-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WEy2MOGvqj1wLeG2u8dVz/P35Q3hZsSY3xChrdI19Y580a5cuO+KgsMgx//10AUm HD7cmJcvCNmdRy9HNGtZxw== 0000950130-96-001443.txt : 19960501 0000950130-96-001443.hdr.sgml : 19960501 ACCESSION NUMBER: 0000950130-96-001443 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 45 FILED AS OF DATE: 19960430 EFFECTIVENESS DATE: 19960430 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: METROPOLITAN SERIES FUND INC CENTRAL INDEX KEY: 0000710826 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 833164113 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1933 Act SEC FILE NUMBER: 002-80751 FILM NUMBER: 96553876 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-03618 FILM NUMBER: 96553877 BUSINESS ADDRESS: STREET 1: ONE MADISON AVE STREET 2: C/O METROPOLITAN LIFE INSURANCE CO CITY: NEW YORK STATE: NY ZIP: 10010 BUSINESS PHONE: 2125787360 MAIL ADDRESS: STREET 1: HAROLD LERNER, RETIREMENT & SAV CTR, 8-B STREET 2: METLIFE 1125 17TH AVE CITY: DENVER STATE: CO ZIP: 80202 485BPOS 1 FORM N-1A AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 29, 1996 REGISTRATION NOS. 2-80751 811-3618 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------- FORM N-1A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [_] [X] Post-Effective Amendment No. 17 and/or REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [_] [X] Amendment No. 19 (CHECK APPROPRIATE BOX OR BOXES) ---------------- METROPOLITAN SERIES FUND, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) One Madison Avenue 10010 New York, New York (ZIP CODE) (ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) Registrant's Telephone Number, Including Area Code: 212-578-2674 ---------------- HARRY P. KAMEN, ESQ. One Madison Avenue New York, New York 10010 (NAME AND ADDRESS OF AGENT FOR SERVICE) Copy to: GARY O. COHEN, ESQ. Freedman, Levy, Kroll & Simonds 1050 Connecticut Avenue, N.W. Washington, D.C. 20036 IT IS PROPOSED THAT THE FILING WILL BECOME EFFECTIVE (CHECK APPROPRIATE BOX) [_] immediately upon filing pursuant to paragraph (b) of Rule 485. [X] on May 1, 1996 pursuant to paragraph (b) of Rule 485. [_] 60 days after filing pursuant to paragraph (a)(1) of Rule 485. [_] on (date) pursuant to paragraph (a)(1) of Rule 485. [_] 75 days after filing pursuant to paragraph (a)(2) of Rule 485. [_] on (date) pursuant to paragraph (a)(2) of Rule 485. PURSUANT TO RULE 24f-2 UNDER THE INVESTMENT COMPANY ACT OF 1940, THE REGISTRANT HAS REGISTERED AN INDEFINITE AMOUNT OF COMMON SHARES. THE REGISTRANT'S RULE 24f-2 NOTICE FOR THE YEAR ENDED DECEMBER 31, 1995 WAS FILED WITH THE COMMISSION ON FEBRUARY 29, 1996. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- METROPOLITAN SERIES FUND, INC. CROSS REFERENCE SHEET PURSUANT TO RULE 481(A) ----------------
N-1A ITEM NO. PROSPECTUS HEADING -------- ------------------ 1. Cover..................................... Cover Page 2. Synopsis.................................. * 3. Condensed Financial Information........... Supplementary Financial Information 4. General Description of Registrant......... The Fund and its Purpose; General Information About the Fund and its Shares; Investments in the Portfolios 5. Management of the Fund.................... Management of the Fund 6. Capital Stock and other Securities........ Dividends, Distributions and Taxes; General Infor- mation About the Fund and its Shares 7. Purchase of Securities Being Offered...... Sale and Redemption of Shares 8. Redemption or Repurchase.................. Sale and Redemption of Shares 9. Pending Legal Proceedings................. *
- -------- * Not Applicable I-1 METROPOLITAN SERIES FUND, INC. CROSS REFERENCE SHEET PURSUANT TO RULE 481(A) ----------------
N-1A STATEMENT OF ADDITIONAL ITEM NO. INFORMATION HEADING -------- ----------------------- 10. Cover Page................................ Cover Page 11. Table of Contents......................... Table of Contents 12. General Information and History........... * 13. Investment Objectives and Policies........ Investment Practices and Policies 14. Management of the Registrant.............. Directors and Officers 15. Control Persons and Principal Holders of Securities............................... * 16. Investment Advisory and Other Services.... Investment Management Arrangements 17. Brokerage Allocation...................... Investment Management Arrangements 18. Capital Stock and Other Securities........ Sale and Redemption of Shares 19. Purchase, Redemption and Pricing of Securities Being Offered................. Sale and Redemption of Shares 20. Tax Status................................ Taxes 21. Underwriters.............................. Sale and Redemption of Shares 22. Calculations of Yield Quotations of Money Market Funds............................. * 23. Financial Statements...................... Financial Statements
- -------- * Not Applicable I-2 PROSPECTUS for METROPOLITAN SERIES FUND, INC. Metropolitan Series Fund, Inc. ("Fund") is an investment company designed to meet a wide range of investment objectives with its separate Portfolios. The seven Portfolios currently available are: Growth Portfolio, Income Portfolio, Money Market Portfolio, Diversified (formerly Discretionary) Portfolio, Aggressive Growth Portfolio, Stock Index Portfolio and International Stock Portfolio. Each Portfolio resembles a separate fund issuing its own shares. Metropolitan Life Insurance Company ("Metropolitan Life") is the investment manager for the Fund, State Street Research & Management Company ("State Street Research"), a wholly-owned subsidiary of Metropolitan Life, is the sub- investment manager with respect to the Growth, Income, Diversified and Aggressive Growth Portfolios and GFM International Investors Limited ("GFM"), a subsidiary of Metropolitan Life, is the sub-investment manager of the International Stock Portfolio. The investment objectives of these Portfolios are as follows: GROWTH PORTFOLIO: to achieve long-term growth of capital and income, and moderate current income, by investing primarily in common stocks that are believed to be of good quality or to have good growth potential or which are considered to be undervalued based on historical investment standards. INCOME PORTFOLIO: to achieve the highest possible total return, by combining current income with capital gains, consistent with prudent investment risk and preservation of capital, by investing primarily in fixed-income, high-quality debt securities. (The term "high-quality" is used to describe certain debt securities rated within the three highest grades by credit rating services as explained under "Income Portfolio.") MONEY MARKET PORTFOLIO: to achieve the highest possible current income consistent with preservation of capital and maintenance of liquidity, by investing primarily in short-term money market instruments. INVESTMENT IN THIS PORTFOLIO IS NEITHER INSURED NOR GUARANTEED BY THE UNITED STATES GOVERNMENT. DIVERSIFIED PORTFOLIO: to achieve a high total return while attempting to limit investment risk and preserve capital by investing in equity securities, fixed-income debt securities, or short-term money market instruments, or any combination thereof, at the discretion of State Street Research. AGGRESSIVE GROWTH PORTFOLIO: to achieve maximum capital appreciation by investing primarily in common stocks (and equity and debt securities convertible into or carrying the right to acquire common stocks) of emerging growth companies, undervalued securities or special situations. STOCK INDEX PORTFOLIO: to equal the performance of the Standard & Poor's 500 Composite Stock Price Index (adjusted to assume reinvestment of dividends) by investing in the common stock of companies which are included in the index. INTERNATIONAL STOCK PORTFOLIO: to achieve long-term growth of capital by investing primarily in common stocks and equity-related securities of non- United States companies. There can be no assurance that the objectives of any Portfolio will be realized. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. This Prospectus sets forth concisely information about the Fund that a prospective investor ought to know before investing. Additional information about the Fund has been filed with the Securities and Exchange Commission in a Statement of Additional Information which is incorporated herein by reference. The Statement of Additional Information is available upon request and without charge from Metropolitan Life Insurance Company, One Madison Avenue, New York, New York 10010, Attention: Retirement and Savings Center, Area 24; telephone number (212) 578-7914. Inquiries may be made to the same address or telephone number. This Prospectus should be read and retained for future reference. The date of this Prospectus is May 1, 1996. The date of the Statement of Additional Information is May 1, 1996. TABLE OF CONTENTS
PAGE ---- The Fund and its Purpose............................................ 2 Financial Highlights................................................ 3 Investments in the Portfolios....................................... 6 Investment Objectives and General Investment Policies.............. 6 Growth Portfolio.................................................. 6 Income Portfolio.................................................. 7 Money Market Portfolio............................................ 8 Diversified Portfolio............................................. 8 Aggressive Growth Portfolio....................................... 9 Stock Index Portfolio............................................. 9 International Stock Portfolio..................................... 10 Fundamental Investment Policies.................................... 11 Other Investment Practices......................................... 12 Management of the Fund.............................................. 15 General Information About the Fund and its Shares................... 17 Dividends, Distributions and Taxes.................................. 18 Sale and Redemption of Shares....................................... 18
THE FUND AND ITS PURPOSE Metropolitan Series Fund, Inc. is an open-end management investment company. The Fund is a "series" type of mutual fund which issues separate classes (or series) of stock, each of which currently represents a separate, diversified portfolio of investments. The Fund's classes of shares are issued and redeemed at net asset value without a sales load. The shares of the Fund are offered to Metropolitan Life and its affiliated insurance companies ("Insurance Companies"), including Metropolitan Tower Life Insurance Company ("Metropolitan Tower"), in order to fund certain of their separate accounts used to support various insurance contracts including variable life insurance policies, whether scheduled premium, flexible premium or single premium policies, or variable annuity contracts (such policies and contracts being hereinafter referred to as the "Contracts"). Not all of the current Portfolios of the Fund are available to each of the separate accounts which hold shares of the Fund. The rights of an Insurance Company holding Fund shares for a separate account are different from the rights of the owner of a Contract. The terms "shareholder" or "shareholders" in this Prospectus shall refer to the Insurance Companies, and not to any Contract owner. The structure of the Fund permits Contract owners, within the limitations described in the appropriate Contract, to allocate the amounts under the Contracts for ultimate investment in the various Portfolios of the Fund. See the prospectus or other material which is attached at the front of this Prospectus for a description of the appropriate Contract, which Portfolios of the Fund are available to such Contract owners and the relationship between increases or decreases in the net asset value of Fund shares (and any dividends and distributions on such shares) and the benefits provided under such Contract. It is conceivable that in the future it may be disadvantageous for scheduled, flexible and single premium variable life insurance separate accounts and variable annuity separate accounts to invest simultaneously in the Fund. However, the Fund, Metropolitan Tower and Metropolitan Life do not currently foresee any such disadvantages to variable annuity contract owners or to flexible premium, scheduled premium or single premium variable life insurance policy owners. The Fund's Board of Directors intends to monitor events for the existence of any material irreconcilable conflict between or among such owners, and the Insurance Companies will take whatever remedial action may be necessary. PROSPECTUS 2 FINANCIAL HIGHLIGHTS The table below* has been audited by Deloitte & Touche LLP, independent auditors, as stated in their report appearing with the full financial statements and notes thereto in the Statement of Additional Information or as previously stated in earlier reports. For further information about the performance of the Portfolios, see the Fund's December 31, 1995 Management's Discussion and Analysis which appears under the caption "Financial Statements" in the Statement of Additional Information.
GROWTH PORTFOLIO -------------------------------------------------------------------------------------------------------- FOR THE FOR THE FOR THE FOR THE FOR THE FOR THE FOR THE FOR THE FOR THE FOR THE YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED DECEMBER DECEMBER DECEMBER DECEMBER DECEMBER DECEMBER DECEMBER DECEMBER DECEMBER DECEMBER 31, 1995 31, 1994 31, 1993 31, 1992 31, 1991 31, 1990 31, 1989 31, 1988 31, 1987 31, 1986 -------- -------- -------- -------- -------- -------- -------- -------- -------- -------- SELECTED DATA FOR A SHARE OF CAPITAL STOCK OUTSTANDING THROUGHOUT THE PERIOD: NET ASSET VALUE: Beginning of period.... $ 21.81 $ 23.27 $ 21.72 $ 21.56 $ 17.20 $ 19.34 $ 14.64 $ 13.89 $ 13.72 $ 12.75 ---------- --------- -------- -------- -------- -------- -------- -------- -------- -------- Income From Investment Operations Net investment income.. .35 .30 .28 .34 .41 .51 .54 .71 .37 .54 Net realized and unrealized gain (loss)........... 6.83 (1.06) 3.24 2.13 5.39 (2.15) 4.81 .78 .63 .76 ---------- --------- -------- -------- -------- -------- -------- -------- -------- -------- Total From Investment Operations............. 7.18 (.76) 3.52 2.47 5.80 (1.64) 5.35 1.49 1.00 1.30 ---------- --------- -------- -------- -------- -------- -------- -------- -------- -------- Less Distributions Dividends from net investment income..... (.35) (.30) (.28) (.29) (.42) (.50) (.52) (.74) (.35) (.33) Dividends from net realized capital gains................. (1.08) (.40) (1.69) (2.02) (1.02) -- (.13) -- (.48) -- ---------- --------- -------- -------- -------- -------- -------- -------- -------- -------- Total Distributions..... (1.43) (.70) (1.97) (2.31) (1.44) (.50) (.65) (.74) (.83) (.33) ---------- --------- -------- -------- -------- -------- -------- -------- -------- -------- NET ASSET VALUE: End of period................. $ 27.56 $ 21.81 $ 23.27 $ 21.72 $ 21.56 $ 17.20 $ 19.34 $ 14.64 $ 13.89 $ 13.72 ========== ========= ======== ======== ======== ======== ======== ======== ======== ======== Total Return........... 33.14% (3.25)% 14.40% 11.56% 33.09% (8.50)% 36.64% 10.69% 7.19% 10.16% Net assets at end of period................ $1,094,751 $ 746,433 $640,413 $351,028 $232,160 $153,255 $140,279 $ 99,982 $ 96,177 $ 22,968 (In Thousands) SIGNIFICANT RATIOS: Operating expenses to average net assets.... 0.31% 0.32% 0.28% 0.25% 0.25% 0.25% 0.25% 0.25% 0.25% 0.25% Net investment income to average net assets. 1.46% 1.40% 1.19% 1.52% 2.04% 2.83% 2.98% 4.83% 2.30% 3.01% Portfolio turnover (Note 1).............. 42.52% 57.27% 66.27% 63.74% 62.29% 39.86% 58.01% 51.21% 45.36% 56.79% INCOME PORTFOLIO -------------------------------------------------------------------------------------------------------- FOR THE FOR THE FOR THE FOR THE FOR THE FOR THE FOR THE FOR THE FOR THE FOR THE YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED DECEMBER DECEMBER DECEMBER DECEMBER DECEMBER DECEMBER DECEMBER DECEMBER DECEMBER DECEMBER 31, 1995 31, 1994 31, 1993 31, 1992 31, 1991 31, 1990 31, 1989 31, 1988 31, 1987 31, 1986 -------- -------- -------- -------- -------- -------- -------- -------- -------- -------- SELECTED DATA FOR A SHARE OF CAPITAL STOCK OUTSTANDING THROUGHOUT THE PERIOD: NET ASSET VALUE: Beginning of period.... $11.32 $12.59 $12.22 $12.32 $11.16 $11.10 $10.58 $10.47 $13.74 $12.28 ---------- --------- -------- -------- -------- -------- -------- -------- -------- -------- Income From Investment Operations Net investment income.. .83 .91 .83 .90 .94 1.16 .99 .95 .97 1.20 Net realized and unrealized gain (loss)................ 1.38 (1.31) .86 (.05) 1.14 (.05) .41 .02 (1.27) 1.15 ---------- --------- -------- -------- -------- -------- -------- -------- -------- -------- Total From Investment Operations............. 2.21 (.40) 1.69 .85 2.08 1.11 1.40 .97 (.30) 2.35 ---------- --------- -------- -------- -------- -------- -------- -------- -------- -------- Less Distributions Dividends from net investment income..... (.80) (.87) (.88) ( .71) (.92) (1.05) (.88) (.86) (1.76) (.89) Dividends from net realized capital gains................. -- -- (.44) (.24) -- -- -- -- (1.21) -- ---------- --------- -------- -------- -------- -------- -------- -------- -------- -------- Total Distributions..... (.80) (.87) (1.32) (.95) (.92) (1.05) (.88) (.86) (2.97) (.89) ---------- --------- -------- -------- -------- -------- -------- -------- -------- -------- NET ASSET VALUE: End of period................. $12.73 $11.32 $12.59 $12.22 $12.32 $11.16 $11.10 $10.58 $10.47 $13.74 ========== ========= ======== ======== ======== ======== ======== ======== ======== ======== Total Return........... 19.55% (3.15)% 11.36% 6.91% 17.31% 10.03% 13.35% 9.28% (1.87%) 19.63% Net assets at end of period................ $ 349,913 $ 275,659 $299,976 $156,245 $ 87,412 $ 54,531 $ 48,629 $ 35,670 $ 27,800 $ 26,163 (In Thousands) SIGNIFICANT RATIOS: Operating expenses to average net assets.... 0.34% 0.35% 0.32% 0.25% 0.25% 0.25% 0.25% 0.25% 0.25% 0.25% Net investment income to average net assets ...................... 7.01% 7.02% 6.39% 7.16% 7.61% 9.80% 8.81% 8.26% 8.34% 8.35% Portfolio turnover (Note 1).............. 102.88% 141.15% 136.98% 151.74% 78.87% 82.93% 51.03% 74.10% 79.59% 169.06%
- ------- * Footnotes appear on Page 5. PROSPECTUS 3
MONEY MARKET PORTFOLIO -------------------------------------------------------------------------------------------------- FOR THE FOR THE FOR THE FOR THE FOR THE FOR THE FOR THE FOR THE FOR THE FOR THE YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED DECEMBER DECEMBER DECEMBER DECEMBER DECEMBER DECEMBER DECEMBER DECEMBER DECEMBER DECEMBER 31, 1995 31, 1994 31, 1993 31, 1992 31, 1991 31, 1990 31, 1989 31, 1988 31, 1987 31, 1986 -------- -------- -------- -------- -------- -------- -------- -------- -------- -------- SELECTED DATA FOR A SHARE OF CAPITAL STOCK OUTSTANDING THROUGHOUT THE PERIOD: NET ASSET VALUE: Beginning of period.... $10.48 $10.49 $10.52 $10.59 $10.67 $10.49 $10.32 $10.18 $10.78 $10.87 ------- -------- -------- -------- -------- -------- -------- -------- -------- -------- Income From Investment Operations Net investment income... .59 .40 .28 .39 .57 .86 .95 .76 .64 .70 ------- -------- -------- -------- -------- -------- -------- -------- -------- -------- Total From Investment Operations............. .59 .40 .28 .39 .57 .86 .95 .76 .64 .70 ------- -------- -------- -------- -------- -------- -------- -------- -------- -------- Less Distributions Dividends from net investment income...... (.62) (.41) (.31) (.46) (.65) (.68) (.78) (.62) (1.24) (.79) ------- -------- -------- -------- -------- -------- -------- -------- -------- -------- Total Distributions..... (.62) (.41) (.31) (.46) (.65) (.68) (.78) (.62) (1.24) (.79) ------- -------- -------- -------- -------- -------- -------- -------- -------- -------- NET ASSET VALUE: End of period................. $10.45 $10.48 $10.49 $10.52 $10.59 $10.67 $10.49 $10.32 $10.18 $10.78 ======= ======== ======== ======== ======== ======== ======== ======== ======== ======== Total Return............ 5.59% 3.85% 2.90% 3.73% 6.10% 8.23% 9.28% 7.55% 6.22% 6.72% Net assets at end of period................. $40,456 $39,961 $44,321 $55,412 $70,946 $78,014 $41,779 $26,907 $17,147 $12,116 (In Thousands) SIGNIFICANT RATIOS: Operating expenses to average net assets..... 0.49% 0.44% 0.38% 0.25% 0.25% 0.25% 0.25% 0.25% 0.25% 0.25% Net investment income to average net assets..... 5.39% 3.76% 2.85% 3.68% 5.93% 7.68% 8.82% 7.33% 6.06% 6.50% Portfolio turnover ..... N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
DIVERSIFIED PORTFOLIO ---------------------------------------------------------------------------------------------------------- FOR THE FOR THE FOR THE FOR THE FOR THE FOR THE FOR THE FOR THE FOR THE FOR THE YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR PERIOD ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED JULY 25, 1986 DECEMBER DECEMBER DECEMBER DECEMBER DECEMBER DECEMBER DECEMBER DECEMBER DECEMBER TO DECEMBER 31, 1995 31, 1994 31, 1993 31, 1992 31, 1991 31, 1990 31, 1989 31, 1988 31, 1987 31, 1986 ---------- -------- -------- -------- -------- -------- -------- -------- -------- ------------- SELECTED DATA FOR A SHARE OF CAPITAL STOCK OUTSTANDING THROUGHOUT THE PERIOD: NET ASSET VALUE: Beginning of period.. $13.40 $14.41 $13.58 $13.61 $11.47 $12.16 $10.58 $10.34 $10.34 $10.00 ---------- -------- -------- -------- -------- -------- -------- -------- -------- ------- Income From Investment Operations Net investment income.............. .59 .51 .46 .53 .62 .68 .75 .73 .56 .22 Net realized and unrealized gain (loss).............. 3.02 (.95) 1.58 .74 2.23 (.68) 1.54 .23 (.18) .12 ---------- -------- -------- -------- -------- -------- -------- -------- -------- ------- Total From Investment Operations........... 3.61 (.44) 2.04 1.27 2.85 .00 2.29 .96 .38 .34 ---------- -------- -------- -------- -------- -------- -------- -------- -------- ------- Less Distributions Dividends from net investment income... (.58) (.50) (.54) (.55) (.62) (.69) (.71) (.72) (.38) -- Dividends from net realized capital gains............... (.48) (.07) (.67) (.75) (.09) -- -- -- -- -- ---------- -------- -------- -------- -------- -------- -------- -------- -------- ------- Total Distributions... (1.06) (.57) (1.21) (1.30) (.71) (.69) (.71) (.72) (.38) -- ---------- -------- -------- -------- -------- -------- -------- -------- -------- ------- NET ASSET VALUE: End of period............ $15.95 $13.40 $14.41 $13.58 $13.61 $11.47 $12.16 $10.58 $10.34 $10.34 ========== ======== ======== ======== ======== ======== ======== ======== ======== ======= Total Return......... 27.03% (3.06)% 12.75% 9.48% 24.84% 0.00% 21.76% 9.25% 3.63% 3.40% Net assets at end of period.............. $1,114,834 $892,826 $743,798 $334,480 $232,276 $184,879 $172,968 $134,303 $112,867 $15,144 (In Thousands) SIGNIFICANT RATIOS: Operating expenses to average net assets.. 0.31% 0.32% 0.29% 0.25% 0.25% 0.25% 0.25% 0.25% 0.25% 0.25%* Net investment income to average net assets.............. 3.92% 3.66% 3.16% 3.85% 4.94% 5.74% 6.30% 6.64% 5.27% 5.48%* Portfolio turnover (Note 1)............ 79.29% 96.49% 95.84% 114.67% 70.56% 62.51% 50.61% 70.14% 61.30% 23.80%
- ------- * Footnotes appear on Page 5. PROSPECTUS 4
AGGRESSIVE GROWTH PORTFOLIO --------------------------------------------------------------------------------------------------------- FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE PERIOD ENDED ENDED ENDED ENDED ENDED ENDED ENDED APRIL 29, 1988 DECEMBER DECEMBER DECEMBER DECEMBER DECEMBER DECEMBER DECEMBER TO DECEMBER 31, 1995 31, 1994 31, 1993 31, 1992 31, 1991 31, 1990 31, 1989 31, 1988 ------------ ------------ ------------ ------------ ------------ ------------ ------------ -------------- SELECTED DATA FOR A SHARE OF CAPITAL STOCK OUTSTANDING THROUGHOUT THE PERIOD: NET ASSET VALUE: Beginning of period.......... $22.05 $22.54 $19.52 $18.11 $10.95 $12.41 $10.42 $10.00 -------- -------- -------- -------- -------- -------- -------- ------ Income From Investment Operations Net investment income......... (.01) .05 .04 .08 .06 .15 .20 .16 Net realized and unrealized gain (loss)......... 6.50 (.48) 5.06 1.77 7.25 (1.43) 3.00 .36 -------- -------- -------- -------- -------- -------- -------- ------ Total From Investment Operations...... 6.49 (.43) 5.10 1.85 7.31 (1.28) 3.20 .52 -------- -------- -------- -------- -------- -------- -------- ------ Less Distributions Dividends from net investment income......... -- (.05) (.06) (.10) (.07) (.14) (.14) (.10) Dividends from net realized capital gains.. (2.67) (.01) (2.02) (.34) (.08) (.04) (1.07) -- -------- -------- -------- -------- -------- -------- -------- ------ Total Distributions... (2.67) (.06) (2.08) (.44) (.15) (.18) (1.21) (.10) -------- -------- -------- -------- -------- -------- -------- ------ NET ASSET VALUE: End of period... $25.87 $22.05 $22.54 $19.52 $18.11 $10.95 $12.41 $10.42 ======== ======== ======== ======== ======== ======== ======== ====== Total Return.... 29.50% (1.88)% 22.63% 10.39% 66.41% (10.34)% 30.94% 5.21% Net assets at end of period.. $958,915 $590,047 $387,949 $129,249 $ 45,858 $ 15,409 $ 11,280 $4,738 (In Thousands) SIGNIFICANT RATIOS: Operating expenses to average net assets......... 0.81% 0.82% 0.79% 0.75% 0.75% 0.75% 0.75% 0.75%* Net investment income to average net assets......... (0.06%) 0.24% 0.18% 0.46% 0.45% 1.41% 1.41% 2.06%* Portfolio turnover (Note 1) ............ 255.83% 186.52% 120.82% 100.95% 146.12% 271.31% 226.39% 94.35%
STOCK INDEX PORTFOLIO ------------------------------------------------------------- FOR THE FOR THE FOR THE FOR THE FOR THE FOR THE YEAR YEAR YEAR YEAR YEAR PERIOD ENDED ENDED ENDED ENDED ENDED MAY 1, 1990 DECEMBER DECEMBER DECEMBER DECEMBER DECEMBER TO DECEMBER 31, 1995 31, 1994 31, 1993 31, 1992 31, 1991 31, 1990 -------- -------- -------- -------- -------- ----------- SELECTED DATA FOR A SHARE OF CAPITAL STOCK OUTSTANDING THROUGHOUT THE PERIOD: NET ASSET VALUE: Beginning of period.......... $13.87 $14.25 $13.27 $12.76 $9.96 $10.00 -------- -------- -------- -------- ------- ------ Income From Investment Operations Net investment income......... .32 .33 .35 .36 .35 .23 Net realized and unrealized gain (loss)......... 4.79 (.17) .98 .60 2.82 (.05) -------- -------- -------- -------- ------- ------ Total From Investment Operations...... 5.11 .16 1.33 .96 3.17 10.18 -------- -------- -------- -------- ------- ------ Less Distributions Dividends from net investment income......... (.32) (.32) (.35) (.26) (.37) (.22) Dividends from net realized capital gains.. (.10) (.22) -- (.19) -- -- -------- -------- -------- -------- ------- ------ Total Distributions... (.42) (.54) (.35) (.45) (.37) (.22) -------- -------- -------- -------- ------- ------ NET ASSET VALUE: End of period... $18.56 $13.87 $14.25 $13.27 $12.76 $9.96 ======== ======== ======== ======== ======= ====== Total Return.... 36.87% 1.18% 9.54% 7.44% 29.76% 1.95% Net assets at end of period.. $635,823 $363,001 $282,700 $144,692 $54,183 $6,956 (In Thousands) SIGNIFICANT RATIOS: Operating expenses to average net assets......... 0.32% 0.33% 0.32% 0.25% 0.24% 0.25%* Net investment income to average net assets......... 2.22% 2.51% 2.51% 2.74% 2.98% 4.12%* Net expenses to average net assets......... Operating expenses to average net assets before voluntary expense reimbursements. Net investment income to average net assets before voluntary expense reimbursements. Portfolio turnover (Note 1) ............ 6.35% 6.66% 13.99% 17.54% 1.18% 3.50% INTERNATIONAL STOCK PORTFOLIO ---------------------------------------------------- FOR THE FOR THE FOR THE FOR THE FOR THE YEAR YEAR YEAR YEAR PERIOD ENDED ENDED ENDED ENDED MAY 1, 1991 DECEMBER DECEMBER DECEMBER DECEMBER TO DECEMBER 31, 1995 31, 1994 31, 1993 31, 1992 31, 1991 --------- --------- --------- ---------- ----------- SELECTED DATA FOR A SHARE OF CAPITAL STOCK OUTSTANDING THROUGHOUT THE PERIOD: NET ASSET VALUE: Beginning of period.......... $12.30 $12.33 $8.63 $9.71 $10.00 --------- --------- --------- ---------- ----------- Income From Investment Operations Net investment income......... .03 .08 .02 .05 .05 Net realized and unrealized gain (loss)......... .07 .54 4.52 (1.04) (.20) --------- --------- --------- ---------- ----------- Total From Investment Operations...... .10 .62 4.54 (.99) 9.85 --------- --------- --------- ---------- ----------- Less Distributions Dividends from net investment income......... (.04) -- (.26) (.09) (.14) Dividends from net realized capital gains.. (.07) (.65) (.58) -- -- --------- --------- --------- ---------- ----------- Total Distributions... (.11) (.65) (.84) (.09) (.14) --------- --------- --------- ---------- ----------- NET ASSET VALUE: End of period... $12.29 $12.30 $12.33 $8.63 $9.71 ========= ========= ========= ========== =========== Total Return.... 0.84% 5.08% 47.76% (10.21)% (1.55)% Net assets at end of period.. $297,461 $272,952 $120,781 $18,998 $10,809 (In Thousands) SIGNIFICANT RATIOS: Operating expenses to average net assets......... Net investment income to average net assets......... 0.21% .08% 0.15% 0.89% 1.01%* Net expenses to average net assets......... 1.01% 1.04% 1.14% 0.97% 0.97%* Operating expenses to average net assets before voluntary expense reimbursements. -- -- 1.15% -- -- Net investment income to average net assets before voluntary expense reimbursements. -- -- 0.15% -- -- Portfolio turnover (Note 1) ............ 86.24% 65.84% 88.90% 65.09% 29.41%
- ------- * Ratios have been determined based on annualized operating results for the period. Twelve-month results may be different. Total return information shown in the Financial Highlights tables does not reflect expenses that apply at the separate account level or to related insurance products. Inclusion of these charges would reduce the total return figures for all periods shown. (1) The lesser of purchases or sales of portfolio securities for a period, divided by the monthly average of the market value of portfolio securities owned during the period. Securities with a maturity or expiration date at the time of acquisition of one year or less are excluded from the calculation. For the year ended December 31, 1995, excluding short-term securities, purchases of securities amounted to $489,702,902, $332,005,213, $762,472,356, $2,021,984,610, $176,294,937 and $229,872,910, and sales of securities amounted to $377,323,949, $299,203,930, $745,575,956, $1,889,874,185, $30,311,462 and $261,521,471 for the Growth, Income, Diversified, Aggressive Growth, Stock Index and International Stock Portfolios, respectively. PROSPECTUS 5 INVESTMENTS IN THE PORTFOLIOS ............................................................................... Investment Objectives and General Investment Policies Each Portfolio of the Fund has different general investment objectives, which are described below, and different rates of portfolio turnover. The rate of portfolio turnover, however, will not be a limiting factor when it is deemed appropriate to purchase or sell securities for a Portfolio. Portfolio turnover may vary from year to year or within a year depending upon economic, market and business conditions. To the extent that brokerage commissions are incurred in buying and selling portfolio securities, the rate of portfolio turnover could affect each Portfolio's net asset value. The rates of portfolio turnover for the Growth, Income and Diversified Portfolios for the past ten years, the Aggressive Growth Portfolio for the past eight years, the Stock Index Portfolio for the past six years and the International Stock Portfolio for the past five years are set forth in the Financial Highlights. Also, the Fund intends to comply with the various requirements of the Internal Revenue Code so as to qualify as a "regulated investment company" thereunder. (See "Dividends, Distributions and Taxes.") Among such requirements is a limitation that less than 30% of the amount of gross income which each Portfolio may derive from gain on the sale or other disposition of instruments may be with respect to instruments held for less than three months. Accordingly, the ability of any Portfolio to effect certain short-term portfolio transactions may be limited. The Fund also intends to comply with the diversification requirements of the Internal Revenue Code (see "Taxes" in the Statement of Additional Information). Each Portfolio which invests in equity securities may invest up to 10% of its total assets in shares of other investment companies (up to 5% of which may be invested in any single investment company), including unit investment trusts that issue shares representing separate rights to capital appreciation and dividends in respect of the common stock of various issuers. Such investments may in effect include the payment of duplicative management or other fees. Other limitations may apply (see "Certain Investment Limitations" in the Statement of Additional Information). Since investment involves both opportunities for gain and risks of loss, no assurance can be given that the Portfolios will achieve their objectives. Contract owners should carefully review the objectives and policies of the Portfolios and consider their ability to assume the risks involved before purchasing a Contract and allocating amounts thereunder to particular Portfolios. Since the prices of the types of securities usually purchased for the Growth, Aggressive Growth, Stock Index and International Stock Portfolios and, to some extent, for the Diversified Portfolio tend to fluctuate more than the prices of the securities usually purchased for the Income Portfolio or the Money Market Portfolio, the net asset value of the Growth, Aggressive Growth, Diversified, Stock Index and International Stock Portfolios may experience greater short-term and long-term variations than the other Portfolios. Growth Portfolio The Growth Portfolio seeks long-term growth of capital and income, and moderate current income. The Growth Portfolio will seek to achieve a superior overall return, while at the same time attempting to minimize the effects of significant stock market declines. It is anticipated that there will be a mix of assets in the Growth Portfolio. A portion of the Growth Portfolio may be invested in equity securities of good quality and in well-established companies where the stock price is considered to represent good value, based on factors including historical investment standards, such as price/book value ratios and price/earnings ratios. Another portion of the Growth Portfolio may be invested in smaller emerging growth companies. These are companies that are in the development stage of their life cycles and that are expected to achieve above- average earnings growth. Typically, these companies are benefiting from new developments in advanced technology or are providing new products and services to consumers. A third portion of the Growth Portfolio may be held in short- term fixed income investments. The mix of assets in the Growth Portfolio will vary with prevailing economic and market conditions. Consequently, the three portions of the Growth Portfolio's assets will not be invested in any specified proportions. Generally, the greater portion of assets will be invested in equity securities of established companies. Up to 25% of the assets may be invested in securities convertible into common stocks. The Growth Portfolio may acquire warrants. Securities convertible into common stocks consist primarily of bonds or preferred stocks which have warrants attached or which are exchangeable into a specified number of shares of common stock. A warrant is a right, for a specified period of time, to acquire a specified number of shares of common stock for a PROSPECTUS 6 specified price per share. A Portfolio will experience a gain to the extent the stock price at the time the warrant is exercised exceeds the sum of the exercise price and the Portfolio's cost of the warrant. However, to the extent the stock price at the time the warrant expires or is exercised is less than that sum, the Portfolio will suffer a loss, anywhere up to the full cost of the warrant. Other types of convertible securities, depending on their terms which vary widely, may involve similar risks of loss. Investments in relatively smaller companies involve greater risk than is customarily associated with more established companies. Smaller companies often have limited product lines, markets, or financial resources, and they may be dependent upon one-person management. The securities of smaller companies may have limited marketability and may be subject to more abrupt or erratic market movements than securities of larger companies or the market averages in general. However, the Growth Portfolio will endeavor to control risk by investing in a diversified group of companies and industries. The Growth Portfolio will also seek to shift funds into short-term instruments of the type described in the first paragraph under "Money Market Portfolio" for defensive purposes in periods of adverse market conditions and in periods when short-term rates appear more attractive than prospective equity returns. Income Portfolio The primary investment objective of the Income Portfolio is to achieve the highest possible total return, by combining current income with capital gains, consistent with prudent investment risk. An additional objective is preservation of capital. In seeking to achieve these objectives, the Portfolio will invest at least 75% of the value of its assets in straight debt securities which have a rating within the three highest grades as determined by Standard & Poor's Ratings Group (Standard & Poor's) or Moody's Investor Services Inc. (Moody's). (See "Investment Practices and Policies" in the Statement of Additional Information for a discussion of these ratings.) In the event that securities held by the Portfolio fall below those ratings, the Portfolio will not be obligated to dispose of such securities and may continue to hold such securities if, in the opinion of Metropolitan Life or State Street Research, such investment is considered appropriate under the circumstances. From time to time, up to 25% of the Income Portfolio's total assets may be invested in straight debt securities which are not rated within the three highest grades of Standard & Poor's or Moody's as described above, or in convertible debt securities, convertible preferred and preferred stocks of companies, the senior securities of which have a rating within the three highest grades of Standard & Poor's or Moody's applicable to such securities. Debt securities within the top credit categories (i.e., rated AAA, AA or A by Standard & Poor's or Aaa, Aa or A by Moody's) comprise what are generally known as high-grade bonds. Medium-grade bonds (i.e., rated BBB by Standard & Poor's or Baa by Moody's) lack outstanding investment characteristics and also have speculative characteristics, but are regarded as having an adequate capacity to pay principal and interest, although adverse economic conditions or changing circumstances are more likely to lead to a weakening of such capacity than that for higher grade bonds. Such debt securities, as well as those in higher grade categories, are generally known as investment grade securities. Bonds rated BB or B by Standard & Poor's or Ba or B by Moody's (generally known as lower-medium and lower grade bonds) are the lowest grades in which the Income Portfolio will invest and are regarded, on balance, as predominantly speculative with respect to the issuer's capacity to pay interest and principal in accordance with the terms of the obligation. While such bonds will likely have some quality and protective characteristics, these are outweighed by uncertainties or risk exposures to adverse conditions. Lower-medium and lower quality bonds may be more susceptible to real or perceived adverse economic and individual corporate developments than would investment grade bonds. For example, a projected economic downturn or the possibility of an increase in interest rates could cause a decline in high yield bond prices because such an event might lessen the ability of highly leveraged high yield issuers to meet their principal and interest payment obligations, meet projected business goals or obtain additional financing. In addition, the secondary trading market for lower-medium and lower quality bonds may be less liquid than the market for investment grade bonds. This potential lack of liquidity may make it more difficult to accurately value certain portfolio securities. See the Statement of Additional Information for further information concerning the ratings of debt securities. During the period January 1, 1995 to December 31, 1995, the percentage of the Income Portfolio's total investments on an average annual basis invested in securities of each rating category was as follows: 79.6% in securities rated AAA or its equivalent, 2.2% in securities rated AA or its equivalent, 8.2% in securities rated A or its equivalent, 3.1% in securities rated BBB or its equivalent, 3.1% in securities rated BB or its equivalent, 3.4% in securities rated B or its equivalent, and 0.4% in securities rated CCC or its equivalent, as determined by the Fund on a dollar weighted basis. The above percentages reflect ratings as of the time of purchase and subsequent changes, if any, including downgrades, for the period the securities were held. PROSPECTUS 7 Of these securities, 100% were rated by a nationally recognized statistical rating organization ("NRSRO"). If at any time the Income Portfolio purchases unrated investments, such investments would be purchased only if considered by the Fund's Board of Directors to be of comparable quality to the portfolio investments rated by an NRSRO. The maturity of debt securities is considered long (ten years or more), intermediate (one to ten years), or short-term (twelve months or less). The proportion invested by the Portfolio in each category will generally vary depending upon an analysis of market values and trends by State Street Research. The Income Portfolio will be subject to market risks resulting from changes in interest rates. However, the Portfolio's emphasis on high-grade bonds should, overall, minimize the financial risks of its investments. Moreover, the Income Portfolio may forego attempting to achieve the highest levels of income in the short term in order to limit risk of loss. The Income Portfolio will not directly purchase common stocks or warrants. However, it may retain up to 10% of the value of its total assets in common stocks acquired either by conversion of fixed income securities or by the exercise of warrants attached thereto. When prevailing market or economic conditions warrant, a portion of the Income Portfolio may be invested in short-term instruments of the type described in the first paragraph under "Money Market Portfolio" below, to effectively utilize cash reserves. Money Market Portfolio The investment objective of the Money Market Portfolio is to achieve the highest possible current income consistent with preservation of capital and maintenance of liquidity, by investing primarily in short-term money market instruments. The Money Market Portfolio will invest in short-term United States government securities, government agency securities, bank certificates of deposit and bankers' acceptances, short-term corporate debt securities (such as commercial paper), variable amount master demand notes and repurchase and reverse repurchase agreements. The types of money market instruments in which the Money Market Portfolio may invest are described more fully in "Investment Practices and Policies," in the Statement of Additional Information. The Money Market Portfolio will limit its investments to securities that are determined to have "minimal credit risks" and that are "Eligible Securities." Eligible Securities have a remaining maturity at the time of purchase of not more than thirteen months. They are rated in one of the two highest rating categories by at least two nationally recognized statistical rating organizations ("NRSRO's") (or by the only NRSRO that has rated the security), or, if unrated, are of comparable quality. The Money Market Portfolio will not invest more than five percent of its assets in Eligible Securities which are not rated in the highest short-term rating category by at least two NRSRO's (or by the only NRSRO that has rated the instrument), or comparable unrated securities ("Second Level Securities"). In addition to the requirements set forth in fundamental investment policy number 1 under "Investment Practices and Policies" in the Statement of Additional Information, the Money Market Portfolio generally will not invest more than five percent of its assets in the securities of any one issuer, excluding United States government securities, measured at the time of purchase. Moreover, the Portfolio will invest no more than the greater of (i) one percent of its assets and (ii) one million dollars, in the Second Level Securities of any one issuer. Finally, the Portfolio will maintain a dollar weighted average maturity of not more than ninety days. The value of the securities in the Money Market Portfolio can be expected to vary inversely with the changes in prevailing interest rates. Thus, if interest rates increase after a security is purchased, that security, if sold, might be sold at less than cost. Conversely, if interest rates decline after purchase, the security, if sold, might be sold at a profit. In either instance, if the security were held to maturity, no gain or loss would normally be realized as a result of these fluctuations. Substantial redemptions of shares of the Money Market Portfolio could require the sale of portfolio