also be made by telephone, e-mail or personal interviews conducted by
officers of the Trust; regular employees of Met Investors Advisory LLC, the
Trust's manager (the "Manager"); the Trust's proxy solicitor; or other
representatives of the Trust. The Trust has retained Computershare Fund Services
as the Trust's proxy solicitor for the Special Meeting of Shareholders. The
costs of solicitation and expenses incurred in connection with preparing this
Proxy Statement and its enclosures will be paid by the Manager. The Trust's most
recent annual and semi-annual reports as well as reports with respect to the
Portfolio's predecessor are available upon request without charge by writing the
Trust at the above address or calling the Trust toll-free at 1-800-848-3854.
MetLife Investors USA Insurance Company, First MetLife Investors Insurance
Company, MetLife Insurance Company of Connecticut and MetLife Life and Annuity
Company of Connecticut, affiliates of Metropolitan Life Insurance Company, a New
York life insurance company("MetLife"), (individually an "Insurance Company" and
collectively the "Insurance Companies"), are the record owners of the
Portfolio's shares and at the Meeting will vote the shares of the Portfolio held
in their separate accounts.
As an owner of a variable life insurance or annuity contact (a "Contract")
issued by the Insurance Company, you have the right to instruct the Insurance
Company how to vote the shares of the Portfolio that are attributable to your
Contract at the Meeting. Although you are not directly a shareholder of the
Portfolio, you have this right because some or all of your Contract value is
invested, as provided by your Contract, in the Portfolio. For simplicity, in
this Proxy Statement:
o "Record Holder" of the Portfolio refers to each Insurance Company
which holds the Portfolio's shares of record;
o "shares" refers generally to your shares of beneficial interest
in the Portfolio; and
o "shareholder" or "Contract Owner" refers to you.
SUMMARY OF THE PROPOSAL
The Manager currently provides investment advisory services to the
Portfolio under a management agreement dated December 8, 2000, and amended May
1, 2006 (as amended, the "Current Management Agreement"). The Manager, 5 Park
Plaza, Suite 1900, Irvine, California, 92614, has overall responsibility for the
general management and administration of the Portfolio. The Manager selects the
investment adviser for the Portfolio and monitors the investment adviser's
investment program. Out of the management fee it receives under the Current
Management Agreement, the Manager pays the fees of the investment adviser.
At the Meeting, shareholders of the Portfolio will be asked to approve an
amendment to the Current Management Agreement (the "Amendment") between the
Trust and the Manager with respect to the Portfolio. Under the Amendment, the
Manager would have the same responsibilities as set forth in the Current
Management Agreement but, through the elimination of breakpoints, would at
certain asset levels effectively receive an increased management fee from the
Portfolio which would offset its costs in paying an increased fee to the
Portfolio's new Adviser.
At a meeting of the Trustees of the Trust held on August 10, 2006, all of
the Trustees present, including a majority of the Trustees who are not
"interested persons" (the "Independent Trustees") of the Trust or the Manager,
voted to approve the Amendment and to recommend that shareholders of the
Portfolio approve the Amendment.
Background
The Trust is a series-type mutual fund that is registered with the
Securities and Exchange Commission as an open-end, diversified management
investment company. As of July 31, 2006, the Trust had forty-three portfolios,
one of which is the BlackRock High Yield Portfolio. As described below with
respect to the change of investment adviser for the Portfolio, effective August
21, 2006, the Portfolio's name was changed from Federated High Yield Portfolio
to BlackRock High Yield Portfolio. The assets of the Portfolio are held separate
from the assets of the other portfolios, and the Portfolio has its own distinct
investment objectives and policies. The Portfolio operates as a separate
investment fund, and the income, losses, or expenses of the Portfolio generally
have no effect on the investment performance of any other portfolio. MetLife
Investors Distribution Company, 5 Park Plaza, Suite 1900, Irvine, California
92614, an affiliate of the Manager, is the Trust's principal underwriter. State
Street Bank and Trust Company, Two Avenue de Lafayette, Boston, Massachusetts
02111, is the Trust's administrator.
Under the Current Management Agreement, the Manager has overall supervisory
responsibility for the general management and investment of the Portfolio's
assets and for the general administration and management of the Trust. As
authorized by the Current Management Agreement, the Manager selects and
contracts with an investment adviser (the "Adviser") for investment services for
the Portfolio and reviews the Adviser's activities. The Manager pays the Adviser
for its services a portion of the management fee the Manager receives with
respect to the Portfolio. The Adviser is not an affiliate of the Manager.
Section 15(a) of the 1940 Act requires that all agreements under which
persons serve as investment managers or investment advisers to investment
companies be approved by shareholders. The Securities and Exchange Commission
has granted exemptive relief to the Trust and the Manager which generally
permits the Manager, subject to the approval of the Board of Trustees, to: (i)
select an Adviser for the Portfolio; (ii) enter into and materially modify
existing investment advisory agreements between the Manager and the Adviser; and
(iii) terminate and replace the Adviser without obtaining approval of the
Portfolio's shareholders.
The Proposed Amendment
Effective May 1, 2006, the assets of the Federated High Yield Portfolio of
The Travelers Series Trust, were transferred to the Portfolio and Federated
Investment Management Company ("Federated") provided investment advisory
services to the Portfolio. Shortly thereafter, Federated determined that it no
longer wished to be the Adviser to the Portfolio and effective August 21, 2006,
Federated resigned.
After reviewing potential replacement Advisers, the Manager proposed to the
Board of Trustees and, on August 10, 2006 of the Trustees present approved the
investment advisory agreement between the Manager and BlackRock Financial
Management, Inc. ("BlackRock") with respect to the Portfolio (which was renamed
the BlackRock High Yield Portfolio). Information about BlackRock is set forth in
Appendix B to this Proxy Statement.
The new investment advisory agreement with BlackRock provides for an
investment advisory fee schedule payable by the Manager to BlackRock in an
amount, at certain asset levels, greater than the amounts payable under the
advisory fee schedule by the Manager to Federated. Set forth below is the
schedule of fees as a percentage of average daily net assets paid by the Manager
to Federated and the fees that are payable to BlackRock. As of July 31, 2006,
the Portfolio's net assets were $76 million.
Adviser/Fee
OLD - Federated - 0.35% of first $150 million of such assets, plus 0.30% of such
assets over $150 million up to $250 million, plus 0.25% of such assets over $250
million
NEW - BlackRock - 0.35% of such net assets
As a result of the increased investment advisory cost to the Manager for
the Portfolio as assets grow over $150 million, the Manager proposed and all of
the Trustees present at the Board meeting approved, subject to shareholder
approval, the elimination of future breakpoints in the management fee paid to
the Manager with respect to the Portfolio. The current fee paid to the Manager
is 0.60% of the first $150 million of average daily net assets, plus 0.55% of
such assets over $150 million up to $250 million plus 0.50% of such assets over
$250 million. The proposed new fee is 0.60% of average daily net assets.
Although the proposed new fee schedule, through the elimination of breakpoints,
will effectively increase the management fee paid by the Portfolio as assets
grow over $150 million, the new fee schedule will not increase or decrease the
amount of the fee retained by the Manager. The full amount of the fee increase
will be passed on to the new Adviser. Management's primary goal in the new fee
schedule was to compensate the new Adviser at competitive levels, while
maintaining the amount of the management fee retained by the Manager. If
approved by shareholders, the Amendment will go into effect on November 1, 2006.
Basis for the Board's Recommendation. In evaluating and approving the
Amendment, the Board, including the Independent Trustees, in consultation with
their separate counsel, requested and evaluated information provided by the
Manager which, in its opinion, constituted all the information necessary for the
Board to form a judgment as to whether the new management fee set forth in the
Amendment would be in the best interest of the Portfolio and its shareholders.
