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January 3, 2008
VIA EDGAR
EDGAR Operations Branch
Division of Investment Management
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Met Investors Series Trust (the "Trust")
Preliminary-Proxy Statement on Schedule 14A
CIK 0001126087
File No. 811-10183
Ladies and Gentlemen:
This letter is in response to certain comments from Ms. Alison White of the
Staff with respect to the Trust's Preliminary Proxy Statement filed with the
Commission on December 28, 2007. Where noted, changes, as applicable, have been
made to the Proxy Statement. All page references refer to the pages of these
documents which have been marked to show changes from the previous versions
included in the Preliminary Proxy Statement.
1. Comment: The number of portfolios of the Trust listed in the section on
"Information about the Board Nominees" is 44. The footnote to this section
lists 36 portfolios of the Trust. Please reconcile.
Response: The footnote on page 12 has been corrected.
2. Comment: Pursuant to Section 407(b)(1) of Reg. S-K, include in the proxy
the name of each incumbent director who during the last full fiscal year
attended fewer than 75% of the total number of board and committee meetings
in which he or she served.
Response: Section 407(b)(1) of Reg. S-K only requires disclosure if a
trustee did not attend at least 75% of the board and committee meetings.
Since all of the Trust's trustees attended at least 75% of such meetings,
no additional disclosure is required.
3. Comment: Pursuant to Section 407(c)(2)(vii) of Reg. S-K, with respect to
new nominees to the Board, state what category of persons (security holder,
director, chief executive officer, other executive officer or employee of
the investment adviser, principal underwriter or any affiliate) recommended
each nominee.
Response: Additional disclosure has been added to page 14.
Comment: Include Tandy language in your response letter.
4. Response: The reported language is included in this letter.
In connection with this filing, the Trust acknowledges that: (1) the Trust
is responsible for the adequacy and accuracy of the disclosure in the filings;
(2) staff comments or changes to disclosure in response to staff comments in the
filings reviewed by the staff do not foreclose the Commission from taking any
action with respect to filing; (3) the Trust may not assert staff comments as a
defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
The Trust will file its definitive Proxy Statement on or about January 7,
2008.
If you have any questions, please feel free to call me at (202) 775-1205.
Very truly yours,
/s/ Robert N. Hickey
-------------------------
Robert N. Hickey
Enclosures
cc: Elizabeth M. Forget
Jack Huntington
Bryan Anderson
Board Nominee for Interested Trustee:
Term of Number of
Office Portfolios
and in Fund
Positon(s) Length of Complex+ Other
Held with Time Principal Occupation(s) Overseen Directorships
the Trust Served During Past 5 Years by Trustee Held by Trustee
Name and Age
------------- --------- ---------- ------------------- ---------- ----------------
Elizabeth M. Forget* (41) President Indefinite; Since May 2007, Senior Vice 81 Director,
and Trustee From President, MetLife, Inc.; since Metropolitan Series
December December 2000, President of Met Fund, Inc. and
2000 to Investors Advisory LLC; since Metropolitan Series
present. May 2006, President of MetLife Fund II since
Advisers LLC; from December 2003 August, 2006.
to April 2007, Vice President,
MetLife, Inc.
* Ms. Forget is an "interested person" of the Trust as a result of her
affiliation with the Manager and the Distributor.
+ The Fund Complex includes the Trust (44 portfolios), Metropolitan Series
Fund, Inc. (36 portfolios) and Metropolitan Series Fund II (1 portfolio).
Correspondence intended for each Trustee may be sent to the attention of the
individual Trustee or to the Board at Met Investors Series Trust, 5 Park Plaza,
Suite 1900, Irvine, CA 92614. All communications addressed to the Board of
Trustees or individual Trustees will be logged and sent to the Board or
individual Trustee.
Officers of the Trust
The following table presents certain information regarding the current officers
of the Trust, including their principal occupations which, unless specific dates
are shown, are of more than five years duration.
Term of
Office and
Position(s) Length of
Held with Time Served Principal Occupation(s)
Name and Age the Trust During Past 5 Years
------------- --------- ----------- -------------------
Jeffrey A. Tupper Chief From August Since October 2006, Assistant Vice President, MetLife Group, Inc.
(37) Financial 2002 to Since February 2001, Assistant Vice President of MetLife Investors
Officer, present. Insurance Company.
Treasurer
Michael K. Farrell Executive From August Since December 2005, Executive Vice President, MetLife, Inc.; since
(54) Vice 2002 to July 2002, Chief Executive Officer of MetLife Investors Group, Inc.
President present. and Met Investors Advisory LLC; since April 2001, Chief
Executive Officer of MetLife Resources and Executive Vice President
of Metropolitan Life Insurance Company; since
January 1990, President of Michael K. Farrell Associates, Inc.
(qualified retirement plans for non-profit organizations).