investments at a time when a sale might not be desirable. Diversified Portfolio The investment objective of the Diversified Portfolio (formerly the Discretionary Portfolio) is to achieve a high total return while attempting to limit investment risk and preserve capital by investing in equity securities, fixed-income debt securities, or short-term money market instruments, or any combination thereof, at the discretion of State Street Research. State Street Research will manage the investments of the Portfolio as if they constituted the complete investment program of an investor. It is anticipated that State Street Research will vary the portion of the Diversified Portfolio's assets invested in each type of security after considering economic conditions, the general level of common stock prices, interest rates, and other relevant considerations, including the risks of each type of security. The equity securities portion of the Portfolio will be similar in PROSPECTUS 8 composition to and consist of securities that are permissible investments for the Growth Portfolio, the fixed-income debt securities portion will be similar in composition to and consist of securities that are permissible investments for the Income Portfolio, and the short-term money market instruments portion will consist of securities of a type described in the first paragraph under "Money Market Portfolio" above. There are no limitations with respect to the percent of the assets of the Diversified Portfolio that may be invested in each of the three portions described above. Thus, from time to time it may invest entirely in equity securities, entirely in fixed-income debt securities, entirely in short-term money market instruments, or any combination of these types of securities in accordance with the full, complete and total discretion of State Street Research, subject to the oversight of Metropolitan Life and the Board of Directors of the Fund. The Diversified Portfolio seeks to reduce the need of an investor in the Fund to consider in which of several types of investments various amounts of his or her monies should be invested, depending on the current economic environment. This difficult task depends on the ability to select appropriate investments at the appropriate time in light of anticipated changes in market conditions. The Diversified Portfolio also is designed to reduce the risks associated with investments in any one type of security by utilizing a variety of investments. However, the performance of the Portfolio will depend upon State Street Research's judgment and ability to structure the investments in the Portfolio to maximize return in anticipation of changing market conditions. Obviously, there is no assurance that such goals will be achieved. Aggressive Growth Portfolio The primary investment objective of the Aggressive Growth Portfolio is to achieve maximum capital appreciation by investing primarily in common stocks (and equity and debt securities convertible into or carrying the right to acquire common stocks) of emerging growth companies, undervalued securities or special situations. Current income is not a consideration in the selection of investments for the Portfolio. State Street Research considers emerging growth companies to be less mature companies that are growing substantially faster than the overall U.S. economy. The Portfolio will invest in those emerging growth companies believed to offer appreciation potential greater than the stock market as a whole. State Street Research considers securities to be undervalued or to be special situations when, for example, the stock of larger and more mature companies trade at prices below what State Street Research believes to be the companies' intrinsic value, and therefore offer the potential for above-average investment returns. State Street Research also seeks to identify securities that are undervalued due to adverse operating results, economic or industry conditions or unfavorable publicity. Securities are selected for the Aggressive Growth Portfolio based on a continuous study of trends in industries and companies, earning power, growth features and other investment criteria. The Aggressive Growth Portfolio may not be suitable for all investors because of the risks described below. Investing in stocks of companies that offer high appreciation potential involves greater risk than is customarily associated with investing in more established companies. As discussed above in connection with the Growth Portfolio, investment in relatively less mature companies involves certain risks since such companies often have limited product lines, markets or financial resources, and they may be dependent upon limited or even one-person management. The common stocks of less mature companies frequently are traded only on smaller securities exchanges or in the over-the-counter market. Therefore, the securities of smaller companies may have limited marketability and may be subject to more abrupt or erratic market movements than securities of larger companies or the market averages in general. The Aggressive Growth Portfolio will also seek to shift funds into short-term instruments of the type described in the first paragraph under "Money Market Portfolio" for defensive purposes in periods of adverse market conditions and in periods when short-term rates appear more attractive than prospective equity returns. The Aggressive Growth Portfolio ordinarily does not expect to acquire warrants. The length of time that the Portfolio may hold a particular security is generally not a consideration in making investment decisions. The Portfolio may engage in active trading of portfolio securities if it is deemed advisable. This could result in a high rate of portfolio turnover and correspondingly greater transaction costs to the Portfolio, including brokerage commissions. Stock Index Portfolio The investment objective of the Stock Index Portfolio is to equal the performance of the Standard & Poor's 500 Composite Stock Price Index ("S&P Index") (adjusted to assume reinvestment of dividends) by investing in the common stock of companies which are included in the PROSPECTUS 9 S&P Index. The S&P Index consists of 500 common stocks, most of which are listed on the New York Stock Exchange. In choosing the 500 stocks which are included in the S&P Index, Standard & Poor's Equity Services considers market values and industry diversification. Most of the stocks in the S&P Index are issued by companies among the largest, in terms of the aggregate market value of their outstanding stock, measured by the market price per share multiplied by the number of shares outstanding. Stocks that are not among the five hundred largest are included in the S&P Index for diversification purposes. Standard & Poor's Equity Services may, from time to time, add or remove stocks from the S&P Index. Standard & Poor's Equity Services is not a sponsor of, or in any other way affiliated with, the Fund. The Stock Index Portfolio attempts to duplicate the total return of the S&P Index while maintaining low transaction costs. The Portfolio will invest in equity securities that, as a group, reflect the composite performance of the S&P Index based on a computer program that tracks the performance of the various stocks in the S&P Index. As is the case with the S&P Index, the Portfolio will invest in both dividend paying and non-dividend paying common stocks. The Portfolio may not own, at the same time, each individual stock in the S&P Index. The Portfolio, upon commencement of operations, held about 350 of the stocks included in the S&P Index. Since the commencement of operations, the number has increased to include approximately 470 stocks included in the S&P Index as the Portfolio has grown in total assets. As the total assets in the Portfolio continue to increase it is possible that the number of stocks held by the Portfolio may also increase to include all 500 stocks included in the S&P Index. The Stock Index Portfolio uses a correlation coefficient to measure the relationship between the performance of the Portfolio and the S&P Index. A perfect correlation would produce a coefficient of 1.00 which would be achieved when the Portfolio's net asset value, including the value of its dividends, increases or decreases in exact proportion to the change in the S&P Index. The Portfolio will attempt to maintain a target correlation coefficient of at least .95. If this target is in danger of not being achieved, the components of total return of both the Portfolio and the S&P Index would be broken down to determine the source of the difference so that corrective steps could be taken. The Portfolio may also diversify differently by industry segment (such as automotive industry, airline industry, electronics industry) than does the S&P Index. It is expected that initially approximately 60% of the assets in the Portfolio will be allocated based on a simple capitalization basis, with the remaining assets allocated on an industry weighted basis. The Portfolio will be rebalanced only if it deviates from the appropriate weightings by a certain percent depending on the particular stock or industry. The Portfolio will not purchase any common stock that is not included in the S&P Index. Under normal circumstances, at least 75% of the total assets of the Portfolio will be common stocks included in the S&P Index. (Circumstances that would not be considered normal include an unusual cash flow pattern such as an unexpectedly large inflow of cash which the portfolio manager is unable to invest quickly and completely in such stocks because of the amount of the cash, or a major catastrophe like atomic war or a natural disaster which prevents investment in common stocks.) A portion of the Portfolio may temporarily be invested in short-term investments of the type described in the first paragraph under "Money Market Portfolio", pending withdrawal or investment. The Stock Index Portfolio will not utilize a defensive investment approach in periods of adverse market conditions such as generally declining stock prices. Therefore, an investor participating in the Portfolio bears the risk of such adverse market conditions. The Portfolio's return may be lower than the return of the S&P Index because of brokerage and other transaction costs, other Portfolio or Fund expenses, and tracking error. The Stock Index Portfolio will not trade in securities for short-term profits. Generally, the Portfolio will only trade securities to reflect changes in the S&P Index or to carry out appropriate rebalancing for diversification purposes or to more closely track the return of the S&P Index. International Stock Portfolio The investment objective of the International Stock Portfolio is to achieve long-term growth of capital by investing primarily in common stocks and equity-related securities of non-United States ("U.S.") companies. Non-U.S. companies for these purposes are companies domiciled outside the United States. Current income is not a specific prerequisite in the selection of portfolio securities. Management will measure long-term growth in U.S. dollars. To achieve its objective, the International Stock Portfolio will, under normal circumstances, invest at least 65% of its net assets in common stocks and equity-related securities of established larger capitalization non- U.S. companies having attractive long- PROSPECTUS 10 term prospects for growth of capital. Equity-related securities in which the Portfolio may invest include: preferred stocks, securities convertible into or exchangeable for common stocks, and warrants. Up to 25% of the assets may be invested in securities convertible or exchangeable into common stocks. See "Growth Portfolio" for a discussion of convertible securities. The International Stock Portfolio may also invest up to 5% of its net assets in common stocks and equity-related securities of smaller capitalization emerging growth companies that GFM expects will achieve above-average long-term earnings growth. The International Stock Portfolio may also acquire privately placed equity securities, limited to 5% of the Portfolio's net assets. Although the International Stock Portfolio will be primarily invested in common stocks and equity-related securities of non-U.S. companies, to the extent it is not so invested, it may be invested in other types of securities, including: (i) high and medium quality debt securities of domestic and non- U.S. issuers rated at least Baa or its equivalent by an NRSRO or, if unrated, of comparable investment quality as determined by GFM and (ii) high-quality domestic and non-U.S. money market instruments, including repurchase agreements with non-U.S. banks and broker-dealers and "synthetic" money market positions. See "Other Investment Practices" for information concerning repurchase agreements and synthetic money market positions. Under normal market and economic conditions, the Portfolio intends to invest primarily in non-U.S. equity and debt securities. Nevertheless, if current or anticipated political, market, or economic conditions warrant, the Portfolio may for temporary or defensive purposes invest in domestic money market instruments, debt securities, and equity securities without limitation. The International Stock Portfolio intends to broadly diversify its holdings by both the number of companies and the countries in which it will invest. Under normal circumstances, the Portfolio expects to have at least three different countries outside the U.S. represented in its portfolio. No more than 20% of net assets will be invested in any one country at any one time except that an additional 15% of net assets may be invested in securities of issuers located in Australia, Canada, France, the United Kingdom, or Germany and an additional 22% of net assets may be invested in securities of issuers located in Japan. The Portfolio has no other set limits related to the geography of its investments and expects to invest in companies located in Western Europe, the Pacific Basin, and Latin America. When allocating investments among geographic regions and individual countries, GFM considers various factors, such as: prospects for relative economic growth among countries, regions or geographic areas; expected levels of inflation; government policies influencing business conditions; and the outlook for currency relationships. The common stocks and equity-related securities purchased by the International Stock Portfolio are generally expected to be traded on a non- U.S. stock exchange or on an established over-the-counter market. The Portfolio will also invest in common stocks and equity-related securities of non-U.S. companies through the purchase of American Depository Receipts ("ADRs"), European Depository Receipts ("EDRs"), and International Depository Receipts ("IDRs"). See "Foreign Securities" for a further discussion of these investments. The International Stock Portfolio intends to invest primarily in securities denominated in currencies other than the U.S. dollar, may temporarily hold funds in bank deposits or money market investments denominated in non-U.S. currencies, and may receive interest, dividends, and sale proceeds in non-U.S. currencies. As a result, the Portfolio will engage in currency exchange transactions to convert currencies to or from U.S. dollars. These currency transactions may be on a spot (i.e., cash) basis at the spot rate prevailing in the non-U.S. exchange market. To reduce risks associated with currency fluctuations, the Portfolio may also enter into forward foreign currency exchange contracts to purchase or sell selected currencies, may write covered put and call options on selected currencies, may purchase put or call options on selected currencies, may sell or purchase currency futures contracts, and may sell or purchase put or call options on currency futures contracts. Such transactions will be used for hedging purposes or to earn additional income, but in no event for speculation. See "Other Investment Practices" for information concerning these investment techniques and the manner in which they may be used by the Portfolio. The Fund may establish other portfolios from time to time. Fundamental Investment Policies The Fund has adopted the following fundamental policies relating to the investment of assets of the Portfolios and their activities. Additional fundamental investment policies are described in the Fund's Statement of Additional Information at "Investment Practices and Policies." The fundamental policies discussed below and in the Statement of Additional Information, unlike the general objectives and policies discussed above, may not be changed without approval by the requisite vote of the outstanding voting shares of each Portfolio affected. No Portfolio may: 1. write call options which are not covered options; PROSPECTUS 11 2. (except for the International Stock Portfolio which may write covered put options), write put options, except to close out option positions previously entered into; 3. invest in commodities or commodity contracts, except that: (i) any Portfolio that invests in equity securities may purchase and sell stock index futures contracts, may write covered call options and purchase put and call options on such stock index futures contracts and may enter into closing transactions with respect to such options; (ii) all Portfolios may purchase and sell interest rate futures contracts, may write covered call options and purchase put and call options on such interest rate futures contracts and may enter into closing transactions with respect to such options; (iii) all Portfolios may write covered call options and purchase put and call options on indices and may enter into closing transactions with respect to such options, to the extent that investment in a particular index is economically appropriate for the management of the Portfolio's underlying securities and consistent with its investment objective(s) and policies; and (iv) the International Stock Portfolio may purchase and sell stock index, interest rate, and currency futures contracts, may write covered put and call options on such futures contracts, may purchase put and call options on such futures contracts, and may enter into closing transactions with respect to options on such futures contracts; 4. make loans, provided, however, that this restriction shall not prohibit a Portfolio from (a) entering into repurchase agreements (see "Investment Practices and Policies," in the Statement of Additional Information), (b) purchasing bonds, notes, debentures or other obligations of a character customarily purchased by institutional or individual investors (whether or not publicly distributed) and (c) making loans of its portfolio securities which do not thereupon cause in excess of 20% of the value of the Portfolio's total assets to consist of loaned securities (see "Lending of Portfolio Securities" in the Statement of Additional Information for a discussion of additional risks associated with such practice); or 5. (except for the International Stock Portfolio, which may invest all of its assets in securities of foreign issuers) purchase securities of foreign issuers if more than 10% of the value of the Portfolio's total assets would thereupon be invested in such securities. However, up to 25% of the value of the Portfolio's total assets may be invested in securities (i) issued, assumed or guaranteed by foreign governments, or political subdivisions or instrumentalities thereof, (ii) assumed or guaranteed by domestic issuers or (iii) issued, assumed or guaranteed by foreign issuers having a class of securities listed for trading on the New York Stock Exchange. (See "Foreign Securities" for a discussion of additional risks associated with such investments.) Other Investment Practices Writing Covered Put and Call Options and Purchasing Put and Call Options. In order to earn additional income or as a hedge against or to minimize anticipated declines in the value of its securities, each Portfolio may write (sell) covered call options on securities and stock indices and may purchase call options to close out covered call options previously entered into. In addition, to earn additional income, the International Stock Portfolio may write covered put options on securities and stock indices and may purchase put options to close out such covered put options previously written. The International Stock Portfolio also may write covered call and covered put options on currencies and may purchase call and put options to close out covered put and covered call options previously written. The International Stock Portfolio may write covered call and covered put options on currencies to hedge against anticipated declines in the exchange rate of the currencies in which the Portfolio's securities held or to be purchased are denominated or to earn additional income for the Portfolio. As a general matter, a call option gives the holder (purchaser) the right to buy and obligates the writer (seller) to sell, in return for a premium paid, the underlying security or currency at the exercise price during the option period. As a general matter, a put option gives the holder (purchaser) the right to sell and obligates the writer (seller) to purchase, in return for a premium paid, the underlying security or currency at the exercise price during the option period. In economic effect, a stock index call or put option is similar to an option on a particular security, except that the value of the option depends on the weighted value of the group of securities comprising the index, rather than a particular security, and settlements are made in cash rather than by delivery of a particular security. Each Portfolio will write covered call options only with respect to equity securities, bonds, and stock and bond indices which correlate with that Portfolio's particular portfolio securities and the International Stock Portfolio may write covered put and covered call options only on currencies that correlate with that Portfolio's investments. The Portfolios will write only covered options that are listed on recognized securities exchanges. PROSPECTUS 12 Each Portfolio may also purchase put and call options with respect to securities and indices that correlate with that Portfolio's particular securities and the International Stock Portfolio may purchase put and call options on currencies that correlate with that Portfolio's investments. A Portfolio may purchase put options for defensive purposes in order to protect against an anticipated decline in the value of its portfolio securities or, with respect to the International Stock Portfolio, the currencies in which its securities are denominated. As the holder of a put option with respect to individual securities or currencies, the Portfolio has the right to sell the securities or currencies underlying the options and to receive a cash payment at the exercise price at any time during the option period. As the holder of a put option on an index, the Portfolio has the right to receive, upon exercise of the option, a cash payment equal to a multiple of any excess of the strike price specified by the option over the value of the index. A Portfolio may purchase call options in order to acquire the securities or currencies underlying the option or, with respect to options on indices, to receive income equal to the value of such index over the strike price. As the holder of a call option with respect to individual securities or currencies, the Portfolio obtains the right to purchase the underlying security or currency at the exercise price at any time during the option period. With respect to options on an index, the holder of a call option obtains the right to receive, upon exercise of the option, a cash payment equal to the multiple of any excess of the value of the index on the exercise date over the strike price specified in the option. Although these investment practices will be used to generate additional income and to attempt to reduce the effect of any adverse price movement in the security or currency subject to the option, they do involve certain risks that are different in some respects from investment risks associated with similar funds which do not engage in such activities. These risks include the following: writing covered call options--the inability to effect closing transactions at favorable prices and the inability to participate in the appreciation of the underlying securities or currencies above the exercise price; writing covered put options--the inability to effect closing transactions at favorable prices and the obligation to purchase the specified securities or currencies or to make a cash settlement on the stock index at prices which may not reflect current market values or exchange rates; and purchasing put and call options--possible loss of the entire premium paid. In addition, the effectiveness of hedging through the purchase or sale of index options will depend upon the extent to which price movements in the portion of the securities portfolios being hedged correlate with price movements in the selected index. Perfect correlation may not be possible because the securities held or to be acquired by a Portfolio may not exactly match the composition of the index on which options are written. If the forecasts of Metropolitan Life, State Street Research or GFM regarding movements in securities prices, interest rates or exchange rates are incorrect, the Portfolio's investment results may have been better without the hedge. A more thorough description of these investment practices and their associated risks is contained in the Fund's Statement of Additional Information. Futures Contracts and Options on Futures Contracts. All the Portfolios except the Stock Index Portfolio may purchase and sell futures contracts on debt securities and indices of debt securities (i.e. interest rate futures contracts) as a hedge against or to minimize adverse principal fluctuations resulting from anticipated interest rate changes or as an efficient means to adjust their exposure to the bond market. The Growth, Diversified, Aggressive Growth, Stock Index and International Stock Portfolios may, where appropriate, enter into stock index futures contracts to provide a hedge for a portion of that particular Portfolio's equity holdings. Stock index futures contracts may be used as a way to implement either an increase or decrease in portfolio exposure to the equity markets in response to changing market conditions. The International Stock Portfolio may also purchase and sell currency futures contracts as a hedge to protect against anticipated changes in currency rates or as an efficient means to adjust its exposure to the currency market. Each Portfolio may also write (sell) covered call options on futures contracts, purchase put and call options on futures contracts of the type which that Portfolio is permitted to purchase or sell, and may enter into closing transactions with respect to such options on futures contracts purchased or sold. The International Stock Portfolio may also write covered put options on futures contracts and may enter into closing transactions with respect to such options on futures contracts. The Portfolios will not enter into futures contracts for speculation and will only enter into futures contracts that are traded on a recognized futures exchange. No Portfolio will enter into futures contracts or options thereon if immediately thereafter the sum of the amounts of initial margin deposits on the Portfolio's open futures contracts and premiums paid for unexpired options on futures contracts would exceed 5% of the value of that Portfolio's total assets; provided however, that in the case of an option that is "in-the-money" at the time of purchase, the "in-the- money" amount may be excluded in calculating the 5% limitation. The use of futures contracts by the Portfolios entails certain risks, including but not limited to the following: no assurance that futures contracts transactions can be PROSPECTUS 13 offset at favorable prices; possible reduction of a Portfolio's income due to the use of hedging; possible reduction in value of both the securities or currency hedged and the hedging instrument; possible lack of liquidity due to daily limits on price fluctuations; imperfect correlation between the contract and the securities or currencies being hedged; and potential losses in excess of the amount initially invested in futures contracts themselves. If the expectations of Metropolitan Life, State Street Research or GFM regarding movements in securities prices, interest rates or exchange rates are incorrect, a Portfolio may have experienced better investment results without hedging. The use of futures contracts and options on futures contracts requires special skills in addition to those needed to select portfolio securities. A further discussion of futures contracts and their associated risks is contained in the Statement of Additional Information. Foreign Securities. Subject to the restrictions contained in fundamental investment policy number 5 and each Portfolio's investment objectives and policies, each Portfolio may purchase securities of foreign issuers (including foreign governments) or securities denominated in foreign currencies. When investing in common stocks and equity-related securities of foreign issuers, the Portfolios may purchase ADRs, EDRs, and IDRs. ADRs are U.S. dollar-denominated certificates issued by a U.S. bank or trust company and represent the right to receive securities of a foreign issuer deposited in a domestic bank or foreign branch of a U.S. bank. EDRs and IDRs are receipts issued in Europe, generally by a non-U.S. bank, or trust company, that evidence ownership of non-U.S. securities. ADRs are traded on domestic exchanges or in the U.S. over-the-counter market and, generally, are in registered form. EDRs and IDRs are traded on non-U.S. exchanges or in non-U.S. over-the-counter markets and, generally, are in bearer form. Investment in ADRs has certain advantages over direct investment in the underlying non-U.S. securities because (i) ADRs are U.S. dollar-denominated investments which are registered domestically, easily transferable, and for which market quotations are readily available, and (ii) issuers whose securities are represented by ADRs are subject to the same auditing, accounting, and financial reporting standards as domestic issuers. Each Portfolio may also, in accordance with its specific investment objectives, policies, and restrictions, purchase high-quality U.S. dollar- denominated money market securities of foreign issuers. Such money market securities may be registered domestically and traded on domestic exchanges or in the U.S. over-the-counter market (e.g. Yankee securities), or may be registered abroad and traded exclusively in foreign markets (e.g. Eurodollar securities). Although investments in foreign securities by each Portfolio, except for the International Stock Portfolio, are intended to reduce risk by providing further diversification, investments in securities of foreign issuers, particularly non-governmental issuers, involve risks which are not ordinarily associated with investments in domestic issuers. The securities of non-U.S. issuers held by the Portfolios generally will not be registered under, nor will the issuers thereof be subject to, the reporting requirements of the U.S. Securities and Exchange Commission. Accordingly, there may be less publicly available information about the securities and about the foreign company or government issuing them than is available about a domestic company or government entity. Companies outside the United States are not subject to the same accounting, auditing, and financial reporting standards, practices, and requirements applicable to domestic companies. Stock markets outside the United States may not be as developed or as efficient as those in the United States, and government supervision and regulation of those stock markets and brokers is not identical to that in the United States. The securities of some non-U.S. companies may be less liquid and more volatile than securities of comparable U.S. companies, and settlement of transactions with respect to such securities may sometimes be delayed beyond periods customary in the United States, which might present liquidity concerns. Further, fixed brokerage commissions on certain non-U.S. stock exchanges are generally higher than negotiated commissions on United States exchange-listed securities, and custodial costs with respect to these securities generally exceed domestic costs. In addition, with respect to some countries, there is the possibility of unfavorable changes in investment or exchange control regulations, expropriation, or confiscatory taxation, limitations on the removal of funds or other assets of the Portfolios, political or social instability, or diplomatic developments that could adversely affect investments in those countries. Further, the value of each Portfolio's securities denominated in foreign currencies will be affected favorably or unfavorably by changes in currency exchange rates and exchange control regulations, and the Portfolios may incur costs in connection with conversions between various currencies. Metropolitan Life, State Street Research and GFM will consider these and other factors before investing in foreign securities, and neither Metropolitan Life, State Street Research nor GFM will make such investments unless, in its opinion, the potential benefits to a Portfolio are deemed to outweigh the risks and such investments PROSPECTUS 14 will meet the policies, standards and objectives of a particular Portfolio. Forward Foreign Currency Exchange Contracts. When the Portfolios, and in particular the International Stock Portfolio, invest in securities denominated in currencies other than U.S. dollars, such securities may be affected favorably or unfavorably by changes in currency rates. Each Portfolio (except the Stock Index Portfolio) may use forward foreign currency exchange contracts ("forward currency contracts") to hedge the currency risk relating to the non- U.S. dollar-denominated securities purchased, sold, or held by that Portfolio. A forward currency contract involves an obligation to purchase or sell a specific currency at a future date, which may be any fixed number of days from the date of the forward currency contract agreed upon by the parties, at a price set at the time of the contract. These forward currency contracts are principally traded in the interbank market conducted directly between currency traders (usually large commercial banks) and their customers. The Portfolios may enter into forward currency contracts only under two circumstances. First, when a Portfolio has entered into a contract to purchase or sell a security denominated in a foreign currency, that Portfolio may be able to protect itself against a possible loss, between the trade date and the settlement date for such security, resulting from an adverse change in the relationship between the U.S. dollar and the foreign currency in which such security is denominated, by entering into a forward currency contract in U.S. dollars for the purchase or sale of the amount of the foreign currency involved in the underlying security transaction. However, this practice may limit potential gains which might result from a positive change in such currency relationships. Second, when the management for a Portfolio believes that the currency of a particular country may suffer or enjoy a substantial movement against the U.S. dollar (or another currency), that Portfolio may enter into a forward currency contract to sell or buy an amount of foreign currency approximating the value of some or all of that Portfolio's securities denominated in such foreign currency. The forecasting of short-term currency market movements is extremely difficult and whether such a short-term hedging strategy will be successful is highly uncertain. Synthetic Non-U.S. Money Market Positions. Money market securities denominated in foreign currencies are permissible investments of the International Stock Portfolio. In addition to, or in lieu of direct investment in such securities, the International Stock Portfolio may construct a synthetic non-U.S. money market position by (i) purchasing a money market instrument denominated in U.S. dollars and (ii) concurrently entering into a forward currency contract to deliver a corresponding amount of U.S. dollars in exchange for a foreign currency on a future date and at a specified rate of exchange. Because of the availability of a variety of highly liquid short-term U.S. dollar-denominated money market instruments, a synthetic money market position utilizing such U.S. dollar-denominated instruments may offer greater liquidity than direct investment in a money market instrument denominated in a foreign currency. MANAGEMENT OF THE FUND ............................................................................... The directors, in addition to reviewing the actions of the Fund's investment manager and sub-investment manager, as set forth below, decide upon matters of general policy. The Fund's officers supervise the daily business operations of the Fund. A listing of the Board of Directors and the officers of the Fund is set forth under "Directors and Officers" in the Statement of Additional Information. Metropolitan Life is the investment manager and principal underwriter and distributor for the Fund. Metropolitan Life also manages investment assets owned by it, by certain companies affiliated with it and by certain other entities. Metropolitan Life is a mutual life insurance company which sells insurance policies and annuity contracts. On December 31, 1995, it had total life insurance in force of approximately $1.3 trillion and total assets under management of over $179 billion. Metropolitan Life is the parent of Metropolitan Tower. State Street Research is the sub-investment manager with respect to the Growth, Income, Diversified and Aggressive Growth Portfolios. State Street Research is a Delaware corporation, and is a wholly-owned indirect subsidiary of Metropolitan Life, which currently provides investment research and management services to a family of mutual funds and a limited number of other substantial institutional clients, such as trustees for corporate pension plans, endowments and foundations. State Street Research has a history that dates to 1924, with the founding of America's second mutual fund. On December 31, 1995, State Street Research and its subsidiaries had investment arrangements in effect for about $30.5 billion in assets. State Street Research's fees for sub-investment management services are paid by Metropolitan Life. GFM is the sub-investment manager with respect to the International Stock Portfolio. Formed in 1990, GFM is an English corporation and a subsidiary of Metropolitan Life. The firm was formed to provide pension funds, 401(k) plans, foundations, endowments, PROSPECTUS 15 corporations and financial institutions with a range of investment management services related to the international marketplace. On December 31, 1995, GFM had investment management arrangements in effect for over $1.529 billion in assets. GFM's fees for sub-investment management services are paid by Metropolitan Life. Metropolitan Life, subject to review by the Fund's Board of Directors, is responsible for the overall management of each Portfolio and has ultimate responsibility for making decisions to buy, sell or hold any particular security for each Portfolio and day to day responsibility for making such decisions for the Money Market and the Stock Index Portfolios. State Street Research, subject to review by the Fund's Board of Directors and by Metropolitan Life, has the day-to-day responsibility for making decisions to buy, sell or hold any particular security for the Growth, Income, Diversified and Aggressive Growth Portfolios. GFM, subject to review by the Fund's Board of Directors and by Metropolitan Life, has the day-to-day responsibility for making decisions to buy, sell or hold any particular security for the International Stock Portfolio. Metropolitan Life is also obligated to perform general administrative and management services for the Fund. For providing investment management services to each Portfolio, except the Aggressive Growth Portfolio and the International Stock Portfolio, Metropolitan Life receives monthly compensation from the Portfolios at an annual rate of .25% of the average daily value of the aggregate net assets of that Portfolio. For providing investment management services to the Aggressive Growth Portfolio and the International Stock Portfolio, Metropolitan Life receives monthly compensation at an annual rate of .75% of the average daily value of the aggregate net assets of that Portfolio. The advisory fee payable by the Aggressive Growth Portfolio is higher than advisory fees paid by many other investment companies of the same type, but the Fund's Board of Directors believes it to be justifiable in consideration of the extremely careful scrutiny and analysis necessary to select and continuously follow the kinds of investments in which such Portfolio engages in light of such Portfolio's investment objectives and policies. Moreover, the advisory fee is comparable to other investment companies with similar investment objectives. During 1995, such fees aggregated $14,648,069 for all of the Portfolios. For sub-investment management services with respect to the Growth, Income, Diversified and Aggressive Growth Portfolios, State Street Research receives from Metropolitan Life an annual percentage fee, calculated on the month ending value of the aggregate net assets of the particular Portfolio. During 1995, sub-investment management fees for the Growth, Income, Diversified and Aggressive Growth Portfolios aggregated $10,412,735. For sub-investment management services with respect to the International Stock Portfolio, GFM receives from Metropolitan Life an annual percentage fee calculated on the month ending value of the aggregate net assets of that Portfolio. During 1995, such fees aggregated $1,634,069. The Fund has no responsibility for the payment of fees to State Street Research or to GFM. Michael R. Yogg is the portfolio manager for the Growth Portfolio and the equity portion of the Diversified Portfolio. Mr. Yogg is one of the lead portfolio managers for the State Street Research Equity Group's Growth Team and a Senior Vice President of the Firm. He is also Chairman of the Asset Allocation Committee and a member of the Investment Research Committee. Mr. Yogg joined the firm in 1978 as a security analyst and he was named Vice President in 1984. He became Director of Research in 1988 and Senior Vice President in 1989. Before joining State Street Research, Mr. Yogg was an instructor at Harvard College. He received a B.A. from Yale College and A.M. and Ph.D. degrees from Harvard University. Mr. Yogg has 17 years of investment experience. Kim M. Peters manages the Income Portfolio and the fixed income portion of the Diversified Portfolio. Mr. Peters is the lead portfolio manager for the State Street Research Fixed Income Group's Corporate Team and is a Senior Vice President of the firm. He joined State Street Research in 1986 as a security analyst and was named Vice President in 1989 and became Senior Vice President in 1994. Mr. Peters previously served as Registration and Compliance Specialist at the State Historical Society of Wisconsin. He earned an A.B. from Clark University, an M.S. from the University of Wisconsin and an M.B.A. from the University of Wisconsin Graduate School of Business. He has nine years of investment experience. Frederick R. Kobrick manages the Aggressive Growth Portfolio. He is the lead portfolio manager for the State Street Research Equity Group's Aggressive Growth Team and a member of the Investment Research Committee. He joined State Street Research in 1985 as Vice President and became Senior Vice President in 1989. Previously, Mr. Kobrick served as a security analyst and portfolio manager at Thorndike, Doran, Paine & Lewis. He received a B.A. from Boston University and an M.B.A. from Harvard Business School. Mr. Kobrick has 24 years of investment experience. The International Stock Portfolio is managed by Rosamunde M. Price, Steven J. Brunnock and Ian R. Vose of GFM. Mrs. Price's and Mr. Brunnock's principal occupation is portfolio manager with GFM. They have managed the Portfolio since its inception in January 1992 and have been with GFM since its formation in PROSPECTUS 16 1990. Mr. Vose's principal occupation is Chief Executive and Chief Investment Officer of GFM. For the five years prior to joining GFM, Mrs. Price served as Chief Investment Manager (Equities) at Deutsche Bank Capital Management (UK) Ltd., Senior Fund Manager at Nippon Credit International Ltd. and Investment Director of the Civil Aviation Authority Pension Fund. For the five years prior to joining GFM, Mr. Brunnock served as United Kingdom Portfolio Manager of MGM Assurance plc. For the five years prior to joining GFM, Mr. Vose served as Director of MG International Fund Management and Chief Investment Officer of MG-Tokai Bank Fund Management. Prior to May 16, 1993, Metropolitan Life was obligated to pay all expenses of each Portfolio of the Fund other than the investment management fees payable to Metropolitan Life, brokerage commissions on portfolio transactions (including any other direct costs related to the acquisition, disposition, lending or borrowing of portfolio investments), taxes payable by the Fund, interest and any other costs related to borrowings by the Fund, and any extraordinary or non-recurring expenses (such as legal claims and liabilities and litigation costs and any indemnification