In recommending that shareholders approved the Amendment, the Board
considered all factors that it deemed relevant, including:
(i) the investment management fee and other expenses that would be paid by
the Portfolio under the Amendment as compared to those of similar funds managed
by other investment advisers. The Trustees noted in particular that, for the
Portfolio, the new investment management fee would be within the range of
contractual fee rates at similar asset levels for funds within the current
variable insurance marketplace having similar investment focus and asset types,
as indicated in material prepared for the Board by the Manager based on
information contained in publicly available documents and information supplied
by Lipper Analytical Services. The Trustees noted that the Amendment would have
no effect on the Manager's profitability. The Trustees also noted that the
Portfolio's predecessor, prior to May 1, 2006, paid its then Adviser a
management fee of 0.65%;
(ii) the impact of the proposed changes in the investment management fee
rate on the Portfolio's total expense ratio including the fact that under the
Manager's Expense Limitation Agreement with the Trust, the 0.95% limit through
April 30, 2007 on management fees and other expenses would not change. Since the
Manager is currently waiving a portion of its management fees, even if the
Portfolio's assets grow substantially, shareholders will not pay any increased
expenses until subsequent to April 30, 2007. The Trustees noted that it is
anticipated the Expense Limitation Agreement will be renewed subsequent to April
30, 2007;
(iii) the historical investment performance of the Portfolio, as well as
the new Adviser's historical performance with comparable mutual funds, its
portfolio managers and other investment personnel. The Trustees noted that the
historical performance of BlackRock's comparable retail fund was superior over
the one - and five-year periods ended December 31, 2005 to the performance of
the Portfolio and its predecessors under the management of Federated;
(iv) the Board's confidence in the Manager's recommendation based on the
Board's favorable experience with the nature and quality of investment
management services provided by the Manager to the Portfolio; and
(v) possible growth in the Portfolio's assets due to potential of improved
performance by the new Adviser resulting in possible economies of scale in
managing the Portfolio.
In considering the Amendment, the Board concluded that the proposed new
management fee schedule will: (i) over the long-term, enable the Manager to
continue to provide high-quality investment management services to the Portfolio
at a reasonable and competitive fee rate; and (ii) enable the Manager to provide
investment management services to the Portfolio at levels consistent with the
increased demands of the current variable products marketplace.
If the Amendment is not approved by the shareholders of the Portfolio, Met
Investors Advisory LLC would continue as Manager of the Portfolio under the
terms of the Current Management Agreement without such Amendment.
Summary of the Current Management Agreement and the Amendment
A copy of the Current Management Agreement, as currently amended with
respect to the Portfolio and the proposed Amendment are attached to this Proxy
Statement as Exhibit A. The following description of the Current Management
Agreement and the Amendment is only a summary. You should refer to Exhibit A for
the complete Current Management Agreement and the Amendment.
The Current Management Agreement provides that the Manager has overall
supervisory responsibility for the general management and investment of the
Portfolio's assets and has full investment discretion with respect to the assets
of the Portfolio not then being managed by an Adviser. The Manager is expressly
authorized to delegate day-to-day investment management of the Portfolio's
assets to another investment adviser.
The Current Management Agreement also provides that the Manager is also
responsible for providing the Trust with office space, office equipment, and
personnel necessary to operate and administer the Trust's business. The Manager
also supervises the provision of services by third parties such as the Trust's
administrator, custodian and transfer agent.
The Current Management Agreement provides that the Manager will be paid a
fee with respect to the Portfolio based on the Portfolio's average daily net
assets. Under the Amendment, the amount of the management fee, through the
elimination of breakpoints, will effectively stay constant instead of decreasing
if assets of the Portfolio exceed $150 million. If the Portfolio's assets do not
exceed $150 million, no increased fee will be paid to the Manager. As of July
31, 2006 the Portfolio's net assets were $76 million. The management fee in
effect for the Portfolio and the aggregate amount of compensation paid to the
Manager by the Portfolio during the Trust's fiscal period May 1, 2006 through
July 31, 2006 is set forth in Table 1. If the proposed management fee for the
Portfolio of 0.60% of all daily net assets would have been in effect for the
period May 1, 2006 through July 31, 2006, no increase in compensation would have
been paid to the Manager.
TABLE 1
------------------------------------------------------------ ---------------------------------------------------------
Current Management Fee Aggregate Management Fee Paid During Period May 1, 2006
(as a % of net assets) through July 31, 2006*
------------------------------------------------------------ ---------------------------------------------------------
------------------------------------------------------------ ---------------------------------------------------------
0.60% up to $150 million; 0.55% in excess of $150 million $117,625
up to $250 million; 0.50% in excess of $250 million
------------------------------------------------------------ ---------------------------------------------------------
* Pursuant to the Expense Limitation Agreement, until April 30, 2007, the
Portfolio's total operating expenses, exclusive of commissions and Rule 12b-1
fees, are limited to 0.95% of the Portfolio's average daily net assets. The
Manager waived $6,722 in management fees.
In order for you to understand the potential impact of elimination of
breakpoints in the fee schedule payable to the Manager by the Portfolio, Tables
2 and 3 set forth what the management fee currently in effect and the proposed
management fee would have been and the aggregate amount of compensation paid to
the Manager for the period May 1, 2006 through July 31, 2006 if the Portfolio's
net assets were $200 million and $300 million, respectively, throughout the
period. Tables 2 and 3 assume that no expense limitation was in effect.
TABLE 2
------------------------------------------------------ --------------------------------------------------------
Pro Forma Current Management Fee Payable During Period
May 1, 2006 through July 31, 2006
Pro Forma Net Assets
------------------------------------------------------ --------------------------------------------------------
------------------------------------------------------ --------------------------------------------------------
$200 million $296,164
------------------------------------------------------ --------------------------------------------------------
------------------------------------------------------ --------------------------------------------------------
Pro Forma Proposed Management Fee Payable During
Period May 1, 2006 through July 31, 2006
Pro Forma Net Assets
------------------------------------------------------ --------------------------------------------------------
------------------------------------------------------ --------------------------------------------------------
$200 million $302,466
------------------------------------------------------ --------------------------------------------------------
TABLE 3
------------------------------------------------------ --------------------------------------------------------
Pro Forma Current Management Fee Payable During Period
May 1, 2006 through July 31, 2006
Pro Forma Net Assets
------------------------------------------------------ --------------------------------------------------------
------------------------------------------------------ --------------------------------------------------------
$300 million $428,493
------------------------------------------------------ --------------------------------------------------------
------------------------------------------------------ --------------------------------------------------------
Pro Forma Proposed Management Fee Payable During
Period May 1, 2006 through July 31, 2006
Pro Forma Net Assets
------------------------------------------------------ --------------------------------------------------------
------------------------------------------------------ --------------------------------------------------------
$300 million $453,699
------------------------------------------------------ --------------------------------------------------------
None of the increased amounts in management fees payable to the Portfolio
on assets in excess of $150 million under the Amendment will be retained by the
Manager. All such amounts will be paid by the Manager to the Adviser.
Table A in Appendix A to this Proxy Statement shows: the annualized level
of all fees and expenses incurred by the Portfolio's Class A shares (the
Portfolio's only class of shares) during the period May 1, 2006 through July 31,
2006 at current asset and possible future asset levels under the current
investment management fee schedule; the annualized level of all fees and
expenses that would have been incurred by the Portfolio during the period May 1,
2006 through July 31, 2006 at current asset and possible future asset levels
under the proposed new investment management fee schedule; and the dollar and
percentage differences between the two.
Table 4 below compares, at various asset sizes, the actual overall
recurring expenses for the Portfolio's Class A shares under the Current
Management Agreement for the period May 1, 2006 through July 31, 2006 and the
estimated overall recurring Portfolio expenses under the proposed Amendment if
the Amendment had been in effect for the period May 1, 2006 through July 31,
2006. The table does not reflect separate account expenses, including sales
loads. The table reflects annualized Portfolio operating expenses calculated as
a percentage of average daily net assets.
The Example is to help you compare the cost of investing in the Portfolio
with the cost of investing in other funds. It assumes that you invest $10,000 in
the Portfolio for the time periods indicated and then you redeem all of your
shares at the end of those periods. The example also assumes that (i) your
investment has a 5% return each year, (ii) the Portfolio's operating expenses
remain the same with limitation until April 30, 2007, and (iii) all dividends
and distributions are reinvested. The example is presented on a current and pro
forma basis. Your actual costs may be higher or lower.
