Sullivan & Worcester LLP T 202 775 1200
1666 K Street, NW F 202 293 2275
Washington, DC 20006www.sandw.com
December 21, 2006
VIA EDGAR
EDGAR Operations Branch
Division of Investment Management
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Met Investors Series Trust
(BlackRock Large Cap Core Portfolio)
-Registration Statement on Form N-14
CIK 0001126087
(File No. 333-139004)
Ladies and Gentlemen:
This letter reflects responses to oral comments of Tony Burak and
Robert Lamont of the staff of the Securities and Exchange Commission (the
"SEC"), which were received on December 14, 2006 and December 19, 2006,
respectively, in connection with the Registration Statement on Form N-14 of Met
Investors Series Trust (the "Trust"), relating to the acquisition of the assets
of BlackRock Large Cap Portfolio ("Large Cap"), a series of Metropolitan Series
Fund, Inc. (the "Fund"), by and in exchange for shares of BlackRock Large-Cap
Core Portfolio ("Large-Cap Core"), a series of the Trust, which was filed
electronically with the SEC via EDGAR on November 30, 2006.
Set forth below is each comment and the Series Fund's response thereto.
1. Comment: Include Tandy language in the response letter.
Response: The requested language is included at the end of this letter.
2. Comment: In footnote 2 to the Fee and Expense Table on page 11, explain
what "certain other expenses" are excluded from the expense limitation cap.
Response: The requested disclosure has been added to footnote 2. See
attached.
3. Comment: If there are differences in the investment strategies between
BlackRock Large Cap and BlackRock Large-Cap Core, add a heading to such
discussion of differences.
Response: There are no differences in the investment strategies of the
Portfolios.
4. Comment: In footnote 4 to the Fee and Expense Table on page 12, clarify
that under the Contracts, there are layers of fees (at the separate account
level and at the Portfolio level).
Response: The requested disclosure has been added. See attached.
5. Comment: In the "Information About Large Cap" section of the
prospectus/proxy statement, the discussion references the Statement of
Additional Information dated May 1, 2006 as supplemented November 1, 2006.
Should reference also be made to a supplement dated October 2, 2006?
Response: Large Cap Core has a supplement dated November 1, 2006. Large
Cap's only supplements are August 16, 2006 and October 2, 2006. The
disclosure is correct.
6. Comment: In the paragraph preceding the Fee Table, please clarify the
disclosure to convey that Class A shareholders of Large Cap will receive
Class A shares of Large Cap Core in the Reorganization rather than Class E
shares of Large Cap Core.
Response: The requested disclosure is already in the section titled "What
Class of Shares Will I Own?" on page 7. Additional disclosure has been
added to footnote 3 to the Fee Table. See attached.
7. Comment: Footnote 4 to the Fee Table includes the following statement: "It
is anticipated that the waiver will apply to additional investments in the
Portfolio." We do not think it is appropriate to include disclosure
regarding a potential waiver and therefore ask that the statement be
deleted from footnote 4.
Response: The above-referenced sentence has been modified as follows: "The
Insurance Companies have agreed that the waiver will apply to additional
investments in the Portfolio."
8. Comment: The last sentence of the first paragraph in the Introductory
Paragraph to the Pro Forma Combining Financial Statements is not true and
therefore should be deleted.
Response: The requested sentence has been deleted. See attached.
9. Comment: In the Pro Forma Statement of Investments, identify all non-income
producing securities with a footnote.
Response: The requested footnote has been added. See attached.
10. Comment: In the Pro Forma Statement of Investments, add the following
statement: "As of June 30, 2006, all portfolio securities of the acquired
fund will comply with the investment restrictions and/or compliance
guidelines of the acquiring fund."
Response: The requested disclosure has been added. See attached.
11. Comment: In the heading of the last column of the Combined Pro Forma
Statement of Operations, provide the name of the acquiring fund as was done
in the other pro forma financial statements.
Response: The requested column heading has been added. See attached.
12. Comment: In Note 3 of the Notes to the Pro Forma Combining Financial
Statements, discuss the fund's policy with respect to valuing fixed-income
and short-term securities.