related thereto). Since that date, the Fund has been obligated to pay all of its own expenses. However, Metropolitan Life reserves the right, in its sole discretion, to pay all or a portion of the expenses of the Fund or any of its Portfolios, and to terminate such voluntary payment at any time upon notice to the Board of Directors and shareholders of the Fund. GENERAL INFORMATION ABOUT THE FUND AND ITS SHARES ............................................................................... The Fund was incorporated under the laws of the State of Maryland on November 23, 1982 and filed articles supplementary with the State of Maryland with respect to the Diversified Portfolio (then known as the Discretionary Portfolio) on October 25, 1984, with respect to the Aggressive Growth and three other Portfolios on October 19, 1987 and February 2, 1988, with respect to the Stock Index Portfolio on January 30, 1990 and with respect to the International Stock Portfolio on August 7, 1990. The authorized capital stock of the Fund consists of 1,000,000,000 shares of common stock, par value $0.01 per share. The shares of common stock are presently divided into seven classes (or series): Growth Portfolio common stock, Income Portfolio common stock, Money Market Portfolio common stock, Diversified Portfolio common stock, Aggressive Growth Portfolio common stock, Stock Index Portfolio common stock and International Stock Portfolio common stock. Each class currently consists of 100,000,000 shares. The Board of Directors of the Fund may classify and reclassify any authorized and unissued shares of capital stock, and the Fund reserves the right to issue additional classes of shares without the consent of shareholders. As a Maryland corporation, the Fund is not required to hold regular annual shareholder meetings and, in the normal course, does not expect to hold such meetings. The Fund, is, however, required to hold shareholder meetings for such purposes as, for example: (i) approving certain agreements as required by the 1940 Act; (ii) changing fundamental investment objectives and restrictions of the Portfolios; and (iii) filling vacancies on the Board of Directors in the event that less than a majority of the directors have been elected by shareholders. The Fund expects that there will be no meetings of shareholders for the purpose of electing directors unless and until such time as less than a majority of the directors holding office have been elected by shareholders. At such time, the directors then in office will call a shareholder meeting for the election of directors. In addition, holders of record of not less than two-thirds of the outstanding shares of the Fund may remove a director from office by a vote cast in person or by proxy at a shareholder meeting called for that purpose at the request of holders of 10% or more of the outstanding shares of the Fund. The Fund has the obligation to assist in such shareholder communications. Except as set forth above, directors will continue in office and may appoint successor directors. All shares of common stock, of whatever class, are entitled to one vote, and the votes of all classes are cast on an aggregate basis, except on matters where the interests of the Portfolios differ. In such a case, the voting is on a Portfolio-by-Portfolio basis. Approval or disapproval by the shares in one Portfolio on such a matter would not generally be a prerequisite to approval or disapproval by shares in another Portfolio; and shares in a Portfolio not affected by a matter generally would not be entitled to vote on that matter. Examples of matters which would require a Portfolio-by-Portfolio vote are changes in fundamental investment policies of a particular Portfolio and approval of changes in any investment management agreement relating to a particular Portfolio. Each issued and outstanding share in a Portfolio is entitled to participate equally in dividends and distributions declared by such Portfolio and to receive its pro rata share of the assets of such Portfolio remaining after satisfaction of outstanding liabilities upon liquidation or dissolution. For these purposes, and for PROSPECTUS 17 purposes of determining the sale and redemption prices of shares, any assets which are not clearly allocable to a particular Portfolio or Portfolios are allocated in the manner determined by the Board of Directors. Accrued liabilities which are not clearly allocable to one or more Portfolios would generally be allocated among the Portfolios in proportion to their relative net assets before adjustment for such unallocated liability. In the unlikely event that any Portfolio incurred liabilities in excess of its assets, the other Portfolios could be held liable for such excess. Metropolitan Life provided the initial capital for the Fund by purchasing for its general account $10,000,000 worth of shares of each of the Growth Portfolio, Income Portfolio and Money Market Portfolio on May 16, 1983, $7,000,000 worth of shares of the Diversified Portfolio on July 31, 1986, $3,000,000 worth of shares of the Aggressive Growth Portfolio on April 29, 1988, $5,000,000 worth of shares of the Stock Index Portfolio on May 1, 1990 and $10,000,000 worth of shares of the International Stock Portfolio on May 1, 1991. Metropolitan Life has withdrawn portions of such investment from time to time, but has agreed not to make any redemption request if it would reduce the Fund's net worth below $100,000. Metropolitan Life paid all of the organizational expenses of the Fund and will not be reimbursed by the Fund. Owners of Contracts supported by separate accounts registered as unit investment trusts under the Investment Company Act of 1940 have certain voting interests in respect of Fund shares. See the prospectus for the Contracts or other material which is attached at the front of this Prospectus for a description of the rights granted such Contract owners to instruct voting of Fund shares. The Fund has been advised that shares held by Metropolitan Life in its general account and in a separate account not registered as a unit investment trust will be voted in the same proportion as the shares held by the Insurance Companies in their separate accounts registered as unit investment trusts. As of March 31, 1996, Metropolitan Life owned in its general account and in the separate account not registered as a unit investment trust approximately 3.83%, 3.66%, 3.86%, 29.82%, 4.80%, 2.78% and 3.83%, respectively, of the outstanding shares of the Growth Portfolio, Income Portfolio, Diversified Portfolio, Money Market Portfolio, Aggressive Growth Portfolio, Stock Index Portfolio and International Stock Portfolio. The Fund's Transfer and Dividend Paying Agent is State Street Bank and Trust Company, 225 Franklin Street, Boston, Massachusetts 02110. State Street Research is not affiliated with State Street Bank and Trust Company. DIVIDENDS, DISTRIBUTIONS AND TAXES ................................................................................ The Fund intends to qualify as a "regulated investment company" under certain provisions of the Internal Revenue Code (the "Code"). Under such provisions, the Fund will not be subject to federal income tax on such part of its net ordinary income and net realized capital gains which it distributes to shareholders. It is the Fund's intention to distribute substantially all the net investment income, if any, of each Portfolio. The Fund must distribute by the end of each calendar year substantially all the ordinary income and capital gains of each Portfolio to avoid the imposition of an excise tax on certain undistributed amounts (see "Taxes" in the Statement of Additional Information). For dividend purposes, net investment income of each Portfolio will consist of all payments of dividends or interest received by such Portfolio (plus or minus any amortized purchase discount or premium, less the estimated expenses of such Portfolio). Dividends from investment income of the Portfolios are expected to be declared annually and reinvested in additional full and fractional shares of the Portfolio. However, the Board of Directors may decide to declare dividends at other intervals. All net realized long or short-term capital gains of the Fund, if any, are declared and distributed at least annually either during or after the close of the Fund's fiscal year to the shareholders of the Portfolio or Portfolios to which such gains are attributable and are reinvested in additional full and fractional shares of the Portfolio. For a discussion of the impact on Contract owners of income taxes the Insurance Companies may owe as a result of (a) their ownership of Fund shares, (b) their receipt of dividends and distributions thereon, and (c) their gains from the purchase and sale thereof, reference should be made to the prospectus or other material for the Contracts attached at the front of this Prospectus. SALE AND REDEMPTION OF SHARES ................................................................................ Metropolitan Life is the principal underwriter and distributor of the Fund's shares. Metropolitan Life is also the principal underwriter and distributor of the Contracts. The Insurance Companies place orders for the purchase or redemption of shares of each Portfolio, based on, among other things, the amount of net Contract premiums or purchase payments transferred to the separate accounts, transfers to or from a separate account investment division, policy loans, loan repayments, and benefit payments to be effected on a PROSPECTUS 18 given date pursuant to the terms of the Contracts. Such orders are effected, without sales charge, at the net asset value per share for each Portfolio determined as of 4:00 p.m., New York City time, on that same date. The net asset value of the shares of each Portfolio of the Fund is determined once daily immediately after the declaration of dividends, if any, and is currently determined at 4:00 p.m., New York City time, on each day during which the New York Stock Exchange is open for trading or, on days other than when the New York Stock Exchange is open, on which it is determined that there is a sufficient degree of trading in the Fund's portfolio securities that the current net asset value of its shares might be materially affected. Net asset value per share of each Portfolio is calculated by dividing the value of all of that Portfolio's securities plus the value of its other assets (including dividends and interest received or accrued), less all liabilities (including accrued expenses and dividends payable), by the number of outstanding shares of the Portfolio. For purposes of determining the value of a Portfolio's assets, cash and receivables will be valued at their face amounts. Interest will be recorded as accrued and dividends will be recorded on the ex-dividend date. Except with respect to short-term debt instruments having a remaining maturity of 60 days or less, securities, options and futures contracts held by the Growth, Income, Diversified, Aggressive Growth, Stock Index and International Stock Portfolios will be valued at market value. Securities and assets for which market quotations are not readily available will be valued at fair value as determined in good faith by or under the direction of the Board of Directors of the Fund. Short-term debt instruments with a remaining maturity of 60 days or less will be valued on an amortized cost basis. The Fund will value all debt instruments held by the Money Market Portfolio utilizing the amortized cost method of valuation. All other securities and assets of the Money Market Portfolio will be valued in accordance with the preceding paragraph. PROSPECTUS 19 STATEMENT OF ADDITIONAL INFORMATION for METROPOLITAN SERIES FUND, INC. Metropolitan Series Fund, Inc., is an investment company designed to meet a wide range of investment objectives with its separate Portfolios. The seven Portfolios currently available are: Growth Portfolio, Income Portfolio, Money Market Portfolio, Diversified Portfolio, Aggressive Growth Portfolio, Stock Index Portfolio and International Stock Portfolio. This Statement of Additional Information is not a prospectus. It should be read in conjunction with the Prospectus dated May 1, 1996. A copy of the Prospectus may be obtained from Metropolitan Life Insurance Company, One Madison Avenue, New York, New York 10010, telephone number (212) 578-7914. The date of this Statement of Additional Information is May 1, 1996. One Madison Avenue, New York, New York 10010_______Telephone (212) 578-2674 18000100038 (0596) 96041AT1 (exp 0597) MLIC-LD TABLE OF CONTENTS
PAGE ---- Investment Practices and Policies....................................... B- 3 Money Market Instruments............................................... B- 3 Mortgage-Related Securities............................................ B- 5 High Yield Securities.................................................. B- 6 Debt Instrument Ratings................................................ B- 7 Certain Investment Limitations......................................... B- 8 Insurance Law Restrictions............................................. B- 9 Certain Investment Practices........................................... B- 9 Lending of Portfolio Securities....................................... B- 9 Options and Futures................................................... B-10 Forward Foreign Currency Exchange Contracts........................... B-15 Industry Classifications.............................................. B-16 Directors and Officers.................................................. B-17 Investment Management Arrangements...................................... B-18 Investment Management Agreements and Sub-Investment Management Agree- ments................................................................. B-18 Payment of Expenses.................................................... B-19 Allocation of Portfolio Brokerage...................................... B-20 Sale and Redemption of Shares........................................... B-21 Taxes................................................................... B-23 General Information..................................................... B-24 Experts................................................................ B-24 Custodian and Transfer Agent........................................... B-24 Financial Statements.................................................... B-25
*Not Applicable B-2 INVESTMENT PRACTICES AND POLICIES ............................................................... MONEY MARKET INSTRUMENTS Certain money market instruments in which the Money Market Portfolio and the Diversified Portfolio may invest are described below. The Income Portfolio, the Growth Portfolio, the Aggressive Growth Portfolio, the Stock Index Portfolio and the International Stock Portfolio may also invest in such instruments to the extent otherwise consistent with their investment objectives. See "Investment Objectives and General Investment Policies," in the Prospectus. United States Government Securities: These consist of various types of marketable securities issued by the United States Treasury, i.e., bills, notes and bonds. Such securities are direct obligations of the United States government and differ mainly in the length of their maturity. Treasury bills, the most frequently issued marketable government security, have a maturity of up to one year and are issued on a discount basis. Government Agency Securities: These consist of debt securities issued by agencies and instrumentalities of the United States Government, including the various types of instruments currently outstanding or which may be offered in the future. Agencies include, among others, the Federal Housing Administration, Government National Mortgage Association, Farmers Home Administration, Export-Import Bank of the United States, Maritime Administration, General Services Administration and Tennessee Valley Authority. Instrumentalities include, for example, the National Bank for Cooperatives, each of the Federal Home Loan Banks, Federal Home Loan Mortgage Corporation, Farm Credit Banks, Federal National Mortgage Association and the United States Postal Service. Such securities are backed by the full faith and credit of the United States (e.g. U.S. Treasury Bills), guaranteed by the United States Treasury (e.g. Government National Mortgage Association mortgage-backed securities), supported by the issuing agency's or instrumentality's right to borrow from the United States Treasury (e.g. Federal National Mortgage Association Discount Notes) or supported by the issuing agency's or instrumentality's credit. Certain of the foregoing instruments which constitute mortgage-related securities are discussed under "Mortgage--Related Securities" below. Bank Money Investments: These include certificates of deposit and bankers' acceptances. Certificates of deposit are generally short-term, interest- bearing negotiable certificates issued by commercial banks or savings and loan associations against funds deposited in the issuing institution. A banker's acceptance is a time draft drawn on a commercial bank by a borrower, usually in connection with an international commercial transaction (to finance the import, export, transfer or storage of goods). The borrow is liable for payment as well as the bank, which unconditionally guarantees to pay the draft at its face amount on the maturity date. Most acceptances have maturities of six months or less and are traded in secondary markets prior to maturity. A Portfolio will not invest in any security issued by a commercial bank or a savings and loan association unless the bank or association is organized and operating in the United States, has total assets of at least $1 billion and is a member of the Federal Deposit Insurance Corporation; provided that this limitation shall not prohibit investments in foreign branches or agencies of banks which meet the foregoing requirements. No Portfolio will invest in non- negotiable time-deposits maturing in more than seven days. Short-Term Corporate Debt Instruments: These include commercial paper (including variable amount master demand notes); i.e., short-term, unsecured promissory notes issued by corporations to finance short-term credit needs. Commercial paper is usually sold on a discount basis and has a maturity at the time of issuance not exceeding nine months. Variable amount master demand notes are obligations of companies that permit the Fund to invest fluctuating amounts at varying rates of interest pursuant to arrangements between the Fund, as lender, and the companies, as borrowers. The Fund will have the right, at any time, to increase the amount lent up to the full amount provided by a note or to decrease the amount. The borrower will have the right, at any time, to prepay up to the full amount of the amount borrowed without penalty. Because the notes are direct lending obligations between the Fund and borrowers, they are generally not traded and there is no secondary market. However, the Fund will have the right to redeem a note at any time and receive face value plus accrued interest. Consequently, the Fund's ability to receive repayment will depend upon the borrower's ability to pay principal and interest on the Fund's demand. The Fund will invest only in either notes that have the ratings described below for commercial paper, or (because notes are not typically rated by credit rating agencies) unrated notes that are issued by companies that have the rating described below for issuers of commercial paper. The Fund does not expect that the notes will be backed by bank letters of credit. The Fund's investment manager and sub-investment manager will value the notes held by the Fund, taking into account such factors as the issuer's earning power, cash flows and other liquidity ratios. Also included are non-convertible corporate debt securities (e.g., bonds and debentures) with no more than two years (thirteen months with respect to the Money Market Portfolio) remaining to maturity at the date of settlement. Corporate debt securities with a remaining maturity of less than thirteen months are liquid (and tend B-3 to become more liquid as their maturities lessen) and are traded as money market securities. Issues with between thirteen months and two years remaining to maturity tend to have greater liquidity and considerably less market value fluctuation than longer term issues. Commercial paper investments at the time of purchase will be rated "A" ("A- 1" or "A-2" with respect to the Money Market Portfolio") by Standard & Poor's Ratings Group (Standard & Poor's) or "Prime" ("Prime-1" or "Prime-2" with respect to the Money Market Portfolio) by Moody's Investor Services, Inc. (Moody's), or, if not rated, issued by companies having an outstanding debt issue rated at least "A" ("AA" or "Aa" with respect to the Money Market Portfolio) by Standard & Poor's or by Moody's. The Money Market Portfolio's investments in corporate bonds and debentures (which must have maturities at the date of settlement of thirteen months or less) must be rated at the time of purchase at least "AA" or its equivalent by at least two nationally recognized statistical rating organizations ("NRSRO's") or by one NRSRO if only one has rated such securities ("Requisite NRSRO's") or if unrated are of comparable investment quality. See below for a discussion of the aforementioned corporate bond and commercial paper ratings. Repurchase Agreements: Under these arrangements, the Fund would invest in securities subject to repurchase agreements with a bank or dealer. A repurchase agreement is an instrument under which the purchaser (i.e., the Portfolio) acquires ownership of the obligation (debt security) and the seller agrees, at the time of the sale, to repurchase the obligation at a mutually agreed upon time and price, thereby determining the yield during the purchaser's holding period. This results in a fixed rate of return insulated from market fluctuations during such period, unless the seller defaults on its repurchase obligations. The underlying securities will consist only of U.S. government or government agency securities, certificates of deposit, commercial paper or banker's acceptances. For the Money Market Portfolio, the underlying securities will consist of either (i) U.S. government or government agency securities or (ii) a security rated in the highest rating category by the requisite NRSRO's as defined above. Repurchase agreements will be collateralized by the purchased securities, and, during the term of a repurchase agreement, the seller will be required to provide such additional collateral as is necessary to maintain the value of all of the collateral at a level at least equal to the repurchase price. Repurchase agreements usually are for short periods, such as under one week. Repurchase agreements will be entered into with primary dealers for periods not to exceed 30 days and only with respect to underlying money market securities in which the Fund may otherwise invest as described above. Repurchase agreements will not be entered into for a duration of more than seven days if, as a result, more than 10% of the value of a Portfolio's total assets would be invested in such agreements or other illiquid securities. Repurchase agreements could be viewed as a form of loan made by the Fund to the seller of the agreement, with the security subject to repurchase, in effect, serving as "collateral" for the loan. The Fund will in all cases seek to assure that the amount of collateral with respect to any repurchase agreement is adequate. As with a true extension of credit, however, there is risk of delay in recovery or inadequacy of the "collateral," should the seller of the repurchase agreement fail financially. Also, the Fund could incur disposition costs in connection with disposition of the collateral if the seller defaults. The Fund will enter into repurchase agreements only with sellers deemed to be creditworthy and only when the economic benefit to the Fund is believed to justify the attendant risks. The Fund has adopted standards for the sellers with whom it will enter into repurchase agreements which it believes are reasonably designed to assure that such a party presents no serious risk of becoming involved in bankruptcy proceedings within the time frame contemplated by the repurchase agreement. Reverse Repurchase Agreements: These agreements involve the sale of money market securities held by a Portfolio, with an agreement to repurchase the securities at an agreed upon price, date and interest payment. The proceeds of the reverse repurchase agreement would be used to purchase other money market securities either maturing, or under an agreement to resell, at a date simultaneous with or prior to the expiration of the reverse repurchases agreement. Reverse repurchase agreements will be utilized only when the interest income to be earned from the investment of the proceeds from the transaction is greater than the interest expense of the reverse repurchase transaction. Reverse repurchase agreements could be viewed as a form of borrowing by the Fund and are therefore subject to the Fund's restrictions with respect to borrowing generally. See fundamental investment policy number 2. The Fund intends to take reasonable steps to ensure against the risk that it will have insufficient assets to repurchase securities subject to such agreements. With regard to each reverse repurchase agreement, therefore, the Fund intends to maintain in a segregated account liquid assets (such as cash, U.S. government securities or other appropriate high grade debt obligations) equal in value to the specified repurchase price or, if there is no specified price, to the proceeds received on the sale subject to repurchase plus accrued interest. B-4 MORTGAGE-RELATED SECURITIES The Portfolios may invest in certain mortgage-related securities to the extent otherwise consistent with their investment objectives and policies. A mortgage-related security is an interest in a pool of mortgages. Most mortgage-related securities are pass-through securities, which means that they provide investors with payments consisting of both interest and principal as the mortgages in the underlying mortgage pool are paid off. The following types of mortgage-related securities, which represent the majority of the mortgage securities currently available, are issued by government-sponsored organizations formed to increase the availability of mortgage credit. Ginnie Maes: These are mortgage-backed pass-through certificates (Ginnie Maes) that are issued by the Government National Mortgage Association (GNMA) and are guaranteed as to timely payment of interest and principal by GNMA and backed by the full faith and credit of the United States. Ginnie Maes represent partial ownership interests in a pool of mortgage loans which are individually insured by the Federal Housing Administration or by the Farmers Home Administration, or guaranteed by the Veterans Administration. GNMA is a U.S. government corporation within the Department of Housing and Urban Development. Fannie Maes and Freddie Macs: These are pass-through securities issued by the Federal National Mortgage Association (FNMA) and the Federal Home Loan Mortgage Corporation (FHLMC). FNMA guarantees full and timely payment of interest and principal on Fannie Maes and FHLMC guarantees full and timely payment of interest and full and ultimate payment of principal on Freddie Macs. These guarantees are backed, respectively, by the credit of FNMA, a federally chartered, privately owned corporation, and FHLMC, a federally chartered corporation owned by the Federal Home Loan Banks. In no circumstances does the full faith and credit of the United States guarantee any payments on the FNMA or FHLMC certificates. Although the Secretary of the Treasury of the United States has discretionary authority to lend FNMA up to $2.25 billion outstanding at any time, neither the United States nor any agency thereof is obligated to finance FNMA's or FHLMC's operations or to assist FNMA or FHLMC in any other manner. The following types of mortgage-related securities may be issued by governmental or non-governmental entities such as banks and other mortgage lenders. Non-governmental securities may offer a higher yield but may also be subject to greater price fluctuation and risk than governmental securities. Collateralized Mortgage Obligations (CMOs): These are securities collateralized by mortgages or mortgaged-backed securities. CMOs are issued with a variety of classes or series, which have different maturities and generally are retired in sequence. Mortgage-Backed Securities: These include mortgage pass-through bonds and mortgage-backed bonds. A mortgage pass-through bond is an interest in a pool of mortgages where the cash flow generated from the mortgage collateral pool is dedicated to bond repayment. Mortgage-backed bonds are general obligations of their issuers, payable out of the issuers' general funds and additionally secured by a first lien on a pool of single-family detached properties. Mortgage-related securities also include other debt obligations secured by mortgages on commercial real estate or residential properties. Many issuers or servicers of mortgage-related securities guarantee timely payment of interest and principal on the securities, whether or not payments are made when due on the underlying mortgages. This kind of guarantee generally increases the quality of a security, but does not mean that the security's market value and yield will not change. Like other bond investments, the value of mortgage-related securities will tend to rise when interest rates fall, and fall when rates rise. Their value may also change because of changes in the market's perception of the creditworthiness of the organization that issued or guarantees them or changes in the value of the underlying mortgages. In addition, the mortgage securities market in general may be adversely affected by changes in governmental regulation or tax policies. Mortgage-related securities can have stated maturities of up to thirty years, depending on the length of the mortgages underlying the securities. In practice, unscheduled or early payments of principal on the underlying mortgages may make the securities' effective maturity shorter than this. For example, a security based on a pool of thirty-year mortgages is generally estimated to have an average life of twelve years. The relationship between mortgage prepayments and interest rates may give some high-yielding mortgage- related securities less potential for growth in value than conventional bonds with comparable maturities. Certain mortgage-related securities may only be settled through privately owned clearing corporations whose solvency and creditworthiness are not backed by the United States government or its agencies or instrumentalities. Certain operational problems of such B-5 clearing corporations may result in delays in settlement of mortgage-related securities transactions and may also result in losses to a Portfolio. HIGH YIELD SECURITIES The Income Portfolio, as described in the Prospectus, intends to invest primarily in securities offering the highest possible total return, consistent with prudent investment risk. Consistent with that objective, from time to time, up to 25% of the Portfolio's total assets may be invested in securities rated BBB or below by one of the nationally recognized statistical rating organizations ("NRSROs") or if unrated, will be of similar investment quality as determined by Metropolitan Life or State Street Research. Medium-grade bonds (rated, for example, BBB by an NRSRO) lack outstanding investment characteristics, but are regarded as having an adequate capacity to pay principal and interest. Such debt securities, as well as those in higher grade categories, are generally known as investment grade securities. Investment in bonds rated BBB and below may, but need not, include bonds rated BB or lower. Such lower-medium and lower grade bonds rated BB or lower are generally known as high yield securities or "junk bonds." Such high yield securities are regarded, on balance, as predominantly speculative with respect to the issuer's capacity to pay interest and principal in accordance with the terms of the obligation. The market values of such high yield securities tend to reflect individual corporate developments to a greater extent than higher rated securities, which react primarily to fluctuations in the general level of interest rates. Such high yield securities also tend to be more sensitive to real or perceived adverse economic conditions than higher rated securities. Companies that issue high yield debt securities are often highly leveraged and may not have available to them more traditional methods of financing. Therefore, the risk associated with acquiring the debt securities of such issuers generally is greater than is the case with higher rated bonds. For example, during an economic downturn or a sustained period of rising interest rates, highly leveraged issuers of high yield securities may experience "financial stress" and may not have sufficient revenues to meet their payment obligations. Such an issuer's ability to service its debt obligations may also be adversely affected by specific corporate developments, or the issuer's inability to meet specific projected business forecasts, or the unavailability of additional financing. Risk of loss due to default by the issuer is also significantly greater for the holders of high yield securities because such securities are generally unsecured and are generally subordinated to the debts of other creditors of the issuer. The Income Portfolio may have difficulty disposing of certain high yield securities, particularly those perceived to have a high credit risk, because there may be a thin trading market for such securities. Because not all dealers maintain markets in all high yield securities, there is not an established retail secondary market for certain of these securities, and the Income Portfolio anticipates that such securities could be sold only to a limited number of dealers or institutional investors. Moreover, to the extent a secondary trading market for high yield debt securities does exist, it is generally less liquid than the secondary market for higher rated debt securities. The lack of a highly liquid secondary market for certain high yield securities may have an adverse impact on the market price for such debt securities and the Portfolio's ability to dispose of particular issues when necessary to meet its liquidity needs or in response to a specific economic event such as a deterioration in the creditworthiness of the issuer. Adverse publicity and investor perceptions, whether or not based on fundamental analysis, may decrease the values and liquidity of high yield securities, especially in a thinly traded market. The lack of a liquid secondary market for certain debt securities may also make it more difficult for the Income Portfolio to obtain accurate market quotations for purposes of valuing certain of its high yield portfolio securities. Market quotations are generally available on many high yield issues only from a limited number of dealers and may not necessarily represent firm bids of such dealers or prices for actual sales. In addition, the market for high yield securities, at its current size, has not weathered a major economic recession, and it is not certain what effect such a recession might have on such debt securities. It is possible, however, that a recession could severely disrupt the market for such securities. In addition, it is possible that an economic downturn could adversely affect the ability of the issuers of such securities to repay principal and pay interest on such securities. Factors adversely impacting the market value of high yield securities may adversely impact the Income Portfolio's net asset values to the extent, if at all, the Portfolio owns such securities. In addition, the Portfolio may incur additional expenses to the extent it is required to seek recovery upon a default in the payment of principal or interest on its portfolio securities. The Portfolio will not rely primarily on ratings of NRSROs, but, B-6 rather, will rely primarily on the judgment, analysis, and experience of Metropolitan Life and State Street Research in evaluating the creditworthiness of any issuer of high yield securities. In their evaluation, Metropolitan Life and State Street Research will take into consideration, among other things, the issuer's financial resources, its sensitivity to economic conditions and trends, its operating history, the quality of the issuer's management, and regulatory matters. From time to time, proposals have been discussed regarding new legislation designed to limit the use of certain high yield securities by issuers in connection with leveraged buy-outs, mergers and acquisitions, or to limit the deductibility of interest payments on such securities. Such proposals if enacted into law could: (i) reduce the market for such securities generally; (ii) negatively affect the financial condition of issuers of high yield securities by removing or reducing a source of future financing; and (iii) negatively affect the value of specific high yield issuers and the high yield market in general. However, the likelihood of any such legislation being enacted in the near future or the actual effect of such legislation is uncertain. DEBT INSTRUMENT RATINGS The ratings of certain debt instruments in which the Portfolios may invest are described below. DESCRIPTION OF CERTAIN CORPORATE BOND AND DEBENTURE RATINGS OF MOODY'S INVESTOR SERVICES, INC.: Aaa--Bonds which are rated Aaa are judged to be of the best quality. They carry the smallest degree of investment risk and are generally referred to as "gilt edged." Interest payments are protected by a large or by an exceptionally stable margin and principal is secure. While the various protective elements are likely to change, such changes as can be visualized are most unlikely to impair the fundamentally strong position of such issues. Aa--Bonds which are rated Aa are judged to be of high quality by all standards. Together with the Aaa group they comprise what are generally known as high-grade bonds. They are rated lower than the best bonds because margins of protection may not be as large as in Aaa securities or fluctuation of protective elements may be of greater amplitude or there may be other elements present which make the long-term risks appear somewhat greater than in Aaa securities. A--Bonds which are rated A possess many favorable investment attributes and are to be considered as upper-medium-grade obligations. Factors giving security to principal and interest are considered adequate, but elements may be present which suggest a susceptibility to impairment sometime in the future. Baa--Bonds which are rated Baa are considered as medium grade obligations, i.e., they are neither highly protected nor poorly secured. Interest payments and principal security appear adequate for the present but certain protective elements may be lacking or may be characteristically unreliable over any great length of time. Such bonds lack outstanding investment characteristics and in fact have speculative characteristics as well. Ba--Bonds which are rated Ba are judged to have speculative elements; their future cannot be considered as well-assured. Often the protection of interest and principal payments may be very moderate, and thereby not well safeguarded during both good and bad times over the future. Uncertainty of position characterizes bonds in this class. B--Bonds which are rated B generally lack characteristics of the desirable investment. Assurance of interest and principal payments or of maintenance of other terms of the contract over any long period of time may be small. DESCRIPTION OF CERTAIN CORPORATE BOND AND DEBENTURE RATINGS OF STANDARD & POOR'S RATINGS GROUP: AAA--Debt rated AAA has the highest rating assigned by Standard & Poor's. Capacity to pay interest and repay principal is extremely strong. AA--Debt rated AA has a strong capacity to pay interest and repay principal, and differs from the higher rated issues only in small degree. A--Debt rated A has a strong capacity to pay interest and repay principal, although it is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than debt in higher rated categories. BBB--Debt rated BBB is regarded as having an adequate capacity to pay interest and repay principal. Whereas it normally exhibits adequate protection parameters, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity to pay interest and repay principal for debt in this category than in higher rated categories. BB or B--Debt rated BB or B is regarded, on balance, as predominantly speculative with respect to B-7 capacity to pay interest and repay principal in accordance with the terms of the obligation. BB indicates the lowest degree of speculation and B a relatively higher degree of speculation. While such debt will likely have some quality and protective characteristics, these are outweighed by large uncertainties or major risk exposures to adverse conditions. DESCRIPTION OF COMMERCIAL PAPER RATINGS: ............................................................................... Commercial paper rated A (highest quality) by Standard & Poor's has the following characteristics: Liquidity ratios are adequate to meet cash requirements. Long-term senior debt is rated "A" or better, although in some cases "BBB" credits may be allowed. The issuer has access to at least two additional channels of borrowing. Basic earnings and cash flow have an upward trend with allowance made for unusual circumstances. Typically, the issuer's industry is well established and the issuer has a strong position within the industry. The reliability and quality of management are unquestioned. The relative strength or weakness of the above factors determine whether the issuer's commercial paper is rated A-1, A-2 or A-3. (Those A-1 issues determined to possess overwhelming safety characteristics are denoted with a plus (+) sign: A-1+.) The rating Prime is the highest commercial paper rating assigned by Moody's. Among the factors considered by Moody's in assigning ratings are the following: evaluation of the management of the issuer; economic evaluation of the issuer's industry or industries and an appraisal of speculative-type risks which may be inherent in certain areas; evaluation of the issuer's products in relation to competition and customer acceptance; liquidity; amount and quality of long-term debt; trend of earnings over a period of 10 years; financial strength of any parent company and the relationships which exist with the issuer; and recognition by the management of obligations which may be present or may arise as a result of public interest questions and preparations to meet such obligations. These factors are all considered in determining whether the commercial paper is rated Prime-1, Prime-2 or Prime-3. CERTAIN INVESTMENT LIMITATIONS The investment limitations not described in the Prospectus and generally common to the Portfolios are described below. The following four fundamental policies may not be changed without approval by the requisite vote of the outstanding voting shares of each Portfolio affected. No Portfolio may: 1. make any investment which would thereupon cause more than 25% of the value of the total assets of the Portfolio to be invested in securities issued by companies principally engaged in any one industry, provided, however, that (a) utilities will be divided according to their services so that, for example, gas, gas transmission, electric and telephone will each be deemed a separate industry, (b) oil and oil related companies will be divided by type so that, for example, domestic crude oil and gas producers, domestic integrated oil companies, international oil companies and oil service companies will each be deemed a separate industry, (c) savings and loan associations and finance companies will each be deemed a separate industry, and (d) with respect to the money market portion of the Diversified Portfolio and the Money Market Portfolio, securities issued or guaranteed by the United States government, its agencies or instrumentalities, and with respect to the Money Market Portfolio and the Diversified Portfolio, debt securities issued by domestic banks (excluding foreign branches of domestic banks), shall not be subject to this restriction; 2. borrow money or purchase securities on margin, provided, however, that this restriction shall not prohibit a Portfolio from (a) obtaining such short-term credits as are necessary for the clearance of portfolio transactions, (b) temporarily borrowing up to 5% of the value of a Portfolio's total assets for extraordinary or emergency purposes, such as for permitting redemption requests to be honored which might otherwise require the sale of securities at a time when it is not in the Portfolio's best interests, (c) entering into reverse repurchase agreements with banks, or (d) with respect to the International Stock Portfolio, purchasing securities on a "when-issued" or "forward commitment" basis. Collateral arrangements entered into by the Portfolios to make margin deposits in connection with futures contracts, including options on futures contracts, are not for these purposes deemed to be the purchase of a security on margin. The aggregate amount of obligations identified in (a), (b) and (c) above, when incurred, will not exceed one-third of the amount by which the Portfolio's total assets exceed its total liabilities (excluding the liabilities represented by such obligations). If at any time a Portfolio's obligations of such type exceed the foregoing limitation, such obligations will be promptly reduced to the extent necessary to comply with the limitation. The Fund will not issue senior securities, other than those which represent such type obligations. For purposes hereof, writing covered call and put options and entering into futures contracts and options thereon to the extent permitted in fundamental investment policy B-8 numbers 1, 2 and 3 in the Prospectus shall not be deemed to involve the issuance of senior securities or borrowings; 3. engage in the underwriting of securities of other issuers, except to the extent that in selling portfolio securities, it may be deemed to be a "statutory" underwriter for purposes of the Securities Act of 1933; or 4. make any investment in real estate interests that would thereupon cause more than 10% of the value of the Portfolio's total assets to be invested in real estate interests, including real estate mortgage loans, but this policy shall not be deemed to restrict investment in real estate investment trusts listed on stock exchanges or shares of real estate companies. The following investment restrictions may be changed without approval of shareholders. To the extent that 25% of the total assets of any Portfolio may become invested in the four oil related industries listed in paragraph 1.