TABLE 4
-------------------------- --------------------------- ----------------------------- ---------------------------
Class A Class A Class A
(Current Assets) ($200 million of assets) ($300 million of assets)
-------------------------- --------------------------- ----------------------------- ---------------------------
-------------------------- ------------- ------------- --------------- ------------- ------------- -------------
Current Pro Forma Current Pro Forma Current Pro Forma
-------------------------- ------------- ------------- --------------- ------------- ------------- -------------
-------------------------- ------------- ------------- --------------- ------------- ------------- -------------
Management Fee 0.60% 0.60% 0.59% 0.60% 0.57% 0.60%
-------------------------- ------------- ------------- --------------- ------------- ------------- -------------
-------------------------- ------------- ------------- --------------- ------------- ------------- -------------
12b-1 Fees --- --- --- --- --- ---
-------------------------- ------------- ------------- --------------- ------------- ------------- -------------
-------------------------- ------------- ------------- --------------- ------------- ------------- -------------
Other Expenses 0.26% 0.26% 0.08% 0.08% 0.06% 0.06%
-------------------------- ------------- ------------- --------------- ------------- ------------- -------------
-------------------------- ------------- ------------- --------------- ------------- ------------- -------------
Total Portfolio 0.86% 0.86% 0.67% 0.68% 0.63% 0.66%
Operating Expenses Prior
to Waivers and
Reimbursements(1)
-------------------------- ------------- ------------- --------------- ------------- ------------- -------------
-------------------------- ------------- ------------- --------------- ------------- ------------- -------------
Contractual Waivers and (0.01)% (0.01)% 0.00% 0.00% 0.00% 0.00%
Reimbursement
-------------------------- ------------- ------------- --------------- ------------- ------------- -------------
-------------------------- ------------- ------------- --------------- ------------- ------------- -------------
Net Portfolio Operating 0.85% 0.85% 0.67% 0.68% 0.63% 0.66%
Expenses After Waivers
and Reimbursement
-------------------------- ------------- ------------- --------------- ------------- ------------- -------------
(1) The Manager and the Trust have entered into an Expense Limitation Agreement
where the Total Portfolio Operating Expenses for the Class A shares will not
exceed 0.95% for the period ended April 30, 2007 and in any year in which
Agreement to in effect. Under certain circumstances, any fees waived or expenses
reimbursed by the Manager may, with the approval of the Trust's Board of
Trustees, be repaid to the Manager.
Example:
------------------ --------------------------------- -------------------------------- --------------------------------
Class A Class A Class A
(Current Assets) ($200 million of assets) ($300 million of assets)
------------------ --------------------------------- -------------------------------- --------------------------------
------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
Current Pro Forma Current Pro Forma Current Pro Forma
------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
After 1 Year $88 $88 $69 $70 $65 $68
------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
After 3 Years $273 $273 $215 $218 $202 $212
------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
After 5 Years $474 $474 $374 $380 $352 $369
------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
After 10 Years $1,053 $1,053 $837 $849 $788 $825
------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
The Current Management Agreement provides that the Trust is responsible for
all expenses other than those expressly assumed by the Manager. The Trust is
responsible for, among other things, (1) the Manager's fees; (2) legal and audit
expenses; (3) fees for registration of Trust shares; (4) fees of the Trust's
administrator, transfer agent, registrar, custodian, dividend disbursing agent,
and shareholder servicing agent; (5) taxes; (6) brokerage and other transaction
expenses; (7) interest expenses; (8) expenses of shareholders' and Trustees'
meetings; (9) printing of share certificates and preparing, printing and mailing
notices, proxy material, reports to regulatory bodies, and reports to
shareholders; (10) expenses of preparing and typesetting of prospectuses and
expenses of printing and mailing of prospectuses to existing Trust shareholders;
(11) insurance premiums; (12) charges of an independent pricing service; (13)
expenses related to the purchase and redemption of Trust shares; (14)
association membership dues; (15) fees and expenses of Trustees and executive
officers of the Trust who are not "affiliated persons" of the Manager or the
Adviser within the meaning of the 1940 Act; and (16) nonrecurring expenses, such
as the cost of litigation.
The Current Management Agreement provides that the Manager is not liable
for its acts or omissions under the Agreement, but that the Manager is not
protected against liability arising out of its own willful misfeasance, bad
faith, or gross negligence in the performance of its duties.
The Current Management Agreement provides (1) that it will continue in
effect with respect to the Portfolio for a period of two years from its date and
indefinitely thereafter if approved at least annually by a majority vote of the
shares of the Portfolio or a majority of the Trustees and by a majority of the
Independent Trustees; (2) that it may be terminated as to the Portfolio, without
penalty, by the Trustees or by the vote of a majority of the outstanding shares
of the Portfolio upon 60 days' prior written notice; (3) that it may be
terminated by the Manager on 90 days' prior written notice to the Trust; and (4)
that it will terminate automatically in the event of its "assignment" as such
term is defined in the 1940 Act.
Portfolio Transactions
Subject to the supervision and control of the Manager and the Trustees of
the Trust, the Portfolio's Adviser is responsible for decisions to buy and sell
securities for its account and for the placement of its portfolio business and
the negotiation of commissions, if any, paid on such transactions. Brokerage
commissions are paid on transactions in equity securities traded on a securities
exchange and on options, futures contracts and options thereon. Fixed income
securities and certain equity securities in which the Portfolio invests are
traded in the over-the-counter market. These securities are generally traded on
a net basis with dealers acting as principal for their own account without a
stated commission, although prices of such securities usually include a profit
to the dealer. In over-the-counter transactions, orders are placed directly with
a principal market maker unless a better price and execution can be obtained by
using a broker. In underwritten offerings, securities are usually purchased at a
fixed price which includes an amount of compensation to the underwriter
generally referred to as the underwriter's concession or discount. Certain money
market securities may be purchased directly from an issuer, in which case no
commissions or discounts are paid. U.S. government securities are generally
purchased from underwriters or dealers, although certain newly-issued U.S.
government securities may be purchased directly from the U.S. Treasury or from
the issuing agency or instrumentality. The Portfolio's Adviser is responsible
for effecting its portfolio transactions and will do so in a manner deemed fair
and reasonable to the Portfolio and not according to any formula. The primary
consideration in all portfolio transactions will be prompt execution of orders
in an efficient manner at a favorable price. In selecting broker-dealers and
negotiating commissions, the Adviser considers the firm's reliability, the
quality of its execution services on a continuing basis, confidentiality,
including trade anonymity and its financial condition. When more than one firm
is believed to meet these criteria, preference may be given to brokers that
provide the Portfolio or its Adviser with brokerage and research services within
the meaning of Section 28(e) of the Securities Exchange Act of 1934. In doing
so, the Portfolio may pay higher commission rates than the lowest available when
its Adviser believes of it is reasonable to do so in light of the nature of the
brokerage and research services provided by the broker effecting the
transaction. The Portfolio's Adviser is of the opinion that, because this
material must be analyzed and reviewed, its receipt and use does not tend to
reduce expenses but may benefit the Portfolio or other accounts managed by the
Adviser by supplementing the Adviser's research.
It has for many years been a common practice in the investment advisory
business for advisers of investment companies and other institutional investors
to receive research services from broker-dealers which execute portfolio
transactions for the clients of such advisers. Consistent with this practice,
the Portfolio's Adviser receives research services from many broker-dealers with
which the Adviser places the Portfolio's transactions. The Adviser may also
receive research or research credits from brokers which are generated from
underwriting commissions when purchasing new issues of fixed income securities
or other assets for the Portfolio. These services, which in some cases may also
be purchased for cash, include such matters as general economic and security
market reviews, industry and company reviews, evaluations of securities and
recommendations as to the purchase and sale of securities.
As noted above the Adviser may purchase new issues of securities for the
Portfolio in underwritten fixed price offerings. In these situations, the
underwriter or selling group member may provide the Adviser with research in
addition to selling the securities (at the fixed public offering price) to the
Portfolio or other advisory clients. Because the offerings are conducted at a
fixed price, the ability to obtain research from a broker-dealer in this
situation provides knowledge that may benefit the Portfolio, other investment
advisory clients, and the Adviser without incurring additional costs. These
arrangements may not fall within the safe harbor of Section 28(e) because the
broker-dealer is considered to be acting in a principal capacity in underwritten
transactions. However NASD Regulation, Inc. has adopted rules expressly
permitting broker-dealers to provide bona-fide research to advisers in
connection with fixed price offerings under certain circumstances. As a general
matter in these situations, the underwriter or selling group member will provide
research credits at a rate that is higher than that which is available for
secondary market transactions.
The Board of Trustees has approved a Statement of Directed Brokerage
Policies and Procedures for the Trust pursuant to which the Trust may direct the
Manager to cause the Adviser to effect securities transactions through
broker-dealers in a manner that would help to generate resources to (i) pay the
cost of certain expenses which the Trust is required to pay or for which the
Trust is required to arrange payment pursuant to the management agreement
("Directed Brokerage"). The Trustees will review the levels of Directed
Brokerage for the Portfolio on a quarterly basis.
The Adviser may effect portfolio transactions for other investment
companies and advisory accounts. Research services furnished by broker-dealers
through which the Portfolio effects its securities transactions may be used by
the Portfolio's Adviser in servicing all of its accounts; not all such services
may be used in connection with the Portfolio. In the opinion of the Adviser, it
is not possible to measure separately the benefits from research services to
each of its accounts, including the Portfolio. Whenever concurrent decisions are
made to purchase or sell securities by the Portfolio and another account, the
Portfolio's Adviser will attempt to allocate equitably portfolio transactions
among the Portfolio and other accounts. In making such allocations between the
Portfolio and other accounts, the main factors to be considered are the
respective investment objectives, the relative size of portfolio holdings of the
same or comparable securities, the availability of cash for investment, the size
of investment commitments generally held, and the opinions of the persons
responsible for recommending investments to the Portfolio and the other
accounts. In some cases this procedure could have an adverse effect of the
Portfolio. In the opinion of the Adviser, however, the results of such
procedures will, on the whole, be in the best interest of each of the accounts.
