Expense Limitation Agreement
THIS EXPENSE LIMITATION AGREEMENT, effective as of _______, 2001, is
entered into by and between Met Investors Advisory Corp. (the "Manager") and Met
Investors Series Trust (the "Trust"), on behalf of each series of the Trust set
forth in Schedule A attached hereto (each a "Portfolio," and collectively, the
"Portfolios").
WHEREAS, the Trust is a Delaware business trust organized under the
Agreement and Declaration of Trust ("Declaration of Trust"), and is registered
under the Investment Company Act of 1940, as amended ("1940 Act"), as an
open-end management company of the series type, and each Portfolio is a series
of the Trust;
WHEREAS, the Trust and the Manager have entered into a Management Agreement
dated _______, 2001 ("Management Agreement"), pursuant to which the Manager
provides investment management services to each Portfolio for compensation based
on the value of the average daily net assets of each such Portfolio;
WHEREAS, the Trust and the Manager have determined that it is
appropriate and in the best interests of each Portfolio and its shareholders to
maintain the expenses of each Portfolio at a level below the level to which each
such Portfolio would normally be subject during its start-up period and,
therefore, desire to enter into this Expense Limitation Agreement, in order to
maintain each Portfolio's expense ratio at the maximum Annual Operating Expense
Limit (as defined in Section 1.2 below) specified for such Portfolio in Schedule
A hereto;
NOW THEREFORE, the parties hereto agree as follows:
1. Expense Limitation.
1.1. Applicable Expense Limit. To the extent that the aggregate
expenses of every character incurred by a Portfolio in any fiscal year,
including but not limited to investment management fees of the Manager (but
excluding interest, taxes, brokerage commissions, other expenditures which are
capitalized in accordance with generally accepted accounting principles, other
extraordinary expenses not incurred in the ordinary course of such Portfolio's
business and amounts payable pursuant to a plan adopted in accordance with Rule
12b-1 under the 1940 Act) ("Portfolio Operating Expenses"), exceed the maximum
Annual Operating Expense Limit, such excess amount (the "Excess Amount") shall
be the liability of the Manager.
1.2. Maximum Annual Operating Expense Limit. The Maximum Annual Operating
Expense Limit with respect to each Portfolio shall be the amount specified in
Schedule A based on a percentage of the average daily net assets of each
Portfolio.
1.3. Method of Computation. To determine the Manager's liability with
respect to the Excess Amount, each month the Portfolio Operating Expenses for
each Portfolio shall be annualized as of the last day of the month. If the
annualized Portfolio Operating Expenses for any month of a Portfolio exceed the
Maximum Annual Operating Expense Limit of such Portfolio, the Manager shall
first waive or reduce its investment management fee for such month by an amount
sufficient to reduce the annualized Portfolio Operating Expenses to an amount no
higher than the Maximum Annual Operating Expense Limit. If the amount of the
waived or reduced investment management fee for any such month is insufficient
to pay the Excess Amount, the Manager may also remit to the appropriate
Portfolio or Portfolios an amount that, together with the waived or reduced
investment management fee, is sufficient to pay such Excess Amount.
1.4. Year-End Adjustment. If necessary, on or before the last day of
the first month of each fiscal year, an adjustment payment shall be made by the
appropriate party in order that the amount of the investment management fees
waived or reduced and other payments remitted by the Manager to the Portfolio or
Portfolios with respect to the previous fiscal year shall equal the Excess
Amount.
2. Reimbursement of Fee Waivers and Expense Reimbursements.
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2.1. Reimbursement. If in any year during which the total assets of a
Portfolio are greater than $100 million and in which the Management Agreement is
still in effect, the estimated aggregate Portfolio Operating Expenses of such
Portfolio for the fiscal year are less than the Maximum Annual Operating Expense
Limit for that year, subject to quarterly approval by the Trust's Board of
Trustees as provided in Section 2.2 below, the Manager shall be entitled to
reimbursement by such Portfolio, in whole or in part as provided below, of the
investment management fees waived or reduced and other payments remitted by the
Manager to such Portfolio pursuant to Section 1 hereof. The total amount of
reimbursement to which the Manager may be entitled ("Reimbursement Amount")
shall equal, at any time, the sum of all investment management fees previously
waived or reduced by the Manager and all other payments remitted by the Manager
to the Portfolio, pursuant to Section 1 hereof, during any of the previous three
(3) fiscal years, less any reimbursement previously paid by such Portfolio to
the Manager, pursuant to Sections 2.2 or 2.3 hereof, with respect to such
waivers, reductions, and payments. The Reimbursement Amount shall not include
any additional charges or fees whatsoever, including, e.g., interest accruable
on the Reimbursement Amount.