(b) above in the aggregate, the Fund will disclose such fact. No Portfolio will acquire securities for the purpose of exercising control over the management of any company or if such acquisition would thereupon cause more than 25% of the value of the Portfolio's total assets to consist of (1) securities (other than securities issued or guaranteed by the United States government, its agencies and instrumentalities) which, together with other securities of the same issuer, constitute more than 5% of the value of the Portfolio's total assets and (2) voting securities of issuers more than 10% of whose outstanding voting securities are owned by the Fund. With respect to the Money Market Portfolio, no more than 5% of the Portfolio's total assets, at the time of purchase, will be invested in the securities of any one issuer (other than securities issued or guaranteed by the United States government, its agencies and instrumentalities), except that it may invest up to 25% of its total assets in First Tier Securities (as defined in Rule 2a-7 under the 1940 Act) of a single issuer for a period of three business days after the purchase of such securities. See "Money Market Portfolio" in the Prospectus for additional limitations concerning diversification with respect to the Money Market Portfolio. No Portfolio will purchase securities of other investment companies if such purchase would thereupon cause more than 10% of the value of the total assets in the Portfolio to be invested in the securities of investment companies or more than 5% of such value to be invested in the securities of any one investment company, or would cause the Fund to own more than 3% of the total outstanding voting stock of any such company (or together with other investment companies having the same investment adviser to own more than 10% of the total outstanding voting stock of any closed-end investment company). Securities of investment companies may also be acquired as part of a merger, consolidation, acquisition of assets or reorganization. In addition, no Portfolio other than the Money Market Portfolio will make any investment in repurchase agreements having a maturity of more than seven days or any other illiquid assets if, as a result, more than 15% of the Portfolio's total assets would be invested in illiquid assets. This limitation is 10% for the Money Market Portfolio. The Fund will not make any short sale or participate on a joint or joint and several basis in any trading account in securities. The latter policy, however, does not prohibit combining orders for portfolio securities as described in "Investment Management Agreements and Sub-Investment Management Agreements." INSURANCE LAW RESTRICTIONS In order to be able to sell Contracts in New York, Metropolitan Life, as investment manager for the Fund, State Street Research, as sub-investment manager for the Growth, Income, Diversified and Aggressive Growth Portfolios, and GFM, as sub-investment manager for the International Stock Portfolio, have agreed to use their best efforts to assure that each Portfolio of the Fund complies with the investment restrictions and limitations prescribed by Sections 1405 and 4240 of the New York Insurance Law, and the regulations promulgated thereunder, insofar as such investment restrictions and limitations are applicable to the investment of separate account assets in mutual funds. If any Portfolio fails to comply with such restrictions or limitations, the Insurance Companies will cease making investments in that Portfolio for the separate accounts. Currently, the Fund is permitted by New York law to make any purchase if made on the basis of good faith and with that degree of care that an ordinarily prudent person in a like position would use under similar circumstances. Also, Delaware Insurance Law, which governs Metropolitan Tower's investments, currently contains no requirements or limitations on the investments of assets held in a separate account formed for the purpose of issuing variable contracts. CERTAIN INVESTMENT PRACTICES LENDING OF PORTFOLIO SECURITIES: Subject to the restriction contained in fundamental investment policy number 4 in the Prospectus, each B-9 Portfolio from time to time may lend some of its securities to brokers, dealers and financial institutions and receive as collateral cash or United States Treasury securities which at all times while the loan is outstanding will be maintained by the borrower in amounts equal to at least 100% of the current market value of the loaned securities. Any cash collateral will be invested in short-term high-grade securities, which can increase the current income of the Portfolio lending its securities, since the Portfolio continues to receive interest and dividends on the loaned securities during the period of the loan. Any gain or loss in the market value of loaned securities or securities in which cash collateral is invested during the term of the loan would also inure to the Portfolio. Loans of portfolio securities will not have terms longer than 30 days and will be terminable at any time. The Portfolio will have the right to retain record ownership of loaned securities to exercise beneficial rights such as voting rights, subscription rights and rights to dividends, interest or other distributions. The Fund may pay reasonable finders, administrative and custodial fees to persons unaffiliated with the Fund for services in connection with such loans. The dividends, interest, and other distributions received by a Portfolio on loaned securities may, for tax purposes, be treated as income other than qualified income for the 90% test discussed under "Taxes" below. The Fund intends to lend portfolio securities only to the extent that such activity does not jeopardize the Fund's qualification as a regulated investment company under the Internal Revenue Code (the "Code"). If the borrower fails to maintain the requisite amount of collateral, the loan automatically terminates, and the Fund could use the collateral to replace the securities, while holding the borrower liable for any excess of the replacement cost over the amount of collateral. As with any extension of credit, there are risks of delay in recovery, and in some cases even loss of rights in the collateral, should the borrower of the securities fail financially. However, loans of portfolio securities will be made only to firms deemed to be creditworthy and only when the economic benefit to the Fund is believed to justify the attendant risks. On termination of a loan, the borrower is required to return the loaned securities to the Fund. OPTIONS AND FUTURES: Options on Portfolio Securities and Currencies: Subject to the restrictions contained in fundamental investment policies numbers 1, 2 and 3 in the Prospectus, all the Portfolios may write (sell) covered call options and may purchase put and call options with respect to securities in their portfolio. In addition, the International Stock Portfolio may write covered put options on securities or currencies. The other Portfolios may write put options only to the extent necessary to close out option positions previously entered into. At the present time, the Money Market Portfolio and the Stock Index Portfolio do not intend to write or purchase such options. A call option gives the purchaser of such option, in exchange for the option premium, the right to buy (and obligates the writer to sell) the underlying security or currency at the price specified in the option (the "exercise price") at any time until the option expires, generally within three to nine months. The exercise price, plus the option premium paid, will always be greater than the market price of the underlying security or currency at the time the option is written. A put option gives the purchaser of such option, in exchange for the option premium, the right to sell (and obligates the writer to purchase) the underlying security or currency at the exercise price at any time before the option expires. If a covered call or put option written by a Portfolio expires unexercised, the Portfolio will realize as income, in the form of a short-term capital gain, the premium it received for the sale of the option, less the brokerage commission it paid i.e., the "net premium." If a call option written by a Portfolio is exercised, a decision over which the Portfolio has no control, the Portfolio must sell the underlying security or currency to the option holder at the exercise price. By writing a covered call option, the Portfolio foregoes, in exchange for the net premium, the opportunity to profit from any increase in the value of the underlying security or currency above the exercise price plus the premium paid. Therefore, call options may be written when Metropolitan Life, State Street Research or GFM believe that the security or currency should be held, but no increase in price or only a moderate increase within the option period is expected. By writing a covered put option, the International Stock Portfolio receives premium income but obligates itself to purchase from the option holder, at the price specified in the option, the particular security or currency underlying the option at any time prior to the expiration of the option period, regardless of the market value of the security or currency during the option period. Therefore, put options will be written when GFM believes that the security's or currency's price will rise during the exercise period and, consequently, the option will not be exercised. If an option purchased by a Portfolio expires unexercised, the Portfolio will experience a loss in the amount of the premium paid for the option. The Portfolio B-10 will generally decide to exercise a put option if the market price of the underlying security or currency falls below the exercise price plus the premium paid; it will generally decide to exercise a call option if the market price of the underlying security or currency exceeds the exercise price plus the premium paid. Therefore, options may be purchased when Metropolitan Life, State Street Research or GFM believe that, in the case of a put, the security or currency should be held but its market price may fall, or, in the case of a call, the security or currency should be purchased in the future and its market price may rise. In order to reduce the risk of loss, the Portfolio will write an option only if there is an organized market for the option on a recognized securities exchange. The Portfolio will not sell the securities or currencies against which options have been written until after the option period has expired, a closing purchase transaction, if available, has been executed, a corresponding put or call option has been purchased or the written option is otherwise covered. Options are traded on certain recognized securities exchanges, including the Chicago Board Options Exchange, the American Stock Exchange, the Philadelphia Stock Exchange, the Pacific Stock Exchange and the Midwest Stock Exchange. The Portfolio may terminate its obligation as the writer of an option by purchasing on such exchange an option with the same exercise price and expiration date as the option previously written (a "closing purchase transaction"). If the Portfolio cannot enter into a closing purchase transaction (for example, because no such options are available for purchase), the Portfolio will continue to bear the risk of loss of the appreciation, if any, in the price of the underlying security or currency during the remaining term of the option, if it has written a call option, or the Portfolio will continue to be obligated to purchase the specified securities or currencies at the exercise price, regardless of the market value or exchange rate, if it has written a put option. Both sales and purchases of options require the Portfolio to pay brokerage commissions. To the extent that an option sold by the Portfolio is exercised, the Portfolio may incur brokerage commissions or other transaction costs in reinvesting the proceeds received upon such exercise. Also, writing covered call options can increase a Portfolio's turnover rate. When a Portfolio sells a covered call or put option, an amount equal to the net premium (the premium less the commission) received by the Portfolio is included in the liability section of the Portfolio's statement of assets and liabilities as a deferred credit. The amount of the deferred credit subsequently will be marked-to-market to reflect the current value of the option written. If an option expires on its stipulated expiration date or if the Portfolio enters into a closing purchase transaction, the Portfolio will realize a gain (or loss, if the cost of a closing purchase transaction exceeds the net premium received when the option was sold), and the deferred credit related to such option will be eliminated. If a call option sold by the Portfolio is exercised, the Portfolio will realize a long-term or short-term gain or loss from the sale of the underlying security or currency, and the proceeds of the sale will be increased by the premium previously received on the option. The writing of such call options will not affect the holding period of the underlying security. If a put option sold by the Portfolio is exercised, the Portfolio's cost for the security or currency purchased will be reduced by the premium previously received on the option written. Options on Indices: The Growth, Diversified, Aggressive Growth and International Stock Portfolios intend to utilize options on stock indices. While it has no present intention to do so, the Stock Index Portfolio may in the future utilize such options. Options on stock indices are similar to options on stock, except that all settlements are made in cash rather than by delivery of the stock, and gains or losses depend on price movements in the stock market generally (or in a particular industry or segment of the market represented by the index) rather than price movements in individual stocks. Upon payment of a specified premium at the time an option on a stock index is entered into, the purchaser of a call option on a stock index obtains the right to receive, upon exercise of the option, a sum of money equal to a multiple of any excess of the value of the specified stock index, on the exercise date, over the exercise or "strike" price specified by the option. The purchaser of a put option on a stock index obtains the right to receive, upon exercise of the option, a sum of money equal to a multiple of any excess of the strike price over the value of the stock index. The writer of a stock index option has obligations which correspond to the purchaser's rights. Thus, for example, the writer of a call option on a stock index, in consideration of the option premium received, has the obligation to pay, upon exercise, a dollar amount equal to a multiple of any excess of the value of the specified stock index on the date of exercise over the strike price specified in the option. The writer of a put option on a stock index, in consideration of the option premium received, has the obligation to pay, upon exercise, a dollar amount equal to a multiple of any excess of the value of the strike price specified in the option over the value of the specified stock index on the date of exercise. B-11 The Portfolios will cover call options on a stock index written by, for example, holding in a segregated account, with the custodian for the Fund, portfolio securities that substantially replicate the movement of the particular index upon which the call option was written or sufficient cash or liquid assets to cover the outstanding position. In addition, the Portfolios may also choose to cover call options written by holding a separate call option permitting the purchase of the same stock index at the same strike price. The Portfolios will cover put options on a stock index written by, for example, holding in a segregated account, with the custodian for the Fund, cash or liquid assets equal to the strike price of the put option or by holding a separate put option permitting the purchase of the same stock index at the same strike price. The Growth, Diversified and Aggressive Growth Portfolios intend to write covered call options on a stock index and the International Stock Portfolio intends to write covered call and put options on a stock index for the same purposes as they might write covered call and put options on their portfolio securities. A securities index fluctuates with changes in the market values of the securities included in the index. For example, some options on securities indices are based on a broad market index such as the Standard & Poor's 500 or the NYSE Composite Index, or a narrower market index such as the Standard & Poor's 100. Indices may also be based on an industry or market segment such as the AMEX Oil and Gas Index or the Computer and Business Equipment Index. Options on stock indices are currently traded on the following exchanges, among others: The Chicago Board Options Exchange; New York Stock Exchange; and American Stock Exchange. Options on other types of securities indices, which do not currently exist, may be introduced and traded on exchanges in the future. Options on indices relating to certain debt securities, referred to as interest rate indices, may be introduced in the future. In the event that a liquid market develops for options on an interest rate index, and the Board of Directors of the Fund authorizes a particular Portfolio to use such an option, the Portfolio may do so. Where permitted, all the Portfolios intend to utilize options on interest rate indices in a manner similar to that described above with respect to options on stock indices. The Portfolios' purchase and sale of options on indices will be subject to the same risks as those applicable to options on individual securities. In addition, the distinctive characteristics of options on indices create certain risks that are not present with options on individual securities. For example, index prices may be distorted if trading of certain securities included in the index is interrupted. Trading in the index options also may be interrupted in certain circumstances, such as, for example, if trading were halted in a substantial number of securities included in the index. If this occurred, a Portfolio would not be able to close out options which it had purchased or written and, if restrictions on exercise were imposed, would be unable to exercise an option it holds, which could result in substantial losses to the Portfolio. The Portfolios intend to purchase or write options only on indices which include a sufficient number of securities to minimize the likelihood of a trading halt in such options. In addition, the ability to establish and close out positions on options on indices will be subject to the development and maintenance of a liquid secondary market for such options. The Portfolios will not purchase or sell any option on an index unless and until, in the opinion of Metropolitan Life, State Street Research or GFM, the market for such options has developed sufficiently that the risk in connection with such transactions is acceptable. The effectiveness of hedging through the purchase of options on indices will depend upon the extent to which price movements in the portion of the securities portfolio being hedged correlate with price movements in the selected index. Perfect correlation is not possible because the securities held or to be acquired by a Portfolio will not exactly match the composition of the indices on which options are written. In the purchase of options on indices the principal risk is that the premium and transaction costs paid by a Portfolio in purchasing an option will be lost as a result of unanticipated movements in the price of the securities comprising the index for which the option has been purchased. In writing call options on indices, the principal risks are the inability to effect closing transactions at favorable prices and the inability to participate in the appreciation of the underlying securities. In writing put options on indices, the principal risks are the inability to effect closing transactions at favorable prices and the obligation to make a cash settlement relating to the stock index at prices which may not reflect current market values. Futures Transactions: A futures contract is an agreement to buy or sell a security or currency (or deliver a final cash settlement price, in the case of a contract relating to an index or otherwise not calling for physical delivery at the end of trading in the contract) for a set price in the future. Trading in futures is regulated under the Commodity Exchange Act by the Commodity Futures Trading Commission ("CFTC"). Futures contracts trade on certain regulated contract markets through an open outcry auction on the exchange floor. The Portfolios, as described more fully below, may purchase or sell futures contracts to effect hedging transactions. A hedge, as B-12 defined by the CFTC, is a transaction in which the Portfolios utilize futures contracts in order to protect the value of underlying portfolio securities or the currencies in which they are denominated from adverse fluctuations in the financial markets. Positions taken in the futures markets are not normally held until delivery or cash settlement is required, but instead are liquidated through offsetting transactions that may result in a gain or a loss. While futures positions taken by a Portfolio will usually be liquidated in this manner, the Portfolio may instead make or take delivery of underlying securities or currencies whenever it appears economically advantageous for the Portfolio to do so. A clearing organization associated with the exchange on which futures are traded assumes responsibility for closing out transactions and guarantees that, as between the clearing members of an exchange, the sale and purchase obligations will be performed with regard to all positions that remain open at the termination of the contract. Upon entering into a futures contract, a Portfolio is required to deposit with a futures commission merchant or in a segregated custodial account a certain percentage (presently less than ten percent) of the futures contract's market value as "initial margin." Initial margin is in the nature of a performance bond or good faith deposit on the contract which is returned upon termination of the futures contract if all contractual obligations have been satisfied. The initial margin in most cases consists of cash or U.S. government securities. Subsequent cash payments, called "variation margin," may be required as a result of marking the contracts to market on a daily basis as the contract value fluctuates. The use of futures contracts entails certain risks in addition to those stated below, including but not limited to: possible reduction in the Portfolio's income due to the use of hedging; possible reduction in value of both the securities or currencies hedged and the futures contract; and potential losses in excess of the amount initially invested in the futures contracts themselves. The use of futures contracts requires special skills in addition to those needed to select portfolio securities or currencies. Stock Index Futures Contracts: The Growth, Diversified, Aggressive Growth, Stock Index and International Stock Portfolios, consistent with their investment objectives and policies, may attempt to reduce the risk of investments in equity securities by hedging portions of their underlying portfolios through the use of standardized stock index futures contracts traded on a national commodities exchange or board of trade. A stock index futures contract is an agreement in which the seller of the contract agrees to deliver to the buyer an amount of cash equal to a specific dollar amount times the difference between the value of a specific stock index at the close of the last trading day of the contract and the price at which the agreement is made. No physical delivery of the underlying stocks in the index is made. The Growth, Diversified, Aggressive Growth, Stock Index and International Stock Portfolios intend to engage in stock index futures transactions as a hedge against market risk resulting from market conditions and over-all economic prospects with respect to the value of portfolio securities held by the Portfolios or which the Portfolios intend to purchase, as distinguished from stock-specific risk resulting from the market's evaluation of the merits of a particular security. For example, a Portfolio might sell stock index futures contracts to hedge against a decline in the value of securities held in the Portfolio. Alternatively, a Portfolio might buy stock index futures contracts to hedge against a rise in the value of securities the Portfolio intends to acquire. A Portfolio's successful use of stock index futures contracts depends upon the ability of Metropolitan Life, State Street Research or GFM to accurately assess the direction of the stock market and is subject to various additional risks. The correlation between movement in the price of the stock index futures contract and the price of the securities being hedged is imperfect and the risk from imperfect correlation increases as the composition of the Portfolio's securities diverges from the composition of the relevant index. In addition, the ability of a Portfolio to close out a futures position depends on a liquid secondary market. There is no assurance that liquid secondary markets will exist for any particular futures contract at any particular time. See also the risks noted above under "Futures Transactions." Interest Rate Futures Contracts: Each of the Fund's Portfolios, consistent with its investment objective and policies, may buy and sell futures contracts on interest-bearing securities (such as U.S. Treasury Bonds, U.S. Treasury Notes, three-month U.S. Treasury Bills, Eurodollar Certificates of Deposit, and GNMA certificates) for hedging purposes. Further, in the event that a liquid market develops for futures contracts based on an interest rate index, and the Board of Directors of the Fund authorizes a particular Portfolio to use such futures contracts, the Portfolio may do so. Futures contracts on interest-bearing securities and interest rate indices are referred to collectively as "interest rate futures contracts." The Portfolios will engage in transactions in only those interest rate futures contracts that are traded on a commodities exchange or a board of trade and are standardized as to maturity date and underlying financial instrument. B-13 For example, a Portfolio might sell an interest rate futures contract to hedge against a decline in the market value of debt securities the Portfolio owns. A Portfolio might also purchase an interest rate futures contract to hedge against an anticipated increase in the value of debt securities the Portfolio intends to acquire. The risks of interest rate futures contracts are briefly described above in connection with the proposed use of stock index futures contracts and in the general description of "Futures Transactions." In addition, a Portfolio's successful use of interest rate futures contracts depends upon the ability of Metropolitan Life, State Street Research or GFM to accurately assess interest rate moves. Further, because there are a limited number of types of interest rate futures contracts, it is likely that the financial futures contracts available to a Portfolio will not exactly match the debt securities the Portfolio intends to hedge or acquire. To compensate for differences in historical volatility between securities a Portfolio intends to hedge or acquire and the interest rate futures contracts available to it, the Portfolio could purchase or sell futures contracts with a greater or lesser value than the debt securities it wished to hedge or intended to purchase. This imperfect correlation between the interest rate futures contract and the debt securities being hedged is another risk. Currency Futures Contracts: The International Stock Portfolio may buy and sell futures contracts on currencies. The International Stock Portfolio will engage in transactions in only those currency futures contracts that are traded on a national or foreign commodities exchange or a board of trade and are standardized as to maturity date and the underlying financial instrument. Currency futures contracts may be used as a hedge against changes in prevailing currency exchange rates in order to establish more definitively the return on foreign securities held or intended to be acquired by the Portfolio. In this regard, the Portfolio could sell currency futures contracts to offset the effect of expected decreases in currency exchange rates and purchase such contracts to offset the effect of expected increases in currency exchange rates. Although techniques other than the sale and purchase of currency futures contracts could be used for these purposes, currency futures contracts may be an effective and relatively low cost means of implementing these strategies. Options on Futures: The Growth, Diversified, Aggressive Growth, Stock Index and International Stock Portfolios may purchase put and call options on stock index futures contracts, write (i.e., sell) covered call options on stock index futures contracts and enter into closing transactions with respect to such options. The International Stock Portfolio may also write covered put options on stock index futures contracts, may write covered put and call options on currency futures contracts, may purchase put and call options on currency futures contracts and may enter into closing transactions with respect to such options. In addition, all of the Portfolios are permitted to purchase put and call options on interest rate futures contracts, write covered call options on interest rate futures contracts and enter into closing transactions with respect to such options. In addition, the International Stock Portfolio may write covered put options on interest rate futures contracts. Such transactions will only be for bona fide hedging purposes, as defined by the CFTC. A call option on a futures contract gives the purchaser the right, in return for the premium paid, to purchase a futures contract (assume a "long" position) at a specified exercise price at any time before the option expires. A put option gives the purchaser the right, in return for the premium paid, to sell a futures contract (assume a "short" position), for a specified exercise price, at any time before the option expires. Upon the exercise of a call, the writer of the option is obligated to sell the futures contract (to deliver a "long" position to the option holder) at the option exercise price, which will presumably be lower than the current market price of the contract in the futures market. Upon exercise of a put, the writer of the option is obligated to purchase the futures contract (to deliver a "short" position to the option holder) at the option exercise price, which will presumably be higher than the current market price of the contract in the futures market. When a Portfolio as a purchaser of an option on a futures contract exercises such option and assumes a long futures position in the case of a call, or a short futures position in the case of a put, its gain will be credited to its futures margin account. Any loss suffered by the writer of the option on a futures contract will be debited to its futures variation margin account. However, as with the trading of futures, most participants in the options markets do not seek to realize their gains or losses by exercise of their option rights. Instead, the holder of an option will usually realize a gain or loss by buying or selling an offsetting option (i.e., entering into a closing transaction) at a market price that will reflect an increase or a decrease from the premium originally paid as a purchaser or required as a writer. Options on futures contracts can be used by a Portfolio to hedge the same risks as might be addressed by the direct purchase or sale of the underlying futures contracts themselves. Depending on the pricing of the option, compared to either the futures contract upon which it is based or upon the price of the underlying securities or currencies themselves, it may or may not be less risky then direct ownership of the futures contract or the underlying securities or currencies. B-14 In contrast to a futures transaction, in which only transaction costs are involved, benefits received by a Portfolio as a purchaser in an option transaction will be reduced by the amount of the premium paid as well as by transaction costs. In the event of an adverse market movement, however, a Portfolio which purchased an option will not be subject to a risk of loss on the option transaction beyond the price of the premium it paid plus its transaction costs. Purchasers of options who do not exercise their options prior to the expiration date will suffer a loss of the entire premium. If a Portfolio writes covered call or put options on futures contracts, the Portfolio will receive a premium but will assume a risk of adverse movement in the price of the underlying futures contract comparable to that involved in holding a futures position. If the option is not exercised, the Portfolio will realize a gain in the amount of the premium, which may partially offset unfavorable changes in the value of securities held in the Portfolio or to be acquired for the Portfolio. If the option is exercised, the Portfolio will incur a loss in the option transaction, which will be reduced by the amount of the premium it has received, but which may also partially offset favorable changes in the value of its portfolio securities or currencies. For example, the writing of a call option on a futures contract constitutes a partial hedge against declining prices of the underlying securities or currencies. If the futures price at expiration is below the exercise price, the Portfolio will retain the full amount of the option premium, which provides a partial hedge against any decline that may have occurred in the value of the Portfolio's holdings of securities or currencies. While the purchaser or writer of an option on a futures contract may normally terminate its position by selling or purchasing an offsetting option of the same series, a Portfolio's ability to establish and close out options at fairly established prices will be subject to the existence of a liquid market. A Portfolio will not purchase or write options on futures contracts unless, in the opinion of Metropolitan Life, State Street Research or GFM, the market for such options has sufficient liquidity that the risks associated with such options transactions are not unacceptable. Limitations on the Use of Futures Contracts and Options Thereon and Options on Indices: Regulations of the CFTC currently require certain limits to be placed on the use of futures contracts and options thereon. To ensure that the transactions constitute bona fide hedges, in instances involving the purchase or sale of a futures contract or the writing of covered call options on futures contracts, each Portfolio will be required to either (i) segregate sufficient cash or liquid assets to cover the outstanding position or (ii) cover the futures contract or option written on such contract by owning the instruments or currency underlying the futures contract or option thereon or by holding a separate option permitting it to purchase or sell the same futures contract or option at the same strike price or better. In instances involving the writing of covered put options on futures contracts, the International Stock Portfolio will be required to (i) segregate sufficient cash or liquid assets equal to the strike price of the put options written or (ii) purchase a put option on the same futures contract at the same strike price as that written by the Portfolio. Where such positions are covered by the segregation of sufficient cash, cash equivalents or underlying securities, such amounts will be held in a segregated account with the Fund's custodian to collateralize the position, thereby insuring that the use of such futures contracts and options thereon is unleveraged. A Portfolio may not establish a position in a futures contract or purchase an option thereon if immediately thereafter the sum of the amount of initial margin deposits on all open futures contracts and premiums paid for unexpired options on futures contracts would exceed 5% of the market value of that Portfolio's total assets; provided, however, that in the case of an option that is "in-the-money" at the time of the purchase, the "in-the-money" amount may be excluded in calculating the 5% limitation. In addition, shares of the Portfolios may not be sold or advertised as a participation in a commodity pool or other vehicle for trading in the commodity futures or options markets. Finally, the Portfolios must agree to submit information to the CFTC, as requested, to demonstrate compliance with applicable regulations and to assist the CFTC in collecting data and refining its hedging standards. With respect to options on indices, in order to insure that call options written by the Portfolios on indices are covered and, therefore, unleveraged, the Portfolios would be required to: (i) hold in a segregated account, with the Fund's custodian, portfolio securities that substantially replicate the movement of the particular index upon which the call option was written or sufficient cash or liquid assets to cover the outstanding position, or (ii) hold a separate option permitting the purchase or sale of the same stock index at the same strike price or better. With respect to put options written on stock indices, the International Stock Portfolio will (i) segregate sufficient cash or liquid assets equal to the strike price of the put option written or (ii) purchase a put option on the same index at the same strike price as that written by the Portfolio. FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS: Each Portfolio, except for the Stock Index Portfolio, may use forward foreign currency exchange contracts ("forward currency contracts") to hedge the currency B-15 risk relating to the non-U.S. dollar-denominated securities purchased, sold, or held by that Portfolio. A forward currency contract involves an obligation to purchase or sell a specific currency at a future date, which may be any fixed number of days from the date of the contract as agreed by the parties, at a price set at the time of the contract. In the case of a cancelable forward currency contract, the holder has the unilateral right to cancel the contract at maturity by paying a specified fee. Forward currency contracts are traded in the interbank market conducted directly between currency traders (usually large commercial banks) and their customers. They generally have no deposit requirement, and no commissions are charged at any stage for trades. Although foreign exchange traders do not charge a fee for currency conversion, they do realize a profit based on the difference (the "spread") between prices at which they are buying and selling various currencies. Thus, a trader may offer to sell a foreign currency to a Portfolio at one rate, while offering a lower rate of exchange should the Portfolio desire to resell that currency to the dealer. At the maturity of a forward currency contract, a Portfolio may either accept or make delivery of the currency specified in the contract, or at or prior to maturity, a Portfolio may enter into a closing transaction involving the purchase or sale of an offsetting contract. Closing transactions with respect to forward currency contracts are usually effected with the currency trader that is a party to the original forward contract. As described in the Prospectus, each Portfolio may enter into a forward currency contract under two circumstances. First, when a Portfolio has entered into a contract to purchase or sell a non-U.S. security, it may protect itself against a possible loss between the trade date and the settlement date resulting from an adverse change in the relationship between the U.S. dollar and the foreign currency in which such security is denominated by entering into a forward currency contract in U.S. dollars for the purchase or sale of the amount of the foreign currency involved in the underlying security transaction. Second, when management of a Portfolio believes a particular foreign currency may suffer or enjoy a substantial movement against the U.S. dollar, the Portfolio may enter into a forward currency contract to sell or buy an amount of such currency (or another currency in a cross hedging transaction) approximating the value of some or all of the Portfolio's securities denominated in such foreign currency. However, the precise matching of the amounts of forward currency contracts and the value of the portfolio securities being hedged will not generally be possible, because the future value of such securities in foreign currencies will change as a consequence of movements in the market value of those securities between the dates the forward currency contracts are entered into and the dates they mature. Since it is impossible to forecast with precision the market value of portfolio securities at the expiration or maturity of a forward currency contract, it may be necessary for a Portfolio to purchase additional foreign currency on the spot (i.e. cash) market (and bear the expense of such purchase) if the market value of the securities being hedged is less than the amount of foreign currency the Portfolio would be obligated to deliver upon the sale of such securities. Conversely, it may be necessary for the Portfolio to sell some of the foreign currency received upon the sale of Portfolio securities on the spot market if the market value of such securities exceeds the amount of foreign currency the Portfolio is obligated to deliver. Each Portfolio may enter into forward currency contracts or maintain a net exposure on such contracts only if (i) the consummation of the contracts would not obligate the Portfolio to deliver an amount of foreign currency in excess of the value of the Portfolio's securities or other assets denominated in that currency or (ii) the Portfolio maintains with its custodian cash, U.S. government securities, or liquid, high-grade debt securities in a segregated account in an amount not less than the value of the Portfolio's total assets committed to the consummation of the contracts. The use of forward currency contracts involves various risks. A Portfolio may not always be able to enter into a forward currency contract when management deems it advantageous to do so, for instance, if the Portfolio is unable to find a counterparty to the transaction at an attractive price. Furthermore, a Portfolio may not be able to purchase forward currency contracts with respect to all of the foreign currencies in which its portfolio securities may be denominated. In those circumstances, and in a cross hedging forward currency contract, the correlation between the movements in the exchange rates of the subject currency and the currency in which the portfolio security is denominated may not be precise. Forward currency contracts are not guaranteed by a third party and, accordingly, each party to a forward currency contract is dependent upon the creditworthiness and good faith of the other party. A default on the contract would deprive a Portfolio of unrealized profits or force the Portfolio to cover its commitments for purchase or sale of currency, if any, at the current market price. Finally, the cost of purchasing forward currency contracts in a particular currency will reflect, in part, the rate of return available on instruments denominated in that currency. The cost of purchasing forward currencies that in general yield high rates of return may thus tend to reduce the rate of return toward the rate of return that would be earned on assets denominated in U.S. dollars. B-16 INDUSTRY CLASSIFICATIONS In determining how much of each of the Growth, Income, Diversified and Aggressive Growth Portfolios are invested in a given industry, the industry classifications set forth below, grouped by sectors, are currently used. Companies engaged in the business of financing will be classified according to the industries of their parent companies or industries that otherwise most affect such financing companies. Issuers of asset-backed pools will be classified as separate industries based on the nature of the underlying assets, such as mortgages, credit card receivables, etc. BASIC INDUSTRIES CONSUMER STAPLE SCIENCE & TECHNOLOGY - ---------------- --------------- -------------------- Chemical Business Service Aerospace Diversified Container Computer Software & Service Electrical Equipment Drug Electronic Components Forest Products Food & Beverage Electronic Equipment Machinery Hospital Supply Office Equipment Metal & Mining Personal Care Railroad Printing & Publishing Truckers Tobacco UTILITY ENERGY CONSUMER CYCLICAL - ------- ------ ----------------- Electric Oil Refining and Marketing Airline Gas Oil Production Automotive Gas Transmission Oil Service Building Telephone Hotel & Restaurant Photography Recreation OTHER FINANCE Retail Trade - ----- ------- Textile & Apparel Trust Certificates-- Government Related Lending Bank Asset-backed--Mortgages Financial Service Asset-backed--Credit Card Insurance Receivables