Response: Additional disclosure has been added. See attached.
* * *
The Trust acknowledges that:
1) it is responsible for the adequacy and accuracy of the
disclosure in its filing of the above-referenced registration
statement;
2) staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose
the Securities and Exchange Commission from taking any action
with respect to the filing; and
3) the Trust may not assert staff comments as a defense in any
proceeding initiated by the Securities and Exchange Commission
or any person under the federal securities laws of the United
States.
Any questions or comments with respect to this filing may be directed to
the undersigned at (202) 775-1205.
Very truly yours,
/s/ Robert N. Hickey
Robert N. Hickey
Enclosures
cc: Elizabeth M. Forget
COMMENT 2
THESE TABLES DO NOT REFLECT THE CHARGES AND FEES ASSESSED BY THE INSURANCE
COMPANY UNDER YOUR CONTRACT.
Fees and Expenses (as a percentage of average daily net assets)
- ----------------------------- ---------------------------------------- --------------------------------------
Large Cap Large-Cap Core
- ----------------------------- ---------------------------------------- --------------------------------------
- ----------------------------- ------------ ------------- ------------- ------------ ----------- -------------
Class A Class B Class E Class A Class B Class E
------- ------- ------- ------- ------- -------
- ----------------------------- ------------ ------------- ------------- ------------ ----------- -------------
- ----------------------------- ------------ ------------- ------------- ------------ ----------- -------------
Management Fees 0.49% 0.49% 0.49% 0.78% 0.78% 0.78%
- ----------------------------- ------------ ------------- ------------- ------------ ----------- -------------
- ----------------------------- ------------ ------------- ------------- ------------ ----------- -------------
Distribution and 12b-1 Fees 0.00% 0.25% 0.15% 0.00% 0.25% 0.15%
- ----------------------------- ------------ ------------- ------------- ------------ ----------- -------------
- ----------------------------- ------------ ------------- ------------- ------------ ----------- -------------
Other Expenses 0.06% 0.06% 0.06% 0.11% 0.11% 0.11%
- ----------------------------- ------------ ------------- ------------- ------------ ----------- -------------
- ----------------------------- ------------ ------------- ------------- ------------ ----------- -------------
Total Annual Portfolio 0.55% 0.80% 0.70% 0.89% 1.14% 1.04%
Operating Expenses (1) (2)
- ----------------------------- ------------ ------------- ------------- ------------ ----------- -------------
(1) Large Cap placed certain portfolio trades with brokers who paid a portion of
Large Cap's expenses. The expense information for Large Cap does not reflect
this reduction in expenses. If this reduction was shown, Large Cap's total
annual operating expenses would have been 0.53% for Class A shares, 0.78% for
Class B shares and 0.68% for Class E shares.
(2) Met Investors Advisory, LLC (the "Manager") and the Trust have entered into
an Expense Limitation Agreement whereby the total Annual Portfolio Operating
Expenses of Large-Cap Core, other than 12b-1 fees, [interest, taxes, brokerage
commissions, other expenditures which are capitalized in accordance with
generally accepted accounting principles and other extraordinary expenses not
incurred in the ordinary course of the Portfolio's business,] will not exceed
1.00% for the period ended April 30, 2007. Assuming that the Reorganization of
Large Cap into Large-Cap Core is consummated, commencing May 1, 2007, there will
no longer be any expense limitations with respect to Large Cap Core. 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.
COMMENT 4
COMMENT 6
- -------------------------------- --------------------------------------
Large-Cap Core
(Pro Forma)
- -------------------------------- --------------------------------------
- -------------------------------- ----------- ----------- --------------
Class A Class B Class E
- -------------------------------- ----------- ----------- --------------
- -------------------------------- ----------- ----------- --------------
Management Fees (3) 0.57% 0.57% 0.57%
- -------------------------------- ----------- ----------- --------------
- -------------------------------- ----------- ----------- --------------
Distribution and 12b-1 Fees 0.00% 0.25% 0.15%
- -------------------------------- ----------- ----------- --------------
- -------------------------------- ----------- ----------- --------------
Other Expenses 0.05% 0.05% 0.05%
- -------------------------------- ----------- ----------- --------------
- -------------------------------- ----------- ----------- --------------
Total Annual Portfolio 0.62% 0.87% 0.77%
Operating Expenses (4)
- -------------------------------- ----------- ----------- --------------
(3) The Management Fee reduction is contingent upon the adoption of a 12b-1 Plan
for Class A shares by the Class A shareholders of Large-Cap Core and the
subsequent conversion of these shares to Class E shares of Large-Cap Core.