2.2. Board Approval. No reimbursement shall be paid to the Manager with
respect to any Portfolio pursuant to this provision in any fiscal quarter,
unless the Trust's Board of Trustees has determined that the payment of such
reimbursement is in the best interests of such Portfolio and its shareholders.
The Trust's Board of Trustees shall determine quarterly in advance whether any
reimbursement may be paid to the Manager with respect to any Portfolio in such
quarter.
2.3. Method of Computation. To determine each Portfolio's payments, if
any, to reimburse the Manager for the Reimbursement Amount, each month the
Portfolio Operating Expenses of each Portfolio shall be annualized as of the
last day of the month. If the annualized Portfolio Operating Expenses of a
Portfolio for any month are less than the Maximum Annual Operating Expense Limit
of such Portfolio, such Portfolio, only with the prior approval of the Trust's
Board of Trustees, shall pay to the Manager an amount sufficient to increase the
annualized Portfolio Operating Expenses of that Portfolio to an amount no
greater than the Maximum Annual Operating Expense Limit of that Portfolio,
provided that such amount paid to the Manager will in no event exceed the total
Reimbursement Amount.
2.4. Year-End Adjustment. If necessary, on or before the last day of
the first month of each fiscal year, an adjustment payment shall be made by the
appropriate party in order that the actual Portfolio Operating Expenses of a
Portfolio for the prior fiscal year (including any reimbursement payments
hereunder with respect to such fiscal year) do not exceed the Maximum Annual
Operating Expense Limit.
3. Term and Termination of Agreement.
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This Agreement shall continue in effect for a period of one year from
its effective date , 2001 and shall thereafter continue in effect with respect
to each Portfolio from year to year provided such continuance is specifically
approved by a majority of the Trustees of the Trust who (i) are not "interested
persons" of the Trust or any other party to this Agreement, as defined in the
1940 Act, and (ii) have no direct or indirect financial interest in the
operation of this Agreement ("Independent Trustees"). Nevertheless, this
Agreement may be terminated by either party hereto, without payment of any
penalty, upon ninety (90) days' prior written notice to the other party at its
principal place of business; provided that, in case of termination by the Trust,
such action shall be authorized by resolution of a majority of the Independent
Trustees of the Trust or by a vote of a majority of the outstanding voting
securities of the Trust.
4. Miscellaneous.
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4.1. Captions. The captions in this Agreement are included for convenience
of reference only and in no other way define or delineate any of the provisions
hereof or otherwise affect their construction or effect.
4.2. Interpretation. Nothing herein contained shall be deemed to
require the Trust or the Portfolios to take any action contrary to the Trust's
Declaration of Trust or By-Laws, or any applicable statutory or regulatory
requirement to which it is subject or by which it is bound, or to relieve or
deprive the Trust's Board of Trustees of its responsibility for and control of
the conduct of the affairs of the Trust or the Portfolios.
4.3. Definitions. Any question of interpretation of any term or
provision of this Agreement, including but not limited to the investment
management fee, the computations of net asset values, and the allocation of
expenses, having a counterpart in or otherwise derived from the terms and
provisions of the Management Agreement or the 1940 Act, shall have the same
meaning as and be resolved by reference to such Management Agreement or the 1940
Act.
IN WITNESS WHEREOF, the parties have caused this Expense Limitation
Agreement to be signed by their respective officers thereunto duly authorized as
of the day and year first above written.
MET INVESTORS SERIES TRUST
ON BEHALF OF
EACH OF ITS PORTFOLIOS
By:
Elizabeth Forget
President
MET INVESTORS ADVISORY CORP.
By:
James A. Shepherdson
Co-President
<PAGE>
SCHEDULE A
MAXIMUM ANNUAL OPERATING EXPENSE LIMITS
This Agreement relates to the following Portfolios of the Trust:
Maximum Annual
Name of Portfolio Operating Expense Limit
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J.P. Morgan Quality Bond Portfolio %
J.P. Morgan Small Cap Stock Portfolio %
J.P. Morgan Enhanced Index Portfolio %
J.P. Morgan Select Equity Portfolio %
J.P. Morgan International Equity Portfolio %
Lord Abbett Bond Debenture Portfolio %
Lord Abbett Mid-Cap Value Portfolio %
Lord Abbett Developing Growth Portfolio %
Lord Abbett Growth and Income Portfolio %
Firstar Balanced Portfolio %
Firstar Equity Income Portfolio %
Firstar Growth & Income Equity Portfolio %
BlackRock Equity Portfolio %
BlackRock U.S. Government Income Portfolio %