In determining how much of the International Stock Portfolio is invested in a given industry, the industry classifications set forth below, grouped by sectors, are currently stock used. ENERGY RESOURCES MATERIALS CAPITAL EQUIPMENT - ---------------- --------- ----------------- Energy Resources (includes all oils) Building Materials and Components Aerospace and Military Technology Utilities Electrical, Gas, Water Chemicals Construction and Housing Forest Products and Paper Data Processing and CONSUMER GOODS Metals--Non ferrous Reproduction - -------------- Metals--Steel Electrical and Electronics Appliances and Household Durables Misc. Materials and Commodities Electrical Components and Automobiles Instruments Beverages and Tobacco SERVICES Energy Equipment and Food and Household Products -------- Services Health and Personal Care Broadcasting and Publishing Industrial Components Recreation, Other Consumer Goods Business and Public Services Machinery and Engineering Textiles and Apparel Leisure and Tourism Merchandising MULTI-INDUSTRY Telecommunications - -------------- Transportation--Airlines FINANCE Multi-Industry Transportation--Road and Rail ------- Transportation--Shipping Banking MINING Wholesale and International Trade Financial Services - ------ Insurance Gold Mines Real Estate Collective Investment Programs
B-17 DIRECTORS AND OFFICERS The directors and officers of the Fund and their principal occupations for at least the last five years are set forth below. Unless otherwise noted, the address of each executive officer and director is One Madison Avenue, New York, New York 10010. DIRECTORS AND OFFICERS The directors and officers of Portfolios and their principal occupations for at least the last five years are set forth below. Unless otherwise noted, the address of each executive officer and director is One Madison Avenue, New York, New York 10010.
PRINCIPAL OCCUPATION(S) NAME, (AGE) AND ADDRESS POSITION(S) DURING PAST 5 YEARS ----------------------- ----------- ------------------------ Steve A. Garban (58)+............ Director Retired, formerly Senior Vice- The Pennsylvania State University President Finance and Operations and 208 Old Main Treasurer, The Pennsylvania State University Park, PA 16802 University Jeffrey J. Hodgman (52)(*)+...... Chairman of the Board, Senior Vice-President, Metropolitan President, Life Insurance Company Chief Executive ("Metropolitan Life") Officer and Director Malcolm T. Hopkins (68)+......... Director Former Vice-Chairman of the Board 14 Brookside Road and Chief Financial Officer, St. Biltmore Forest Regis Corp. (forest and paper Asheville, NC 28803 products) Robert A. Lawrence (69)+......... Director Partner, Saltonstall & Co. (private 50 Congress Street investment firm) Boston, MA 02109 Dean O. Morton (64)+............. Director Retired, formerly Executive Vice- 3200 Hillview Avenue President, Chief Operating Officer Palo Alto, CA 94304 and Director, Hewlett--Packard Company Michael S. Scott Morton (58)+.... Director Jay W. Forrester Professor of Massachusetts Institute of Management at Sloan School of Technology ("MIT") Management, MIT 77 Massachusetts Avenue Cambridge, MA 02139 John H. Tweedie (50)(*)+......... Director Executive Vice-President, Metropolitan Life since 1993; President and Chief Executive Officer of Metropolitan Life's Canadian Operations 1990-1993; prior thereto, Senior Vice-President and Chief Actuary Ronald Zito (37)+................ Controller Director-Accounting and Financial Controls-Pensions, Metropolitan Life since 1995; Director-Retirement Savings Center, 1993-1994; prior thereto, Manager Christopher P. Nicholas (47)+.... Vice-President and Associate General Counsel, Assistant Secretary Metropolitan Life since 1990; prior thereto, Assistant General Counsel. Joseph M. Panetta (60) (*)....... Treasurer Vice-President, Metropolitan Life Albert Rosenthal (64)+........... Vice-President and Assistant Vice-President, Chief Operating Officer Metropolitan Life since 1993; Director-Personal Insurance, Advanced Markets, 1991-1993; prior thereto, Manager Lawrence A. Vranka (56)(*)....... Vice-President Vice-President, Metropolitan Life since 1991; prior thereto Assistant Vice-President, 1988-1991; prior thereto Executive Assistant Patricia S. Worthington (39)+.... Secretary Associate Counsel, Metropolitan Life since 1992; prior thereto, Attorney
- ------- (*) Interested Person, as defined in the Investment Company Act of 1940 ("1940 Act"), of the Funds. (+) Serves as a trustee, director and/or officer of one or more of the following investment companies, each of which has an advisory or distribution relationship with the Investment Manager or its affiliates: State Street Research Financial Trust, State Street Research Income Trust, State Street Research Money Market Trust, State Street Research Tax-Exempt Trust, State Street Research Capital Trust, State Street Research Master Investment Trust, State Street Research Equity Trust, State Street Research Securities Trust, State Street Research Growth Trust, State Street Research Exchange Trust and State Street Research Portfolios, Inc. B-18 During the last fiscal year of the Fund, the Directors were compensated as follows: - -------------------------------------------------------------------------------
(5) (3) TOTAL PENSION OR COMPENSATION RETIREMENT (4) FROM THE BENEFITS ESTIMATED FUND (2) ACCRUED AS ANNUAL AND FUND (1) AGGREGATE PART OF BENEFITS COMPLEX PAID NAME OF COMPENSATION FUND UPON TO DIRECTORS DIRECTOR(B) FROM FUND EXPENSE RETIREMENT (A) - ------------------------------------------------------------------------------- Jeffrey J. Hodgman............. 0 0 0 0 Steve A. Garban................ $16,500 0 0 $22,500 Malcolm T. Hopkins............. $16,500 0 0 $22,500 Robert A. Lawrence............. $16,500 0 0 $91,685 Dean O. Morton................. $16,500 0 0 $103,085 Michael S. Scott Morton........ $14,000 0 0 $109,035 John H. Tweedie................ 0 0 0 0
- ------- (a) Complex is comprised of 10 trusts and two corporations with a total of 30 funds and/or series. (b) Directors and officers who are affiliated with Metropolitan Life or State Street Research or their affiliates ("interested persons" as defined under the Investment Company Act of 1940) do not receive any compensation for services rendered to the Fund in addition to their compensation for services rendered to Metropolitan Life or such affiliated companies. As of January 1, 1996, the Directors who are not affiliated with Metropolitan Life or State Street Research or their affiliates are paid a fee of $10,000 for each full calendar year during which services are rendered to the Fund. In addition, they are paid a fee of $2,500 for attending each of the directors' meetings, $500 for attending each audit committee meeting and are reimbursed for out- of-pocket expenses. Messrs. Garban and Hopkins also are paid $1,500 for attending each contract committee meeting. The chairman of the audit committee receives a fee of $1,500 for each full calendar year during which he/she serves as chairman. - ------- A separate charge is not made against the Fund for any compensation paid to officers and directors that are interested persons of the Fund. Such compensation is being paid by Metropolitan Life pursuant to the Investment Management Agreements between the Fund and Metropolitan Life discussed below. None of the above officers and directors of the Fund owns any stock of the Fund. INVESTMENT MANAGEMENT ARRANGEMENTS ............................................................................... INVESTMENT MANAGEMENT AGREEMENTS AND SUB-INVESTMENT MANAGEMENT AGREEMENTS The Fund has entered into a separate Investment Management Agreement with Metropolitan Life with respect to each Portfolio, a separate Sub-Investment Management Agreement with Metropolitan Life and State Street Research with respect to each of the Growth, Income, Diversified, and Aggressive Growth Portfolios and a separate Sub-Investment Management Agreement with Metropolitan Life and GFM with respect to the International Stock Portfolio. In addition to the other functions described in the Prospectus, Metropolitan Life, State Street Research and GFM provide the portfolio managers for the Portfolios. The portfolio managers consider analyses from various sources, make the necessary investment decisions and effect transactions accordingly. Metropolitan Life, State Street Research and GFM are obligated to provide all the office space, facilities, equipment and personnel necessary to perform their respective duties under the Agreements. As the Fund's investment manager and sub-investment managers, Metropolitan Life, State Street Research and GFM utilize the full range of their securities and economic research facilities. Securities held by any Portfolio may also be held by other accounts managed by Metropolitan Life, by State Street Research and by GFM, including Metropolitan Life's own general and separate accounts, the other Fund Portfolios, Metropolitan Life's advisory clients and the advisory clients of State Street Research and GFM. When selecting securities for purchase or sale for a Portfolio, Metropolitan Life, State Street Research or GFM may at the same time be purchasing or selling the same securities for one or more of such other accounts. It is the policy of Metropolitan Life, State Street Research and GFM not to favor any one account over the other, and any purchase or sale orders executed contemporaneously are allocated at the average price and as nearly as practicable on a pro-rata basis in proportion to the amounts desired to be purchased or sold by each account. While it is conceivable that in certain instances this procedure could adversely affect the price or number of shares involved in the Portfolio's transaction, it is believed that the procedure generally contributes to better overall execution of the Fund's portfolio transactions. The Board of Directors has adopted guidelines governing the procedure and will monitor the procedure to determine that the guidelines are being followed and that the procedure continues to be in the best interests of the Fund and its shareholders. B-19 For providing investment management services to the Fund, Metropolitan Life receives monthly compensation from each Portfolio, except the Aggressive Growth Portfolio and the International Stock Portfolio, at the annual rate of .25% of the average daily value of the aggregate net assets of that Portfolio. The Aggressive Growth Portfolio and the International Stock Portfolio each compensate Metropolitan Life at the annual rate of .75% of the average daily value of the aggregate net assets of that Portfolio. During 1993, 1994 and 1995 Metropolitan Life received, in the aggregate, $5,883,880, $11,024,956 and $14,648,069, respectively, for providing such investment management services. For providing sub-investment management services with respect to the Growth Portfolio, and the Diversified Portfolio, State Street Research receives from Metropolitan Life an annual percentage fee, calculated on the month ending value of the aggregate net assets of the particular Portfolio, of 1/2 of 1% for the first $5 million of Portfolio assets, 3/8 of 1% for the next $5 million of assets, 1/4 of 1% for the next $190 million of assets and 1/5 of 1% for assets above $200 million. For such services to the Income Portfolio, State Street Research receives from Metropolitan Life an annual percentage fee, calculated on the month ending value of the aggregate net assets of the Income Portfolio, of 1/4 of 1% for the first $25 million of Portfolio assets, 3/16 of 1% for the second $25 million of assets and 1/8 of 1% for assets above $50 million. For providing sub-investment management services for the Aggressive Growth Portfolio, State Street Research receives from Metropolitan Life an annual percentage fee, calculated on the month ending value of the aggregate net assets of the Aggressive Growth Portfolio, of 3/4 of 1%. During 1993, 1994 and 1995, sub-investment management fees for the Growth, Income, Diversified, and Aggressive Growth Portfolios aggregated $4,527,470, $7,652,865 and $10,412,735, respectively. For providing sub-investment management services for the International Stock Portfolio, GFM receives from Metropolitan Life an annual percentage fee, calculated on the month ending value of the aggregate net assets of the International Stock Portfolio, of .60%. The Fund has no responsibility for the payment of fees to State Street Research or to GFM. During 1993, 1994 and 1995, sub-investment management fees for the International Stock Portfolio aggregated $331,866, $1,389,924 and $1,634,069, respectively. The Investment Management Agreements relating to the Growth, Income, Diversified and Money Market Portfolios and the Sub-Investment Management Agreements relating to the Growth, Income and Diversified Portfolios were approved by the shareholders of the appropriate Portfolio at the annual meeting of Fund shareholders held on April 29, 1987. The Investment Management Agreement and the Sub-Investment Management Agreement relating to the Aggressive Growth Portfolio was approved by the holders of the shares of the Aggressive Growth Portfolio at a special meeting of the shareholders of such Portfolio held on November 29, 1988. The Investment Management Agreement relating to the Stock Index Portfolio was approved by the holders of the shares of that Portfolio at a special meeting of the shareholders of such Portfolio held on April 2, 1991. The Investment Management Agreement and the Sub-Investment Management Agreement relating to the International Stock Portfolio were approved by the holders of the shares of that Portfolio at a special meeting of the shareholders of such Portfolio held on June 11, 1992. Unless earlier terminated, each Agreement will continue in effect from year to year with respect to each Portfolio, if approved annually (a) by the Board of Directors of the Fund or by a majority of the outstanding shares of that Portfolio (as determined pursuant to the 1940 Act), and (b) by a majority of the Board of Directors who are not "interested persons" (within the meaning of the 1940 Act) of any party of such Agreement. The Agreements are not assignable and may be terminated without penalty on 60 days' written notice at the option of either party or, with respect to any Portfolio, by the requisite vote of the shareholders of that Portfolio. (See "General Information About the Fund and its Shares" in the Prospectus.) PAYMENT OF EXPENSES The Investment Management Agreements obligate Metropolitan Life to provide investment management services to the Fund and to pay the organization costs of the Fund. Prior to May 16, 1993, pursuant to those Agreements, Metropolitan Life was also obligated to pay all expenses of the Fund, including but not limited to, furnishing the facilities, equipment and office space for carrying out its obligations under the Investment Management Agreements and paying the compensation of officers of the Fund, the fees and expenses of all directors of the Fund, custodian and transfer agent fees, and audit and attorney's fees; provided, however, the following expenses of the Fund were borne by the Fund: the investment management fee payable to Metropolitan Life, brokerage commissions on portfolio transactions (including any other direct costs related to the acquisition, disposition, lending or borrowing of portfolio investments), taxes payable by the Fund, interest and any other costs related to borrowings by the Fund, and any extraordinary or non-recurring expenses (such as legal claims and liabilities and litigation costs and any indemnification related thereto). Certain other expenses are assumed by Metropolitan Life pursuant to a distribution agreement with the Fund (see "Sale and Redemption of Shares"). B-20 As of May 16, 1993, pursuant to an amendment to each of the Investment Management Agreements, Metropolitan Life is no longer obligated to pay the expenses of the Fund as described above. The amendment was approved in each case by the shareholders of each Portfolio at the annual meeting of Fund shareholders held on April 28, 1993. Thus, as of May 16, 1993, the Fund is responsible for paying its own expenses. However, Metropolitan Life reserves the right, in its sole discretion, to pay all or a portion of the expenses of the Fund or any of its Portfolios, and to terminate such voluntary payment at any time upon notice to the Board of Directors and shareholders of the Fund. ALLOCATION OF PORTFOLIO BROKERAGE Under the Investment Management Agreements, Metropolitan Life has ultimate responsibility for selecting broker-dealers through which investments are to be purchased and sold for the Fund and day-to-day responsibility for making such determinations for the Money Market Portfolio and the Stock Index Portfolio. Under the Sub-Investment Management Agreements, State Street Research has day-to-day responsibility for selecting broker-dealers through which securities or other investments are to be purchased and sold for the Growth, Income, Diversified and Aggressive Growth Portfolios and GFM has day- to-day responsibility for selecting broker-dealers through which securities or other investments are to be purchased and sold for the International Stock Portfolio. With respect to portfolio transactions for the Money Market and Stock Index Portfolios, Metropolitan Life's policy is to endeavor to obtain the most favorable overall prices and executions of orders. The Money Market Portfolio's investments usually will be purchased on a principal basis directly from issuers, underwriters or dealers. Accordingly, minimal brokerage charges are expected to be paid on such transactions. Purchases from an underwriter generally include a commission or concession paid by the issuer, and transactions with a dealer usually include the dealer's mark-up. In selecting broker-dealers to execute portfolio transactions, Metropolitan Life considers such factors as the price of the instrument or security, the size of the broker-dealer's "spread" or rate of commission, the size and difficulty of the order, the nature of the market for the instrument or security, the willingness of the broker-dealer to position and the reliability, financial condition and general execution and operational capabilities of the broker- dealer and the research, statistical and other services furnished by the broker-dealer to Metropolitan Life. Such research and statistical information may be used by Metropolitan Life in connection with the other investment accounts managed by it. Conversely, research and statistical information received from the placement of brokerage business for such other accounts, the aggregate assets of which substantially exceed the assets of the Fund, may be used by Metropolitan Life in managing the investments of the Fund. State Street Research's policy is to seek for its clients, including the Growth, Income, Diversified and Aggressive Growth Portfolios, what in its judgment will be the best overall execution of purchase or sale orders and the most favorable net prices in securities transactions consistent with its judgment as to the business qualifications of the various broker or dealer firms with whom State Street Research may do business, and it may not necessarily choose the broker offering the lowest available commission rate. Decisions with respect to the market where the transaction is to be completed, to the form of transaction (whether principal or agency), and to the allocation of orders among brokers or dealers are made in accordance with this policy. In selecting brokers or dealers to effect portfolio transactions, consideration is given to their proven integrity and financial responsibility, their demonstrated execution experience and capabilities both generally and with respect to particular markets or securities, the competitiveness of their commission rates in agency transactions (and their net prices in principal transactions), their willingness to commit capital, and their clearance and settlement capability. State Street Research makes every effort to keep informed of commission rate structures and prevalent bid/ask spread characteristics of the markets and securities in which transactions for the Portfolios occur. Against this background, State Street Research evaluates the reasonableness of a commission or a net price with respect to a particular transaction by considering such factors as difficulty of execution or security positioning by the executing firm. State Street Research may or may not solicit competitive bids based on its judgment of the expected benefit or harm to the execution process for that transaction. When it appears that a number of firms could satisfy the required standards in respect of a particular transaction, consideration may also be given to services other than execution services which certain of such firms have provided in the past or may provide in the future. Negotiated commission rates and prices, however, are based upon State Street Research's judgment of the rate which reflects the execution requirements of the transaction without regard to whether the broker provides services in addition to execution. Among such other services are the supplying of supplemental investment research; general economic, political and B-21 business information; analytical and statistical data; relevant market information, quotation equipment and services; reports and information about specific companies, industries and securities; purchase and sale recommendations for stocks and bonds; portfolio strategy services; historical statistical information; market data services providing information on specific issues and prices; financial publications; proxy voting data and analysis services; technical analysis of various aspects of the securities markets, including technical charts; computer hardware used for brokerage and research purposes; computer software and databases, including those used for portfolio analysis and modelling; and portfolio evaluation services and relative performance of accounts. Certain nonexecution services provided by broker-dealers may in turn be obtained by the broker-dealers from third parties who are paid for such services by the broker-dealers. State Street Research has an investment of less than ten percent of the outstanding equity of one such third party which provides portfolio analysis and modelling and other research and investment decision-making services integrated into a trading system developed and licensed by the third party to others. State Street Research could be said to benefit indirectly if in the future it allocates brokerage to a broker-dealer who in turn pays this third party for services to be provided to State Street Research. State Street Research regularly reviews and evaluates the services furnished by broker-dealers. Some services may be used for research and investment decision-making purposes, and also for marketing or administrative purposes. Under these circumstances, State Street Research allocates the cost of such services to determine the appropriate proportion of the cost which is allocable to purposes other than research or investment decision-making and is therefore paid directly by State Street Research. Some research and execution services may benefit State Street Research's clients as a whole, while others may benefit a specific segment of clients. Not all such services will necessarily be used exclusively in connection with the accounts which pay the commissions to the broker-dealer producing the services. State Street Research has no fixed agreements or understandings with any broker-dealer as to the amount of brokerage business which that firm may expect to receive for services supplied to State Street Research or otherwise. There may be, however, understandings with certain firms that in order for such firms to be able to continuously supply certain services, they need to receive allocation of a specified amount of brokerage business. These understandings are honored to the extent possible in accordance with the policies set forth above. It is not State Street Research's policy to intentionally pay a firm a brokerage commission higher than that which another firm would charge for handling the same transaction in a recognition of services (other than execution services) provided. However, State Street Research is aware that this is an area where differences of opinion as to fact and circumstances may exist, and in such circumstances, if any, relies on the provisions of Section 28(e) of the Securities Exchange Act of 1934, to the extent applicable. In the case of the purchase of fixed income securities in underwriting transactions, State Street Research follows any instructions received from its clients as to the allocation of new issue discounts, selling concessions and designations to brokers or dealers which provide the client with research, performance evaluation, master trustee and other services. In the absence of instructions from the client, State Street Research may make such allocations to broker-dealers which have provided it with research and brokerage services. When more than one client of State Street Research is seeking to buy or sell the same security, the sale or purchase is carried out in a manner which is considered fair and equitable to all accounts. In allocating investments among various clients (including in what sequence orders for trades are placed), State Street Research will use its best business judgment and will take into account such factors as the investment objectives of the clients, the amount of investment funds available to each, the amount already committed for each client to a specific investment and the relative risks of the investments, all in order to provide on balance a fair and equitable result to each client over time. Although sharing in large transactions may sometimes affect price or volume of shares acquired or sold, overall it is believed there may be an advantage in execution. State Street Research may follow the practice of grouping orders of various clients for execution to get the benefit of lower prices or commission rates. In certain cases where the aggregate order may be executed in a series of transactions at various prices, the transactions are allocated as to amount and price in a manner considered equitable to each so that each receives, to the extent practicable, the average price of such transactions. Exceptions may be made based on such factors as the size of the account and the size of the trade. For example, State Street Research may not aggregate trades where it believes that it is in the best interests of clients not to do so, including situations where aggregation might result in a large number of small transactions with consequent increased custodial and other transactional costs which may disproportionately impact smaller accounts. Such disaggregation, depending on the circumstances, may B-22 or may not result in such accounts receiving more or less favorable execution relative to other clients. In selecting brokers or dealers to effect portfolio transactions for the International Stock Portfolio, GFM seeks the best available combination of execution and over-all price (which includes the cost of the transaction). GFM will utilize brokers which provide it solely with brokerage services, as well as brokers which provide GFM with such research services as economic, political and social trend analysis and reports on the equity and credit markets and analyses of industries and individual companies. GFM is authorized, pursuant to the Sub-Investment Management Agreement with respect to the International Stock Portfolio, to cause the Fund on behalf of the International Stock Portfolio to pay to the brokers that furnish brokerage and research services (as such services are defined under Section 28(e) of the 1934 Act) a brokerage commission in excess of that which another broker might have charged for effecting the same transaction, in recognition of the value of research services provided by the broker. However, such higher commissions must be deemed by GFM as reasonable in relation to the brokerage and research services provided by the broker-dealer, viewed in terms of either that particular transaction or the overall decision-making responsibilities of GFM with respect to the Fund or other accounts, if any, as to which it exercises investment discretion (as such term is defined under Section 3(a)(35) of the 1934 Act). In all transactions, GFM seeks on behalf of the International Stock Portfolio brokerage commissions at least as reasonable as those generally secured by those advisers that generate annually comparable amounts of commissions paid to brokers that provide brokerage and research services to those advisers. Research services rendered to GFM by brokers selected to execute transactions for the International Stock Portfolio may be used in providing service to all of GFM's clients. Also all research services may not be utilized by GFM in connection with the client accounts which paid commissions to the broker providing such services. On the basis of the best service provided for the benefit of the International Stock Portfolio in terms of execution capability, execution cost, and research, GFM will allocate business proportionally among a number of brokers and will regularly review such allocations. The total dollar amounts of brokerage commissions paid by the Fund in 1993, 1994 and 1995 were $2,805,521, $4,567,000 and $6,329,000. Substantially all commissions were paid to firms which provided research and statistical services either to Metropolitan Life, State Street Research or GFM. SALE AND REDEMPTION OF SHARES The shares of each Portfolio, when issued, will be fully paid and non- assessable, will have no preference, pre-emptive, conversion, exchange or similar rights, and will be freely transferable. Shares do not have cumulative voting rights. Under the terms of the Distribution Agreement entered into by Metropolitan Life and the Fund, Metropolitan Life is not obligated to sell any specific number of shares of the Fund. Further, under such agreement, Metropolitan Life will pay the distribution expenses and costs of the Fund (that is, those arising from any activity which is primarily intended to result in the sale of shares issued by the Fund). As of May 16, 1993, pursuant to an amendment to the Distribution Agreement, Metropolitan Life is no longer be obligated to pay the expenses and costs attributable to the Fund which are related to the printing and mailing of its prospectuses, proxy material and periodic reports to shareholders. The amendment was approved by the Board of Directors at a meeting held on April 28, 1993. Thus, as of May 16, 1993, such expenses are paid by the Fund. Redemptions are normally made in cash, but the Fund has authority, at its discretion, to make full or partial payment by assignment to the appropriate separate account of portfolio securities at their value used in determining the redemption price. The Fund, nevertheless, pursuant to Rule 18f-1 under the 1940 Act, has filed a notification of election on Form N-18f-1, by which the Fund has committed itself to pay to any separate account in cash, all such separate account's requests for redemption made during any 90-day period, up to the lesser of $250,000 or 1% of the applicable Portfolio's net asset value at the beginning of such period. The securities to be paid in-kind to any separate account will be selected in such manner as the Board of Directors deems fair and equitable. In such cases, the separate account would incur brokerage costs should it wish to liquidate these portfolio securities. The right to redeem shares or to receive payment with respect to any redemption of shares of any Portfolio may only be suspended (a) for any period during which trading on the New York Stock Exchange is restricted or such Exchange is closed (other than customary weekend and holiday closing), (b) for any period during which an emergency exists as a result of which disposal of portfolio securities or determination of the net asset value of that Portfolio is not reasonably practicable or (c) for such other periods as the Securities and Exchange Commission may by order permit for the protection of shareholders of that Portfolio. B-23 If, in the sole determination of the Board of Directors, the continued offering of shares in any one or more Portfolios is no longer in the best interests of the Fund (e.g., because market conditions have changed, regulatory problems have developed or participation in such Portfolio is low), the Fund may cease offering such shares and may, by majority vote of the Board of Directors, require the redemption (at net asset value) of all outstanding shares in such Portfolio or Portfolios upon 30 days' prior written notice to the holders of such shares. In the future, assuming appropriate regulatory clearances, it may be possible that shares of the Fund will be offered for purchase by separate accounts of life insurance companies not affiliated with Metropolitan Life, which separate accounts are used to support insurance contracts issued by such companies. The net asset value per share of each Portfolio is computed by dividing the sum of the value of the securities held by that Portfolio plus any cash or other assets minus all liabilities by the total number of outstanding shares of that Portfolio at such time. Any expenses borne by the Fund, including the investment management fee payable to Metropolitan Life, are accrued daily except for extraordinary or non-recurring expenses. (See "Payment of Expenses.") Securities held by each Portfolio will be valued as follows. Portfolio securities which are traded on domestic stock exchanges are valued at the last sale price as of the close of business on the day the securities are being valued, or, lacking any sales, at the mean between closing bid and asked prices. Each portfolio security which is primarily traded on non-domestic securities exchanges is generally valued at the preceding closing value of such security on the exchange where it is primarily traded. 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 such security by the Board of Directors or its delegates. If no closing price is available, then such security is valued first by using the mean between the last current bid and asked prices or, second, by using the last available closing price. Domestic securities traded in the over-the-counter market are valued at the mean between the bid and asked prices or yield equivalent as obtained from two or more dealers which make markets in the securities. All non-U.S. securities traded in the over-the-counter securities market are valued at the last sale quote, if market quotations are available, or the last closing bid price, if there is no active trading in a particular security for a given day. Where market quotations are not readily available for such non-domestic over-the- counter securities, then such securities will be valued in good faith by a method that the Board of Directors, or its delegates, believe accurately reflects fair value. Portfolio securities which are traded both in the over- the-counter market and on a stock exchange are valued according to the broadest and most representative market, and it is expected that for debt securities this ordinarily will be the over-the-counter market. Securities and assets for which market quotations are not readily available, e.g. certain long-term bonds and notes, are valued at fair value as determined in good faith by or under the direction of the Board of Directors of the Fund, including valuations furnished by a pricing service retained for this purpose and typically utilized by other institutional-sized trading organizations. Short-term instruments with a remaining maturity of sixty days or less are valued utilizing the amortized cost method of valuation described below. If for any reason the fair value of any security is not fairly reflected by such method, such security will be valued by the same methods as securities having a maturity of more than sixty days. Options, whether on securities, indices, or futures contracts, are valued at the last sales price available as of the close of business on the day of valuation or, if no sale, at the mean between the bid and asked prices. Options on currencies are valued at the spot price each day. As a general matter, futures contracts are marked-to-market daily. The value of futures contracts will be the sum of the margin deposit plus or minus the difference between the value of the futures contract on each day the net asset value is calculated and the value on the date the futures contract originated, value being that established on a recognized commodity exchange, or by reference to other customary sources, with gain or loss being recognized when the futures contract closes or expires. The Fund will value all debt instruments held by the Money Market Portfolio, and has the authority to value all debt instruments with a remaining maturity of not more than one year held by the short-term money market instruments portion of the Diversified Portfolio, utilizing the amortized cost method of valuation. However, at the present time, the Diversified Portfolio is not using the amortized cost method for securities with a remaining maturity of greater than 60 days. All other securities and assets of the Money Market and Diversified Portfolios will be valued in accordance with the preceding paragraphs. Under the amortized cost method of valuation, the security is initially valued at cost on the date of purchase (or in the case of short-term debt securities purchased with more than 60 days remaining to maturity, the market value on the 61st day prior to maturity), and thereafter a constant proportionate amortization in value is assumed until maturity of any discount or premium, regardless of B-24 the impact of fluctuating interest rates on the market value of the security. For purposes of this method of valuation, the maturity of a variable rate instrument is deemed to be the next date on which the interest rate is to be adjusted. The use of the amortized cost method of valuation can cause a Portfolio's yield and net asset value to differ somewhat from what they would be if only market valuation methods were used. However, the conditions outlined above are designed to minimize these effects and any possible shareholder dilution which might result. TAXES ............................................................................... All realized long or short-term capital gains of the Fund, if any, are declared and distributed at least annually either during or after the close of the Fund's fiscal year to the shareholders of the Portfolio or Portfolios to which such gains are attributable and are reinvested in additional full and fractional shares of the Portfolio. Tax attributes of the Fund, such as capital loss carryforwards, in existence for tax years beginning on and after January 1, 1987, shall be allocated among the Portfolios as if they are separate corporations. Therefore, if a Portfolio has a net capital loss for a taxable year, including any allocated net capital loss carryforwards, such loss or losses will offset the net capital gains of that Portfolio only. Furthermore, each Portfolio will stand alone for purposes of determining that Portfolio's net ordinary income or loss. Each individual Portfolio must qualify for treatment as a regulated investment company. To so qualify, each Portfolio must, among other things, derive at least 90% of its gross income from dividends, interest, payments with respect to security loans, and gains from the sale or other disposition of stock or securities or foreign currencies, or other income (including gains from options, futures or forward contracts) derived with respect to each Portfolio's business of investing in such stocks, securities or foreign currencies. In addition, each Portfolio must derive less than 30% of its gross income in each taxable year from gains from the sale or other disposition of instruments held for less than three months. Dividends paid by each Portfolio from its ordinary income, and distributions of each Portfolio's net realized short-term capital gains, are taxable to the shareholder as ordinary income. Generally, to the extent that income of a Portfolio represents dividends on common or preferred stock of a domestic corporation, rather than interest income, its distributions to the Insurance Companies will be eligible for a dividend received deduction to the extent applicable in the case of a life insurance company under the Code. Under the Code, any distributions made from the Fund's net realized long- term capital gains are taxable to the Insurance Companies as long-term capital gains, regardless of the holding period of such shareholder in the stock of the Portfolio. Long-term capital gain distributions are not eligible for the dividends received deduction. Dividends and capital gains distributions may also be subject to state and local taxes. In addition, a nondeductible excise tax applies to any regulated investment company equal to 4% of the excess, if any, of the required distribution for the calendar year over the amount actually distributed. The required distribution basically is the sum of 98% of the regulated investment company's ordinary income plus 98% of its capital gain net income. The Fund does not anticipate that, under current law, any excise tax liability will generally be incurred. The Fund intends to comply with section 817(h) of the Code and the regulations issued thereunder. Pursuant to that section, the only shareholders of the Fund and its Portfolios will be life insurance company segregated asset accounts (also referred to in the Prospectus as separate accounts) that fund variable life insurance or annuity contracts ("variable insurance contracts") and the general account of Metropolitan Life which provided the initial capital for the Portfolios of the Fund. See the prospectus or other material which is attached at the front of the Prospectus for the Contracts for additional discussion of the taxation of segregated asset accounts and of the owner of the particular Contract described therein. In addition, section 817(h) of the Code and the regulations thereunder impose certain diversification requirements on the segregated asset accounts investing in the Portfolios of the Fund. These requirements, which are in addition to the diversification requirements applicable to the Fund under the Investment Company Act of 1940, may affect the securities in which the Portfolios may invest. The consequences of failure to meet the requirements of section 817(h) could have adverse tax consequences to the insurance company offering the variable insurance contract and immediate taxation of the owner of the contract to the extent of appreciation on the investment under the contract. There is a possibility that regulations may be proposed or a revenue ruling may be issued in the future relating to the circumstances in which a contract owner's B-25 control of the investments of a segregated asset account may cause the contract owner, rather than the insurance company, to be treated as the owner of the assets of a segregated asset account. The Fund may therefore find it necessary to take action to assure that a Contract continues to qualify as a Contract under federal tax laws. The Fund, for example, may be required to alter the investment objectives of a Portfolio or substitute the shares of one Portfolio for those of another. No such change of investment objectives or substitution of securities will take place without notice to the shareholders of the affected Portfolio and the approval of a majority of such shareholders and without prior approval of the Securities and Exchange Commission, to the extent legally required. In connection with the operation of the International Stock Portfolio, there are several unique tax considerations. The Portfolio may be subject to foreign taxes that could reduce its investment performance. The use of currency options, futures, and forward contracts will be monitored carefully to assure compliance with the rule that the Portfolio must derive less than 30% of its gross income in each taxable year from gains from the sale or other disposition of instruments held for less than three months. Dividends of the Portfolio paid with respect to dividends of non-United States companies will not be eligible for the dividends received deduction. The preceding is a brief summary of some of the relevant tax considerations. It is not intended as a complete explanation or a substitute for careful tax planning and consultation with individual tax advisers. GENERAL INFORMATION ............................................................................... EXPERTS Deloitte & Touche LLP has been selected as the independent auditor of the Fund, which selection is subject to annual approval by the Fund's Board of Directors. The financial statements of the Fund included in this Statement of Additional Information have been audited by Deloitte & Touche LLP, independent auditors, as stated in their report appearing herein, and are included in reliance upon the report of such firm as experts in accounting and auditing. CUSTODIAN AND TRANSFER AGENT State Street Bank and Trust Company acts as custodian of the Fund's assets and as its transfer agent. State Street Research is not affiliated with State Street Bank and Trust Company. B-26 INDEPENDENT AUDITORS' REPORT The Board of Directors and Shareholders, Metropolitan Series Fund, Inc. We have audited the accompanying statements of assets and liabilities, including the schedules of investments, of the Growth, Income, Money Market, Diversified, Aggressive Growth, Stock Index, and International Stock Portfolios of Metropolitan Series Fund, Inc. (the "Fund") as of December 31, 1995, the related statements of operations for the year then ended, the statements of changes in net assets for the years ended December 31, 1995 and 1994 and the financial highlights for the applicable periods ended December 31, 1995, 1994, 1993, 1992 and 1991. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned at December 31, 1995 by correspondence with the custodian and brokers: where replies were not received from brokers, we performed other auditing procedures. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such financial statements and financial highlights present fairly, in all material respects, the financial position of the Growth, Income, Money Market, Diversified, Aggressive Growth, Stock Index, and International Stock Portfolios of the Metropolitan Series Fund, Inc. at December 31, 1995 and the results of their operations, the changes in their net assets, and the financial highlights for the respective stated periods, in conformity with generally accepted accounting principles. /s/ Deloitte & Touche LLP Denver, Colorado February 23, 1996 B-27 METROPOLITAN SERIES FUND, INC. SCHEDULE OF INVESTMENTS - -------------------------------------------------------------------------------- GROWTH PORTFOLIO DECEMBER 31, 1995