Richard C. Pearson Vice From December Since July 2002, President or Executive Vice President of MetLife
(64) President and 2000 to Investors Distribution Company; since January, 2002, Secretary of Met
Secretary present. Investors Advisory LLC; since January 2001, Senior
Vice President, General Counsel and Secretary of MetLife Investors Group,
Inc.; since November 2000, Vice President, General Counsel and
Secretary of Met Investors Advisory LLC; from 1998 to November
2000, President, Security First Group, Inc.
Jeffrey P. Halperin Chief From November Vice President, Corporate Ethics and Compliance Department, MetLife,
(40) Compliance 2005 to Inc. (October 2002 - present); Interim Chief Compliance Office of
Officer present. funds sponsored by MetLife and its affiliates (November 2005 to
present); Associate to Goldman Sachs & Co. (May 2000 - July 2001).
Mary Moran Zeven Assistant From October Senior Vice President and Senior Managing Counsel (2002 to present)
Secretary 2001 to and Vice President and Associate Counsel (2000 to 2002), State Street
2 Avenue de Lafayette present. Bank and Trust Company; Vice President and Counsel, PFPC, Inc.
Boston, Massachusetts 02111 (1999-2000).
(47)
William C. Cox Assistant From November Since 1997, Vice President and Senior Director, Fund Administration
Treasurer 2004 to Division, State Street Bank and Trust Company.
2 Avenue de Lafeyette present.
Boston, Massachusetts
02111
(41)
Board Committees
The Board of Trustees has three standing committees: the Audit Committee, the
Nominating, Governance and Compensation Committee, and the Valuation Committee.
Audit Committee. The Audit Committee consists of all of the Independent
Trustees. The Audit Committee's function is to recommend to the Board
independent accountants to conduct the annual audit of the Trust's financial
statements; review with the independent accountants the outline, scope and
results of the annual audit; and review the performance and fees charged by the
independent accountants for professional services. In addition, the Audit
Committee meets with the independent accountants and representatives of
management to review accounting activities and areas of financial reporting and
control. The Audit Committee held four meetings during the fiscal year ended
December 31, 2007.
Nominating, Governance and Compensation Committee. The Nominating, Governance
and Compensation Committee consists of all of the Independent Trustees. The
Nominating, Governance and Compensation Committee has a charter and the
Committee's function is to nominate and evaluate Independent Trustee candidates
and review the compensation arrangement for each of the Trustees. Given the
nature of the Trust, in that its assets are used to fund the benefits under
variable annuity and life insurance plans, the Nominating, Governance and
Compensation Committee will not consider nominees recommended by shareholders.
The Nominating, Governance and Compensation Committee held six meetings during
the fiscal year ended December 31, 2007. A copy of the Nominating, Governance
and Compensation Committee's charter is attached as Appendix A.
When evaluating a person as a potential nominee to serve as an Independent
Trustee, the Nominating, Governance and Compensation Committee will generally
consider, among other factors: (i) whether the person is "independent" and
otherwise qualified under applicable laws and regulations to serve as a Trustee;
(ii) whether the person is willing to serve, and willing and able to commit the
time necessary for attendance at meetings and the performance of the duties of
an Independent Trustee; (iii) the contribution that the person can make to the
Board and the Portfolios, with consideration being given to the person's
business, academic or other experience and education and to such other factors
as the Committee may consider relevant; (iv) the character and integrity of the
person; and (v) desirable personality traits, including independence, leadership
and ability to work with others. It is the intent of the Nominating, Governance
and Compensation Committee that at least one Independent Trustee be an "audit
committee financial expert" as such term is defined by the SEC. The process of
identifying nominees involves the consideration of candidates recommended by one
or more of the following sources: current Trustees, officers, and any other
source the Nominating, Governance and Compensation Committee deems appropriate.
In addition, the Nominating, Governance and Compensation Committee may use the
services of a professional search firm to identify or evaluate or assist in
identifying or evaluating potential candidates or nominees.
Susan C. Gause was recommended to the Nominating, Governance and Compensation
Committee by an Independent Trustee and Robert Boulware was recommended to the
Committee by the chief executive officer of the Trust's investment manager.
Valuation Committee. The Valuation Committee currently consists of Elizabeth M.
Forget, Richard C. Pearson, Jeffrey Tupper, Thomas McDevitt, Bryan Andersen and
such other officers of the Trust and the Manager, as well as such officers of
any adviser to any Portfolio as are deemed necessary by Ms. Forget, Mr. Pearson,
Mr. Tupper, Mr. McDevitt or Mr. Andersen from time to time, each of whom shall
serve at the pleasure of the Board of Trustees as members of the Valuation
Committee. The Valuation Committee determines the value of any of the Trust's
securities and assets for which market quotations are not readily available or
for which valuations cannot otherwise be provided. The Valuation Committee held
21 meetings during the fiscal year ended December 31, 2007.