MET INVESTORS SERIES TRUST
PLAN PURSUANT TO RULE 18f-3 UNDER THE
INVESTMENT COMPANY ACT OF 1940
This Plan (the "Plan") is adopted by the Met Investors Series Trust
(the "Trust") pursuant to Rule 18f-3 under the Investment Company Act of 1940,
as amended (the "1940 Act"), and sets forth the general characteristics of, and
the general conditions under which the Trust may offer, multiple classes of
shares of its now existing and hereafter created series. This Plan is intended
to allow the Trust to offer multiple classes of shares to the full extent and in
the manner permitted by Rule 18f-3 under the 1940 Act (the "Rule"), subject to
the requirements and conditions imposed by the Rule. This Plan may be revised or
amended from time to time as provided below.
CLASS DESIGNATIONS
Each of the Trust's constituent series (each, a "Portfolio") may from
time to time issue one or more of the following classes of shares: Class A
shares, Class shares and Class C shares. Each of the three classes of shares
will represent interests in the same portfolio of investments of the Portfolio
and, except as described herein, shall have the same rights and obligations as
each other class. Each class shall be subject to such investment minimums and
other conditions of eligibility as are set forth in the Trust's prospectus or
statement of additional information as from time to time in effect
(collectively, the "Prospectus").
CLASS CHARACTERISTICS
Class A shares are offered at a public offering price that is equal to
their net asset value ("NAV") without an initial sales charge or a contingent
deferred sales charge ("CDSC").
Class B shares are offered at their NAV, without an initial sales
charge or a CDSC, but may be subject to a fee imposed in accordance with Rule
12b-1 under the 1940 Act ("Rule 12b-1 fees"), as described in the Prospectus.
Class C shares are offered at their NAV, without an initial sales
charge or a CDSC, but may be subject to Rule 12b-1 fees, as described in the
Prospectus.
The Class A shares, Class B shares and Class C shares may subsequently
be offered pursuant to an initial sales charge and/or CDSC (each of which may be
subject to reduction or waiver) as permitted by the 1940 Act, and as described
in the Prospectus.
ALLOCATIONS TO EACH CLASS
EXPENSE ALLOCATIONS
The following expenses shall be allocated, to the extent practicable,
on a class-by-class basis: Rule 12b-1 fees payable by the Trust to the
distributor of the Trust's Class B and Class C shares.1 Subject to the approval
of a majority of the Trust's Board of Trustees, including a majority of the
Independent Trustees (as defined in each Distribution Plan), the following
"Class Expenses" may, to the extent not required to be borne by the Manager,
pursuant to the Trust's Management Agreement, be allocated on a class-by-class
basis: (a) printing and postage expenses related to preparing and distributing
materials such as shareholder reports, Prospectuses and proxy statements to
current shareholders of a specific class; (b) Securities and Exchange Commission
registration fees incurred with respect to a specific class; (c) state blue sky
and foreign registration fees and expenses incurred with respect to a specific
class; (d) the expenses of administrative personnel and services required to
support shareholders of a specific class; (e) litigation and other legal
expenses relating to a specific class; (f) Trustees' fees or expenses incurred
as a result of issues relating to a specific class of shares; (g) accounting and
consulting expenses relating to a specific class; (h) any fees imposed pursuant
to a non-Rule 12b-1 shareholder services plan that relate to a specific class;
and (i) any additional expenses, not including investment management fees,
investment advisory fees, custodial fees or other expenses relating to the
management of the Trust's assets, if such expenses are actually incurred in a
different amount with respect to a class that are of a different kind or to a
different degree than with respect to one or more other classes.
All expenses not hereafter designated as Class Expenses will be
allocated to each class on the basis of the net asset value of that class in
relation to the net asset value of the Portfolio. However, notwithstanding the
above, the Trust may allocate all expenses other than Class Expenses on the
basis of the relative net assets (settled shares) of each class, as permitted by
Rule 18f-3 under the 1940 Act.
WAIVERS AND REIMBURSEMENTS
The Manager or Distributor may choose to waive or reimburse Rule 12b-1
fees or any Class Expenses on a voluntary basis. Such waiver or reimbursement
may be applicable to some or all of the classes and may be in different amounts
for one or more classes.
INCOME, GAINS AND LOSSES
Income and realized and unrealized capital gains and losses shall be
allocated to each class on the basis of the net asset value of that class in
relation to the net asset value of the Portfolio.