VALUE SHARES ISSUE (NOTE 1A) - --------------------------------------------------------------------- COMMON STOCK: 98.3% - --------------------------------------------------------------------- AEROSPACE: 4.3% 358,000 Boeing Co. $ 28,058,250 398,200 Raytheon Co. 18,814,950 -------------- 46,873,200 - --------------------------------------------------------------------- AUTOMOTIVE: 0.8% 151,700 Chrysler Corp. 8,400,388 - --------------------------------------------------------------------- BANKING: 4.3% 239,500 BankAmerica Corp. 15,507,625 308,600 Citicorp 20,753,350 255,300 Fleet Financial Group, Inc. 10,403,475 -------------- 46,664,450 - --------------------------------------------------------------------- BUILDING: 0.6% 149,200 *Owens-Corning Fiberglas Corp. 6,695,350 - --------------------------------------------------------------------- BUSINESS SERVICES: 1.6% 258,800 First Data Corp. 17,307,250 - --------------------------------------------------------------------- CHEMICAL: 5.7% 410,800 *Ciba Geigy AG 18,126,550 150,900 Du Pont (E.I.) de Nemours & Co. 10,544,138 154,600 Monsanto Co. 18,938,500 229,000 Rohm & Haas Co. 14,741,875 -------------- 62,351,063 - --------------------------------------------------------------------- COMPUTER SOFTWARE & SERVICE: 5.9% 316,600 *Cisco Systems, Inc. 23,646,063 224,200 General Motors Corp. Cl. E 11,658,400 281,900 *Microsoft Corp. 24,754,344 66,700 *Parametric Technology Corp. 4,427,213 -------------- 64,486,020 - --------------------------------------------------------------------- DRUG: 6.3% 278,920 Lilly (Eli) & Co. 15,689,250 474,500 Merck & Co., Inc. 31,198,375 350,600 Pfizer, Inc. 22,087,800 -------------- 68,975,425 - --------------------------------------------------------------------- ELECTRICAL EQUIPMENT: 1.6% 250,200 General Electric Co. 18,014,400 - --------------------------------------------------------------------- ELECTRONICS: 5.5% 274,000 AMP, Inc. 10,514,750 726,170 *Ericsson (L.M.) Telephone Co. ADR Cl. B 14,160,315 238,600 General Motors Corp. Cl. H 11,721,225
VALUE SHARES ISSUE (NOTE 1A) - ------------------------------------------------------------- 158,800 *Intel Corp. $ 9,021,825 279,100 Perkin-Elmer Corp. 10,536,025 261,700 *VLSI Techniology, Inc. 4,726,956 -------------- 60,681,096 - ------------------------------------------------------------- FINANCIAL SERVICES: 4.6% 251,700 Federal Home Loan Mortgage Corp. 21,016,950 143,100 Federal National Mortgage Assoc. 17,762,288 179,700 Travelers Group, Inc. 11,298,638 -------------- 50,077,876 - ------------------------------------------------------------- FOOD & BEVERAGE: 5.1% 250,200 Anheuser-Busch Co., Inc. 16,732,125 212,900 Campbell Soup Co. 12,774,000 201,600 Coca-Cola Co. 14,968,800 215,200 PepsiCo, Inc. 12,024,300 -------------- 56,499,225 - ------------------------------------------------------------- HOSPITAL MANAGEMENT: 2.1% 105,500 *Columbia/HCA Healthcare Corp. 5,354,125 276,000 United Healthcare Corp. 18,078,000 -------------- 23,432,125 - ------------------------------------------------------------- HOSPITAL SUPPLY: 4.2% 555,800 Abbott Laboratories 23,204,650 145,200 Johnson & Johnson 12,432,750 190,000 Medtronic, Inc. 10,616,250 -------------- 46,253,650 - ------------------------------------------------------------- HOTEL & RESTAURANT: 2.1% 197,200 *Circus Circus Enterprises, Inc. 5,496,950 443,900 *Harrah's Entertainment, Inc. 10,764,575 194,000 *Mirage Resorts, Inc. 6,693,000 -------------- 22,954,525 - ------------------------------------------------------------- INSURANCE: 2.9% 290,000 ACE Ltd. 11,527,500 252,000 *American Re Corp. 10,300,500 422,900 The Equitable Cos., Inc. 10,149,600 -------------- 31,977,600 - ------------------------------------------------------------- MACHINERY: 4.4% 142,100 Caterpillar, Inc. 8,348,375 207,700 Fluor Corp. 13,708,200 274,600 Millipore Corp. 11,292,925 541,100 Pall Corp. 14,542,062 -------------- 47,891,562 - ------------------------------------------------------------- METALS & MINING: 0.7% 133,700 Nucor Corp. 7,637,612 - -------------------------------------------------------------
B-28 METROPOLITAN SERIES FUND, INC. SCHEDULE OF INVESTMENTS - -------------------------------------------------------------------------------- GROWTH PORTFOLIO (CONTINUED) DECEMBER 31, 1995
VALUE SHARES ISSUE (NOTE 1A) - ------------------------------------------------------------------ COMMON STOCK: (CONTINUED) - ------------------------------------------------------------------ OFFICE EQUIPMENT: 6.2% 200,100 *Digital Equipment Corp. $ 12,831,413 122,400 Hewlett-Packard Co. 10,251,000 265,600 International Business Machines Corp. 24,368,800 151,000 Xerox Corp. 20,687,000 -------------- 68,138,213 - ------------------------------------------------------------------ OIL: 6.4% 242,200 Exxon Corp. 19,406,275 300,300 Louisiana Land & Exploration Co. 12,875,362 429,700 *Oryx Energy Co. 5,747,237 133,200 Royal Dutch Petroleum Co. 18,797,850 236,025 TOTAL Cl. B ADS 8,024,850 193,900 *Union Pacific Resources Group, Inc. 4,920,213 -------------- 69,771,787 - ------------------------------------------------------------------ OIL SERVICE: 1.7% 262,000 Schlumberger Ltd. 18,143,500 - ------------------------------------------------------------------ PAPER: 0.8% 200,700 Champion International Corp. 8,429,400 - ------------------------------------------------------------------ PERSONAL CARE: 2.3% 299,000 Procter & Gamble Co. 24,817,000 - ------------------------------------------------------------------ RETAIL TRADE: 7.5% 391,100 *Federated Department Stores, Inc. 10,755,250 436,266 Home Depot, Inc. 20,886,235 207,300 *Intimate Brands, Inc. 3,109,500 512,500 *Office Depot, Inc. 10,121,875 159,800 Tandy Corp. 6,631,700 438,200 *Toys R Us, Inc. 9,530,850 769,400 Wal-Mart Stores, Inc. 17,215,325 325,800 *Woolworth Corp. 4,235,400 -------------- 82,486,135 - ------------------------------------------------------------------ TOBACCO: 2.4% 293,100 Philip Morris Cos., Inc. 26,525,550 - ------------------------------------------------------------------
VALUE SHARES ISSUE (NOTE 1A) - -------------------------------------------------------------------------------- TOYS & MUSICAL INSTRUMENTS: 0.9% 322,406 Mattel, Inc. $ 9,913,984 - -------------------------------------------------------------------------------- UTILITIES-TELEPHONE: 2.9% 590,700 *AirTouch Communications, Inc. 16,687,275 233,300 AT & T Corp. 15,106,175 -------------- 31,793,450 - -------------------------------------------------------------------------------- VIDEO: 4.5% 49,500 Capital Cities/ABC, Inc. 6,107,062 154,500 Comcast Corp. Cl. A 2,723,062 341,550 Comcast Corp. Cl. A Spl. 6,211,941 242,300 Disney (Walt) Co. 14,295,700 139,755 Gaylord Entertainment Co. Cl. A 3,878,201 175,350 *Infinity Broadcasting Corp. Cl. A 6,531,787 253,800 Time Warner, Inc. 9,612,675 -------------- 49,360,428 -------------- TOTAL COMMON STOCK (Cost: $848,008,969)............................... 1,076,552,264 --------------
- ------------------------------------------------------------------------------
FACE INTEREST MATURITY VALUE AMOUNT ISSUE RATE DATE (NOTE 1A) - ------------------------------------------------------------------------------ SHORT TERM OBLIGATIONS: 1.8% - ------------------------------------------------------------------------------ $3,799,000 Ford Motor Credit Co. 5.600% 1/05/96 3,799,000 9,246,000 Ford Motor Credit Co. 5.800% 1/02/96 9,246,000 6,730,000 General Electric Capital Corp. 5.720% 1/03/96 6,730,000 -------------- TOTAL SHORT TERM OBLIGATIONS (Cost: $19,775,000).............................. 19,775,000 -------------- - ------------------------------------------------------------------------------ TOTAL INVESTMENTS: 100.1% (Cost: $867,783,969)............................. 1,096,327,264 OTHER ASSETS LESS LIABILITIES: -0.1%............. (1,576,667) -------------- TOTAL NET ASSETS: 100.0%......................... $1,094,750,597 ============== - ------------------------------------------------------------------------------
* Non-income producing security. See Notes to Financial Statements. B-29 METROPOLITAN SERIES FUND, INC. SCHEDULE OF INVESTMENTS - -------------------------------------------------------------------------------- INCOME PORTFOLIO DECEMBER 31, 1995
FACE INTEREST MATURITY VALUE AMOUNT ISSUE RATE DATE (NOTE 1A) - ------------------------------------------------------------------------------- CORPORATE BONDS: 23.7% - ------------------------------------------------------------------------------- BANKING: 3.7% $ 3,700,000 Banc One Credit Card Master Trust 94-CA 7.800% 12/15/00 $ 3,916,191 1,900,000 First Chicago Credit Card 8.400% 6/15/96-98 1,921,964 1,000,000 NationsBank Master Trust 1995-1 6.450% 4/15/03 1,030,000 2,600,000 Standard Credit Card Master Trust 91-4 8.250% 11/7/03 2,890,056 3,200,000 Standard Credit Card Master Trust 1991-3A 8.875% 9/7/99 3,444,000 ------------ 13,202,211 - ------------------------------------------------------------------------------- FINANCIAL SERVICES: 8.0% 2,575,000 Allmerica Financial Corp. Sr. 7.625% 10/15/25 2,705,527 2,800,000 Associates Corp. North America 6.375% 10/15/02 2,852,808 1,200,000 Beneficial Corp. 9.125% 2/15/98 1,283,856 1,225,000 Commercial Credit Group, Inc. 6.750% 5/15/00 1,268,353 3,800,000 Fleet Mortgage Group, Inc. 7.060% 7/26/02 3,962,184 3,800,000 Ford Credit Auto Loan Master Trust 95-1 6.500% 8/15/02 3,908,034 2,700,000 General Electric Capital Corp. MT 7.625% 7/24/96 2,731,104 1,600,000 General Motors Acceptance Corp. Deb. 7.850% 11/17/97 1,663,824 1,800,000 General Motors Acceptance Corp. 7.050% 2/2/98 1,850,850 1,700,000 Household Finance Co. Note 6.750% 6/1/00 1,757,749 1,500,000 PennCorp Financial Group Sr. Sub. 9.250% 12/15/98-03 1,522,500 2,000,000 Sears Credit Account Master Trust II 1994-1 8.100% 6/15/00-04 2,168,740 266,597 Tandy Master Trust 1991-A 8.250% 4/15/95-99 266,931 ------------ 27,942,460 - ------------------------------------------------------------------------------- INDUSTRIAL: 8.5% 1,000,000 Anacomp, Inc. 15.000% 11/1/00 700,000 1,000,000 Chevron Corp. Profit Sharing Amort. 8.110% 12/1/01-04 1,107,790 2,600,000 Columbia/HCA Healthcare Corp. MT 6.870% 9/15/03 2,693,938
FACE INTEREST MATURITY VALUE AMOUNT ISSUE RATE DATE (NOTE 1A) - ------------------------------------------------------------------------------- $ 1,250,000 Continental Cablevision, Inc. Sr. Deb. 9.000% 9/1/08 $ 1,312,500 1,000,000 Continental Cablevision, Inc. Sr. Debs. 9.500% 8/1/05-13 1,075,000 1,250,000 Crown Packaging, Inc. Sr. Series B 10.750% 11/1/98-00 1,187,500 2,300,000 #Electronic Data Systems Corp. 144A 6.850% 5/15/00 2,386,112 1,575,000 Haynes International, Inc. Sr. Sec. 11.250% 6/15/98 1,523,025 1,000,000 HealthSouth Sr. Sub. 9.500% 4/1/98-01 1,067,500 750,000 Heritage Media Corp. Sr. Sub. 11.000% 10/1/97-02 789,375 1,800,000 ITT Corp. 6.250% 11/15/00 1,818,572 2,000,000 Koppers Industries Sr. 8.500% 2/1/99-04 1,940,000 1,500,000 Lear Seating Corp. Sr. Sub. 8.250% 2/1/98-02 1,470,000 1,000,000 Lear Seating Corp. Sub. 11.250% 7/15/97-00 1,052,500 1,925,000 Loews Corp. Sr. 7.000% 10/15/03-23 1,852,813 1,400,000 Oryx Energy Co. 8.125% 10/15/05 1,424,500 1,000,000 Paging Network Sr. Sub. 8.875% 2/1/99-06 1,025,000 1,750,000 Ralphs Grocery Co. Sr. 10.450% 6/15/99-04 1,776,250 500,000 Sifto Canada, Inc. 8.500% 7/15/00 480,000 750,000 Southern Pacific Rail Corp. Sr. 9.375% 8/15/98-05 813,750 500,000 UCC Investors Holdings Sr. 10.500% 5/1/02 515,000 1,700,000 Viacom, Inc. Sr. 6.750% 1/15/03 1,704,250 ------------ 29,715,375 - ------------------------------------------------------------------------------- MORTGAGE BACKED: 3.5% 2,639,443 Countrywide Series 1993-E A-1 PAC 6.500% 1/25/96-24 2,641,092 2,900,000 #DeBartolo Cap Partnership A-2 144A 7.480% 5/1/04 3,052,250 2,164,942 Prudential Home Loan Mortgage Series 93-29 A-6 PAC 6.750% 8/25/99-08 2,185,898 2,650,000 Prudential Home Loan Mortgage Series 93-54 A-21 PAC 5.500% 1/25/98-24 2,585,393 1,704,829 Residential Fund Corp. 93-S25 A-1 PAC 6.500% 8/25/98-08 1,718,672 ------------ 12,183,305 ------------ TOTAL CORPORATE BONDS (Cost: $82,383,183).............................. 83,043,351 ------------ - -------------------------------------------------------------------------------
B-30 METROPOLITAN SERIES FUND, INC. SCHEDULE OF INVESTMENTS - -------------------------------------------------------------------------------- INCOME PORTFOLIO (CONTINUED) DECEMBER 31, 1995
FACE INTEREST MATURITY VALUE AMOUNT ISSUE RATE DATE (NOTE 1A) - ----------------------------------------------------------------------------- FOREIGN OBLIGATIONS: 9.1% - ----------------------------------------------------------------------------- $ 8,250,000 AUD Australian Government 9.000% 9/15/04 $ 6,461,049 2,200,000 CAD Canadian Government 7.500% 12/01/03 1,661,576 600,000 CAD Canadian Government 9.750% 12/1/01 503,583 32,000,000 DKK Danish Government 8.000% 3/15/06 6,077,262 15,000,000 DKK Danish Government 8.000% 5/15/03 2,871,950 20,900,000 FRN French Government 8.500% 11/25/02 4,778,789 6,300,000 GER German Treuhandanstalt 6.625% 7/09/03 4,597,748 1,500,000,000 ITL Italian Government 8.500% 4/1/99 904,368 185,000,000 SPA Spanish Government 10.900% 8/30/03 1,621,991 1,400,000 UK UK Treasury Stock 8.000% 6/10/03 2,272,770 ------------ TOTAL FOREIGN OBLIGATIONS (Cost: $30,472,428)........................ 31,751,086 ------------ - ----------------------------------------------------------------------------- FEDERAL AGENCY OBLIGATIONS: 5.5% - ----------------------------------------------------------------------------- 921,048 Federal Home Loan Mortgage Corp. 9.000% 12/1/09 974,662 86,197 Federal Home Loan Mortgage Corp. 6.500% 2/1/09 86,655 4,413,753 Federal Home Loan Mortgage Corp. 6.500% 5/1/09 4,437,190 2,600,000 Federal Home Loan Mortgage Corp. 7.240% 5/15/98-02 2,686,944 2,410,958 Federal National Mortgage Assoc. 7.000% 2/1/24 2,430,535 1,368,147 Federal National Mortgage Assoc. 8.250% 7/1/08 1,430,630 1,229,476 Federal National Mortgage Assoc. 8.500% 2/1/09 1,317,592 865,885 Federal National Mortgage Assoc. 7.750% 3/1/08 902,954 624,593 Federal National Mortgage Assoc. 7.750% 9/1/06 650,526 511,145 Federal National Mortgage Assoc. 8.500% 9/1/09 538,619 373,903 Federal National Mortgage Assoc. 9.000% 5/1/09 397,504 188,379 Federal National Mortgage Assoc. 9.000% 4/1/16 200,269 162,766 Federal National Mortgage Assoc. 8.000% 6/1/08 170,191 82,483 Federal National Mortgage Assoc. 7.750% 4/1/08 86,014 1,275,000 Government National Mortgage Assoc. ARM 6.000% 1/15/99 1,300,000 1,300,000 Government National Mortgage Assoc. ARM 5.500% 1/15/99 1,287,352
FACE INTEREST MATURITY VALUE AMOUNT ISSUE RATE DATE (NOTE 1A) - ------------------------------------------------------------------------------ $ 374,021 Government National Mortgage Assoc. ARM 7.500% 5/15/07 $ 390,373 ------------ TOTAL FEDERAL AGENCY OBLIGATIONS (Cost: $18,527,609)............................... 19,288,010 ------------ - ------------------------------------------------------------------------------ FEDERAL TREASURY OBLIGATIONS: 49.7% - ------------------------------------------------------------------------------ 21,425,000 U.S. Treasury Bond 8.125% 8/15/21 27,115,908 15,225,000 U.S. Treasury Bond 6.250% 8/15/23 15,665,155 9,700,000 U.S. Treasury Bond 12.000% 8/15/13 14,945,566 26,100,000 U.S. Treasury Note 5.750% 8/15/03 26,413,983 26,025,000 U.S. Treasury Note 8.500% 5/15/97 27,139,130 21,600,000 U.S. Treasury Note 7.125% 9/30/99 22,902,696 10,350,000 U.S. Treasury Note 6.750% 5/31/99 10,810,885 8,825,000 U.S. Treasury Note 7.500% 11/15/01 9,719,943 6,575,000 U.S. Treasury Note 6.250% 2/15/03 6,859,566 5,950,000 U.S. Treasury Note 7.250% 5/15/04 6,604,500 5,250,000 U.S. Treasury Note 6.875% 3/31/00 5,546,153 ------------ TOTAL FEDERAL TREASURY OBLIGATIONS (Cost: $164,289,181)..................................... 173,723,485 ------------ - ------------------------------------------------------------------------------ GOVERNMENT SPONSORED: 1.7% - ------------------------------------------------------------------------------ 1,500,000 Big Rivers Electric Cooperative Trust 10.700% 9/15/97-17 1,690,275 825,000 Cajun Electric Power Cooperative Trust 9.520% 3/15/98-19 916,080 2,900,000 Deseret Generation Cooperative Trust 10.110% 12/15/97-17 3,248,116 ------------ TOTAL GOVERNMENT SPONSORED OBLIGATIONS (Cost: $5,838,538)................................ 5,854,471 ------------ - ------------------------------------------------------------------------------ YANKEE BONDS: 5.3% - ------------------------------------------------------------------------------ 2,250,000 Basque Country 8.000% 9/21/04 2,529,765 1,600,000 Carter Holt Harvey Deb. 9.500% 12/1/24 2,057,200 1,700,000 Hydro Quebec Deb. Ser. HS 9.400% 2/1/21 2,157,691 1,200,000 Laidlaw, Inc. Deb. 8.750% 4/15/25 1,430,964 1,500,000 Province of Manitoba Deb. Ser. CD 9.250% 4/1/20 1,556,205 1,500,000 Province of Manitoba Global Notes 6.750% 3/1/03 1,968,795 3,900,000 Province of Quebec Global Notes 7.500% 7/15/23 4,088,448 2,550,000 Talisman Energy Deb. 7.125% 6/1/07 2,675,868 ------------ TOTAL YANKEE BONDS (Cost: $16,265,492)............................... 18,464,936 ------------ - ------------------------------------------------------------------------------
B-31 METROPOLITAN SERIES FUND, INC. SCHEDULE OF INVESTMENTS - -------------------------------------------------------------------------------- INCOME PORTFOLIO (CONTINUED) DECEMBER 31, 1995
FACE INTEREST MATURITY VALUE AMOUNT ISSUE RATE DATE (NOTE 1A) - ------------------------------------------------------------------------------- SHORT TERM OBLIGATIONS: 3.9% - ------------------------------------------------------------------------------- $ 2,760,000 Ford Motor Credit Co. 5.900% 1/2/96 $ 2,760,000 3,160,000 Ford Motor Credit Co. 5.800% 1/8/96 3,160,000 6,450,000 General Electric Capital Corp. 5.720% 1/3/96 6,450,000 1,415,000 General Electric Capital Corp. 5.550% 1/5/96 1,415,000 ------------ TOTAL SHORT TERM OBLIGATIONS (Cost: $13,785,000).............................. 13,785,000 ------------ - ------------------------------------------------------------------------------- TOTAL INVESTMENTS: 98.9% (Cost: $331,561,431)............................. 345,910,339 OTHER ASSETS LESS LIABILITIES: 1.1%.............. 4,002,689 ------------ TOTAL NET ASSETS: 100.0%......................... $349,913,028 ============ - -------------------------------------------------------------------------------
^Restricted securities see Note 2. Additional Information on restricted securities as follows:
ACQUISITION ACQUISITION VALUATION AS OF ISSUE DATE COST DECEMBER 31, 1995 ----- ----------- ----------- ----------------- DeBartolo Cap Partnership A-2 144A..................... 11/16/95 $3,053,859 $3,052,250 Electronic Data Systems 144A.. 5/19/95 2,298,183 2,386,112
The aggregate value of restricted securities at December 31, 1995 was $5,438,362 or 1.55% of the Income Portfolio's net assets. See Notes to Financial Statements. B-32 METROPOLITAN SERIES FUND, INC. SCHEDULE OF INVESTMENTS - -------------------------------------------------------------------------------- MONEY MARKET PORTFOLIO DECEMBER 31, 1995
INTEREST MATURITY VALUE AMOUNT ISSUE RATE DATE (NOTE 1A) - ----------------------------------------------------------------------------- BANK NOTE: 4.9% - ----------------------------------------------------------------------------- $2,000,000 Bank of America 5.770% 2/15/96 $ 1,999,841 ----------- TOTAL BANK NOTE (Cost: $1,999,841).................................. 1,999,841 ----------- - ----------------------------------------------------------------------------- BANKERS' ACCEPTANCE: 4.8% - ----------------------------------------------------------------------------- 2,000,000 Mellon Bank 5.590% 4/19/96 1,966,149 ----------- TOTAL BANKERS' ACCEPTANCE (Cost: $1,966,149).................................. 1,966,149 ----------- - ----------------------------------------------------------------------------- COMMERCIAL PAPER: 43.9% - ----------------------------------------------------------------------------- 2,000,000 American Express Credit Corp. 5.560% 4/24/96 1,964,787 2,000,000 AT &T Corp. 5.630% 2/12/96 1,986,863 2,000,000 CIT Group Holdings 5.540% 3/6/96 1,979,994 1,900,000 Coca-Cola Co. 5.500% 3/11/96 1,879,681 2,000,000 Ford Motor Credit Co. 5.620% 2/9/96 1,987,823 2,000,000 General Electric Capital Corp. 5.700% 2/2/96 1,989,867 2,000,000 General Electric Capital Services Corp. 5.540% 3/11/96 1,978,456 2,000,000 SmithKline Beecham Corp. 5.380% 1/8/96 1,997,908 2,000,000 Xerox Corp. 5.650% 1/18/96 1,994,664 ----------- TOTAL COMMERCIAL PAPER (Cost: $17,760,043)................................. 17,760,043 ----------- - ----------------------------------------------------------------------------- CORPORATE NOTE: 5.0% - ----------------------------------------------------------------------------- 2,000,000 Associates Corp. of North America 8.800% 3/1/96 2,006,689 ----------- TOTAL CORPORATE NOTE (Cost: $2,006,689).................................. 2,006,689 ----------- - -----------------------------------------------------------------------------
INTEREST MATURITY VALUE AMOUNT ISSUE RATE DATE (NOTE 1A) - ------------------------------------------------------------------------------- FEDERAL AGENCY OBLIGATIONS: 23.8% - ------------------------------------------------------------------------------- $4,000,000 Federal Home Loan Bank 5.580% 2/16/96 $ 3,971,480 2,000,000 Federal Home Loan Bank 5.415% 11/20/96 1,998,849 1,800,000 Federal National Mortgage Assoc. 5.540% 2/9/96 1,789,197 1,900,000 Federal National Mortgage Assoc. 5.140% 6/20/96 1,853,611 ----------- TOTAL FEDERAL AGENCY OBLIGATIONS (Cost: $9,613,137).................................... 9,613,137 ----------- - ------------------------------------------------------------------------------- FEDERAL TREASURY OBLIGATIONS: 17.0% - ------------------------------------------------------------------------------- 6,975,000 U.S. Treasury Bills, 4.10% to 5.35% with maturities to 9/19/96 6,874,040 ----------- TOTAL FEDERAL TREASURY OBLIGATIONS (Cost: $6,874,040).................................... 6,874,040 ----------- - ------------------------------------------------------------------------------- TOTAL INVESTMENTS: 99.4% (Cost: $40,219,899)................................... 40,219,899 OTHER ASSETS LESS LIABILITIES: 0.6%................... 236,376 ----------- TOTAL NET ASSETS: 100.0%.............................. $40,456,275 =========== - -------------------------------------------------------------------------------
See Notes to Financial Statements. B-33 METROPOLITAN SERIES FUND, INC. SCHEDULE OF INVESTMENTS - -------------------------------------------------------------------------------- DIVERSIFIED PORTFOLIO DECEMBER 31, 1995
VALUE SHARES ISSUE (NOTE 1A) - -------------------------------------------------------------------- COMMON STOCK: 57.4% - -------------------------------------------------------------------- AEROSPACE: 2.2% 168,000 Boeing Co. $ 13,167,000 238,600 Raytheon Co. 11,273,850 -------------- 24,440,850 - -------------------------------------------------------------------- AUTOMOTIVE: 0.3% 65,100 Chrysler Corp. 3,604,913 - -------------------------------------------------------------------- BANKING: 2.4% 142,400 BankAmerica Corp. 9,220,400 174,100 Citicorp 11,708,225 151,600 Fleet Financial Group, Inc. 6,177,700 -------------- 27,106,325 - -------------------------------------------------------------------- BUILDING: 0.4% 86,300 *Owens-Corning Fiberglas Corp. 3,872,713 - -------------------------------------------------------------------- BUSINESS SERVICES: 0.9% 152,600 First Data Corp. 10,205,126 - -------------------------------------------------------------------- CHEMICAL: 3.3% 231,400 *CIBA Geigy A G 10,181,600 85,200 Du Pont (E.I.) de Nemours & Co. 5,953,350 92,500 Monsanto Co. 11,331,250 148,500 Rohm & Haas Co. 9,559,688 -------------- 37,025,888 - -------------------------------------------------------------------- COMPUTER SOFTWARE & SERVICE: 3.4% 187,000 *Cisco Systems, Inc. 13,966,563 139,200 General Motors Corp. Cl. E 6,838,200 167,400 *Microsoft Corp. 14,699,813 37,600 *Parametric Technology Corp. 2,495,700 -------------- 38,000,276 - -------------------------------------------------------------------- DRUG: 3.8% 198,546 Lilly (Eli) & Co. 11,168,213 280,900 Merck & Co., Inc. 18,469,175 207,400 Pfizer, Inc. 13,066,200 -------------- 42,703,588 - -------------------------------------------------------------------- ELECTRICAL EQUIPMENT: 1.0% 146,000 General Electric Co. 10,512,000 - -------------------------------------------------------------------- ELECTRONICS: 3.3% 164,400 AMP, Inc. 6,308,850 444,020 *Ericsson (L.M.) Tel. Co. ADR Cl. B 8,658,390 137,900 General Motors Corp. Cl. H 7,170,800 98,600 *Intel Corp. 5,601,713
VALUE SHARES ISSUE (NOTE 1A) - ----------------------------------------------------------------- 180,200 Perkin-Elmer Corp. $ 6,802,550 147,700 *VLSI Technology Inc. 2,667,831 -------------- 37,210,134 - ----------------------------------------------------------------- FINANCIAL SERVICES: 3.0% 171,400 Federal Home Loan Mortgage Corp. 14,311,900 96,600 Federal National Mortgage Assoc. 11,990,475 106,700 Travelers Group, Inc. 6,708,763 -------------- 33,011,138 - ----------------------------------------------------------------- FOOD & BEVERAGE: 3.0% 147,000 Anheuser-Busch Co., Inc. 9,830,625 124,900 Campbell Soup Co. 7,494,000 117,800 Coca-Cola Co. 8,746,650 127,000 PepsiCo, Inc. 7,096,125 -------------- 33,167,400 - ----------------------------------------------------------------- HOSPITAL MANAGEMENT: 1.4% 142,100 *Columbia/HCA Healthcare Corp. 7,211,575 135,000 United Healthcare Corp. 8,842,500 -------------- 16,054,075 - ----------------------------------------------------------------- HOSPITAL SUPPLY: 2.3% 330,100 Abbott Laboratories 13,781,675 89,200 Johnson & Johnson 7,637,750 74,400 Medtronic, Inc. 4,157,100 -------------- 25,576,525 - ----------------------------------------------------------------- HOTEL & RESTAURANT: 1.2% 117,700 *Circus Circus Enterprises, Inc. 3,280,888 256,100 *Harrah's Entertainment, Inc. 6,210,425 110,950 *Mirage Resorts, Inc. 3,827,775 -------------- 13,319,088 - ----------------------------------------------------------------- INSURANCE: 1.7% 165,100 ACE Ltd. 6,562,725 156,300 *American Re Corp. 6,388,763 238,800 The Equitable Companies, Inc. 5,731,200 -------------- 18,682,688 - ----------------------------------------------------------------- MACHINERY: 2.6% 82,800 Caterpillar, Inc. 4,864,500 125,700 Fluor Corp. 8,296,200 163,400 Millipore Corp. 6,719,825 336,400 Pall Corp. 9,040,750 -------------- 28,921,275 - -----------------------------------------------------------------
B-34 METROPOLITAN SERIES FUND, INC. SCHEDULE OF INVESTMENTS - -------------------------------------------------------------------------------- DIVERSIFIED PORTFOLIO (CONTINUED) DECEMBER 31, 1995
VALUE SHARES ISSUE (NOTE 1A) - ---------------------------------------------------------------------- COMMON STOCK: (CONTINUED) - ---------------------------------------------------------------------- METALS & MINING: 0.4% 81,500 Nucor Corp. $ 4,655,687 - ---------------------------------------------------------------------- OFFICE EQUIPMENT: 3.6% 123,100 *Digital Equipment Corp. 7,893,788 72,800 Hewlett-Packard Co. 6,097,000 156,100 International Business Machines Corp. 14,322,175 84,100 Xerox Corp. 11,521,700 -------------- 39,834,663 - ---------------------------------------------------------------------- OIL: 3.8% 152,600 Exxon Corp. 12,227,075 169,500 Louisiana Land & Exploration Co. 7,267,312 250,600 *Oryx Energy Co. 3,351,775 80,700 Royal Dutch Petroleum Co. 11,388,787 3,000 Tosco Corp. 114,375 159,579 TOTAL Cl. B ADS 5,425,686 109,400 *Union Pacific Resources Group, Inc. 2,776,025 -------------- 42,551,035 - ---------------------------------------------------------------------- OIL SERVICES: 0.9% 151,700 Schlumberger Ltd. 10,505,225 - ---------------------------------------------------------------------- PAPER: 0.4% 116,900 Champion International Corp. 4,909,800 500 *Crown Packaging Holdings (Wts.) 5,000 -------------- 4,914,800 - ---------------------------------------------------------------------- PERSONAL CARE: 1.4% 190,800 Procter & Gamble Co. 15,836,400 - ---------------------------------------------------------------------- RETAIL TRADE: 4.4% 231,200 *Federated Department Stores, Inc. 6,358,000 582 *Food 4 Less Holdings, Inc. (Wts.) 54,824 254,400 Home Depot, Inc. 12,179,400 119,100 *Intimate Brands, Inc. 1,786,500 304,400 *Office Depot, Inc. 6,011,900 93,400 Tandy Corp. 3,876,100 255,400 *Toys R Us, Inc. 5,554,950 470,200 Wal-Mart Stores 10,520,725 183,800 Woolworth Corp. 2,389,400 -------------- 48,731,799 - ---------------------------------------------------------------------- TOBACCO: 1.5% 182,400 Philip Morris Cos., Inc. 16,507,200 - ---------------------------------------------------------------------- TOYS & MUSICAL INSTRUMENTS: 0.5% 194,062 Mattel, Inc. 5,967,406 - ----------------------------------------------------------------------
VALUE SHARES ISSUE (NOTE 1A) - -------------------------------------------------------------------------------- UTILITIES-TELEPHONE: 1.7% 332,900 *AirTouch Communications, Inc. $ 9,404,425 139,200 AT&T Corp. 9,013,200 -------------- 18,417,625 - -------------------------------------------------------------------------------- VIDEO: 2.6% 29,100 Capital Cities/ABC, Inc. 3,590,212 94,800 Comcast Corp. Cl. A 1,670,850 200,350 Comcast Corp. Cl. A Spl. 3,643,866 146,300 Disney (Walt) Co. 8,631,700 70,350 Gaylord Entertainment Co. Cl. A 1,952,212 89,500 *Infinity Broadcasting Corp. Cl. A 3,333,875 150,200 Time Warner, Inc. 5,688,825 -------------- 28,511,540 TOTAL COMMON STOCK (Cost: $516,395,523)............................ 639,847,382 -------------- - -------------------------------------------------------------------------------- CONVERTIBLE PREFERRED STOCK: 0.0% - -------------------------------------------------------------------------------- OIL SERVICES: 0.0% 6,000 Noble Drilling Corp. Cv. Pfd. 154,500 -------------- TOTAL CONVERTIBLE PREFERRED STOCK (Cost: $129,750)................................ 154,500 -------------- - -------------------------------------------------------------------------------- PREFERRED STOCK: 0.0% - -------------------------------------------------------------------------------- RETAIL TRADE: 0.0% 7,209 +Supermarkets General Ex. Pfd. PIK $3.52 209,061 -------------- TOTAL PREFERRED STOCK (Cost: $196,445)................................ 209,061 --------------
- ------------------------------------------------------------------------------
FACE INTEREST MATURITY VALUE AMOUNT ISSUE RATE DATE (NOTE 1A) - ------------------------------------------------------------------------------ CORPORATE BONDS: 10.0% - ------------------------------------------------------------------------------ BANKING: 1.8% $ 5,400,000 Banc One Credit Card Master Trust 94-CA 7.800% 12/15/00 $ 5,715,522 2,000,000 First Chicago Credit Card Trust 91-D 8.400% 6/15/98 2,023,120 2,800,000 NationsBank Master Trust 1995-1 6.450% 4/15/03 2,884,000 5,500,000 Standard Credit Card Master Trust 91-3 8.875% 9/7/99 5,919,375 3,500,000 Standard Credit Card Master Trust 94-4 8.250% 11/7/03 3,890,460 -------------- 20,432,477 - ------------------------------------------------------------------------------
B-35 METROPOLITAN SERIES FUND, INC. SCHEDULE OF INVESTMENTS - -------------------------------------------------------------------------------- DIVERSIFIED PORTFOLIO (CONTINUED) DECEMBER 31, 1995
FACE INTEREST MATURITY VALUE AMOUNT ISSUE RATE DATE (NOTE 1A) - --------------------------------------------------------------------------------- CORPORATE BONDS: (CONTINUED) - --------------------------------------------------------------------------------- FINANCIAL SERVICES: 3.5% $ 3,600,000 Allmerica Financial Corp. Sr. 7.625% 10/15/25 $ 3,782,484 4,100,000 Associates Corp of North America 6.375% 10/15/02 4,177,326 1,200,000 Beneficial Corp. 9.125% 2/15/98 1,283,856 1,650,000 Commercial Credit Group, Inc. 6.750% 5/15/05 1,708,393 1,000,000 Community Program Loan Trust A-4 4.500% 10/1/18 885,000 4,400,000 Fleet Mortgage Group, Inc. 7.060% 7/26/02 4,587,792 5,350,000 Ford Credit Auto Loan Master Tr 95-1 6.500% 8/15/02 5,502,100 4,000,000 General Electric Capital Corp. 7.625% 7/24/96 4,046,080 2,625,000 General Motors Acceptance Corp. 7.850% 11/17/97 2,729,711 2,500,000 General Motors Acceptance Corp. 7.050% 2/2/98 2,570,625 2,400,000 Household Finance Co. 6.750% 6/1/00 2,481,528 1,500,000 PennCorp Financial Group Sr. Sub. 9.250% 12/15/98-03 1,522,500 2,600,000 Sears Credit Account Master Tr II 95-2 8.100% 6/15/04 2,819,362 187,451 Tandy Master Trust 1991-A 8.250% 4/15/99 187,686 -------------- 38,284,443 - --------------------------------------------------------------------------------- INDUSTRIAL-MISCELLANEOUS: 3.5% 2,000,000 Anacomp, Inc. 15.000% 11/1/96 1,400,000 200,000 Anacomp International NV 9.000% 1/15/96 16,500 100,000 Bayou Steel Corp 1st Mtg. 10.250% 3/1/01 88,500 91,000 Carbide/Graphite Group Sr. 11.500% 9/1/03 98,280 1,500,000 Chevron Corp. Profit Sharing Amort. 8.110% 12/1/01-04 $ 1,661,685 3,700,000 Columbia/HCA Healthcare Corp. 6.870% 9/15/03 3,833,681 1,250,000 Continental Cablevision Co. Sr. Deb. 9.000% 9/1/08 1,312,500 900,000 Continental Cablevision Co. Sr. Debs 9.500% 8/1/05-13 967,500
FACE INTEREST MATURITY VALUE AMOUNT ISSUE RATE DATE (NOTE 1A) - --------------------------------------------------------------------------------- $ 2,000,000 Crown Packaging, Inc. Sr. Series B 10.750% 11/1/98-00 1,900,000 500,000 Crown Packaging, Inc. Sr. Sub. 1.000% 11/1/98-03 221,250 100,000 Dual Drilling Co. Sr. Sub. 9.875% 1/15/04 95,250 3,300,000 #Electronic Data Systems Corp. 144A 6.850% 5/15/00 3,423,552 1,875,000 Haynes International, Inc. Sr. Sec. 11.250% 6/15/98 1,813,125 2,000,000 HealthSouth Sr. Sub. 9.500% 4/1/98-01 2,135,000 750,000 Heritage Media Sr. Sub. 11.000% 10/1/97-02 789,375 2,600,000 ITT Corp. 6.250% 11/15/00 2,626,826 2,000,000 Koppers Industries Sr. 8.500% 2/1/99-04 1,940,000 1,000,000 Lear Seating Corp. Sr. 11.250% 7/15/97-00 1,052,500 Sub. 1,550,000 Lear Seating Corp. Sub. 8.250% 2/1/98-02 1,519,000 2,700,000 Loews Corp. Sr. 7.000% 10/15/03-23 2,598,750 2,000,000 Oryx Energy Co. 8.125% 10/15/05 2,035,000 1,000,000 Paging Network Sr. Sub. 8.875% 2/1/99-06 1,025,000 2,325,000 Ralphs Grocery Co. Sr. 10.450% 6/15/00 2,359,875 750,000 Southern Pacific Rail Corp. Sr. 9.375% 8/15/98-05 813,750 500,000 Southwest Forest Industries, Inc. Sub. 8.500% 7/15/00 480,000 500,000 UCC Investors Holdings Sr. 10.500% 5/1/02 515,000 2,300,000 Viacom, Inc. Sr. 6.750% 1/15/03 2,305,750 -------------- 39,027,649 - --------------------------------------------------------------------------------- MORTGAGE BACKED: 1.2% 2,621,240 Countrywide Series 1993-E A-1 PAC 6.500% 1/25/24 $ 2,622,878 3,900,000 #DeBartolo Cap Partnership A-2 144A 7.480% 5/1/04 4,104,750 1,269,102 Prudential Home Mtg. Series 8/25/98-08 93-29 A-6 PAC 6.750% 1,281,387 3,700,000 Prudential Home Mtg. Series 1/25/98-24 93-54 A-21 PAC 5.500% 3,609,794 1,260,091 Residential Funding Corp 93-54 A-21 PAC 6.500% 7/15/98-08 1,270,323 -------------- 12,889,132 TOTAL CORPORATE BONDS (Cost: $109,535,929)........................... 110,633,701 -------------- - ---------------------------------------------------------------------------------
B-36 METROPOLITAN SERIES FUND, INC. SCHEDULE OF INVESTMENTS - -------------------------------------------------------------------------------- DIVERSIFIED PORTFOLIO (CONTINUED) DECEMBER 31, 1995
FACE INTEREST MATURITY VALUE AMOUNT ISSUE RATE DATE (NOTE 1A) - ------------------------------------------------------------------------------- FEDERAL AGENCY OBLIGATIONS: 2.2% - ------------------------------------------------------------------------------- $ 3,700,000 Federal Home Loan Mortgage Corp. 7.240% 5/15/98-02 3,823,728 1,779,896 Federal Home Loan Mortgage Corp. 6.500% 12/1/07 1,789,347 2,068,730 Federal Home Loan Mortgage Corp. 6.500% 2/1/09 2,079,715 2,648,252 Federal Home Loan Mortgage Corp. 6.500% 5/1/09 2,662,314 913,551 Federal National Mortgage Assoc. 7.250% 9/1/07 945,580 4,249,662 Federal National Mortgage Assoc. 7.000% 12/1/07 4,356,159 62,793 Federal National Mortgage Assoc. 9.000% 4/1/16 66,756 1,936,424 Federal National Mortgage Assoc. 8.500% 2/1/09 2,075,208 1,611,384 Federal National Mortgage Assoc. 8.000% 6/1/08 1,684,896 725,484 Federal National Mortgage Assoc. 9.000% 5/1/09 771,276 1,875,000 Government National Mortgage Assoc. ARM 5.500% 1/15/99 1,875,000 1,750,000 Government National Mortgage Assoc. ARM 6.000% 1/15/99 1,766,953 385,201 Government National Mortgage Assoc. 8.000% 9/15/07 406,117 -------------- TOTAL FEDERAL AGENCY OBLIGATIONS (Cost: $23,489,946)................................... 24,303,049 -------------- - ------------------------------------------------------------------------------- FEDERAL TREASURY OBLIGATIONS: 20.4% - ------------------------------------------------------------------------------- 26,450,000 U.S. Treasury Bond 8.125% 8/15/21 $ 33,475,649 21,600,000 U.S. Treasury Bond 6.250% 8/15/23 22,224,456 13,775,000 U.S. Treasury Bond 12.000% 8/15/13 21,224,244 37,200,000 U.S. Treasury Note 7.125% 9/30/99 39,443,532 31,725,000 U.S. Treasury Note 8.500% 5/15/97 33,083,147 21,900,000 U.S. Treasury Note 5.750% 8/15/03 22,163,457 21,025,000 U.S. Treasury Note 6.250% 2/15/03 21,934,962 15,850,000 U.S. Treasury Note 6.875% 3/31/00 16,744,098 7,100,000 U.S. Treasury Note 7.500% 11/15/01 7,820,011 4,650,000 U.S. Treasury Note 6.750% 5/31/99 4,857,064 4,150,000 U.S. Treasury Note 7.250% 5/15/04 4,606,500 -------------- TOTAL FEDERAL TREASURY OBLIGATIONS (Cost: $215,491,135).................................. 227,577,120 -------------- - -------------------------------------------------------------------------------
FACE INTEREST MATURITY VALUE AMOUNT ISSUE RATE DATE (NOTE 1A) - ------------------------------------------------------------------------------ FOREIGN OBLIGATIONS: 3.9% - ------------------------------------------------------------------------------ $ 11,800,000 AUD Australian Government 9.000% 9/15/04 9,241,258 3,000,000 CAD Canadian Government 7.500% 12/1/03 2,265,785 1,250,000 CAD Canadian Government 9.750% 12/1/01 1,049,130 46,500,000 DKK Danish Government 8.000% 3/15/06 8,831,022 15,000,000 DKK Danish Government 8.000% 5/15/03 2,871,950 27,900,000 FRF French Government 8.500% 5/15/97 6,379,340 8,400,000 DEM German Treuhandanstalt 6.625% 7/9/03 6,130,331 3,100,000,000 ITL Italian Government 8.500% 4/1/99 1,869,028 242,500,000 ESP Spanish Government 10.900% 8/30/03 2,126,123 1,800,000 GBP UK Treasury Stock 8.000% 6/10/03 2,922,133 ---------- FOREIGN OBLIGATIONS (Cost: $41,829,486)........................... 43,686,100 ---------- - ------------------------------------------------------------------------------ GOVERNMENT SPONSORED: 0.6% - ------------------------------------------------------------------------------ 2,250,000 Big Rivers Electric Cooperative Trust 10.700% 9/15/17 2,535,413 3,750,000 Deseret Generation Cooperative Trust 10.110% 12/15/17 4,200,150 333,616 Government Trust Certificates 2-D 9.250% 11/15/96 337,670 ---------- TOTAL GOVERNMENT SPONSORED OBLIGATIONS (Cost: $7,094,973)................ 7,073,233 ---------- - ------------------------------------------------------------------------------ YANKEE BONDS: 2.4% - ------------------------------------------------------------------------------ 2,900,000 Basque Country 8.000% 9/21/04 3,260,586 2,200,000 Carter Holt Harvey Deb. 9.500% 12/1/24 2,828,650 2,500,000 Hydro Quebec Deb. Ser. HS 9.400% 2/1/21 3,173,075 1,700,000 Laidlaw, Inc. Deb. 8.750% 4/15/25 2,027,199 1,650,000 Province of Manitoba Deb. Ser. CD 9.250% 4/1/20 2,165,674 700,000 Province of Manitoba Deb. Ser. CO 8.875% 9/15/21 889,679 2,300,000 Province of Manitoba Global Notes 6.750% 3/1/03 2,386,181 5,500,000 Provence of Quebec Global Notes 7.500% 7/15/23 5,765,760 3,600,000 Talisman Energy Deb. 7.125% 6/1/07 3,777,696 ---------- TOTAL YANKEE BONDS (Cost: $22,934,983)........................... 26,274,500 ---------- - ------------------------------------------------------------------------------
B-37 METROPOLITAN SERIES FUND, INC. SCHEDULE OF INVESTMENTS - ------------------------------------------------------------------------------- DIVERSIFIED PORTFOLIO (CONTINUED) DECEMBER 31, 1995
FACE INTEREST MATURITY VALUE AMOUNT ISSUE RATE DATE (NOTE 1A) - -------------------------------------------------------------------------- SHORT TERM OBLIGATIONS: 2.8% - -------------------------------------------------------------------------- $ 11,160,000 Ford Motor Credit Co. 5.600% 1/5/96 $ 11,160,000 8,311,000 Ford Motor Credit Co. 5.850% 1/3/96 8,311,000 1,718,000 Ford Motor Credit Co. 5.900% 1/2/96 1,718,000 10,000,000 Household Finance Corp. 5.600% 1/8/96 10,000,000 -------------- TOTAL SHORT TERM OBLIGATIONS (Cost: $31,189,000)....................... 31,189,000 -------------- - --------------------------------------------------------------------------
FACE INTEREST MATURITY VALUE AMOUNT ISSUE RATE DATE (NOTE 1A) - ------------------------------------------------ TOTAL INVESTMENTS: 99.7% (Cost: $968,287,170).... 1,110,947,646 OTHER ASSETS LESS LIABILITIES: 0.3%....... 3,885,951 -------------- TOTAL NET ASSETS: 100.0%.................. $1,114,833,597 ============== - ------------------------------------------------
*Non-income producing security. +Interest or dividend is Paid-in-Kind. #Restricted securities see Note 2. Additional Information on restricted securities as follows:
ACQUISITION ACQUISITION VALUATION AS OF ISSUE DATE COST DECEMBER 31, 1995 ----- ----------- ----------- ----------------- DeBartolo Cap Partnership A-2 144A..................... 11/16/95 $4,106,086 $4,104,750 Electronic Data Systems 144A.. 5/19/95 3,297,393 3,423,552
The aggregate value of restricted securities at December 31, 1995 was $7,528,302 or .67% of the Diversified Portfolio's net assets. See Notes to Financial Statements. B-38 METROPOLITAN SERIES FUND, INC. SCHEDULE OF INVESTMENTS - -------------------------------------------------------------------------------- AGGRESSIVE GROWTH PORTFOLIO DECEMBER 31, 1995
VALUE SHARES ISSUE (NOTE 1A) - ------------------------------------------------------------------- COMMON STOCK: 88.6% - ------------------------------------------------------------------- AEROSPACE: 3.9% 239,000 Boeing Co. $ 18,731,625 195,600 United Technologies Corp. 18,557,550 ------------ 37,289,175 - ------------------------------------------------------------------- AIRLINES: 2.5% 79,500 *Continental Airlines, Inc. Cl. B 3,458,250 399,800 *Northwest Airlines Corp. Cl. A 20,364,812 ------------ 23,823,062 - ------------------------------------------------------------------- AUTOMOTIVE: 0.4% 95,600 Danaher Corp. 3,035,300 71,800 *Team Rental Group, Inc. Cl. A 601,325 ------------ 3,636,625 - ------------------------------------------------------------------- BUSINESS SERVICES: 4.5% 217,600 HBO & Co. 16,646,400 433,300 *Medaphis Corp. 16,086,262 293,100 *Republic Waste Industries, Inc. 10,533,281 ------------ 43,265,943 - ------------------------------------------------------------------- CHEMICAL: 1.0% 250,500 Union Carbide Corp. 9,393,750 - ------------------------------------------------------------------- COMPUTER SOFTWARE & SERVICE: 8.8% 197,800 *7th Level, Inc. 2,831,012 10,500 *Advent Software, Inc. 189,000 213,150 *Bay Networks, Inc. 8,752,472 57,200 *Cabletron Systems, Inc. 4,633,200 31,700 *CheckFree Corp. 677,587 8,600 *Citrix Systems, Inc. 281,650 133,500 Computer Associates International, Inc. 7,592,812 262,400 *Geoworks 4,887,200 177,800 *GT Interactive Software Corp. 2,500,312 14,300 *IDX Systems Corp. 495,137 167,600 *Informix Corp. 5,038,475 27,000 *Logic Works, Inc. 334,125 13,100 *MetaTools, Inc. 337,325 16,900 *Objective Systems Integraters, Inc. 923,162 172,100 *Parametric Technology Corp. 11,423,137 261,800 *PeopleSoft, Inc. 11,159,225 96,600 *Plaintree Systems, Inc. 597,712 331,200 *PLATINUM Technology, Inc. 6,106,500 429,100 *Softkey International, Inc. 9,869,300 43,300 *Sync Research, Inc. 1,975,562 232,600 *Triple P NV 2,355,075 11,500 *Visio Corp. 319,125