[Class A shareholders of Large Cap will receive Class A shares of Large-Cap
Core.]
(4) [Under your Contract, the Insurance Company deducts certain charges from
your account to pay for risk and other expenses. In addition, you indirectly pay
the fees and expenses of Large Cap.] Each Insurance Company has agreed that upon
consummation of the Reorganization, it will permanently waive 0.08% of the
Contract charges that apply to your investment in Large-Cap Core, including
reinvestment of dividends. The Insurance Companies have agreed that the waiver
also will apply to additional investments in the Portfolio.
------------------------------
The tables below show examples of the total expenses you would pay on a
$10,000 investment over one-, three-, five- and ten-year periods. The examples
are intended to help you compare the cost of investing in Large Cap versus
Large-Cap Core and Large-Cap Core (Pro Forma), assuming the Reorganization takes
place. The examples assume a 5% average annual return, that you redeem all of
your shares at the end of each time period and that you reinvest all of your
dividends. The following tables also assume that total annual operating expenses
remain the same and that all expense limitations remain in effect only for the
period ended April 30, 2007 for Large-Cap Core. The examples do not reflect the
waiver of certain Contract charges by the Insurance Companies. The examples are
for illustration only, and your actual costs may be higher or lower.
THE EXAMPLES DO NOT REFLECT THE FEES, EXPENSES OR WITHDRAWAL CHARGES
IMPOSED BY THE CONTRACTS FOR WHICH THE PORTFOLIOS SERVE AS INVESTMENT VEHICLES.
IF THOSE FEES AND EXPENSES HAD BEEN INCLUDED, YOUR COSTS WOULD BE HIGHER.
COMMENT 8
Metropolitan Series Fund, Inc.
Pro Forma Combining Financial Statements (Unaudited)
June 30, 2006
Introductory Paragraph
The pro forma statements give effect to the proposed transfer of the assets and
stated liabilities of Metropolitan Series Fund, Inc., BlackRock Large Cap
Portfolio ("BlackRock Large Cap") in exchange for shares of BlackRock Large-Cap
Core Portfolio ("BlackRock Large-Cap Core") at net asset value. Under generally
accepted accounting principles, the historical cost of investment securities
will be carried forward to the surviving entity, BlackRock Large-Cap Core, and
the results of operations of BlackRock Large-Cap Core for pre-combination
periods will not be restated. [SENTENCE DELETED]
The pro forma unaudited combining statements of assets and liabilities and
portfolio of investments reflect the financial position of the BlackRock Large
Cap and BlackRock Large-Cap Core, as though the reorganization occurred as of
June 30, 2006.
The pro forma unaudited statement of operations reflects the results of
operations of each of the merged funds for the period ended June 30, 2006 as
though the reorganization occurred as of the beginning of the period.
The pro forma combining statements should be read in conjunction with the
financial statements and financial highlights for the BlackRock Large Cap and
BlackRock Large-Cap Core, which are incorporated by reference in the Statement
of Additional Information.