The Portfolio may allocate income and realized and unrealized capital
gains and losses to each share based on relative net assets (settled shares) of
each class, as permitted by Rule 18f-3 under the 1940 Act.
CONVERSION AND EXCHANGE
The Class A shares, Class B shares and Class C shares shall not convert
into another Class. Subsequent classes of shares (each a "Converting Class") may
automatically convert into another class of shares (the "Conversion Class"),
subject to such terms as may be approved by the Trustees.
In the event of any material increase in payments authorized under a
Distribution Plan (or, if presented to shareholders, any material increase in
payments authorized by a non-Rule 12b-1 shareholder services plan) applicable to
any Conversion Class, existing Converting Class shares will not be permitted to
convert into Converting Class shares unless the Converting Class shareholders,
voting separately as a class, approve the material increase in such payments.
Pending approval of such increase, or if such increase is not approved, the
Trustees shall take such action as is necessary to ensure that existing
Conversion Class shares are exchanged or converted into a new class of shares
("New Conversion Class") identical in all material respects to the Conversion
Class shares as they existed prior to the implementation of the material
increase in payments, no later than the time such shares were scheduled to
convert to the Conversion Class shares. Converting Class shares sold after the
implementation of the fee increase may convert into Conversion Class shares
subject to the higher maximum payment, provided that the material features of
the Conversion Class plan and the relationship of such plan to the Converting
Class shares were disclosed in an effective registration statement.
EXCHANGE FEATURES
Shares of each class generally will be permitted to be exchanged only
for shares of a class with similar characteristics in another Portfolio: Class A
shares may be exchanged for Class A shares of another Portfolio; Class B shares
may be exchanged for Class B shares of another Portfolio; and Class C shares may
be exchanged for Class C shares of another Portfolio. All exchange features
applicable to each class will be described in the Prospectus.
DIVIDENDS
Dividends paid by the Trust with respect to its Class A shares, Class B
shares and Class C shares, to the extent any dividends are paid, will be
calculated in the same manner, at the same time and will be in the same amount,
except that any Rule 12b-1 fee payments relating to a class of shares will be
borne exclusively by that class and any incremental transfer agency costs or, if
applicable, Class Expenses relating to a class shall be borne exclusively by the
class.
VOTING RIGHTS
Each share of each Portfolio entitles the shareholder of record to one
vote. Each class of shares of the Portfolio will vote separately as a class with
respect to any Distribution Plan applicable to that class and on other matters
for which class voting is required under applicable law. Class B and Class C
shareholders will each vote separately as a class to approve any material
increase in payments authorized under the Distribution Plan applicable to Class
B shares and Class C shares.
RESPONSIBILITIES OF THE TRUSTEES
On an ongoing basis, the Trustees will monitor the Trust and each
Portfolio for the existence of any material conflicts among the interests of the
three classes of shares. The Trustees shall further monitor on an ongoing basis
the use of waivers or reimbursements by the Manager and the Distributor of
expenses to guard against cross-subsidization between classes. The Trustees,
including a majority of the Independent Trustees, shall take such action as is
reasonably necessary to eliminate any such conflict that may develop. If a
conflict arises, the Manager and the Distributor (which also distributes the
Class A shares) at its own cost, will remedy such conflict up to and including
establishing one or more new registered management investment companies.
REPORTS TO THE TRUSTEES
The Manager and the Distributor will be responsible for reporting any
potential or existing conflicts among the three classes of shares to the
Trustees. In addition, the Trustees will receive quarterly and annual statements
concerning expenditures complying with paragraph (b)(3)(ii) of Rule 12b-1. In
the statements, only expenditures properly attributable to the direct or
indirect sale or servicing of a particular class of shares shall be used to
justify any distribution fee charged to that class. The statements, including
the allocations upon which they are based, will be subject to the review of the
Independent Trustees in the exercise of their fiduciary duties.
AMENDMENTS
The Plan may be amended from time to time in accordance with the
provisions and requirements of Rule 18f-3 under the 1940 Act.
Adopted at a meeting held on / /00
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1 As of the date of this Plan, the Trust has adopted a Distribution
Plan pursuant to Rule 12b-1 under the 1940 Act only for the Class B shares and
Class C shares (each a "Distribution Plan"). Met Investors Advisory Corp. serves
as the Trust's investment manager (the "Manager") and MetLife Distributors, Inc.
serves as distributor for the Class A, Class B and Class C shares (the
"Distributor").