VALUE SHARES ISSUE (NOTE 1A) - ---------------------------------------------------------------- 11,000 *Visioneer, Inc. $ 242,000 18,000 *Westell Technologies, Inc. 453,375 ------------ 83,974,480 - ---------------------------------------------------------------- DIVERSIFIED: 0.9% 115,200 Loews Corp. 9,028,800 - ---------------------------------------------------------------- DRUG: 2.5% 467,400 *Cephalon, Inc. 19,075,763 1 *Healthdyne Technologies, Inc. 11 172,900 *Magainin Pharmaceuticals, Inc. 2,247,700 86,300 *Matrix Pharmaceutical, Inc. 1,607,337 31,500 *Myriad Genetics, Inc. 1,029,656 ------------ 23,960,467 - ---------------------------------------------------------------- ELECTRICAL EQUIPMENT: 2.9% 379,800 General Electric Co. 27,345,600 - ---------------------------------------------------------------- ELECTRONICS: 1.6% 25,700 *Exide Electronics Group, Inc. 372,650 84,200 *Glenayre Technologies 5,241,450 185,100 *Sanmina Holdings, Inc. 9,625,200 ------------ 15,239,300 - ---------------------------------------------------------------- FINANCIAL SERVICES: 1.5% 447,600 Countrywide Credit Industries, Inc. 9,735,300 179,200 Green Tree Financial Corp. 4,726,400 ------------ 14,461,700 - ---------------------------------------------------------------- FOOD & BEVERAGE: 1.9% 8,700 *Boston Beer Company, Inc. Cl. A 206,625 318,600 Coca-Cola Enterprises, Inc. 8,522,550 18,800 *Pete's Brewing Co. 267,900 453,600 *Starbucks Corp. 9,497,250 ------------ 18,494,325 - ---------------------------------------------------------------- HOSPITAL SUPPLY: 0.0% 10,400 *National Surgery Centers, Inc. 236,600 - ---------------------------------------------------------------- HOTEL & RESTAURANT: 6.0% 20,400 *Extended Stay America, Inc. 555,900 350,700 *HFS, Inc. 28,669,725 178,700 *Lone Star Steakhouse & Saloon, Inc. 6,846,444 101,600 *Papa John's International, Inc. 4,152,900 39,600 *Rainforest Cafe, Inc. 1,185,525 201,800 *Renaissance Hotel Group. NV 5,145,900 490,500 *Trump Hotels & Casino Resorts, Inc. 10,545,750 ------------ 57,102,144 - ----------------------------------------------------------------
B-39 METROPOLITAN SERIES FUND, INC. SCHEDULE OF INVESTMENTS - -------------------------------------------------------------------------------- AGGRESSIVE GROWTH PORTFOLIO (CONTINUED) DECEMBER 31, 1995
VALUE SHARES ISSUE (NOTE 1A) - ------------------------------------------------------------------ COMMON STOCK: (CONTINUED) - ------------------------------------------------------------------ INSURANCE: 5.4% 498,600 Allstate Corp. $ 20,504,925 21,200 *Amerin Corp. 565,775 238,300 Prudential Reinsurance Holdings, Inc 5,570,263 141,000 The Equitable Companies, Inc. 3,384,000 305,900 Travelers, Inc. 19,233,463 54,400 W. R. Berkley Corp. 2,910,400 ------------ 52,168,826 - ------------------------------------------------------------------ MACHINERY: 3.4% 246,100 AGCO Corp. 12,551,100 106,600 Case Corp. 4,876,950 129,700 *Elsag Bailey Processing Automation NV 3,485,688 145,700 *UCAR International, Inc. 4,917,375 102,200 *Waters Corp. 1,865,150 129,900 *Wolverine Tube, Inc. 4,871,250 ------------ 32,567,513 - ------------------------------------------------------------------ OFFICE EQUIPMENT: 4.3% 299,800 *Digital Equipment Corp. 19,224,675 172,900 *Gateway 2000, Inc. 4,225,244 40,900 *Network General Corp. 1,354,813 108,900 *Stormedia, Inc. 3,988,463 279,100 *Sun Microsystems, Inc. 12,751,381 ------------ 41,544,576 - ------------------------------------------------------------------ OIL: 3.9% 111,200 Exxon Corp. 8,909,900 100,300 Royal Dutch Petroleum Co. 14,154,838 177,800 Texaco, Inc. 13,957,300 ------------ 37,022,038 - ------------------------------------------------------------------ OIL SERVICES: 2.6% 389,900 Halliburton Co. 19,738,688 226,600 McDermott International, Inc. 4,985,200 ------------ 24,723,888 - ------------------------------------------------------------------ PERSONAL CARE: 0.1% 24,900 *DeRigo SPA ADR 566,475 13,600 *Estee Lauder Cos., Inc. 474,300 ------------ 1,040,775 - ------------------------------------------------------------------ PRINTING & PUBLISHING: 0.8% 9,000 *CKS Group, Inc. 349,875 122,400 Gannett Co., Inc. 7,512,300 ------------ 7,862,175 - ------------------------------------------------------------------
VALUE SHARES ISSUE (NOTE 1A) - -------------------------------------------------------------------------------- RECREATION: 5.2% 60,700 *American Radio Systems Corp. $ 1,676,838 169,000 *Ascent Entertainment Group, Inc. 2,682,875 625,100 Brunswick Corp. 15,002,400 151,300 Disney (Walt) Co. 8,926,700 129,400 Evergreen Media Corp. Cl. A 4,140,800 277,200 *Infinity Broadcasting Corp. Cl. A 10,325,700 169,200 *Oakley, Inc. 5,752,800 39,000 *Silver King Communications, Inc. 1,345,500 ------------ 49,853,613 - -------------------------------------------------------------------------------- RETAIL TRADE: 12.6% 160,000 *Baby Superstores, Inc. 9,100,000 298,000 *BT Office Products International, Inc. 4,768,000 522,300 *Corporate Express, Inc. 15,669,000 50,400 *Department 56, Inc. 1,934,100 310,200 *General Nutrition Centers, Inc. 7,212,150 581,200 *Gucci Group N.V. 22,594,150 116,300 Industrie Natuzzi SPA ADR 5,277,113 227 *Jan Bell Marketing, Inc. (Wts.) 0 412,900 *Just For Feet, Inc. 14,864,400 402,300 *Office Depot, Inc. 7,945,425 1,309,400 *Sunglass Hut International, Inc. 30,934,575 29,250 *Williams Sonoma, Inc. 542,953 ------------ 120,841,866 - -------------------------------------------------------------------------------- TEXTILES & APPAREL: 7.6% 46,400 *^Adidas 144A ADS 1,218,464 71,000 Authentic Fitness Corp. 1,473,250 269,200 *Fila Holdings SPA Sponsored ADR 12,248,600 520,275 *Men's Wearhouse, Inc. 13,527,150 301,250 *Nautica Enterprises, Inc. 13,066,719 456,600 *Tommy Hilfiger Corp. 19,348,425 370,900 Wolverine World Wide, Inc. 11,683,350 ------------ 72,565,958 - -------------------------------------------------------------------------------- TOBACCO: 2.3% 246,600 Philip Morris Cos., Inc. 22,317,300 - -------------------------------------------------------------------------------- UTILITIES-TELEPHONE: 2.0% 44,000 *MobileMedia Corp. Cl. A 973,500 433,500 *Newbridge Networks Corp. 17,936,063 30,800 *Wirelesss One, Inc. 519,750 ------------ 19,429,313 ------------ TOTAL COMMON STOCK (Cost: $708,814,391)................................ 849,189,812 ------------ - --------------------------------------------------------------------------------
B-40 METROPOLITAN SERIES FUND, INC. SCHEDULE OF INVESTMENTS - -------------------------------------------------------------------------------- AGGRESSIVE GROWTH PORTFOLIO (CONTINUED) DECEMBER 31, 1995
VALUE SHARES ISSUE (NOTE 1A) - -------------------------------------------------------------------------------- CONVERTIBLE PREFERRED STOCK: 0.7% - -------------------------------------------------------------------------------- MACHINERY: 0.7% 129,300 *Elsag Bailey Financing Trust Cvt. Pfd. $ 6,481,163 ------------ TOTAL CONVERTIBLE PREFERRED STOCK (Cost: $6,470,387).................................. 6,481,163 ------------ - -------------------------------------------------------------------------------- PREFERRED STOCK: 0.7% - -------------------------------------------------------------------------------- AIRLINES: 0.7% 128,400 *^Continental Airlines Financing Trust Pfd. 144A.... 7,062,000 ------------ TOTAL PREFERRED STOCK (Cost: $6,420,000).................................. 7,062,000 ------------
- --------------------------------------------------------------------------
FACE INTEREST MATURITY VALUE AMOUNT ISSUE RATE DATE (NOTE 1A) - -------------------------------------------------------------------------- CONVERTIBLE BONDS: 1.0% - -------------------------------------------------------------------------- $ 6,960,000 Starbucks Cvt. Corp. Sub. Deb. 4.250% 11/1/2002 7,377,600 2,500,000 ^Theratx, Inc. 144A Cvt. Sub 8.000% 2/1/2002 2,281,250 --------- TOTAL CONVERTIBLE BONDS (Cost: $9,460,452)................................ 9,658,850 --------- - --------------------------------------------------------------------------
FACE INTEREST MATURITY VALUE AMOUNT ISSUE RATE DATE (NOTE 1A) - --------------------------------------------------------------------- SHORT TERM OBLIGATIONS: 6.1% - --------------------------------------------------------------------- $10,000,000 Beneficial Corp. 5.700% 1/05/96 $ 10,000,000 11,486,000 Ford Motor Credit Co. 5.770% 1/04/96 11,486,000 15,310,000 Household Finance Corp. 5.600% 1/08/96 15,310,000 21,469,000 Household Finance Corp. 5.600% 1/02/96 21,469,000 ------------ TOTAL SHORT TERM OBLIGATIONS (Cost: $58,265,000)....................... 58,265,000 ------------ - --------------------------------------------------------------------- TOTAL INVESTMENTS: 97.1% (Cost: $789,430,230)...................... 930,656,825 OTHER ASSETS LESS LIABILITIES: 2.9%....... 28,258,408 ------------ TOTAL NET ASSETS: 100.0%.................. $958,915,233 ============ - ---------------------------------------------------------------------
*Non-income producing security. ^Restricted securities see Note 2. Additional Information on restricted securities as follows:
ACQUISITION ACQUISITION VALUATION AS OF ISSUE DATE COST DECEMBER 31, 1995 ----- ----------- ----------- ----------------- Adidas 144A ADS..................... 11/13/95 $1,118,565 $1,218,464 Continental Airlines Financing Trust Pfd. 144A.......................... 11/21/95 $6,420,000 7,062,000 Theratx, Inc. 144A Cvt. Sub......... 2/09/95 $2,500,000 2,281,250
The aggregate value of restricted securities at December 31, 1995 was $10,561,714 or 1.10% of the Aggressive Growth Portfolio's net assets. See Notes to Financial Statements. B-41 METROPOLITAN SERIES FUND, INC. SCHEDULE OF INVESTMENTS - -------------------------------------------------------------------------------- STOCK INDEX PORTFOLIO DECEMBER 31, 1995
VALUE SHARES ISSUE (NOTE 1A) - -------------------------------------------------------- COMMON STOCK: 99.4% - -------------------------------------------------------- AEROSPACE: 2.2% 45,950 Boeing Co. $ 3,601,331 15,700 General Dynamics Corp. 928,262 26,313 Lockheed Martin Corp. 2,078,727 13,800 McDonnell-Douglas Corp. 1,269,600 8,500 Northrop-Grumman Corp. 544,000 39,400 Raytheon Co. 1,861,650 24,600 Rockwell International Corp. 1,300,725 12,300 Textron, Inc. 830,250 16,500 United Technologies Corp. 1,565,437 ------------ 13,979,982 - -------------------------------------------------------- AIRLINES: 0.4% 8,400 *AMR Corp. 623,700 6,000 Delta Airlines, Inc. 443,250 6,900 *Federal Express Corp. 509,737 15,400 Southwest Airlines Corp. 358,050 53,600 *USAIR Group Inc. 710,200 ------------ 2,644,937 - -------------------------------------------------------- AUTOMOTIVE: 2.5% 48,500 Chrysler Corp. 2,685,687 1,000 Cummins Engine, Inc. 37,000 30,500 Dana Corp. 892,125 6,900 Eaton Corp. 370,012 10,500 Echlin, Inc. 383,250 147,100 Ford Motor Co. 4,265,900 100,847 General Motors Corp. 5,332,285 11,850 Genuine Parts Co. 485,850 12,710 *Navistar International Corp. 133,455 5,865 PACCAR, Inc. 247,063 7,100 Snap-On, Inc. 321,275 9,200 Timken Co. 351,900 7,500 TRW, Inc. 581,250 ------------ 16,087,052 - -------------------------------------------------------- BANKING: 6.5% 19,400 Ahmanson (H.F.) & Co. 514,100 58,905 Banc One Corp. 2,223,664 13,221 Bank of Boston Corp. 611,471 27,400 Bank of New York Co., Inc. 1,335,750 50,676 BankAmerica Corp. 3,281,271 7,300 Bankers Trust N.Y. Corp. 485,450 13,900 Barnett Banks, Inc. 820,100 14,200 Boatmens Bancshares, Inc. 581,312 22,081 Chase Manhattan Corp. 1,338,661
VALUE SHARES ISSUE (NOTE 1A) - ----------------------------------------------------------- 29,670 Chemical Banking Corp. $ 1,743,112 54,514 Citicorp 3,666,066 23,300 CoreStates Financial Corp. 882,487 17,700 First Bank Systems, Inc. 878,362 35,858 First Chicago Corp. 1,416,391 11,100 First Fidelity Bancorp. 836,662 12,200 First Interstate Bancorp 1,665,300 28,500 First Union Corp. 1,585,312 29,315 Fleet Financial Group, Inc. 1,194,586 8,300 Golden West Financial Corp. 458,575 17,500 Great Western Financial Corp. 446,250 34,203 KeyCorp 1,239,859 16,500 MBNA Corp. 608,437 14,400 Mellon Bank Corp. 774,000 25,299 Morgan (J.P.) & Co., Inc. 2,030,245 15,400 National City Corp. 510,125 42,022 NationsBank Corp. 2,925,782 50,700 Norwest Corp. 1,673,100 37,800 PNC Bank Corp. 1,219,050 17,700 Suntrust Banks, Inc. 1,212,450 14,100 U.S. Bancorp 473,231 24,900 Wachovia Corp. 1,139,175 6,730 Wells Fargo & Co. 1,453,680 ------------ 41,224,016 - ----------------------------------------------------------- BEVERAGES: 5.6% 25,500 American Brands, Inc. 1,137,937 33,400 Anheuser-Busch Co., Inc. 2,233,625 11,700 Brown-Forman Corp. Cl. B 427,050 169,200 Coca-Cola Co. 12,563,100 20,800 Coors (Adolph) Co. Cl. B 461,500 107,500 PepsiCo, Inc. 6,006,562 112,700 Philip Morris Cos., Inc. 10,199,350 42,900 Seagram Ltd. 1,485,412 37,400 UST, Inc. 1,248,225 ------------ 35,762,761 - ----------------------------------------------------------- BUILDING: 1.1% 7,500 Armstrong World Industries, Inc. 465,000 5,200 Crane Co. 191,750 9,000 Dover Corp. 331,875 17,700 Fleetwood Enterprises, Inc. 455,775 9,700 Georgia-Pacific Corp. 665,662 8,600 Louisiana-Pacific Corp. 208,550 17,200 Mallinckrodt Group, Inc. 625,650 21,300 Masco Corp. 668,287 17,300 *Owens-Corning Fiberglas Corp. 776,337
B-42 METROPOLITAN SERIES FUND, INC. SCHEDULE OF INVESTMENTS - -------------------------------------------------------------------------------- STOCK INDEX PORTFOLIO (CONTINUED) DECEMBER 31, 1995
VALUE SHARES ISSUE (NOTE 1A) - ------------------------------------------------------------------- COMMON STOCK: (CONTINUED) - ------------------------------------------------------------------- 13,600 Sherwin-Williams Co. $ 554,200 7,800 Stanley Works 401,700 22,200 Weyerhaeuser Co. 960,150 7,400 Willamette Industries, Inc. 416,250 ------------ 6,721,186 - ------------------------------------------------------------------- CHEMICAL: 3.6% 20,100 Air Products & Chemicals, Inc. 1,060,275 34,100 Allied-Signal Corp. 1,619,750 19,900 Avery Dennison Corp. 997,488 32,400 Dow Chemical Co. 2,280,150 76,100 Du Pont (E.I.) de Nemours & Co. 5,317,487 14,675 Eastman Chemical Co. 919,022 5,800 *FMC Corp. 392,225 10,200 Grace (W.R.) & Co. 603,075 8,900 Great Lakes Chemical Corp. 640,800 13,400 Hercules, Inc. 755,425 13,900 Monsanto Co. 1,702,750 29,400 Morton International, Inc. 1,054,725 28,800 Nalco Chemical Co. 867,600 20,966 Pall Corp. 563,461 26,000 PPG Industries 1,189,500 24,500 Praxair, Inc. 823,812 8,000 Rohm & Haas Co. 515,000 10,500 Sigma Aldrich Corp. 521,062 15,200 Union Carbide Corp. 570,000 8,100 Williams Cos., Inc. 355,388 ------------ 22,748,995 - ------------------------------------------------------------------- CONTAINER: 0.1% 18,800 Bemis, Inc. 481,750 6,900 *Crown Cork & Seal, Inc. 288,075 ------------ 769,825 - ------------------------------------------------------------------- COSMETICS: 0.7% 10,700 Alberto-Culver Co. Cl. B Conv. 367,812 6,400 Avon Products, Inc. 482,400 61,900 Gillette Co. 3,226,537 13,500 International Flavors & Fragrances, Inc. 648,000 ------------ 4,724,749 - ------------------------------------------------------------------- DRUG: 6.5% 13,000 Allergan, Inc. 422,500 27,300 *ALZA Corp. 675,675 41,600 American Home Products Corp. 4,035,200 32,600 *Amgen, Inc. 1,933,588
VALUE SHARES ISSUE (NOTE 1A) - -------------------------------------------------------- 16,600 Bausch & Lomb, Inc. $ 657,775 66,200 Bristol-Myers Squibb Co. 5,684,925 74,000 Lilly (Eli) & Co. 4,162,500 171,100 Merck & Co., Inc. 11,249,825 86,900 Pfizer, Inc. 5,474,700 67,715 Pharmacia & Upjohn, Inc. 2,623,956 48,000 Schering-Plough Corp. 2,628,000 16,700 Warner-Lambert Co. 1,621,988 ------------ 41,170,632 - -------------------------------------------------------- ELECTRICAL CONNECTORS: 0.2% 29,200 AMP, Inc. 1,120,550 5,200 Thomas & Betts Corp. 383,500 ------------ 1,504,050 - -------------------------------------------------------- ELECTRICAL EQUIPMENT: 3.7% 11,200 Black & Decker Corp. 394,800 10,200 Briggs & Stratton Corp. 442,425 27,200 Emerson Electric Co. 2,223,600 228,100 General Electric Co. 16,423,200 8,300 General Signal Corp. 268,713 4,900 Grainger (W.W.), Inc. 324,625 12,300 Johnson Controls, Inc. 845,625 15,600 Maytag Corp. 315,900 18,500 Tandy Corp. 767,750 18,800 Tyco International Ltd. 669,750 38,400 Westinghouse Electric Corp. 633,600 8,600 Whirlpool Corp. 457,950 ------------ 23,767,938 - -------------------------------------------------------- ELECTRONICS: 4.1% 18,500 *Advanced Micro Devices, Inc. 305,250 8,300 *Andrew Corp. 320,588 18,200 *Applied Materials, Inc. 715,488 27,300 *DSC Communications Corp. 1,010,100 9,400 EG & G , Inc 227,950 7,300 Harris Corp. 398,763 70,500 Hewlett-Packard Co. 5,904,375 110,500 Intel Corp. 6,277,781 19,800 Loral Corp. 700,425 25,300 Micron Technology, Inc. 1,002,513 77,000 Motorola, Inc. 4,389,000 31,600 *National Semiconductor Corp. 703,100 33,200 Northern Telecom Ltd. 1,427,600 8,800 Perkin-Elmer Corp. 332,200 16,300 Scientific-Atlanta, Inc. 244,500 9,400 Tektronix, Inc. 461,775
B-43 METROPOLITAN SERIES FUND, INC. SCHEDULE OF INVESTMENTS - -------------------------------------------------------------------------------- STOCK INDEX PORTFOLIO (CONTINUED) DECEMBER 31, 1995
VALUE SHARES ISSUE (NOTE 1A) - -------------------------------------------------------------- COMMON STOCK: (CONTINUED) - -------------------------------------------------------------- 17,300 *Tellabs, Inc. $ 642,263 23,500 Texas Instruments, Inc. 1,216,125 ------------ 26,279,796 - -------------------------------------------------------------- FINANCIAL SERVICES: 3.1% 70,087 American Express Co. 2,899,850 13,600 Beneficial Corp. 634,100 20,613 Dean Witter Discover & Co. 968,811 21,800 Federal Home Loan Mortgage Corp. 1,820,300 36,200 Federal National Mortgage Assoc. 4,493,325 28,700 First Data Corp. 1,919,313 15,900 Household International, Inc. 940,088 22,500 Merrill Lynch & Co., Inc. 1,147,500 9,700 Morgan Stanley Group, Inc. 782,063 11,700 Salomon, Inc. 415,350 6,500 Transamerica Corp. 473,688 49,583 Travelers Group, Inc. 3,117,531 ------------ 19,611,919 - -------------------------------------------------------------- FOODS: 2.7% 59,059 Archer-Daniels-Midland Co. 1,063,062 20,800 CPC International, Inc. 1,427,400 35,800 Campbell Soup Co. 2,148,000 30,150 ConAgra, Inc. 1,243,688 27,800 General Mills, Inc. 1,605,450 43,800 Heinz (H.J.) Co. 1,450,875 7,000 Hershey Foods Corp. 455,000 28,600 Kellogg Co. 2,209,350 19,400 Pioneer Hi Bred International, Inc. 1,079,125 14,200 Quaker Oats Co. 489,900 11,700 Ralston-Purina Co. 729,788 74,800 Sara Lee Corp. 2,384,250 12,500 Wrigley (Wm.), Jr. Co. 656,250 ------------ 16,942,138 - -------------------------------------------------------------- HOSPITAL MANAGEMENT: 1.0% 40,400 *Beverly Enterprises, Inc. 429,250 55,990 Columbia/HCA Healthcare Corp. 2,841,493 43,700 *Community Psychiatric Centers 535,325 11,500 Manor Care, Inc. 402,500 18,700 *Tenet Healthcare Corp. 388,025 14,900 United Healthcare Corp. 975,950 15,400 U.S. Healthcare, Inc. 715,138 ------------ 6,287,681 - --------------------------------------------------------------
VALUE SHARES ISSUE (NOTE 1A) - ----------------------------------------------------------------- HOSPITAL SUPPLY: 3.0% 103,600 Abbott Laboratories $ 4,325,300 14,500 Bard (C.R.), Inc. 467,625 30,500 Baxter International, Inc. 1,277,188 7,200 Becton, Dickinson & Co. 540,000 23,000 *Biomet, Inc. 409,688 17,400 *Boston Scientific Corp. 852,600 21,700 Humana, Inc. 594,038 89,200 Johnson & Johnson 7,637,750 35,700 Medtronic, Inc. 1,994,738 13,350 *St. Jude Medical, Inc. 572,381 22,400 United States Surgical Corp. 478,800 ------------ 19,150,108 - ----------------------------------------------------------------- HOTEL & RESTAURANT: 1.0% 17,100 Darden Restaurants, Inc. 203,063 24,900 *Harrah's Entertainment, Inc. 603,825 4,800 Hilton Hotels Corp. 295,200 12,400 Marriott International, Inc. 474,300 93,200 McDonald's Corp. 4,205,650 11,300 *Shoney's, Inc. 115,825 24,100 Wendys International, Inc. 512,125 ------------ 6,409,988 - ----------------------------------------------------------------- INDUSTRIAL-MISCELLANEOUS: 2.2% 11,000 Alco Standard Corp. 501,875 22,700 Corning, Inc. 726,400 25,400 Dial Corp. 752,475 30,800 ITT Corp. 1,632,400 14,700 ITT Industries, Inc. 352,800 13,600 Loews Corp 1,065,900 19,400 LSI Logic Corp. 635,350 53,100 Minnesota Mining & Manufacturing Co. 3,517,875 8,100 National Service Industries, Inc. 262,238 19,400 Newell Co. 501,975 24,700 PP & L Resources, Inc. 617,500 18,600 Raychem Corp. 1,057,875 17,400 Rubbermaid, Inc. 443,700 1,840 Schweitzer Mauduit International, Inc. 42,550 19,500 Tenneco, Inc. 967,688 32,700 Whitman Corp. 760,275 ------------ 13,838,876 - ----------------------------------------------------------------- INSURANCE: 3.5% 18,000 Aetna Life & Casualty Co. 1,246,500 39,500 Alexander & Alexander Services, Inc. 750,500 55,099 Allstate Corp. 2,265,946
B-44 METROPOLITAN SERIES FUND, INC. SCHEDULE OF INVESTMENTS - -------------------------------------------------------------------------------- STOCK INDEX PORTFOLIO (CONTINUED) DECEMBER 31, 1995
VALUE SHARES ISSUE (NOTE 1A) - ------------------------------------------------------------- COMMON STOCK: (CONTINUED) - ------------------------------------------------------------- 37,800 American General Corp. $ 1,318,275 64,950 American International Group, Inc. 6,007,875 11,200 Chubb Corp. 1,083,600 7,800 CIGNA Corp. 805,350 12,600 General Re Corp. 1,953,000 14,700 ITT Hartford Group, Inc. 711,113 9,000 Jefferson-Pilot Corp. 418,500 13,000 Lincoln National Corp. 698,750 11,700 Marsh & McLennan Cos., Inc. 1,038,375 18,000 Providian Corp. 733,500 12,600 SAFECO Corp. 435,488 6,600 St. Paul Cos., Inc. 367,125 7,900 Torchmark Corp. 357,475 194 Transport Holdings, Inc. Cl. A 8,075 30,300 USF&G Corp. 511,313 6,800 UNUM Corp. 374,000 32,450 USLife Corp. 969,444 ------------ 22,054,204 - ------------------------------------------------------------- LEISURE: 0.2% 18,200 Brunswick Corp. 436,800 18,500 Hasbro, Inc. 573,500 ------------ 1,010,300 - ------------------------------------------------------------- MACHINERY: 1.5% 24,800 Browning-Ferris Industries, Inc. 731,600 23,000 Caterpillar, Inc. 1,351,250 13,100 Cooper Industries, Inc. 481,425 27,900 Deere & Co. 983,475 7,700 Fluor Corp. 508,200 6,000 Foster Wheeler Corp. 255,000 14,600 Honeywell, Inc. 709,925 15,100 Illinois Tool Works, Inc. 890,900 24,100 Ingersoll-Rand Co. 846,513 13,800 Parker Hannifin Corp. 472,650 6,500 *Varity Corp. 241,313 63,300 WMX Technologies, Inc. 1,891,088 ------------ 9,363,339 - ------------------------------------------------------------- METALS-ALUMINIUM: 0.4% 22,500 Alcan Aluminium Ltd. 700,313 28,700 Aluminum Co. of America 1,517,513 6,000 Reynolds Metals Co. 339,750 ------------ 2,557,576 - -------------------------------------------------------------
VALUE SHARES ISSUE (NOTE 1A) - -------------------------------------------------------------------- METALS-GOLD: 0.6% 47,400 Barrick Gold Corp. $ 1,250,175 42,100 Echo Bay Mines Ltd. 436,788 15,700 Homestake Mining Co. 245,313 14,190 Newmont Mining Corp. 642,098 20,700 Placer Dome, Inc. 499,388 50,707 Santa Fe Pacific Gold Corp. 614,822 ------------ 3,688,584 - -------------------------------------------------------------------- METALS-MISCELLANEOUS: 0.4% 12,600 ASARCO, Inc. 403,200 13,250 Cyprus Amax Minerals Corp. 346,156 19,050 Englehard Corp. 414,338 25,300 Freeport McMoran Copper & Gold Inc. Cl. B 711,563 10,106 Inco Ltd. 336,025 6,300 Phelps-Dodge Corp. 392,175 ------------ 2,603,457 - -------------------------------------------------------------------- METALS-STEEL & IRON: 0.3% 9,500 *Bethlehem Steel Corp. 133,000 10,400 Inland Steel Industries, Inc. 261,300 7,600 Nucor Corp. 434,150 9,900 USX-U.S. Steel Group 304,425 46,600 Worthington Industries, Inc. 969,863 ------------ 2,102,738 - -------------------------------------------------------------------- OFFICE EQUIPMENT: 5.6% 50,900 *Amdahl Corp. 432,650 11,800 Apple Computer, Inc. 375,388 12,500 Autodesk, Inc. 428,125 17,400 Automatic Data Processing, Inc. 1,291,950 8,300 *Cabletron Systems, Inc. 672,300 13,100 *Ceridian Corp. 540,375 35,500 *Cisco Systems, Inc. 2,651,406 36,600 *Compaq Computer Corp. 1,756,800 31,400 Computer Associates International, Inc. 1,785,875 8,600 *Computer Sciences 604,150 18,600 *Cray Research Inc. 460,350 19,400 *Digital Equipment Corp. 1,244,025 76,300 International Business Machines Corp. 7,000,525 41,300 Intergraph Corp. 655,638 79,200 *Microsoft Corp. 6,954,750 20,900 Moore Corp. Ltd. 389,263 36,900 *Novell, Inc. 523,519 56,700 *Oracle Systems Corp. 2,402,663 18,200 Pitney Bowes, Inc. 855,400 15,400 *Silicon Graphics, Inc. 423,500
B-45 METROPOLITAN SERIES FUND, INC. SCHEDULE OF INVESTMENTS - -------------------------------------------------------------------------------- STOCK INDEX PORTFOLIO (CONTINUED) DECEMBER 31, 1995
VALUE SHARES ISSUE (NOTE 1A) - ----------------------------------------------------------- COMMON STOCK: (CONTINUED) - ----------------------------------------------------------- 21,800 *Sun MicroSystems, Inc. $ 995,988 67,800 *Tandem Computers, Inc. 720,375 61,800 *Unisys Corp. 347,625 13,000 Xerox Corp. 1,781,000 ------------ 35,293,640 - ----------------------------------------------------------- OIL CRUDE PRODUCERS: 0.1% 8,400 Louisiana Land & Exploration Co. 360,150 22,600 *Santa Fe Energy Resources, Inc. 217,525 ------------ 577,675 - ----------------------------------------------------------- OIL-DOMESTIC: 1.9% 12,800 Amerada Hess Corp. 678,400 64,000 Amoco Corp. 4,600,000 7,200 Ashland Oil Co. 252,900 21,000 Atlantic Richfield Co. 2,325,750 5,700 Kerr-McGee Corp. 361,950 35,700 Occidental Petroleum Corp. 763,088 23,500 *Oryx Energy Co. 314,313 32,100 Phillips Petroleum Co. 1,095,413 9,200 Sun, Inc. 251,850 30,435 Unocal Corp. 886,419 38,900 USX-Marathon Group 758,550 ------------ 12,288,633 - ----------------------------------------------------------- OIL-INTERNATIONAL: 5.9% 85,100 Chevron Corp. 4,467,750 171,000 Exxon Corp. 13,701,375 54,200 Mobil Corp. 6,070,400 73,700 Royal Dutch Petroleum Co. 10,400,913 33,500 Texaco, Inc. 2,629,750 ------------ 37,270,188 - ----------------------------------------------------------- OIL SERVICES: 1.1% 23,800 Baker Hughes, Inc. 580,125 12,100 Coastal Corp. 450,725 21,000 Dresser Industries, Inc. 511,875 11,000 Halliburton Co. 556,875 14,100 Helmerich & Payne, Inc. 419,475 21,300 McDermott International, Inc. 468,600 76,900 *Rowan Cos., Inc. 759,388 30,400 Schlumberger Ltd. 2,105,200 16,700 *Western Atlas, Inc. 843,350 ------------ 6,695,613 - -----------------------------------------------------------
VALUE SHARES ISSUE (NOTE 1A) - ------------------------------------------------------------- PAPER: 1.4% 8,300 Boise Cascade Corp. $ 287,388 14,600 Champion International Corp. 613,200 30,400 International Paper Co. 1,151,400 25,700 James River Corp. 620,013 51,360 Kimberly-Clark Corp. 4,250,040 6,200 Mead Corp. 323,950 10,354 Stone Container Corp. 148,839 6,400 Temple-Inland, Inc. 282,400 8,400 Union Camp Corp. 400,050 18,300 Westvaco Corp. 507,825 ------------ 8,585,105 - ------------------------------------------------------------- PHOTOGRAPHY: 0.6% 45,200 Eastman Kodak Co. 3,028,400 20,600 Polaroid Corp. 975,925 ------------ 4,004,325 - ------------------------------------------------------------- PRINTING & PUBLISHING: 1.3% 18,700 American Greetings Corp. Cl. A 516,587 10,900 De Luxe Corp. 316,099 13,700 Donnelley (R.R.) & Sons Co. 539,438 11,600 Dow Jones & Co. Inc. 462,550 22,200 Dun & Bradstreet Corp. 1,437,450 14,100 Gannett, Inc. 865,388 8,100 Harcourt General Inc. 339,188 7,100 Knight-Ridder, Inc. 443,750 5,300 McGraw-Hill Cos., Inc. 461,763 15,200 Meredith Corp. 636,500 26,400 New York Times Co. Cl. A 782,100 18,900 Times Mirror Co. Ser. A 640,238 8,800 Tribune Co. 537,900 ------------ 7,978,951 - ------------------------------------------------------------- RAILROAD: 1.2% 27,401 Burlington Northern-Santa Fe, Inc. 2,137,278 8,000 Conrail, Inc. 560,000 28,200 CSX Corp. 1,286,625 18,600 Norfolk Southern Corp. 1,476,375 34,700 Union Pacific Corp. 2,290,200 ------------ 7,750,478 - ------------------------------------------------------------- RETAIL TRADE: 4.6% 25,400 Albertsons, Inc. 835,025 14,000 American Stores Co. 374,500 123,400 Charming Shoppes, Inc. 358,631 11,600 Circuit City Stores, Inc. 320,450 8,800 Dayton-Hudson Corp. 660,000
B-46 METROPOLITAN SERIES FUND, INC. SCHEDULE OF INVESTMENTS - -------------------------------------------------------------------------------- STOCK INDEX PORTFOLIO (CONTINUED) DECEMBER 31, 1995
VALUE SHARES ISSUE (NOTE 1A) - ------------------------------------------------------------- COMMON STOCK: (CONTINUED) - ------------------------------------------------------------- 32,300 Dillard Dept Stores, Inc. Cl. A $ 920,549 26,500 Federated Department Stores, Inc. 728,749 18,195 Fleming Cos., Inc. 375,271 18,600 Gap, Inc. 781,199 21,400 Giant Foods, Inc. Cl. A 674,100 28,400 Great Atlantic & Pacific Tea, Inc. 653,200 65,333 Home Depot, Inc. 3,127,817 46,900 K-Mart Corp. 340,024 9,700 *Kroger Co. 363,750 59,900 Limited, Inc. 1,040,763 100 Longs Drug Stores Corp. 4,788 16,200 Lowes Cos., Inc. 542,700 30,600 May Department Stores Co. 1,292,849 9,900 Melville Corp. 304,425 7,600 Mercantile Stores Co., Inc. 351,500 13,300 Nordstrom, Inc. 536,988 27,100 Penney (J.C.), Inc. 1,290,638 12,400 Pep Boys-Manny, Moe & Jack 317,750 29,767 *Price/Costco, Inc. 457,668 10,000 Rite-Aid Corp. 342,500 46,600 Sears, Roebuck & Co. 1,817,400 13,700 SuperValu, Inc. 431,550 19,100 Sysco Corp. 620,750 25,800 *Toys R Us, Inc. 561,150 314,500 Wal-Mart Stores, Inc. 7,036,938 31,200 Walgreen Co. 932,100 19,800 Winn-Dixie Stores, Inc. 730,125 27,200 *Woolworth Corp. 353,600 ------------ 29,479,447 - ------------------------------------------------------------- SERVICES: 0.7% 10,700 Block (H & R), Inc. 433,350 19,500 *CUC International, Inc. 665,438 19,200 Ecolab, Inc. 576,000 11,200 Interpublic Group Cos., Inc. 485,800 46,300 Laidlaw, Inc. Cl. B 474,574 10,300 Ogden Corp. 220,162 3,000 Pittston Services Group 94,125 9,200 Premark International, Inc. 465,750 17,600 Safety-Kleen Corp. 275,000 19,350 Service Corp. International 851,400 ------------ 4,541,599 - -------------------------------------------------------------
VALUE SHARES ISSUE (NOTE 1A) - ------------------------------------------------------------- SHOES: 0.3% 18,600 Nike, Inc. Cl. B $ 1,295,025 19,800 Reebok International Ltd. 559,350 7,000 Stride Rite Corp. 52,500 ------------ 1,906,875 - ------------------------------------------------------------- SOAPS: 1.9% 5,500 Clorox Co. 393,938 18,900 Colgate-Palmolive Co. 1,327,724 93,800 Procter & Gamble Co. 7,785,400 20,400 Unilever NV 2,871,300 ------------ 12,378,362 - ------------------------------------------------------------- TEXTILES & APPAREL: 0.2% 23,500 Liz Claiborne, Inc. 652,125 4,200 Russell Corp. 116,550 1,500 Springs Industries, Inc. 62,063 7,600 V.F. Corp. 400,900 ------------ 1,231,638 - ------------------------------------------------------------- TIRE & RUBBER: 0.2% 12,300 Cooper Tire & Rubber Co. 302,888 7,100 Goodrich (B.F.) Co. 483,687 17,400 Goodyear Tire & Rubber Co. 789,525 ------------ 1,576,100 - ------------------------------------------------------------- TOYS & MUSICAL INSTRUMENTS: 0.1% 25,771 Mattel, Inc. 792,458 - ------------------------------------------------------------- TRANSPORTATION-TRUCKING: 0.1% 13,000 Roadway Services, Inc. 635,375 11,000 Ryder Systems, Inc. 272,250 ------------ 907,625 - ------------------------------------------------------------- UTILITIES-ELECTRIC: 3.3% 19,200 American Electric Power, Inc. 777,600 28,700 Baltimore Gas & Electric Co. 817,950 18,800 Carolina Power & Light Co. 648,600 21,300 Central & South West Corp. 593,738 21,892 CINergy Corp. 670,443 32,200 Consolidated Edison Co. N.Y., Inc. 1,030,400 15,100 Detroit Edison Co. 520,950 22,600 Dominion Resources, Inc. 932,250 22,300 Duke Power Co. 1,056,463 29,400 Entergy Corp. 859,950 19,600 FPL Group, Inc. 908,950 13,000 General Public Utilities Corp. 442,000 28,400 Houston Industries, Inc. 688,700 24,400 Niagara Mohawk Power Corp. 234,850
B-47 METROPOLITAN SERIES FUND, INC. SCHEDULE OF INVESTMENTS - -------------------------------------------------------------------------------- STOCK INDEX PORTFOLIO (CONTINUED) DECEMBER 31, 1995
VALUE SHARES ISSUE (NOTE 1A) - --------------------------------------------------------------- COMMON STOCK: (CONTINUED) - --------------------------------------------------------------- 11,700 Northern States Power Co. $ 574,763 30,400 Ohio Edison Co. 714,400 49,300 Pacific Gas & Electric Co. 1,398,888 29,200 Pacificorp 620,500 23,900 PECO Energy Co. 719,988 33,500 Public Service Enterprise Group 1,025,937 61,000 SCE Corp. 1,082,750 85,800 Southern Co. 2,112,824 29,200 Texas Utilities Co. 1,200,850 22,300 Unicom Corp. 730,324 21,500 Union Electric Co. 897,625 ------------ 21,261,693 - --------------------------------------------------------------- UTILITIES-GAS DISTRIBUTION: 0.6% 10,700 Consolidated Natural Gas Co. 485,513 17,900 Enserch Corp. 290,875 21,700 NICOR, Inc. 596,750 53,600 NorAm Energy Corp. 475,700 33,600 ONEOK, Inc. 768,599 13,100 Pacific Enterprises, Inc. 370,075 24,900 Peoples Energy Corp. 790,574 ------------ 3,778,086 - --------------------------------------------------------------- UTILITIES-GAS PIPELINE: 0.5% 10,200 Burlington Resources Inc. 400,350 30,200 Enron Corp. 1,151,375 26,976 Panhandle Eastern Corp. 751,956 27,800 Sonat, Inc. 990,375 ------------ 3,294,056 - --------------------------------------------------------------- UTILITIES-TELEPHONE: 8.5% 77,000 *Airtouch Communications, Inc. 2,175,250 19,700 ALLTEL Corp. 581,150 74,900 Ameritech 4,419,100 222,835 AT & T Corp. 14,428,566 58,300 Bell Atlantic Corp. 3,898,812 136,800 BellSouth Corp. 5,950,800 130,400 GTE Corp. 5,737,600 86,400 MCI Communications Corp. 2,262,600 61,200 NYNEX Corp. 3,304,800 54,967 Pacific Telesis Group 1,848,265 79,200 SBC Communications, Inc. 4,553,999 52,900 Sprint Corp. 2,109,387 64,800 U.S. West, Inc.-Communications Group 2,316,599 ------------ 53,586,928 - ---------------------------------------------------------------
VALUE SHARES ISSUE (NOTE 1A) - ------------------------------------------------------------------------------- VIDEO: 2.2% 22,300 Capital Cities/ABC, Inc. $ 2,751,262 21,450 Comcast Corp. Cl. A Spl. 390,122 68,000 Disney (Walt) Co. 4,011,999 10,700 *King World Productions, Inc. 415,961 80,000 *Tele-Communications, Inc. Cl. A 1,594,999 51,820 Time Warner, Inc. 1,962,682 55,900 U.S. West, Inc.-Media Group 1,062,100 43,126 *Viacom, Inc. Cl. B 2,043,094 ------------ 14,232,219 - ------------------------------------------------------------------------------- TOTAL COMMON STOCK (Cost: $485,003,618)............................... 632,418,521 ------------ - ------------------------------------------------------------------------------- FACE VALUE AMOUNT ISSUE (NOTE 1A) - ------------------------------------------------------------------------------- SHORT TERM OBLIGATIONS: 0.9% - ------------------------------------------------------------------------------- $5,800,000 U.S. Treasury Bills, 4.10% to 5.40% with maturities to 3/28/96......................................... 5,503,636 ------------ TOTAL SHORT TERM OBLIGATIONS (Cost: $5,503,636).... 5,503,636 ------------ - ------------------------------------------------------------------------------- TOTAL INVESTMENTS: 100.3% (Cost: $490,507,254) ............................. 637,922,157 ------------ OTHER ASSETS LESS LIABILITIES: -0.3%............... (2,098,918) ------------ TOTAL NET ASSETS: 100.0%........................... $635,823,239 ============ - -------------------------------------------------------------------------------
* Non-income producing securities. See Notes to Financial Statements. B-48 METROPOLITAN SERIES FUND, INC. SCHEDULE OF INVESTMENTS - -------------------------------------------------------------------------------- INTERNATIONAL STOCK PORTFOLIO DECEMBER 31, 1995
VALUE SHARES ISSUE (NOTE 1A) - ------------------------------------------------------------------ COMMON STOCK: 67.6% - ------------------------------------------------------------------ ARGENTINA: 0.4% 52,500 Buenos Aires Embotelladora SA ADR Cl. B $ 1,082,812 ------------ Total Investments in Argentina 1,082,812 - ------------------------------------------------------------------ AUSTRALIA: 3.8% 625,000 Australian Vintage 766,501 185,000 Coles Myer Ltd. 576,148 685,000 Elders Australia Ltd. 870,633 10,500,000 *Euraust Mineral Development 195,110 5,250,000 *Euraust Mineral Development (Wts.) 29,266 6,139,160 *Gold Mines of Australia Ltd. 1,505,814 1,188,849 *Gold Mines of Australia Ltd. (Wts.) 106,037 1,345,000 MIM Holdings Ltd. 1,859,447 842,853 Multistack International 400,941 257,014 Perseverance Corp. 148,050 800,000 *Pima Mining NL 50,840 326,900 QBE Insurance Group 1,511,311 4,000,000 *Rhodes Mining 341,906 420,000 Sydney Aquarium Ltd. 811,655 900,000 *Valiant Consolidated 150,513 330,000 WMC 2,119,221 ------------ Total Investments in Australia 11,443,393 - ------------------------------------------------------------------ AUSTRIA: 0.9% 6,000 Creditanstalt Bank AG 332,788 10,000 Flughaven Wien AG 674,704 12,500 OMV Handels AG 1,085,231 20,000 *VA Stahl AG 573,498 ------------ Total Investments in Austria 2,666,221 - ------------------------------------------------------------------ BELGIUM: 0.8% 10,000 D'Ieteren Trading 844,376 650 UCB 865,231 10,000 *Union Miniere SA 669,385 ------------ Total Investments in Belgium 2,378,992 - ------------------------------------------------------------------ CANADA: 3.8% 790,000 *Akiko Gold Resources Ltd. 358,696 1,000,000 *Avocet Ventures, Inc. 3,273,526 2,484,000 *Black Hawk Mining, Inc. 1,455,291 1,840,000 *Breakwater Resources Ltd. 2,129,037 620,000 *Canadian Crew Energy Corp. 862,688 732,800 *Epicore Networks, Inc. 1,931,952 211,000 *Madsen Gold Corp. 224,057 767,900 *MSV Resources, Inc. Cl. A 731,066
VALUE SHARES ISSUE (NOTE 1A) - ------------------------------------------------------------------ 1,900,000 Princess Resources Ltd. $ 250,458 750,000 *Reclamation Management Ltd. 24,716 ------------ Total Investments in Canada 11,241,487 - ------------------------------------------------------------------ CHINA: 1.4% 1,350,000 *Advanced Material Resources Ltd. 632,735 2,860,000 *China Construction Holdings 914,078 1,153,000 China Merchants 753,010 810,000 *China North Industries 729,000 750,000 Guangdong Development Fund Ltd. 446,250 150,000 *Guangdong Development Fund Ltd. (Wts.) 12,000 1,050,000 Shanghai Lujiazui Finance & Trade Cl. B 596,400 ------------ Total Investments in China 4,083,473 - ------------------------------------------------------------------ DENMARK: 0.2% 10,000 Den Danske Bank 689,779 ------------ Total Investments in Denmark 689,779 - ------------------------------------------------------------------ FINLAND: 0.2% 12,000 Cultor OY Ser. 2 496,620 ------------ Total Investments in Finland 496,620 - ------------------------------------------------------------------ FRANCE: 5.2% 3,000 Accor 388,401 15,000 Assurance Generale de France 502,348 11,000 AXA 741,270 10,000 Banque Nationale de Paris 451,093 7,000 Bouygues 705,146 5,000 Cetelem 938,330 7,000 Cie de St. Gobain 763,324 17,500 Cie de Suez 721,871 25,500 Credit Commercial de France 1,301,297 10,000 Eramet 653,461 10,000 Generale des Eaux SA 998,366 12,500 Lafarge SA 805,340 3,000 LVMH 624,872 1,178 Norbert Dentressangle 151,790 6,500 *Pechiney Cl A. 225,383 25,000 Pechiney International 443,639 7,500 Peugeot SA 989,381 22,500 Seita 815,550 14,515 SGS Thomson Micro 555,761 20,000 Total Cl. B 1,349,806 25,000 Union Assurance de Paris 652,951 50,000 *Usinor Sacilor 661,119 ------------ Total Investments in France 15,440,499 - ------------------------------------------------------------------
B-49 METROPOLITAN SERIES FUND, INC. SCHEDULE OF INVESTMENTS - -------------------------------------------------------------------------------- INTERNATIONAL STOCK PORTFOLIO (CONTINUED) DECEMBER 31, 1995
VALUE SHARES ISSUE (NOTE 1A) - --------------------------------------------------------- COMMON STOCK: (CONTINUED) - --------------------------------------------------------- GERMANY: 5.6% 1,500 Altana AG $ 873,127 2,800 Bayer AG 738,794 1,000 CKAG Colonia Konzern AG 836,528 7,188 Commerzbank AG 1,698,663 2,500 Daimler-Benz AG 1,258,278 2,200 Degussa AG 733,078 6,500 *Fri. Krupp-Hoesch Krupp AG 811,084 6,250 *Gildemeister AG 566,399 3,750 Hoechst AG 1,016,905 2,500 MAN AG 676,194 4,000 Mannesmann AG 1,273,475 45,000 *Metallgesellschaft 985,012 15,000 *Praktiker Bau Und 459,045 15,000 Schwarz Pharmacia 737,191 2,320 Siemens AG 1,269,571 24,000 SKW Trostberg AG 506,100 30,000 Veba AG 1,273,614 2,500 Volkswagen AG 835,831 ------------ Total Investments in Germany 16,548,889 - --------------------------------------------------------- HONG KONG: 0.9% 510,000 Cathay Pacific Airways 778,273 239,000 Hong Kong Aircraft 618,170 330,000 Johnson Electrical Holdings 588,943 425,000 Semi Tech 684,287 ------------ Total Investments in Hong Kong 2,669,673 - --------------------------------------------------------- HUNGARY: 0.2% 60,000 *MOL Magyar GDS 487,500 ------------ Total Investments in Hungary 487,500 - --------------------------------------------------------- IRELAND: 0.5% 200,000 Bank of Ireland 1,459,854 ------------ Total Investments in Ireland 1,459,854 - --------------------------------------------------------- INDONESIA: 0.6% 460,000 Anglo-Eastern Plantations 835,844 299,375 Rea Holdings 857,815 ------------ Total Investments in Indonesia 1,693,659 - --------------------------------------------------------- ISRAEL: 0.5% 70,000 *Koor Industries Ltd. ADR 1,417,500 ------------ Total Investments in Isreal 1,417,500 - ---------------------------------------------------------
VALUE SHARES ISSUE (NOTE 1A) - ------------------------------------------------------------------ ITALY: 0.8% 250,000 Ansaldo Trasporti $ 391,185 32,500 Edison 139,976 225,000 Eni SPA 786,305 200,000 Tecnost SPA 327,430 505,000 *Telecom Italia Mobile 888,768 ------------ Total Investments in Italy 2,533,664 - ------------------------------------------------------------------ JAPAN: 13.1% 130,000 Anritsu Corp. 1,410,169 1,070 *Asahi Glass Co. (Wts.) 601,875 1,205 *Best Denki Co. (Wts.) 677,812 1,940 *Casio Computer Co. (Wts.) 1,261,000 1,325 *Daido Steel Co. (Wts.) 397,500 7,750 *Dainichi Seika (Wts.) 241,873 85,000 Eiwa Corp. 831,477 1,960 *Godo Steel (Wts.) 220,500 1,325 *Hankyu Corp. (Wts.) 496,875 2,510,000 ISR Group Ltd. 2,145,459 15,000 Keyence Corp. 1,728,814 135,000 Meitec Corp. 2,288,136 210,000 Misawa Homes Co. Ltd. 1,846,780 255,000 Mitsukoshi 2,395,642 28,000 Mitsumi Electric 675,254 19,000 MOS Food Services 485,811 18,500 Nintendo Co. Ltd. 1,406,538 8,645 *Nippon Ceramic Co. Ltd. (Wts.) 382,224 330,000 Nippon Shinpan Co. Ltd. 2,492,978 1,000 *Nishio Rent All Co. (Wts.) 512,500 155,000 Nissho-Iwai Corp. 795,642 225,000 Prospect Japan Fund 2,081,250 135,000 *Prospect Japan Fund (Wts.) 286,875 1,115 *Ryobi (Wts.) 613,250 690 *Shibusawa Warehouse (Wts.) 621,000 2,700 *Showa Sangyo Co. (Wts.) 1,012,500 3,975 *SNT Corp. (Wts.) 413,524 20,500 *Sumitomo Light Metal Co. (Wts.) 390,984 2,340 *Sumitomo Metal Mining (Wts.) 58,500 460,000 Sumitomo Realty & Development Co. Ltd. 3,252,300 2,940 *Tobu Railway Co. (Wts.) 992,250 230,000 *Tokio Marine & Fire Insurance Co. Ltd. 3,007,264 145,000 Tokyo Nissan Auto Sales Co. Ltd. 947,942 165,000 Tokyotokeiba Co. 687,167 4,195 *Toyo Engineering (Wts.) 1,048,750 12,000 *Yamazen Corp. (Wts.) 228,869 ------------ Total Investments in Japan 38,937,284 - ------------------------------------------------------------------
B-50 METROPOLITAN SERIES FUND, INC. SCHEDULE OF INVESTMENTS - -------------------------------------------------------------------------------- INTERNATIONAL STOCK PORTFOLIO (CONTINUED) DECEMBER 31, 1995