COMMENT 9
COMMENT 10
Software Citrix Systems, Inc. * 19,000 762,660
Software Intuit, Inc. * 23,000 1,388,970
Software Microsoft Corp. 716,200 16,687,460
Software Oracle Corp. * 1,244,000 18,025,560
Software Red Hat, Inc. * 50,000 1,170,000
--------------
50,338,900 2.8%
--------------
Textiles, Apparel & Luxury
Goods NIKE, Inc. (Class B) 95,100 7,703,100 0.4%
--------------
Thrifts & Mortgage Finance Countrywide Financial Corp. 229,700 8,746,976
Thrifts & Mortgage Finance Washington Mutual, Inc. 231,300 10,542,654
--------------
19,289,630 1.1%
--------------
Tobacco Altria Group, Inc. 177,300 13,019,139
Tobacco Reynolds American, Inc. 125,900 14,516,270
--------------
27,535,409 1.5%
--------------
Wireless Telecommunication
Services Sprint Nextel Corp. 539,291 10,780,427 0.6%
--------------
- ----------------------------------------------------------------------------------------------------------------------
Total Common Stocks (Cost $1,685,415,764) 1,797,597,764 98.9%
- ----------------------------------------------------------------------------------------------------------------------
0
Escrowed Shares ESC Seagate Technology 27,200 27 0.0%
- ----------------------------------------------------------------------------------------------------------------------
Total Escrowed Shares (Cost $0) 27 0.0%
- ----------------------------------------------------------------------------------------------------------------------
Short-Term Investment State Street Navigator
Securities Lending Prime
Portfolio 62,732,810 62,732,810 3.4%
- ----------------------------------------------------------------------------------------------------------------------
Total Short-Term Investment (Cost $62,732,810) 62,732,810 3.4%
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
TOTAL INVESTMENTS (Cost $1,748,108,574) 1,860,330,601 102.3%
- ----------------------------------------------------------------------------------------------------------------------
Other Assets and Liabilities
(Net) (144,200)(a) (41,875,944) -2.3%
- ----------------------------------------------------------------------------------------------------------------------
TOTAL NET ASSETS - 100.0% (144,200)(a) $1,818,454,657 100.0%
======================================================================================================================
[* Non-income producing security. ]
[As of June 30, 2006, all portfolio securities of the acquired fund will comply]
[with the investment restrictions and/or compliance guidelines of the acquiring]
[fund.
COMMENT 11
Met Investors SEries Trust
COMBINED PRO FORMA STATEMENT OF OPERATIONS
For the twelve month period ended June 30, 2006 (UNAUDITED)
[ Met Investors
Series Trust
BlackRock
Adjustments Large-Cap Core
(References are Portfolio ]
to Pro Forma Pro Forma
Footnotes) Combined
---------------- ---------------
Investment Income
Dividend 0 34,625,309
Interest 0 460,529(a)
---------------- ---------------
0 35,085,838
Expenses
Management fees 4,082,279(b) 13,936,410
Deferred Expense Reimbursement --
Service and distribution fees-Class B 84,206
Service and distribution fees-Class E 68,194
Administration fees 67,781
Directors fees and expenses (22,541)(c) 23,736
Custodian (20,056)(c) 387,620
Transfer agent fees 44,962(c) 48,000
Audit and tax services (17,860)(c) 36,241
Legal (27,667)(c) 34,641
Printing (297,264)(c) 251,023
Insurance (29,269)(c) 26,000
Organizational Expense --
Miscellaneous expenses (35,434)(c) 14,000
---------------- ---------------
Total Expenses 3,677,150 14,977,852
Expense Reductions 381,325(c) --
Expense assumed by the Investment Adviser 10,662(c) --
---------------- ---------------
Net Expenses 4,069,137 14,977,852
---------------- ---------------
Net Income (4,069,137) 20,107,986
Realized and Unrealized Gain (Loss) on Investments
Net realized gain (loss) on investments 0 92,635,739
Net realized gain (loss) on foreign currency transactions 0 191
Net realized gain (loss) on futures transactions 0 (142,114)
---------------- ---------------
Net realized gain (loss) on investments, foreign currency,
and futures transactions 0 92,493,816
Net unrealized appreciation (depreciation) on investments 0 1,265,862
Net unrealized appreciation (depreciation) on foreign currency transactions 0 336
Net unrealized appreciation (depreciation) on futures transactions 0 488,891
---------------- ---------------
Net unrealized gain (loss) on investments, foreign currency,
and futures transactions 0 1,755,089
---------------- ---------------
Net gain (loss) 0 94,248,905
Net increase (decrease) in Net Assets from Operations $ (4,069,137) $ 114,356,891
================ ===============
- ------------------------------------------------------------------------------------------------------------------------------
(a) Includes income fom securities loaned $ 0 $ 44,197
(b) Reflects the BlackRock Large-Cap Core Portfolio's investment advisory fee
rate.