The Adviser to the Portfolio may execute portfolio transactions through
certain of its affiliated brokers, if any, acting as agent in accordance with
the procedures established by the Board of Trustees, but will not purchase any
securities from or sell any securities to any such affiliate acting as principal
for its own account.
For the period May 1, 2006 (commencement of operations) through July 31,
2006, the Portfolio paid no brokerage commissions. No commissions were paid to
any affiliated broker of the Manager or the Adviser.
Distribution Plan
The Portfolio has not adopted for its Class A shares a plan pursuant to
Rule 12b-1 under the 1940 Act.
Other Information
The Current Management Agreement with respect to the Portfolio was approved
by the Trustees of the Trust (including all of the Independent Trustees) on
February 16, 2006, and by the initial shareholder of the Portfolio on April 28,
2006.
MetLife Investors Group, Inc., 5 Park Plaza, Suite 1900, Irvine, California
92614, an affiliate of MetLife, owns all of the Manager's outstanding common
stock. MetLife is a publicly held New York life insurance company. The managers
and principal executive officers of the Manager, along with the principal
occupation of each, are set forth in Exhibit B.
VOTING INFORMATION CONCERNING THE MEETING
The Insurance Companies, through their separate accounts, own all of the
shares of the Portfolio, and are the shareholders of record of the Portfolio at
the close of business on the Record Date (defined below). Each Insurance Company
is entitled to be present and vote at the Meeting with respect to such shares of
the Portfolio. Each Insurance Company has undertaken to vote its shares or
abstain from voting its shares of the Portfolio for the Contract Owners of the
Portfolio in accordance with voting instructions received on a timely basis from
those Contract Owners. In connection with the solicitation of such voting
instructions, each Insurance Company will furnish a copy of this Proxy Statement
to Contract Owners.
The number of shares as to which voting instructions may be given under a
Contract is determined by the number of full and fractional shares of the
Portfolio held in a separate account with respect to that particular Contract.
In voting on the proposal, each full share of the Portfolio is entitled to one
vote and any fractional share is entitled to a fractional vote. All share
classes of the Portfolio will vote as a single class.
Voting instructions may be revoked by executing and delivering later-dated
signed voting instructions to the Insurance Company, or by attending the Meeting
in person and instructing the Insurance Company how to vote your shares. Unless
revoked, all valid voting instructions will be voted, or the Insurance Company
will abstain from voting, in accordance with the specifications thereon or, in
the absence of such specifications, FOR approval of the proposal.
If you wish to participate in the Meeting, you may submit the voting
instructions form included with this Proxy Statement, vote by the Internet or
attend in person and provide your voting instructions to the Insurance Company.
(Guidelines on providing voting instructions and voting by the Internet are
immediately after the Notice of Special Meeting).
If the enclosed voting instructions form is properly executed and returned
in time to be voted at the Meeting, the shares represented by the voting
instructions form will be voted, or the Insurance Company will abstain from
voting, in accordance with the instructions marked on the returned voting
instructions form.
o Unless instructions to the contrary are marked on the voting instructions
form, it will be voted FOR the proposal and FOR any other matters deemed
appropriate.
o Voting instructions forms which are properly executed and returned but are
not marked with voting instructions will be voted FOR the proposal and FOR
any other matters deemed appropriate.
Interests in Contracts for which no timely voting instructions are received
will be voted, or the Insurance Company will abstain from voting, in the same
proportion as the Insurance Company votes shares for which it has received
voting instructions from other Contract Owners. The Insurance Company will also
vote, or abstain from voting, any shares in its general account which are not
attributable to Contracts in the same proportion as it votes shares held in all
of the Insurance Company's registered separate accounts, in the aggregate.
Approval of the proposal set forth in this Proxy Statement requires the
affirmative vote of a majority of the outstanding voting securities of the
Portfolio cast at a shareholders' meeting duly called and at which a quorum is
present (the presence in person or by proxy of holders entitled to cast at least
33 1/3% of the votes at any shareholders' meeting). Abstentions will be counted
for purposes of determining a quorum, but will not be included in the amount of
shares voted. As of the Record Date, the shareholders of record of the Portfolio
were the Insurance Companies. Since the Insurance Companies are the legal owners
of the shares, attendance by the Insurance Companies at the Meeting will
constitute a quorum under the Declaration of Trust of the Trust.
Under the Investment Company Act of 1940, as amended ("1940 Act"), a
majority of a Portfolio's outstanding voting securities is defined as the lesser
of (1) 67% of the outstanding shares represented at a meeting at which more than
50% of the Portfolio's outstanding shares are present in person or represented
by proxy or (2) more than 50% of the Portfolio's outstanding voting securities
(a "Majority Vote").
If sufficient votes to approve the proposal set forth in this Proxy
Statement are not received, the persons named as proxies on a proxy form sent to
the Record Holders may propose one or more adjournments of the Meeting to permit
further solicitation of voting instructions. In determining whether to adjourn
the Meeting, the following factors may be considered: the percentage of votes
actually cast, the percentage of negative votes actually cast, the nature of any
further solicitation and the information to be provided to Contract Owners with
respect to the reasons for the solicitation. Any adjournment will require an
affirmative vote of a majority of those shares represented at the Meeting in
person or by proxy. The persons named as proxies will vote upon such adjournment
after consideration of all circumstances which may bear upon a decision to
adjourn the Meeting.
The Board of Trustees has fixed the close of business on August 11, 2006 as
the record date (the "Record Date") for the determination of shareholders of the
Portfolio entitled to notice of and to vote at the Special Meeting. The number
of shares of the Portfolio outstanding on the Record Date was 9,083,397.257.
As of August 11, 2006, the officers and the Trustees of the Trust as a
group beneficially owned less that 1% of the shares of the Portfolio. To the
knowledge of the Trust, no person, as of August 11, 2006, was entitled to give
voting instructions to an Insurance Company with respect to 5% or more of the
Portfolio's shares.
In order that your shares may be represented at the Special Meeting, you
are requested to:
o Indicate your instructions on the enclosed voting instructions form;
o date and sign the voting instructions form;
o mail the voting instructions form in the enclosed envelope, which requires
no postage if mailed in the United States; and
o allow sufficient time for the voting instructions form to be received on or
before 9:00 a.m. Pacific Time on October 20, 2006.
You may also vote by the Internet.
OTHER MATTERS
Submission of Shareholder Proposals
The Trust is not generally required to hold annual or special meetings of
shareholders. Shareholders wishing to submit proposals for inclusion in a proxy
statement for a subsequent shareholders' meeting should send their written
proposals to the Assistant Secretary of the Trust, c/o State Street Bank and
Trust Company, Two Avenue de Lafayette, Boston, Massachusetts 02111.
Shareholders' Request for Special Meeting
Shareholders holding at least 10% of the Trust's outstanding voting
securities (as defined in the 1940 Act) may require the calling of a meeting of
the Trust's shareholders for the purpose of voting on the removal of any Board
member. Meetings of the Trust's shareholders for any other purpose will also be
called by the Board when request in writing by shareholders holding at least 10%
of the shares then outstanding or, if the Board members shall fail to call or
give notice of any meeting of shareholders for a period of 30 days after such
application, shareholders holding at least 10% of the shares then outstanding
may call and give notice of such meeting.
Other Matters to Come Before the Meeting
The Board does not intend to present any other business at the Special
Meeting other than as described in this Proxy Statement, nor is the Board aware
that any shareholder intends to do so. If, however, any other matters are
properly brought before the Special Meeting, the persons named in the proxy card
executed by the Insurance Company will vote thereon in accordance with their
judgment.
IT IS IMPORTANT THAT VOTING INSTRUCTION FORMS BE RETURNED PROMPTLY. SHAREHOLDERS
WHO DO NOT EXPECT TO ATTEND THE MEETING ARE THEREFORE URGED TO COMPLETE, SIGN,
DATE, AND RETURN THE FORM AS SOON AS POSSIBLE IN THE ENCLOSED POSTAGE PAID
ENVELOPE.
