EX-99.(E)(4)(V) 149 dex99e4v.txt AMENDMENT NO. 5 TO AMENDED AND RESTATED DISTRIBUTION AGREEMENT AMENDMENT NO. 5 TO AMENDED AND RESTATED DISTRIBUTION AGREEMENT CLASS E SHARES METLIFE INVESTORS DISTRIBUTION COMPANY AMENDMENT NO. 5 to Amended and Restated Distribution Agreement ("Amendment No. 5"), dated as of May 1, 2005, by and between Met Investors Series Trust (the "Trust") and MetLife Investors Distribution Company ("MID"). The Trust and MID agree to modify and amend the Amended and Restated Distribution Agreement relating to Class E Shares dated as of August 30, 2002, as amended on May 1, 2003, November 1, 2003, April 30, 2004 and November 3, 2004 (the "Original Agreement" or "Agreement") as herein provided. All terms used in this Amendment No. 5, unless defined herein to the contrary, shall have the meaning given such terms in the Agreement. 1. New Portfolios. The Trust hereby authorizes MID to participate in the distribution of Class E shares of the following new portfolio ("New Portfolio") on the terms and conditions contained in the Agreement: Van Kampen Comstock Portfolio 2. Effective Date. The effective date of this Amendment No. 5 shall be May 1, 2005 with respect to the New Portfolio. 3. Duration of Agreement. This Agreement shall continue in effect until August 31, 2006 with respect to the New Portfolio and thereafter will continue on a year to year basis with respect to the Portfolio only so long as the continuance is specifically approved at least annually either by (a) the Board of Trustees of the Trust or (b) persons having voting rights in respect of the Trust, by the vote stated in Section 11 of the Agreement, voted in accordance with the provisions contained in the Participation Agreement (as defined in the Agreement); provided, however, that in either event such continuance shall also be approved by a vote of a majority of the Trustees of the Trust who are not interested persons of any party to the Agreement, cast in person at a meeting called for the purpose of voting on such approval. 4. Schedule A. Schedule A to the Agreement, setting forth the Portfolios of the Trust for which MID is authorized to distribute Class E Shares, is hereby replaced in its entirety by Schedule A attached hereto. Except as modified and amended hereby, the Agreement is hereby ratified and confirmed in full force and effect in accordance with its terms. IN WITNESS WHEREOF, the parties have executed and delivered this Amendment No. 5 as of the date first above set forth. MET INVESTORS SERIES TRUST METLIFE INVESTORS DISTRIBUTION COMPANY By: /s/ Elizabeth M. Forget By: /s/ Richard C. Pearson --------------------------------- ------------------------------------ Elizabeth M. Forget Richard C. Pearson President 2 SCHEDULE A TO AMENDMENT NO. 5 DISTRIBUTION AGREEMENT CLASS E SHARES Portfolios in Original Agreement: J.P. Morgan Quality Bond J.P. Morgan Small Cap Stock (now known as Met/Putnam Capital Opportunities) J.P. Morgan Enhanced Index J.P. Morgan Select Equity J.P. Morgan International Equity Lord Abbett Bond Debenture Lord Abbett Mid-Cap Value Lord Abbett Developing Growth Lord Abbett Growth and Income Lord Abbett Growth Opportunities PIMCO Total Return PIMCO Innovation (now known as RCM Global Technology) MFS Mid Cap Growth (now known as T. Rowe Price Mid-Cap Growth) MFS Research International Met/Putnam Research Janus Aggressive Growth Oppenheimer Capital Appreciation Third Avenue Small Cap Value Portfolios Added by Amendment No. 1: Lord Abbett America's Value PIMCO Inflation Protected Bond MET/AIM Small Cap Growth MET/AIM Mid Cap Equity Harris Oakmark International Portfolios Deleted by Amendment No. 1: J.P. Morgan Enhanced Index J.P. Morgan International Equity Lord Abbett Developing Growth 3 Portfolios Added by Amendment No. 2: Met/American Growth Portfolio Met/American Growth-Income Portfolio Met/American International Portfolio Met/American Bond Portfolio Portfolios Added by Amendment No. 3: Neuberger Berman Real Estate Portfolio Turner Mid-Cap Growth Portfolio Goldman Sachs Mid-Cap Value Portfolio Portfolios Added by Amendment No. 4: MetLife Defensive Strategy Portfolio MetLife Moderate Strategy Portfolio MetLife Balanced Strategy Portfolio MetLife Growth Strategy Portfolio MetLife Aggressive Strategy Portfolio Portfolios Added by Amendment No. 5: Van Kampen Comstock Portfolio Portfolios Deleted by Amendment No. 5: J. P. Morgan Quality Bond J.P. Morgan Select Equity 4