(c) Reflects adjustment of certain balances to conform to the MIST BlackRock
Large-Cap Core Portfolio's expense structure.
COMMENT 12
MET INVESTORS SERIES TRUST
Notes to Pro Forma Combining Financial Statements (Unaudited)
June 30, 2006
1 Description of the Fund
The BlackRock Large-Cap Core Portfolio ("BlackRock Large-Cap Core") a
portfolio of Met Investors Series Trust is registered under the Investment
Company Act of 1940, as amended, as an open-end, diversified investment
company.
BlackRock Large-Cap Core consists of three classes of shares, Class A,
Class B, and Class E. The classes of shares are identical except that
certain additional charges (Rule 12b-1 fees) are made against Class B and
E shares.
2 Basis of Combination
The pro forma statements give effect to the proposed transfer of the
assets and stated liabilities of Metropolitan Series Fund, Inc., BlackRock
Large Cap Portfolio ("BlackRock Large Cap") in exchange for shares of
BlackRock Large-Cap Core Portfolio at net asset value. Under generally
accepted accounting principles, the historical cost of investment
securities will be carried forward to the surviving entity, BlackRock
Large-Cap Core, and the results of operations of BlackRock Large-Cap Core
for pre-combination periods will not be restated.
The pro forma combined financial statements reflect the expenses of the
portfolio in carrying out its obligations under the proposed Agreement and
Plan or Reorganization.
The pro forma unaudited combining statements of assets and liabilities and
portfolio of investments reflect the financial position of the and
BlackRock Large-Cap Core, as though the reorganization occurred as of June
30, 2006.
The pro forma unaudited statement of operations reflects the results of
operations of each of the merged funds for the period ended June 30, 2006
as though the reorganization occurred as of the beginning of the period.
The pro forma combining statements should be read in conjunction with the
financial statements and financial highlights for the BlackRock Large Cap
and BlackRock Large-Cap Core, which are incorporated by reference in the
Statement of Additional Information.
3 Portfolio Valuation
Equity securities traded on a national securities exchange or exchanges
are valued at their last sale price on the principal trading market.
Equity securities traded on the NASDAQ National Market System are valued
at the NASDAQ Official Closing Price (the "NOCP"). The NOCP is the last
sale price if it falls between the spread of the last reported bid and
asked prices. If the last reported bid and asked prices are above the last
reported sale price, the NOCP will be the last reported bid price. If the
last reported bid and asked prices are below the last reported sale price,
the NOCP will be the last reported asked price. Equity securities traded
on a national securities exchange or exchanges or on the NASDAQ National
Market System for which there is no reported sale during the day, are
valued at the last reported bid price. A security that is listed or traded
on more than one exchange is valued at the quotation on the exchange
determined to be the primary market for that security by the Board or its
delegates. If no closing price is available, then such securities are
valued by using the last reported bid price.
Equity securities traded over-the-counter are valued at the last reported
bid price. Foreign securities traded outside the United States will be
valued daily at their fair value according to procedures decided upon in
good faith by the Trust's Board of Trustees. All securities and other
assets of a Portfolio initially expressed in foreign currencies will be
converted to U.S. dollar values at the mean of the bid and offer prices of
such currencies against U.S. dollars quoted as designated on the Price
Source Authorization Agreement between the Trust and its custodian on a
valuation date by any recognized dealer. [Short-term securities with
remaining maturities of less than 60 days are valued at amortized cost,
which approximates market value.]
4 Federal Income Taxes
Each Fund has elected to be taxed as a regulated investment company. After
the acquisition, the BlackRock Large-Cap Core intends to continue to
comply with the requirements of the Internal Revenue Code and regulations
hereunder applicable to regulated investment companies and to distribute
all of its taxable income to shareholders. Therefore, no federal income
tax provision is required. The tax cost of investments will remain
unchanged for the combined fund.
5 Estimates and Assumptions:
The preparation of financial statements in conformity with GAAP requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities as of the date of the financial statements and the reported
amounts of income and expenses during the reporting period. Actual results
could differ from those estimates.