August __, 2006
APPENDIX A
TABLE A
The table below shows at various asset levels (i) the annualized level of
all fees and expenses incurred by the Portfolio's Class A shares under the
current investment management fee schedule during the three month period from
May 1, 2006 through July 31, 2006, (ii) the annualized level of all fees and
expenses that would have been incurred by the Portfolio under the amended
management fee schedule during the three month period from May 1, 2006 through
July 31, 2006, and (iii) the dollar difference and percentage differences
between the two.
-------------------------------- --------------------- ----------------------- ---------------------- ---------------------
% Difference
Difference Between Between Current and
Current and Pro Pro Forma Aggregate
Current Aggregate Pro Forma Aggregate Forma Aggregate Fees Fees and Expenses
Fees and Expenses Fees and Expenses and Expenses
-------------------------------- --------------------- ----------------------- ---------------------- ---------------------
-------------------------------- --------------------- ----------------------- ---------------------- ---------------------
Current Asset Level of 0.85% 0.85% $0 0%
Approximately $76 million
-------------------------------- --------------------- ----------------------- ---------------------- ---------------------
-------------------------------- --------------------- ----------------------- ---------------------- ---------------------
Assumed Asset Level of $200 0.67% 0.68% $25,000 2.13%
million
-------------------------------- --------------------- ----------------------- ---------------------- ---------------------
-------------------------------- --------------------- ----------------------- ---------------------- ---------------------
Assumed Asset Level of $300 0.63% 0.66% $100,000 5.88%
million
-------------------------------- --------------------- ----------------------- ---------------------- ---------------------
APPENDIX B
INFORMATION CONCERNING BLACKROCK FINANCIAL MANAGEMENT, INC. ("BLACKROCK")
BlackRock was organized in 1994 and is currently a wholly owned subsidiary
of BlackRock, Inc. which had approximately $464 billion of assets under
management as of June 30, 2006.
BlackRock, Inc. and Merrill Lynch & Co., Inc. (Merrill Lynch) announced on
February 15, 2006 that they had reached an agreement pursuant to which Merrill
Lynch will contribute its investment management business, Merrill Lynch
Investment Managers (MLIM), to BlackRock, Inc., one of the largest publicly
traded investment management firms in the United States, to form a new asset
management company that will be one of the world's preeminent, diversified
global money management organizations with approximately $1 trillion in assets
under management (the Transaction). The new company will operate under the
BlackRock name and be governed by a board of directors with a majority of
independent members. Merrill Lynch will own no more than 49.8% of the total
issued and outstanding capital stock of the new company and it will own no more
than 45% of the new company's common stock and The PNC Financial Services Group,
Inc. (PNC), which currently holds a majority interest in BlackRock, Inc., will
retain approximately 34% of the new company's common stock. Each of Merrill
Lynch and PNC has agreed that it will vote all of its shares on all matters in
accordance with the recommendation of BlackRock, Inc.'s board. Completion of the
Transaction is subject to various regulatory approvals, client consents,
approval by BlackRock shareholders and customary conditions. The Transaction has
been approved by the boards of directors of Merrill Lynch, BlackRock, Inc. and
PNC and is expected to close at the end of the third quarter of 2006.
The investment management decisions for the Portfolio are made by a team of
investment professionals at BlackRock, including the following individuals who
have day-to-day responsibility: Jeff Gary, Managing Director of BlackRock
Financial Management, Inc. (BFM) since 2003, and Scott Amero, Managing Director
of BFM since 1990.
Mr. Gary is the head of the High Yield Team and is a member of the
Investment Strategy Group. Prior to joining BFM in 2003, he was a Managing
Director and portfolio manager with AIG (American General) Investment Group.
Mr. Amero is a senior strategist and portfolio manager with responsibility
for overseeing all fixed income sector strategy and the overall management of
client portfolios. He is also the head of Global Credit research and a member of
BlackRock's Management Committee and Investment Strategy Group.
Mr. Gary and Mr. Amero have been portfolio managers of the Portfolio since
August, 2006
EXHIBIT A - 1
MANAGEMENT AGREEMENT
December 8, 2000
Met Investors Advisory Corp.
610 Newport Center Drive
Suite 1350
Newport Beach, CA 92660
Ladies and Gentlemen:
Met Investors Series Trust (the "Trust"), a Delaware business trust created
pursuant to an Agreement and Declaration of Trust, herewith confirms its
agreement with Met Investors Advisory Corp., a Delaware corporation (the
"Manager"), as follows:
Investment Description; Appointment
The Trust desires to employ its capital by investing and reinvesting in
investments of the kind and in accordance with the limitations specified in its
Agreement and Declaration of Trust, as amended from time to time, and in its
registration statement filed with the Securities and Exchange Commission ("SEC")
on Form N-1A, as amended from time to time (the "Registration Statement"), and
in such manner and to such extent as may from time to time be approved by the
Board of Trustees. The Trust has designated the separate investment portfolios
set forth in Schedule A. The Trust may in the future designate additional
separate investment portfolios. Such existing and future portfolios are
hereinafter referred to as the "Portfolios." Copies of the Registration
Statement and the Trust's Agreement and Declaration of Trust, as amended, have
been or will be submitted to the Manager. The Manager is registered as an
investment adviser under the Investment Advisers Act of 1940, as amended, and is
engaged in the business of rendering investment advisory services to registered
investment companies. The Trust desires to employ the Manager to act as its
investment manager. The Manager accepts this appointment and agrees to furnish
the services described herein for the compensation set forth below. The Manager
will be an independent contractor and will have no authority to act for or
represent the Trust in any way or otherwise be deemed an agent unless expressly
authorized by this Agreement or another writing signed by the Trust and the
Manager.
Services as Manager
Subject to the supervision and direction of the Board of Trustees of the
Trust, the Trust acknowledges and agrees that the Manager may, at its own
expense, select a person or persons to act as investment adviser (an "Adviser")
to render investment advice to each of the Portfolios. Each such Adviser shall
make all determinations with respect to the Portfolio's assets for which it has
responsibility in accordance with the Portfolio's investment objectives,
policies, and restrictions as stated in the Trust's Agreement and Declaration of
Trust, By-Laws, and the Registration Statement as from time to time in effect;
provided, that any contract with an Adviser (an "Advisory Agreement") shall be
in compliance with and approved as required by the Investment Company Act of
1940, as amended (the "1940 Act") or as otherwise permitted by the SEC.
Subject to the supervision and direction of the Trustees of the Trust, the
Manager will have (i) overall supervisory responsibility for the general
management and investment of each Portfolio's assets; (ii) full discretion to
select new or additional Advisers for each Portfolio; (iii) full discretion to
enter into and materially modify existing Advisory Agreements with Advisers;
(iv) full discretion to terminate and replace any Adviser; and (v) full
investment discretion to make all determinations with respect to the investment
of a Portfolio's assets not then managed by an Adviser. In connection with the
Manager's responsibilities herein, the Manager will assess each Portfolio's
investment focus and will seek to implement decisions with respect to the
allocation and reallocation of each Portfolio's assets among one or more current
or additional Advisers from time to time, as the Manager deems appropriate, to
enable each Portfolio to achieve its investment goals. In addition, the Manager
will monitor compliance of each Adviser with the investment objectives,
policies, and restrictions of any Portfolio or Portfolios (or portions of any
Portfolio) under the management of such Adviser, and review and report to the
Trustees of the Trust on the performance of each Adviser. The Manager will
furnish, or cause the appropriate Adviser(s) to furnish, to the Trust such
statistical information, with respect to the investments that a Portfolio (or
portions of any Portfolio) may hold or contemplate purchasing, as the Trust may
reasonably request. On the Manager's own initiative, the Manager will apprise,
or cause the appropriate Adviser(s) to apprise, the Trust of important
developments materially affecting each Portfolio (or any portions of a Portfolio
that they advise) and will furnish the Trust, from time to time, with such
information as may be appropriate for this purpose. Further, the Manager agrees
to furnish, or cause the appropriate Adviser(s) to furnish, to the Trustees of
the Trust such periodic and special reports as the Trustees of the Trust may
reasonably request. In addition, the Manager agrees to cause the appropriate
Adviser(s) to furnish to third-party data reporting services all currently
available standardized performance information and other customary data.
Subject to the supervision and direction of the Board of Trustees of the Trust,
the Manager, at its own expense, will also supply the Trust with (i) office
facilities (which may be in the Manager's own offices), and (ii) necessary
executive and other personnel, including personnel for the performance of
clerical and other office functions, exclusive of those functions: (a) related
to and to be performed under the Trust's contract or contracts for
administration, custodial, accounting, bookkeeping, transfer, and dividend
disbursing agency or similar services by any entity, including the Manager or
its affiliates, selected to perform such services under such contracts; and (b)
related to the services to be provided by any Adviser pursuant to an Advisory
Agreement; and (iii) other information and services required in connection with
the preparation of all registration statements and prospectuses, prospectus
supplements, statements of additional information, all annual, semiannual, and
periodic reports to shareholders of the Trust, regulatory authorities, or
others, and all notices and proxy solicitation materials, furnished to
shareholders of the Trust or regulatory authorities, and all tax returns, except
for (a) services of outside counsel or independent accountants or (b) services
to be provided by any Adviser under any Advisory Agreement.
Subject to the requirement to seek best price and execution, and to the
appropriate policies and procedures approved by the Board of Trustees, the Trust
reserves the right to direct the Manager to cause Advisers to effect
transactions in portfolio securities through broker-dealers in a manner that
will help generate resources to: (i) pay the cost of certain expenses which the
Trust is required to pay or for which the Trust is required to arrange payment
pursuant to this Agreement; or (ii) finance activities that are primarily
intended to result in the sale of Trust shares. At the discretion of the Board
of Trustees, such resources may be used to pay or cause the payment of Trust
expenses or may be used to finance activities that are primarily intended to
result in the sale of Trust shares.
The services of the Manager to the Trust hereunder are not to be deemed
exclusive, and the Manager shall be free to render similar services to others
and to engage in other activities, so long as the services rendered to the Trust
are not impaired.
Compensation
In consideration of services rendered pursuant to this Agreement, the Trust
will pay the Manager a fee at the respective annual rates of the value of each
Portfolio's average daily net assets set forth in Schedule A hereto as such
schedule may be amended from time to time. Such fees shall be accrued daily and
paid monthly as soon as practicable after the end of each month. If the Manager
shall serve for less than the whole of any month, the foregoing compensation
shall be prorated. For the purpose of determining fees payable to the Manager,
the value of the Portfolios' net assets shall be computed at the times and in
the manner specified from time to time in the Registration Statement.
Expenses
The Trust shall pay all expenses other than those expressly assumed by the
Manager herein, which expenses payable by the Trust shall include, but are not
limited to:
Fees to the Manager;
Charges for the services and expenses of the independent
accountants and legal counsel retained by the Trust,
for itself and its independent trustees;
Fees and expenses related to the registration and
qualification of the Trust and its shares for
distribution under federal and state securities laws;
Expenses of the Trust's administrator, transfer agent,
registrar, custodian, dividend disbursing agent, and
shareholder servicing agent;
Salaries, fees and expenses of Trustees and executive officers
of the Trust who are not "affiliated persons" of the
Manager or the Advisers within the meaning of the
1940 Act;
Taxes (including the expenses related to preparation of tax
returns) and corporate or other fees levied against
the Trust;
Brokerage commissions and other expenses associated with the
purchase and sale of portfolio securities for the
Trust;
Expenses, including interest, of borrowing money;
Expenses incidental to meetings of the Trust's shareholders,
Board of Trustees and the maintenance of the Trust's
organizational existence;
Expenses of printing certificates representing shares of the
Trust and expenses of preparing, printing and mailing
notices, proxy material, reports to regulatory
bodies, and reports to shareholders of the Trust;
Expenses of preparing and typesetting of prospectuses of the Trust;
Expenses of printing and distributing prospectuses to direct
or beneficial shareholders of the Trust;
Association membership dues;
Premiums for fidelity insurance, directors and officers
liability insurance and other insurance coverage;
Charges of an independent pricing service to value the
Portfolios' assets;
Expenses related to the purchase or redemption of the
Trust's shares; and
Such nonrecurring expenses as may arise, including those
associated with actions, suits, or proceedings to
which the Trust is a party and arising from any legal
obligation which the Trust may have to indemnify its
officers and Trustees with respect thereto.
Use of Name
The Manager hereby consents to the Trust being named the Met Investors
Series Trust. The Trust shall not use the name "Met Investors Series Trust",
"Met", "MetLife", and any of the other names of the Manager or its affiliated
companies and any derivative or logo or trade or service mark thereof, or
disclose information related to the business of the Manager or any of its
affiliates in any prospectus, sales literature or other material relating to the
Trust in any manner not approved prior thereto by the Manager; provided,
however, that the Manager shall approve all uses of its name and that of its
affiliates which merely refer in accurate terms to its appointment hereunder or
which are required by the SEC or a state securities commission; and provided,
further, that in no event shall such approval be unreasonably withheld. The
Manager shall not use the name of the Trust or any of its affiliates in any
material relating to the Manager in any manner not approved prior thereto by the
Trust; provided, however, that the Trust shall approve all uses of its name
which merely refer in accurate terms to the appointment of the Manager hereunder
or which are required by the SEC or a state securities commission; and,
provided, further, that in no event shall such approval be unreasonably
withheld.
The Trust recognizes that from time to time directors, officers and
employees of the Manager may serve as directors, trustees, partners, officers
and employees of other corporations, business trusts, partnerships or other
entities (including other investment companies) and that such other entities may
include the name "Met", "MetLife", or any derivative or abbreviation thereof as
part of their name, and that the Manager or its affiliates may enter into
investment advisory, administration or other agreements with such other
entities.
Upon termination of this Agreement for any reason, the Trust shall cease
within 30 days all use of the name and mark "Met Investors Series Trust."
Records
The records relating to the services provided under this Agreement shall be
the property of the Trust and shall be under its control; however, the Trust
shall furnish to the Manager such records and permit it to retain such records
(either in original or in duplicate form) as it shall reasonably require in
order to carry out its duties. In the event of the termination of this
Agreement, such records shall promptly be returned to the Trust by the Manager
free from any claim or retention of rights therein. The Manager shall keep
confidential any information obtained in connection with its duties hereunder
and disclose such information only if the Trust has authorized such disclosure
or if such disclosure is expressly required or lawfully requested by applicable
federal or state regulatory authorities.
Standard of Care
The Manager shall exercise its best judgment in rendering the services
hereunder. The Manager shall not be liable for any error of judgment or mistake
of law or for any loss suffered by the Trust in connection with the matters to
which this Agreement relates, provided that nothing herein shall be deemed to
protect or purport to protect the Manager against liability to the Trust or to
the shareholders of the Trust to which the Manager would otherwise be subject by
reason of willful misfeasance, bad faith or gross negligence on its part in the
performance of its duties or by reason of the Manager's reckless disregard of
its obligations and duties under this Agreement.
Term
This Agreement shall continue in effect, unless sooner terminated as
hereinafter provided, for a period of two years from the date hereof and
indefinitely thereafter provided that its continuance after such two year period
as to each Portfolio shall be specifically approved at least annually by vote of
a majority of the outstanding voting securities of such Portfolio or by vote of
a majority of the Trust's Board of Trustees; and further provided that such
continuance is also approved annually by the vote of a majority of the Trustees
who are not parties to this Agreement or interested persons of the Trust or the
Manager. This Agreement may be terminated as to any Portfolio at any time,
without payment of any penalty, by the Trust's Board of Trustees or by a vote of
a majority of the outstanding voting securities of such Portfolio upon 60 days'
prior written notice to the Manager, or by the Manager upon 90 days' prior
written notice to the Trust, or upon such shorter notice as may be mutually
agreed upon. This Agreement may be amended at any time by the Manager and the
Trust, subject to approval by the Trust's Board of Trustees and, if required by
applicable SEC rules and regulations, a vote of a majority of the Trust's
outstanding voting securities. This Agreement shall terminate automatically and
immediately in the event of its assignment. The terms "assignment" and "vote of
a majority of the outstanding voting securities" shall have the meaning set
forth for such terms in the 1940 Act.
Limitation of Trust's Liability
The Manager acknowledges that it has received notice of and accepts the
limitations upon the Trust's liability set forth in its Agreement and
Declaration of Trust. The Manager agrees that the Trust's obligations hereunder
in any case shall be limited to the Trust and to its assets and that the Manager
shall not seek satisfaction of any such obligation from the shareholders of the
Trust nor from any Trustee, officer, employee or agent of the Trust.
Force Majeure
The Manager shall not be liable for delays or errors occurring by reason of
circumstances beyond its control, including but not limited to acts of civil or
military authority, national emergencies, work stoppages, fire, flood,
catastrophe, acts of God, insurrection, war, riot, or failure of communication
or power supply. In the event of equipment breakdowns beyond its control, the
Manager shall take reasonable steps to minimize service interruptions but shall
have no liability with respect thereto.
Severability
If any provision of this Agreement shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of this Agreement shall not
be affected thereby.
12. Miscellaneous
This Agreement constitutes the full and complete agreement of the parties
hereto with respect to the subject matter hereof. Each party agrees to perform
such further actions and execute such further documents as are necessary to
effectuate the purposes hereof. This Agreement shall be construed and enforced
in accordance with and governed by the laws of the State of Delaware and the
applicable provisions of the 1940 Act. The captions in this Agreement are
included for convenience only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. This
Agreement may be executed in several counterparts, all of which together shall
for all purposes constitute one Agreement, binding on all the parties.
If the foregoing is in accordance with your understanding, kindly indicated
your acceptance hereof by signing and returning to us the enclosed copy hereof.
Very truly yours,
MET INVESTORS SERIES TRUST
By: /s/ Elizabeth M. Forget
Elizabeth M. Forget
President
Accepted:
MET INVESTORS ADVISORY CORP.
By: /s/ Elizabeth M. Forget
Elizabeth M. Forget
President
SCHEDULE A
Portfolio Percentage of average daily net assets
--------- --------------------------------------
J.P. Morgan Quality Bond Portfolio 0.55% of first $75 million of such assets plus 0.50% of such
assets over $75 million
J.P. Morgan Small Cap Stock Portfolio 0.85%
J.P. Morgan Enhanced Index Portfolio 0.60% of first $50 million of such assets plus 0.55% of such
assets over $50 million
J.P. Morgan Select Equity Portfolio 0.65% of first $50 million of such assets plus 0.60% of such
assets over $50 million
J.P. Morgan International Equity Portfolio 0.80% of first $50 million of such assets plus 0.75% of such
assets over $50 million up to $350 million plus 0.70% of such
assets over $350 million
Lord Abbett Bond Debenture Portfolio 0.60%
Lord Abbett Mid-Cap Value Portfolio 0.70% of first $200 million of such assets
plus 0.65% of such assets over $200 million up to
$500 million plus 0.625% of such assets over $500 million
Lord Abbett Developing Growth Portfolio 0.75%
Lord Abbett Growth and Income Portfolio 0.60% of first $800 million of such assets plus 0.55% of such
assets over $800 million up to $2 billion plus 0.50% of such
assets over $2 billion
Firstar Balanced Portfolio 1.00%
Firstar Equity Income Portfolio 1.00%
Firstar Growth & Income Equity Portfolio 1.00%
BlackRock Equity Portfolio 0.65%
BlackRock U.S. Government Income Portfolio 0.55%
AMENDMENT NO. 17 TO MANAGEMENT AGREEMENT
This Amendment No. 17 to the Management Agreement dated December 8, 2000 as
amended on February 12, 2001, October 1, 2001, May 1, 2002, January 1, 2003, May
1, 2003, December 1, 2003, January 1, 2004, April 30, 2004, January 1, 2005,
April 30, 2005, July 1, 2005, September 30, 2005, November 1, 2005, December 1,
2005, December 19, 2005 and January 1, 2006 (the "Agreement"), by and between
Met Investors Series Trust and Met Investors Advisory Corp. (now know as Met
Investors Advisory LLC) (the "Manager"), is entered into effective the 1st day
of May, 2006.
WHEREAS the Agreement provides for the Manager to provide certain services
to the Trust for which the Manager is to receive agreed upon fees; and
WHEREAS the Manager and the Trust desire to make certain changes to the
Agreement;
NOW, THEREFORE, the Manager and the Trust hereby agree that the Agreement
is amended as follows:
1. Schedule A of the Agreement hereby is amended to add the following
additional Portfolios:
Portfolio Percentage of average daily net assets
------------------------------------------------------------ ---------------------------------------------------------
------------------------------------------------------------ ---------------------------------------------------------
Met/AIM Capital Appreciation Portfolio 0.80% of
the first $100
million of such
assets plus 0.75%
of such assets over
$100 million up to
$200 million plus
0.70% of such
assets over $200
million up to $1
billion plus 0.65%
of such assets over
$1 billion
------------------------------------------------------------ ---------------------------------------------------------
------------------------------------------------------------ ---------------------------------------------------------
Batterymarch Growth and Income Portfolio 0.65% of
the first $500
million of such
assets plus 0.55%
of such assets over
$500 million u to
$1 billion plus
0.50% of such
assets over $1
billion up to $1.5
billion plus 0.45%
of such assets over
$1.5 billion up to
$2 billion plus
0.40% of such
assets over $2
billion
------------------------------------------------------------ ---------------------------------------------------------
------------------------------------------------------------ ---------------------------------------------------------
Batterymarch Mid-Cap Stock Portfolio 0.70%
------------------------------------------------------------ ---------------------------------------------------------
------------------------------------------------------------ ---------------------------------------------------------
Federated High Yield Portfolio 0.60% of
the first $150
million of such
assets plus 0.55%
of such assets over
$150 million up to
$250 million plus
0.50% of such
assets over $250
million
------------------------------------------------------------ ---------------------------------------------------------
------------------------------------------------------------ ---------------------------------------------------------
Loomis Sayles Global Markets Portfolio 0.70% of first $500
million of such
assets plus 0.65%
of such assets over
$500 million up to
$1 billion plus
0.60% of such
assets over $1
billion
------------------------------------------------------------ ---------------------------------------------------------
------------------------------------------------------------ ---------------------------------------------------------
Mercury Large-Cap Core Portfolio 0.775% of
first $250 million
of such assets plus
0.750% of such
assets over $250
million up to $500
million plus 0.725%
of such assets over
$500 million up to
$1 billion plus
0.700% on such
assets over $1
billion up to $2
billion plus 0.650%
of such assets over
$2 billion
------------------------------------------------------------ ---------------------------------------------------------
------------------------------------------------------------ ---------------------------------------------------------
MFS(R) Emerging Markets Equity Portfolio 1.05% of first $250
million of such
assets plus 1.00%
of such assets over
$250 million up to
$500 million plus
0.85% of such
assets over $500
million up to $1
billion plus 0.75%
of such assets over
$1 billion
------------------------------------------------------------ ---------------------------------------------------------
------------------------------------------------------------ ---------------------------------------------------------
MFS(R)Value Portfolio 0.725% of first
$250 million of
such assets plus
0.675% of such
assets over $250
million up to $1.25
billion plus 0.600%
of such assets over
$1.25 billion up to
$1.5 billion plus
0.500% of such
assets over $1.5
billion
------------------------------------------------------------ ---------------------------------------------------------
------------------------------------------------------------ ---------------------------------------------------------
Pioneer Fund Portfolio 0.750% of first
$250 million of
such assets plus
0.700% of such
assets over $250
million up to $500
million plus 0.675%
of such assets over
$500 million up to
$1 billion plus
0.650% of such
assets over $1
billion up to $2
billion plus 0.600%
of such assets over
$2 billion
------------------------------------------------------------ ---------------------------------------------------------
------------------------------------------------------------ ---------------------------------------------------------
Pioneer Strategic Income Portfolio 0.75% of
first $75 million
of such assets plus
0.70% of such
assets over $75
million up to $150
million plus 0.65%
of such assets over
$150 million
------------------------------------------------------------ ---------------------------------------------------------
------------------------------------------------------------ ---------------------------------------------------------
Pioneer Mid-Cap Value Portfolio 0.750% of
first $250 million
of such assets plus
0.700% of such
assets over $250
million up to $500
million plus 0.675%
of such assets over
$500 million up to
$1 billion plus
0.650% of such
assets over $1
billion up to $2
billion plus 0.600%
of such assets over
$2 billion
------------------------------------------------------------ ---------------------------------------------------------
------------------------------------------------------------ ---------------------------------------------------------
Dreman Small-Cap Value Portfolio 0.825% of
first $50 million
of such assets plus
0.800% of such
assets over $50
million up to $100
million plus 0.775%
of such assets over
$100 million up to
$500 million plus
0.750% of such
assets over $500
million up to $1
billion plus 0.725%
on such assets over
$1 billion
------------------------------------------------------------ ---------------------------------------------------------
------------------------------------------------------------ ---------------------------------------------------------
Janus Capital Appreciation Portfolio 0.65% on first $1 billion of such assets
plus 0.60% of
such assets over $1 billion
------------------------------------------------------------ ---------------------------------------------------------
------------------------------------------------------------ ---------------------------------------------------------
Legg Mason Partners Managed Assets Portfolio 0.50%
------------------------------------------------------------ ---------------------------------------------------------
2. All other terms and conditions of the Agreement shall remain in full
force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed on the 1St day of May, 2006.
MET INVESTORS SERIES TRUST
By:/s/ Jeffrey A. Tupper
----------------------------------
Name: Jeffrey A. Tupper
Title: Treasurer
MET INVESTORS ADVISORY LLC
By:/s Richard C. Pearson
----------------------------------
Name: Richard C. Pearson
Title: Vice President
EXHIBIT A - 2
AMENDMENT NO. 19 TO MANAGEMENT AGREEMENT
This Amendment No. 19 to the Management Agreement dated December 8, 2000 as
amended on February 12, 2001, October 1, 2001, May 1, 2002, January 1, 2003, May
1, 2003, December 1, 2003, January 1, 2004, April 30, 2004, January 1, 2005,
April 30, 2005, July 1, 2005, September 30, 2005, November 1, 2005, December 1,
2005, December 19, 2005, January 1, 2006, and May 1, 2006 (the "Agreement"), by
and between Met Investors Series Trust and Met Investors Advisory Corp. (now
know as Met Investors Advisory LLC) (the "Manager"), is entered into effective
the 1st day of November, 2006.
WHEREAS the Agreement provides for the Manager to provide certain services
to the Trust for which the Manager is to receive agreed upon fees; and
WHEREAS the Manager and the Trust desire to make certain changes to the
Agreement;
NOW, THEREFORE, the Manager and the Trust hereby agree that the Agreement
is amended as follows:
1. Schedule A of the Agreement hereby is amended to change the Manager's fee
with respect to the Portfolio listed below to the following:
Portfolio Percentage of average daily net assets
------------------------------------------------------------ ---------------------------------------------------------
------------------------------------------------------------ ---------------------------------------------------------
BlackRock High Yield Portfolio (formerly known as 0.60%
Federated High Yield Portfolio)
------------------------------------------------------------ ---------------------------------------------------------
2. All other terms and conditions of the Agreement shall remain in full
force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
on the 1st day of November, 2006.
MET INVESTORS SERIES TRUST
By:______________________
Name:
Title:
MET INVESTORS ADVISORY LLC
By:_______________________
Name:
Title:
EXHIBIT B
MANAGERS AND PRINCIPAL EXECUTIVE OFFICERS OF
MET INVESTORS ADVISORY, LLC
----------------------------------- -------------------------- ------------------------------ ------------------------
Name and Address Office Principal Occupation Position with Trust
----------------------------------- -------------------------- ------------------------------ ------------------------
----------------------------------- -------------------------- ------------------------------ ------------------------
Michael K. Farrell Chief Executive Officer, Executive Vice President, Executive Vice
10 Park Avenue Manager Metropolitan Life Insurance President
Morristown, NJ 07962 Company;
Chief Executive Officer,
MetLife Investors Group and
MetLife Resources
----------------------------------- -------------------------- ------------------------------ ------------------------
----------------------------------- -------------------------- ------------------------------ ------------------------
Elizabeth M. Forget President, President, Investment President, Trustee
260 Madison Avenue Manager Advisory Services, Met
10th Floor Investors Advisory, LLC and
New York, New York 10016 Executive Vice President,
MetLife Investors
Distribution Company
----------------------------------- -------------------------- ------------------------------ ------------------------
----------------------------------- -------------------------- ------------------------------ ------------------------
Richard C. Pearson Senior Vice President, Associate General Counsel, Vice President and
5 Park Plaza General Counsel, MetLife Investors Group and Secretary
Suite 1900 Secretary, Affiliates
Irvine, California 92614 Manager
----------------------------------- -------------------------- ------------------------------ ------------------------
----------------------------------- -------------------------- ------------------------------ ------------------------
Matthew K. Wessel Vice President; Chief Vice President and Chief None
501 Route 22 Financial Officer Financial Officer, MetLife
Bridgewater, NJ 08807 Investors Group and
Affiliates
----------------------------------- -------------------------- ------------------------------ ------------------------
----------------------------------- -------------------------- ------------------------------ ------------------------
Alan Leland Treasurer Vice President, Annuity None
501 Boylston Street Product Development, New
Boston, Massachusetts 02116 England Life Insurance
Company
----------------------------------- -------------------------- ------------------------------ ------------------------
----------------------------------- -------------------------- ------------------------------ ------------------------
Jeffrey P. Halperin Vice President, Chief Vice President and Vice President and
1 MetLife Plaza Compliance Officer Chief Compliance Officer Chief Compliance Officer
27-01 Queens Plaza North Metropolitan Series Fund,
Long Island City, NY 11101 Inc.
----------------------------------- -------------------------- ------------------------------ ------------------------
----------------------------------- -------------------------- ------------------------------ ------------------------
Anthony Dufault Vice President Vice President, Investment None
5 Park Plaza Advisory Services, Met
Suite 1900 Investors Advisory, LLC
Irvine, California 92614
----------------------------------- -------------------------- ------------------------------ ------------------------
PROXY
BLACKROCK HIGH YIELD PORTFOLIO
(formerly FEDERATED HIGH YIELD PORTFOLIO)
OF
MET INVESTORS SERIES TRUST
SPECIAL MEETING OF SHAREHOLDERS
October 20, 2006
KNOW ALL MEN BY THESE PRESENTS that the undersigned shareholder(s) of the
BlackRock High Yield Portfolio (formerly known as Federated High Yield
Portfolio) of Met Investors Series Trust (the "Trust") hereby appoints Elizabeth
M. Forget, Richard C. Pearson and Jeffrey Tupper, or any one of them true and
lawful attorneys with power of substitution of each, to vote all shares which
the undersigned is entitled to vote, at the Special Meeting of Shareholders of
the Portfolio to be held on October 20, 2006, at the offices of the Trust, 5
Park Plaza, Suite 1900, Irvine, California 92614, at 9:00 a.m. local time, and
at any adjournment thereof ("Meeting"), as follows:
1. To approve an Amendment to the Management Agreement between the Trust
and Met Investors Advisory LLC.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
Discretionary authority is hereby conferred as to all other matters as may
properly come before the Meeting.
THE SHARES REPRESENTED HEREBY WILL BE VOTED AS INDICATED OR FOR THE PROPOSAL IF
NO CHOICE IS INDICATED.
Dated: ____________, 2006
[MetLife Insurance Company of Connecticut]
Name of Insurance Company
_________________________________________
Name and Title of Authorized Officer
________________________________________
Signature of Authorized Officer
MFS MID CAP GROWTH PORTFOLIO
Name(s) of Separate Account(s)
Of the Insurance Company
Owning Shares in this
Portfolio:
[MetLife Insurance Company of Connecticut]
[Separate Account ____]
MET INVESTORS SERIES TRUST 2 EASY WAYS TO VOTE
BLACKROCK HIGH YIELD PORTFOLIO
5 Park Plaza 1. Return this voting instruction form using the
Suite 1900 enclosed postage-paid envelope.
Irvine, California 92614 2. Vote by Internet - see instructions in Proxy
Statement
VOTING INSTRUCTION FORM FOR THE *** CONTROL NUMBER: ***
Special Meeting of Shareholders *** SECURITY CODE: ***
October 20, 2006, 9:00 a.m.
BLACKROCK HIGH YIELD PORTFOLIO
The undersigned hereby instructs [insert name of insurance company that issued
the variable insurance contract or policy] (the "Company") to vote the shares of
the BlackRock High Yield Portfolio (formerly known as Federated High Yield
Portfolio) (the "Portfolio"), a series of Met Investors Series Trust (the
"Trust"), as to which the undersigned is entitled to give instructions at the
Special Meeting of Shareholders of the Portfolio to be held at the offices of
the Trust, 5 Park Plaza, Suite 1900, Irvine, California 92614, at 9:00 a.m.
Pacific Time on October 20, 2006, and at any adjournments thereof.
The Trust and the Board of Trustees of the Trust solicit your voting
instructions and recommend that you instruct us to vote "FOR" the Proposal. The
Trust will vote the appropriate number of Portfolio shares pursuant to the
instruction given. If no instruction is set forth on a returned form as to the
Proposal, the Company will vote FOR the Proposal.
Date ________________, 2006
PLEASE SIGN IN BOX BELOW
/ /
Signature - Please sign exactly as
your name appears at left. Joint owners
each should sign. When signing as
attorney, executor, administrator,
trustee or guardian, please give full
title as such. If a corporation, please
sign in full corporate name by
president or authorized officer. If a
partnership, please sign in partnership
name by authorized person.
Please fold and detach card at perforation before mailing.
TO VOTE FOR, AGAINST OR ABSTAIN FROM VOTING ON THE PROPOSAL, CHECK THE
APPROPRIATE BOX BELOW.
FOR AGAINST ABSTAIN
To approve an amendment to the management agreement between the Trust and Met / / / / / /
Investors Advisory LLC with respect to the Portfolio.