VALUE SHARES ISSUE (NOTE 1A) - ----------------------------------------------------------------------- COMMON STOCK: (CONTINUED) - ----------------------------------------------------------------------- KAZAKHSTAN: 0.2% 149,159 Bakyrchik Gold PLC $ 639,352 ------------ Total Investments in Kazakhstan 639,352 - ----------------------------------------------------------------------- MALAYSIA: 0.8% 188,000 Landmarks BHD 250,203 215,000 Tenaga Nasional BHD 846,557 363,000 UMW Holdings BHD 971,926 365,000 *Wembley Industries Holdings 459,897 ------------ Total Investments in Malaysia 2,528,583 - ----------------------------------------------------------------------- MEXICO: 0.3% 460,000 *Fondo Opcion S.A. de C.V. Ser. B 465,068 830,000 *William Resources, Inc. 565,287 ------------ Total Investments in Mexico 1,030,355 - ----------------------------------------------------------------------- NETHERLANDS: 1.2% 20,000 Gist-Brocades NV 595,750 25,000 IHC Caland NV 841,279 10,000 International Nederlanden Group NV 668,038 7,500 Nutricia Ver Bedrj 606,655 5,500 Ver Ned Uitgevers 755,063 ------------ Total Investments in Netherlands 3,466,785 - ----------------------------------------------------------------------- NEW ZEALAND: 0.7% 6,500,000 *Corporate Investments Ltd. 1,657,296 200,000 Fernz Corp. 528,243 ------------ Total Investments in New Zealand 2,185,539 - ----------------------------------------------------------------------- NORWAY: 0.5% 20,000 Nera AS 650,448 17,500 Norsk Hydro AS 734,911 ------------ Total Investments in Norway 1,385,359 - ----------------------------------------------------------------------- PACIFIC BASIN: 0.4% 9,881,560 *Master Plan Mineral & Petroleum Development 723,659 52,500 Pacific Basin Bulk Shipping 613,594 15,000 *Pacific Basin Bulk Shipping (Wts.) 10,781 ------------ Total Investments in Pacific Basin 1,348,034 - ----------------------------------------------------------------------- PHILLIPPINES: 0.7% 1,290,000 *TVI Pacific, Inc. 2,078,360 ------------ Total Investments in Phillippines 2,078,360 - ----------------------------------------------------------------------- POLAND: 0.3% 86,500 *Bank Gdanski GDR SA 841,212 ------------ Total Investments in Poland 841,212 - -----------------------------------------------------------------------
VALUE SHARES ISSUE (NOTE 1A) - --------------------------------------------------------------- RUSSIA: 2.1% 33,900,000 Bula Resources Holdings $ 1,316,198 5,000,000 Dana Petroleum 737,692 625,000 *Eurogas Corp. 389,052 50,000 *First Russian Frontier Trust 473,676 10,000 *First Russian Frontier Trust (Wts.) 36,496 12,000,000 *Star Mining Corp. 1,516,278 1,280,000 Vanguard Petroleum Ltd. 256,875 2,186,000 *Xavier Mines Ltd. 1,376,756 ------------ Total Investments in Russia 6,103,023 - --------------------------------------------------------------- SINGAPORE: 0.4% 765,000 Comfort Group 648,993 88,000 Jurong Shipyard 678,119 ------------ Total Investments in Singapore 1,327,112 - --------------------------------------------------------------- SOUTH AFRICA: 0.7% 582,500 *United Reef Ltd. 217,558 104,600 Western Areas Gold Mining Ltd. ADR 1,765,125 ------------ Total Investments in South Africa 1,982,683 - --------------------------------------------------------------- SOUTH KOREA: 0.4% 30,000 #*CITC Frontier Fund PLC 529,200 65,000 *Yellow Sea Investment Co. 597,350 ------------ Total Investments in South Korea 1,126,550 - --------------------------------------------------------------- SPAIN: 1.1% 80,000 *Asturiana de Zinc 634,460 15,500 Banco Bilbao Vizcaya 558,409 3,833 *Banco Espanol de Credito 26,543 32,500 Empresa Nacional de Celulosas 527,824 15,490 Empresa Nacional de Electricidad 877,298 22,300 Repsol SA 730,771 ------------ Total Investments in Spain 3,355,305 - --------------------------------------------------------------- SUDAN: 0.1% 115,000 Arakis Energy Corp. 348,594 ------------ Total Investments in Sudan 348,594 - --------------------------------------------------------------- SWEDEN: 0.4% 11,500 Autoliv AB 672,018 50,000 Lindex AB 640,089 ------------ Total Investments in Sweden 1,312,107 - --------------------------------------------------------------- SWITZERLAND: 1.3% 1,500 Alusuisse-Lonza 1,188,557 370 BBC Brown Boveri AG 429,822 8,700 CS Holdings 891,873
B-51 METROPOLITAN SERIES FUND, INC. SCHEDULE OF INVESTMENTS - -------------------------------------------------------------------------------- INTERNATIONAL STOCK PORTFOLIO (CONTINUED) DECEMBER 31, 1995
VALUE SHARES ISSUE (NOTE 1A) - -------------------------------------------------------------- COMMON STOCK: (CONTINUED) - -------------------------------------------------------------- 2,200 Danzas Holdings $ 457,737 100 Roche Holdings AG 791,071 ------------ Total Investments in Switzerland 3,759,060 - -------------------------------------------------------------- TAJIKISTAN: 0.9% 1,640,900 Nelson Gold Ltd. 2,547,571 ------------ Total Investments in Tajikistan 2,547,571 - -------------------------------------------------------------- TANZANIA: 0.2% 2,750,000 Palace Exploration, Inc. 161,113 1,258,000 *Tan Range Exploration Corp. Cl. A 561,977 1,008,000 *Tan Range Exploration Corp. (Wts.) 0 ------------ Total Investments in Tanzania 723,090 - -------------------------------------------------------------- THAILAND: 0.5% 1,370,000 Siam Trading 1,504,943 ------------ Total Investments in Thailand 1,504,943 - -------------------------------------------------------------- UKRAINE: 1.4% 4,254,800 *Emtech (Bermuda) Units 4,299,981 ------------ Total Investments in Ukraine 4,299,981 - -------------------------------------------------------------- UNITED KINGDOM: 14.0% 1,250,000 *Alexon Group PLC 1,591,862 1,887,500 Arcadian International PLC 1,604,917 565,000 *Ascot Holdings 2,325,283 2,701,241 BCE Holdings 943,903 4,750,000 *Birse Group PLC 1,198,750 250,000 Brightstone Properties 378,553 90,000 *British Biotech 2,543,873 335,000 BTR PLC 1,706,476 120,000 Caffyns 456,593 537,492 *Celsis International 1,085,168 800,000 *Eleco Holdings 378,941 1,000,000 Electrophoretics 2,873,117 400,000 *Energy Capital Investments 568,411 299,400 *Euro Sales Finance Cl. A 581,224 375,000 Geest PLC 1,106,538 1,980,000 *Great Western Resources 353,626 740,000 Hampden Homecare Group PLC 913,651 4,262,500 Hobson PLC 2,035,594 100,000 Johnson Fry Holdings 194,906 615,000 Kemgas International Ltd. 1,171,000 275,000 Medeva PLC 1,153,129 1,500,000 Melrose Energy 925,998 300,000 *Melrose Energy (Nil Paid) 25,625
VALUE SHARES ISSUE (NOTE 1A) - -------------------------------------------------------------------------------- 100,000 National Westminster Bank PLC $ 1,007,144 722,000 Panther Securities PLC 734,446 100,000 *Panther Securities PLC (Wts.) 9,318 420,000 *Premium Underwriting 792,514 777,099 RAP Group 1,876,672 5,791,666 Rhino Group 1,214,280 200,000 Sainsbury PLC 1,219,133 62,500 Securicor Group Cl. A 859,023 1,238,888 *Simon Engineering PLC 1,404,548 710,945 Sims Food Group PLC 386,443 400,000 *Tadpole Technology 475,229 1,653,979 Turbo Genset, Inc. Cl. A 1,029,573 30,900,000 *United Breweries PLC 839,804 7,500,000 *Upton & Southern Holdings PLC 349,433 750,000 *Upton & Southern Holdings PLC (Wts.) 11,648 300,000 Voyageur 358,751 1,890,400 *Waverley Mining Finance PLC 2,774,387 3,521,073 World Fluids Holdings PLC 205,063 100,000 *XCL 41,155 ------------ Total Investments in the United Kingdom 41,705,702 - -------------------------------------------------------------------------------- ZAMBIA: 0.1% 180,000 *Zambia Consolidated Copper Cl. B 223,637 ------------ Total Investments in Zambia 223,637 - -------------------------------------------------------------------------------- TOTAL COMMON STOCK (Cost: $204,787,390)................................. 201,094,236 ------------ - -------------------------------------------------------------------------------- CONVERTIBLE PREFERRED STOCK: 0.1% - -------------------------------------------------------------------------------- UNITED KINGDOM: 0.1% 295,000 Upton & Southern Holdings Cvt. Pfd. 426,075 ------------ TOTAL CONVERTIBLE PREFERRED STOCK (Cost: $456,233)... 426,075 ------------ - -------------------------------------------------------------------------------- PREFERRED STOCK: 0.9% - -------------------------------------------------------------------------------- BALTIC STATES: 0.3% 7,500 Baltic Republic Fund Pfd. 817,500 ------------ Total Investments in Baltic States 817,500 - -------------------------------------------------------------------------------- GERMANY: 0.6% 800 Boss (Hugo) AG Pfd. 664,204 7,500 Fresenius AG Pfd. 711,049 400 Sander (Jil) AG Pfd. 295,573 ------------ Total Investments in Germany......................... 1,670,826 ------------ TOTAL PREFERRED STOCK (Cost: $2,185,520)................................... 2,488,326 ------------ - --------------------------------------------------------------------------------
B-52 METROPOLITAN SERIES FUND, INC. SCHEDULE OF INVESTMENTS - -------------------------------------------------------------------------------- INTERNATIONAL STOCK PORTFOLIO (CONTINUED) DECEMBER 31, 1995 - ------------------------------------------------------------------------------
FACE INTEREST MATURITY VALUE AMOUNT ISSUE RATE DATE (NOTE 1A) - ------------------------------------------------------------------------------ CONVERTIBLE BONDS: 6.0% - ------------------------------------------------------------------------------ France $ 56,566 AXA 4.500% 1/1/99 $ 40,222 Hong Kong 880,000 S Megga International 2.500% 1/4/02 598,400 Hong Kong 1,350,000 Sino Land Co. 5.000% 10/21/00 1,429,313 Japan 270,000,000 Hankyu Corp. 1.250% 9/30/98 2,650,969 Japan 6,610,000 Mitsubishi Bank 3.500% 3/31/04 6,919,844 Japan 3,300,000 NEC Corp. 1.000% 3/31/99 3,347,204 Malaysia 990,000 Aokam Perdana 3.500% 6/13/04 759,825 Thailand 2,795,000 NTS Steel Group 4.000% 12/16/08 1,383,525 Thailand 915,000 Tanayong Public 3.500% 3/01/04 645,075 ------------ TOTAL CONVERTIBLE BONDS (Cost: $16,553,767).................................. 17,774,377 ------------ - ------------------------------------------------------------------------------ TOTAL INVESTMENTS: 74.6% (Cost: $223,982,910)................................. 221,783,014 OTHER ASSETS LESS LIABILITIES: 25.4%................. 75,678,027 ------------ TOTAL NET ASSETS: 100.0%............................. $297,461,041 ============ - ------------------------------------------------------------------------------
# Illiquid security. * Non-income producing security. See Notes to Financial Statements B-53 METROPOLITAN SERIES FUND, INC. INDUSTRY DIVERSIFICATION - -------------------------------------------------------------------------------- INTERNATIONAL STOCK PORTFOLIO AS A PERCENTAGE OF TOTAL VALUE OF INVESTMENTS Airlines................................................................... 0.4% Automotive................................................................. 2.5 Banking.................................................................... 7.3 Beverages.................................................................. 2.8 Broadcasting & Publishing.................................................. 0.3 Building................................................................... 1.9 Building................................................................... 1.5 Business Services.......................................................... 2.5 Chemicals.................................................................. 2.7 Electrical Equipment....................................................... 5.8 Financial Services......................................................... 4.6 Foods...................................................................... 2.8 Health & Personal Care..................................................... 4.8 Industrial - Miscellaneous................................................. 1.9 Industrial - Miscellaneous................................................. 0.8 Insurance.................................................................. 3.9 Leisure.................................................................... 2.3 Machinery.................................................................. 4.8 Metals - Steel & Iron...................................................... 2.3
Metals - Gold............................................................ 9.7% Metals - Miscellaneous................................................... 3.2 Miscellaneous............................................................ 1.5 Miscellaneous Materials.................................................. 4.6 Office Equipment......................................................... 0.1 Offshore Funds & Investment Trusts....................................... 2.3 Oil - Domestic........................................................... 4.5 Oil - International...................................................... 0.4 Paper.................................................................... 0.2 Railroad................................................................. 2.5 Real Estate.............................................................. 3.1 Recreation............................................................... 1.5 Retail Trade............................................................. 4.6 Telecommunications....................................................... 0.4 Textiles & Apparel....................................................... 0.6 Transportation - Trucking................................................ 0.3 Utilities - Electric..................................................... 1.9 Utilities - Water........................................................ 0.5 Wholesale & International Trade.......................................... 2.2 ----- 100.0% =====
See Notes to Financial Statements. B-54 [THIS PAGE INTENTIONALLY LEFT BLANK] B-55 METROPOLITAN SERIES FUND, INC. FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- STATEMENTS OF ASSETS AND LIABILITIES DECEMBER 31, 1995
GROWTH INCOME PORTFOLIO PORTFOLIO -------------- ------------ ASSETS: Investment, at value (Note 1A) (1)..... $1,096,327,264 $345,910,339 Cash................................... 950 541 Cash denominated in foreign currencies (2)................................... -- -- Receivable for investment securities sold.................................. 965,684 2,585,401 Receivable for fund shares sold........ 675,255 455,371 Receivable for dividends and interest.. 1,424,371 5,976,347 Unrealized appreciation on forward con- tracts (Note 7)....................... -- 181,720 Other assets........................... 202 88,859 -------------- ------------ TOTAL ASSETS....................... 1,099,393,726 355,198,578 -------------- ------------ LIABILITIES: Payable for capital stock repurchased.. 10,023 125 Payable for investment securities pur- chased................................ 4,348,881 5,164,682 Accrued investment management fee (Note 3).................................... 229,442 73,160 Accrued and other liabilities.......... 54,783 47,583 -------------- ------------ TOTAL LIABILITIES.................. 4,643,129 5,285,550 -------------- ------------ $1,094,750,597 $349,913,028 ============== ============ NET ASSETS: Composition of Net Assets: Paid-in-capital........................ 863,848,660 341,054,464 Undistributed (overdistributed) net in- vestment income (loss)................ (108,976) 1,648,141 Net unrealized appreciation (deprecia- tion)................................. 228,543,295 14,525,062 Accumulated net realized gain (loss) .. 2,467,618 (7,314,639) -------------- ------------ NET ASSETS......................... $1,094,750,597 $349,913,028 ============== ============ SHARES OUTSTANDING................. 39,717,503 27,489,851 ============== ============ NET ASSET VALUE PER SHARE.......... $27.56 $12.73 ============== ============ ------------------------------------------------------------------- Notes: (1) Investments, at cost............... $867,783,969 $331,561,431 (2) Cost of foreign currency........... -- --
See Notes to Financial Statements. B-56 - --------------------------------------------------------------------------------
MONEY AGGRESSIVE STOCK INTERNATIONAL MARKET DIVERSIFIED GROWTH INDEX STOCK PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO - ----------- -------------- ------------ ------------ ------------- $40,219,899 $1,110,947,646 $930,656,825 $637,922,157 $221,783,014 79,322 650 827 55,596 14,199,155 -- -- -- -- 64,126,393 -- 4,187,691 46,082,605 1,308,104 311,281 60,629 886,839 4,050,173 572,660 505,735 115,565 8,988,955 747,964 1,256,334 323,621 -- 227,542 -- -- -- 16 113,091 11,570 1,964 349,271 - ----------- -------------- ------------ ------------ ------------ 40,475,431 1,125,352,414 981,549,964 641,116,815 301,598,470 - ----------- -------------- ------------ ------------ ------------ 1,789 16,278 -- -- 3,679 -- 10,194,862 21,967,194 5,114,386 3,831,521 8,489 233,658 597,540 132,417 207,084 8,878 74,019 69,997 46,773 95,145 - ----------- -------------- ------------ ------------ ------------ 19,156 10,518,817 22,634,731 5,293,576 4,137,429 - ----------- -------------- ------------ ------------ ------------ $40,456,275 $1,114,833,597 $958,915,233 $635,823,239 $297,461,041 =========== ============== ============ ============ ============ 40,447,254 967,471,372 822,003,215 487,663,404 301,157,412 6,496 (4,529,347) (899,023) (22,936) (1,444,824) -- 142,881,779 141,226,595 147,414,903 (6,426,580) 2,525 9,009,793 (3,415,554) 767,868 4,175,033 - ----------- -------------- ------------ ------------ ------------ $40,456,275 $1,114,833,597 $958,915,233 $635,823,239 $297,461,041 =========== ============== ============ ============ ============ 3,873,237 69,897,402 37,072,220 34,253,993 24,201,993 =========== ============== ============ ============ ============ $10.45 $15.95 $25.87 $18.56 $12.29 =========== ============== ============ ============ ============ - ----------------------------------------------------------------------------- $40,219,899 $968,287,170 $789,430,230 $490,507,254 $223,982,910 -- -- -- -- 68,429,624
B-57 METROPOLITAN SERIES FUND, INC. FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1995
GROWTH INCOME PORTFOLIO PORTFOLIO ------------ ----------- INVESTMENT Interest (Note 1B)....................... $1,581,723 $22,553,470 INCOME: Dividends (Note 1B) ....................... 14,557,479 -- ------------ ----------- Total investment income, net of with- holding taxes (1)..................... 16,139,202 22,553,470 ------------ ----------- EXPENSES: Investment management fee ................. 2,282,444 767,157 Printing and distribution fees............. 278,633 98,302 Custodian and transfer agent fees.......... 161,071 134,012 Director's fees ........................... 16,790 16,790 Other operating expenses .................. 44,829 31,351 ------------ ----------- Total expenses ........................ 2,783,767 1,047,612 ------------ ----------- NET INVESTMENT INCOME (LOSS)........... 13,355,435 21,505,858 ------------ ----------- Investments................................ 35,869,486 5,020,069 NET Foreign currency transactions ............. -- 594,284 REALIZED GAIN ------------ ----------- (LOSS) NET REALIZED GAIN ..................... 35,869,486 5,614,353 ON: ------------ ----------- NET UNREALIZED APPRECIATION (DEPRECIATION): Beginning of period investments and foreign currency holdings (Note 4) (Note 7)....... 21,683,841 (12,738,617) End of period investments and foreign cur- rency holdings (Note 4) (Note 7) ......... 228,543,295 14,525,062 ------------ ----------- NET UNREALIZED APPRECIATION (DEPRECIA- TION)................................. 206,859,454 27,263,679 ------------ ----------- NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS ...................... $256,084,375 $54,383,890 ============ =========== ------------------------------------------------------------------- Notes: (1) Withholding taxes...................... $145,698 $17,167
See Notes to Financial Statements. B-58 - --------------------------------------------------------------------------------
MONEY AGGRESSIVE STOCK INTERNATIONAL MARKET DIVERSIFIED GROWTH INDEX STOCK PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO ---------- ------------ ------------ ------------ ------------- $2,455,880 $32,460,473 $2,660,653 $228,617 $331,446 -- 8,774,313 3,163,544 12,034,799 2,976,332 ---------- ------------ ------------ ------------ ---------- 2,455,880 41,234,786 5,824,197 12,263,416 3,307,778 ---------- ------------ ------------ ------------ ---------- 104,346 2,431,711 5,824,030 1,202,788 2,035,593 13,720 310,108 240,740 144,249 156,231 44,443 250,035 164,662 146,252 503,531 16,790 16,790 16,790 16,790 16,790 24,891 44,160 43,372 36,320 30,840 ---------- ------------ ------------ ------------ ---------- 204,190 3,052,804 6,289,594 1,546,399 2,742,985 ---------- ------------ ------------ ------------ ---------- 2,251,690 38,181,982 (465,397) 10,717,017 564,793 ---------- ------------ ------------ ------------ ---------- 161 34,881,053 96,911,708 3,287,091 (7,148,124) -- 819,761 -- -- 11,651,709 ---------- ------------ ------------ ------------ ---------- 161 35,700,814 96,911,708 3,287,091 4,503,585 ---------- ------------ ------------ ------------ ---------- -- (13,077,784) 54,191,810 14,557,357 (4,241,184) -- 142,881,779 141,226,595 147,414,903 (6,426,580) ---------- ------------ ------------ ------------ ---------- -- 155,959,563 87,034,785 132,857,546 (2,185,396) ---------- ------------ ------------ ------------ ---------- $2,251,851 $229,842,359 $183,481,096 $146,861,654 $2,882,982 ========== ============ ============ ============ ========== - --------------------------------------------------------------------------------- -- $123,603 $107,147 $74,220 $402,016
B-59 METROPOLITAN SERIES FUND, INC. FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- STATEMENTS OF CHANGES IN NET ASSETS
GROWTH INCOME MONEY MARKET PORTFOLIO PORTFOLIO PORTFOLIO ---------------------------- -------------------------- -------------------------- INCREASE (DECREASE) IN NET ASSETS FROM: FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR ENDED ENDED ENDED ENDED ENDED ENDED OPERATIONS: DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, 1995 1994 1995 1994 1995 1994 -------------- ------------ ------------ ------------ ------------ ------------ Net investment income (loss)................. $13,355,435 $10,056,040 $21,505,858 $20,598,703 $2,251,690 $1,511,945 Net realized gain (loss) from investment and foreign currency transactions........... 35,869,486 19,583,700 5,614,353 (14,615,349) 161 289 Unrealized appreciation (depreciation) of investments and foreign currency holdings...... 206,859,454 (54,777,145) 27,263,679 (15,925,405) -- -- -------------- ------------ ------------ ------------ ----------- ----------- Net increase (decrease) in net assets resulting from operations........ 256,084,375 (25,137,405) 54,383,890 (9,942,051) 2,251,851 1,512,234 -------------- ------------ ------------ ------------ ----------- ----------- DISTRIBUTIONS TO SHAREHOLDERS: Net investment income... (13,305,066) (10,033,000) (20,532,059) (19,778,000) (2,251,639) (1,495,000) Net realized gain from investment transactions........... (40,353,389) (13,173,038) -- -- (289) -- -------------- ------------ ------------ ------------ ----------- ----------- Total Distributions (Note 6)............... (53,658,455) (23,206,038) (20,532,059) (19,778,000) (2,251,928) (1,495,000) -------------- ------------ ------------ ------------ ----------- ----------- CAPITAL SHARE TRANSACTIONS: Net proceeds from sale of shares.............. 103,922,730 142,725,802 44,596,378 31,064,352 21,703,650 14,031,251 Net asset value of shares issued to shareholders in reinvestment of distributions.......... 53,658,455 23,206,038 20,532,059 19,778,000 2,251,928 1,495,000 Shares redeemed......... (11,689,626) (11,568,136) (24,725,915) (45,439,146) (23,460,524) (19,903,197) Substitutions (Note 8).. -- -- -- -- -- -- -------------- ------------ ------------ ------------ ----------- ----------- Net Capital Stock Transactions (Note 5).. 145,891,559 154,363,704 40,402,522 5,403,206 495,054 (4,376,946) -------------- ------------ ------------ ------------ ----------- ----------- NET INCREASE (DECREASE) IN NET ASSETS.......... 348,317,479 106,020,261 74,254,353 (24,316,845) 494,977 (4,359,712) NET ASSETS: Beginning of period................. 746,433,118 640,412,857 275,658,675 299,975,520 39,961,298 44,321,010 -------------- ------------ ------------ ------------ ----------- ----------- NET ASSETS: End of period................. $1,094,750,597 $746,433,118 $349,913,028 $275,658,675 $40,456,275 $39,961,298 ============== ============ ============ ============ =========== ===========
--------------------------------------------------------------------- See Notes to Financial Statements. B-60 - --------------------------------------------------------------------------------
DIVERSIFIED AGGRESSIVE GROWTH STOCK INDEX INTERNATIONAL STOCK PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO - ---------------------------- -------------------------- -------------------------- -------------------------- FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, 1995 1994 1995 1994 1995 1994 1995 1994 ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ $38,181,982 $31,661,634 ($465,397) $1,181,813 $10,717,017 $8,084,285 $564,793 $188,980 35,700,814 (1,563,771) 96,911,708 (11,669,134) 3,287,091 2,120,555 4,503,585 12,953,108 155,959,563 (59,099,242) 87,034,785 3,037,483 132,857,546 (5,577,832) (2,185,396) (13,777,142) - -------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ 229,842,359 (29,001,379) 183,481,096 (7,449,838) 146,861,654 4,627,008 2,882,982 (635,054) - -------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ (38,212,420) (31,965,725) -- (1,216,000) (10,707,245) (7,987,000) (931,206) (27,000) (31,703,894) (4,236,080) (89,053,728) (210,244) (3,203,702) (4,959,963) (1,728,334) (13,395,442) - -------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ (69,916,314) (36,201,805) (89,053,728) (1,426,244) (13,910,947) (12,946,963) (2,659,540) (13,422,442) - -------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ 65,067,419 178,226,077 211,278,782 225,182,181 132,769,445 86,148,938 47,009,355 168,836,697 69,916,314 36,201,806 89,053,728 1,426,245 13,910,947 12,946,963 2,659,540 13,422,442 (72,901,909) (41,157,082) (25,891,494) (15,634,001) (6,808,814) (10,475,425) (25,383,675) (16,030,074) -- 40,960,412 -- -- -- -- -- -- - -------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ 62,081,824 214,231,213 274,441,016 210,974,425 139,871,578 88,620,476 24,285,220 166,229,065 - -------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ 222,007,869 149,028,029 368,868,384 202,098,343 272,822,285 80,300,521 24,508,662 152,171,569 892,825,728 743,797,699 590,046,849 387,948,506 363,000,954 282,700,433 272,952,379 120,780,810 - -------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ $1,114,833,597 $892,825,728 $958,915,233 $590,046,849 $635,823,239 $363,000,954 $297,461,041 $272,952,379 ============== ============ ============ ============ ============ ============ ============ ============
- -------------------------------------------------------------------------------- B-61 METROPOLITAN SERIES FUND, INC. FINANCIAL HIGHLIGHTS - -------------------------------------------------------------------------------- PER SHARE OPERATING PERFORMANCE (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
GROWTH PORTFOLIO ---------------------------------------------- YEAR ENDED DECEMBER 31, ---------------------------------------------- 1995 1994 1993 1992 1991 - --------------------------------------------------------------------------- NET ASSET VALUE: Begin- ning of period.......... $21.81 $23.27 $21.72 $21.56 $17.20 - --------------------------------------------------------------------------- Investment Operations: --------------------- Net investment income... .35 .30 .28 .34 .41 Net realized and unrealized gain (loss)................. 6.83 (1.06) 3.24 2.13 5.39 ---------- -------- -------- -------- -------- Total From Investment Operations........... 7.18 (.76) 3.52 2.47 5.80 ---------- -------- -------- -------- -------- Less Distributions: ------------------ Dividends from net in- vestment income........ (.35) (.30) (.28) (.29) (.42) Distributions from net realized capital gains.................. (1.08) (.40) (1.69) (2.02) (1.02) ---------- -------- -------- -------- -------- Total Distributions... (1.43) (.70) (1.97) (2.31) (1.44) ---------- -------- -------- -------- -------- - --------------------------------------------------------------------------- NET ASSET VALUE: End of period.................. $27.56 $21.81 $23.27 $21.72 $21.56 - --------------------------------------------------------------------------- Total Return............ 33.14% (3.25)% 14.40% 11.56% 33.09% Supplemental ------------ Data/Significant Ratios: ----------------------- Net assets at end of pe- riod (000's)........... $1,094,751 $746,433 $640,413 $351,028 $232,160 Operating expenses to average net assets..... 0.31% 0.32% 0.28% 0.25% 0.25% Net investment income to average net assets..... 1.46% 1.40% 1.19% 1.52% 2.04% Portfolio turnover (1).. 42.52% 57.27% 66.27% 63.74% 62.29%
- ------------------------------------------------------------------------------- Notes: Total return information shown in the Financial Highlights tables does not reflect expenses that apply at the separate acount level or to related insurance products. Inclusion of these charges would reduce the total return figures for all periods shown. (1) The lesser of purchases or sales of portfolio securities for a period, divided by the monthly average of the market value of portfolio securities owned during the period. Securities with a maturity or expiration date at the time of acquisition of one year or less are excluded from the calculation. Purchases and sales of securities (excluding short-term securities) for the year ended December 31, 1995 amounted to $489,702,902 and $377,323,949, respectively. See Notes to Financial Statements. B-62 METROPOLITAN SERIES FUND, INC. FINANCIAL HIGHLIGHTS - -------------------------------------------------------------------------------- PER SHARE OPERATING PERFORMANCE (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
INCOME PORTFOLIO ----------------------------------------------- YEAR ENDED DECEMBER 31, ----------------------------------------------- 1995 1994 1993 1992 1991 ----------------------------------------------- - ------------------------------------------------------------------------------- NET ASSET VALUE: Beginning of period.................. $11.32 $12.59 $12.22 $12.32 $11.16 - ------------------------------------------------------------------------------- Investment Operations: ---------------------- Net investment income...... .83 .91 .83 .90 .94 Net realized and unrealized gain (loss)............... 1.38 (1.31) .86 (.05) 1.14 -------- -------- -------- -------- ------- Total From Investment Op- erations................ 2.21 (.40) 1.69 .85 2.08 -------- -------- -------- -------- ------- Less Distributions: ------------------- Dividends from net invest- ment income............... (.80) (.87) (.88) (.71) (.92) Distributions from net re- alized capital gains...... -- -- (.44) (.24) -- -------- -------- -------- -------- ------- Total Distributions...... (.80) (.87) (1.32) (.95) (.92) -------- -------- -------- -------- ------- - ------------------------------------------------------------------------------- NET ASSET VALUE: End of pe- riod....................... $12.73 $11.32 $12.59 $12.22 $12.32 - ------------------------------------------------------------------------------- Total Return............... 19.55% (3.15)% 11.36% 6.91% 17.31% Supplemental ------------ Data/Significant Ratios: ------------------------ Net assets at end of period (000's)................... $349,913 $275,659 $299,976 $156,245 $87,412 Operating expenses to aver- age net assets............ 0.34% 0.35% 0.32% 0.25% 0.25% Net investment income to average net assets........ 7.01% 7.02% 6.39% 7.16% 7.61% Portfolio turnover (1)..... 102.88% 141.15% 136.98% 151.74% 78.87%
- -------------------------------------------------------------------------------- Notes: Total return information shown in the Financial Highlights tables does not reflect expenses that apply at the separate acount level or to related insurance products. Inclusion of these charges would reduce the total return figures for all periods shown. (1) The lesser of purchases or sales of portfolio securities for a period, divided by the monthly average of the market value of portfolio securities owned during the period. Securities with a maturity or expiration date at the time of acquisition of one year or less are excluded from the calculation. Purchases and sales of securities (excluding short-term securities) for the year ended December 31, 1995 amounted to $332,005,213 and $299,203,930, respectively. See Notes to Financial Statements. B-63 METROPOLITAN SERIES FUND, INC. FINANCIAL HIGHLIGHTS - -------------------------------------------------------------------------------- PER SHARE OPERATING PERFORMANCE (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
MONEY MARKET PORTFOLIO ------------------------------------------- YEAR ENDED DECEMBER 31, ------------------------------------------- 1995 1994 1993 1992 1991 ------------------------------------------- - ------------------------------------------------------------------------------- NET ASSET VALUE: Beginning of period......................... $10.48 $10.49 $10.52 $10.59 $10.67 - ------------------------------------------------------------------------------- Investment Operations: ---------------------- Net investment income.......... .59 .40 .28 .39 .57 ------- ------- ------- ------- ------- Total From Investment Opera- tions....................... .59 .40 .28 .39 .57 ------- ------- ------- ------- ------- Less Distributions: ------------------- Dividends from net investment income........................ (.62) (.41) (.31) (.46) (.65) ------- ------- ------- ------- ------- Total Distributions.......... (.62) (.41) (.31) (.46) (.65) ------- ------- ------- ------- ------- - ------------------------------------------------------------------------------- NET ASSET VALUE: End of period.. $10.45 $10.48 $10.49 $10.52 $10.59 - ------------------------------------------------------------------------------- Total Return................... 5.59% 3.85% 2.90% 3.73% 6.10% Supplemental Data/Significant ----------------------------- Ratios: ------- Net assets at end of period (000's)....................... $40,456 $39,961 $44,321 $55,412 $70,946 Operating expenses to average net assets.................... 0.49% 0.44% 0.38% 0.25% 0.25% Net investment income to aver- age net assets................ 5.39% 3.76% 2.85% 3.68% 5.93% Portfolio turnover............. N/A N/A N/A N/A N/A
- -------------------------------------------------------------------------------- Notes: Total return information shown in the Financial Highlights tables does not reflect expenses that apply at the separate account level or to related insurance products. Inclusion of these charges would reduce the total return figures for all periods shown. See Notes to Financial Statements. B-64 METROPOLITAN SERIES FUND, INC. FINANCIAL HIGHLIGHTS - -------------------------------------------------------------------------------- PER SHARE OPERATING PERFORMANCE (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
DIVERSIFIED PORTFOLIO -------------------------------------------------- YEAR ENDED DECEMBER 31, -------------------------------------------------- 1995 1994 1993 1992 1991 -------------------------------------------------- - ------------------------------------------------------------------------------- NET ASSET VALUE: Begin- ning of period.......... $13.40 $14.41 $13.58 $13.61 $11.47 - ------------------------------------------------------------------------------- Investment Operations: ---------------------- Net investment income... .59 .51 .46 .53 .62 Net realized and unrealized gain (loss)................. 3.02 (.95) 1.58 .74 2.23 ---------- -------- -------- -------- -------- Total From Investment Operations........... 3.61 (.44) 2.04 1.27 2.85 ---------- -------- -------- -------- -------- Less Distributions: ------------------- Dividends from net in- vestment income........ (.58) (.50) (.54) (.55) (.62) Distributions from net realized capital gains.................. (.48) (.07) (.67) (.75) (.09) ---------- -------- -------- -------- -------- Total Distributions... (1.06) (.57) (1.21) (1.30) (.71) ---------- -------- -------- -------- -------- - ------------------------------------------------------------------------------- NET ASSET VALUE: End of period.................. $15.95 $13.40 $14.41 $13.58 $13.61 - ------------------------------------------------------------------------------- Total Return............ 27.03% (3.06)% 12.75% 9.48% 24.84% Supplemental ------------ Data/Significant Ratios: ------------------------ Net assets at end of pe- riod (000's)........... $1,114,834 $892,826 $743,798 $334,480 $232,276 Operating expenses to average net assets..... 0.31% 0.32% 0.29% 0.25% 0.25% Net investment income to average net assets..... 3.92% 3.66% 3.16% 3.85% 4.94% Portfolio turnover (1).. 79.29% 96.49% 95.84% 114.67% 70.56%
- -------------------------------------------------------------------------------- Notes: Total return information shown in the Financial Highlights tables does not reflect expenses that apply at the separate acount level or to related insurance products. Inclusion of these charges would reduce the total return figures for all periods shown. (1) The lesser of purchases or sales of portfolio securities for a period, divided by the monthly average of the market value of portfolio securities owned during the period. Securities with a maturity or expiration date at the time of acquisition of one year or less are excluded from the calculation. Purchases and sales of securities (excluding short-term securities) for the year ended December 31, 1995 amounted to $762,472,356 and $745,575,956, respectively. See Notes to Financial Statements. B-65 METROPOLITAN SERIES FUND, INC. FINANCIAL HIGHLIGHTS - -------------------------------------------------------------------------------- PER SHARE OPERATING PERFORMANCE (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
AGGRESSIVE GROWTH PORTFOLIO ------------------------------------------- YEAR ENDED DECEMBER 31, ------------------------------------------- 1995 1994 1993 1992 1991 ------------------------------------------- - ------------------------------------------------------------------------------- NET ASSET VALUE: Beginning of period......................... $22.05 $22.54 $19.52 $18.11 $10.95 - ------------------------------------------------------------------------------- Investment Operations: ---------------------- Net investment income (loss)... (.01) .05 .04 .08 .06 Net realized and unrealized gain (loss)................... 6.50 (.48) 5.06 1.77 7.25 -------- -------- -------- -------- ------- Total From Investment Opera- tions....................... 6.49 (.43) 5.10 1.85 7.31 -------- -------- -------- -------- ------- Less Distributions: ------------------- Dividends from net investment income........................ -- (.05) (.06) (.10) (.07) Distributions from net realized capital gains................. (2.67) (.01) (2.02) (.34) (.08) -------- -------- -------- -------- ------- Total Distributions.......... (2.67) (.06) (2.08) (.44) (.15) -------- -------- -------- -------- ------- - ------------------------------------------------------------------------------- NET ASSET VALUE: End of period.. $25.87 $22.05 $22.54 $19.52 $18.11 - ------------------------------------------------------------------------------- Total Return................... 29.50% (1.88)% 22.63% 10.39% 66.41% Supplemental Data/Significant ----------------------------- Ratios: ------- Net assets at end of period (000's)....................... $958,915 $590,047 $387,949 $129,249 $45,858 Operating expenses to average net assets.................... 0.81% 0.82% 0.79% 0.75% 0.75% Net investment income (loss) to average net assets............ (0.06%) 0.24% 0.18% 0.46% 0.45% Portfolio turnover (1)......... 255.83% 186.52% 120.82% 100.95% 146.12%
- -------------------------------------------------------------------------------- Notes: Total return information shown in the Financial Highlights tables does not reflect expenses that apply at the separate account level or to related insurance products. Inclusion of these charges would reduce the total return figures for all periods shown. (1) The lesser of purchases or sales of portfolio securities for a period, divided by the monthly average of the market value of portfolio securities owned during the period. Securities with a maturity or expiration date at the time of acquisition of one year or less are excluded from the calculation. Purchases and sales of securities (excluding short-term securities) for the year ended December 31, 1995 amounted to $2,021,984,610 and $1,889,874,185, respectively. See Notes to Financial Statements. B-66 METROPOLITAN SERIES FUND, INC. FINANCIAL HIGHLIGHTS - -------------------------------------------------------------------------------- PER SHARE OPERATING PERFORMANCE (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
STOCK INDEX PORTFOLIO ------------------------------------------- YEAR ENDED DECEMBER 31, ------------------------------------------- 1995 1994 1993 1992 1991 ------------------------------------------- - ------------------------------------------------------------------------------- NET ASSET VALUE: Beginning of period......................... $13.87 $14.25 $13.27 $12.76 $9.96 - ------------------------------------------------------------------------------- Investment Operations: ---------------------- Net investment income.......... .32 .33 .35 .36 .35 Net realized and unrealized gain (loss)................... 4.79 (.17) .98 .60 2.82 -------- -------- -------- -------- ------- Total From Investment Opera- tions....................... 5.11 .16 1.33 .96 3.17 -------- -------- -------- -------- ------- Less Distributions: ------------------- Dividends from net investment income........................ (.32) (.32) (.35) (.26) (.37) Distributions from net realized capital gains................. (.10) (.22) -- (.19) -- -------- -------- -------- -------- ------- Total Distributions.......... (.42) (.54) (.35) (.45) (.37) -------- -------- -------- -------- ------- - ------------------------------------------------------------------------------- NET ASSET VALUE: End of period.. $18.56 $13.87 $14.25 $13.27 $12.76 - ------------------------------------------------------------------------------- Total Return................... 36.87% 1.18% 9.54% 7.44% 29.76% Supplemental Data/Significant ----------------------------- Ratios: ------- Net assets at end of period (000's)....................... $635,823 $363,001 $282,700 $144,692 $54,183 Operating expenses to average net assets.................... 0.32% 0.33% 0.32% 0.25% 0.24% Net investment income to aver- age net assets................ 2.22% 2.51% 2.51% 2.74% 2.98% Portfolio turnover (1)......... 6.35% 6.66% 13.99% 17.54% 1.18%
- -------------------------------------------------------------------------------- Notes: Total return information shown in the Financial Highlights tables does not reflect expenses that apply at the separate account level or to related insurance products. Inclusion of these charges would reduce the total return figures for all periods shown. (1) The lesser of purchases or sales of portfolio securities for a period, divided by the monthly average of the market value of portfolio securities owned during the period. Securities with a maturity or expiration date at the time of acquisition of one year or less are excluded from the calculation. Purchases and sales of securities (excluding short-term securities) for the year ended December 31, 1995 amounted to $176,294,937 and $30,311,462, respectively. See Notes to Financial Statements. B-67 METROPOLITAN SERIES FUND, INC. FINANCIAL HIGHLIGHTS - -------------------------------------------------------------------------------- PER SHARE OPERATING PERFORMANCE (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
INTERNATIONAL STOCK PORTFOLIO ----------------------------------------------------- FOR THE PERIOD YEAR ENDED DECEMBER 31, MAY 1, 1991 ----------------------------------- TO 1995 1994 1993 1992 DECEMBER 31, 1991 ----------------------------------------------------- - --------------------------------------------------------------------------------- NET ASSET VALUE: Begin- ning of period......... $12.30 $12.33 $8.63 $9.71 $10.00 - --------------------------------------------------------------------------------- Investment Operations: ---------------------- Net investment income.. .03 .08 .02 .05 .05 Net realized and unrealized gain (loss)................ .07 .54 4.52 (1.04) (.20) -------- -------- -------- -------- -------- Total From Investment Operations.......... .10 .62 4.54 (.99) (.15) -------- -------- -------- -------- -------- Less Distributions: ------------------- Dividends from net in- vestment income....... (.04) -- (.26) (.09) (.14) Distributions from net realized capital gains................. (.07) (.65) (.58) -- -- -------- -------- -------- -------- -------- Total Distributions.. (.11) (.65) (.84) (.09) (.14) -------- -------- -------- -------- -------- - --------------------------------------------------------------------------------- NET ASSET VALUE: End of period................. $12.29 $12.30 $12.33 $8.63 $9.71 - --------------------------------------------------------------------------------- Total Return........... 0.84% 5.08% 47.76% (10.21)% (1.55)% Supplemental ------------ Data/Significant Ra- -------------------- tios: ----- Net assets at end of period (000's)........ $297,461 $272,952 $120,781 $18,998 $10,809 Net expenses to average net assets (Note 3)... 1.01% 1.04% 1.14% 0.97% 0.97% (2) Operating expenses to average net assets be- fore voluntary expense reimbursements (Note 3).................... N/A N/A 1.15% N/A N/A Net investment income to average net as- sets.................. 0.21% 0.08% 0.15% 0.89% 1.01% (2) Net investment income to average net assets before voluntary ex- pense reimbursements (Note 3).............. N/A N/A 0.15% N/A N/A Portfolio turnover (1)................... 86.24% 65.84% 88.90% 65.09% 29.41%
- -------------------------------------------------------------------------------- Notes: Total return information shown in the Financial Highlights tables does not reflect expenses that apply at the separate account level or to related insurance products. Inclusion of these charges would reduce the total return figures for all periods shown. (1) The lesser of purchases or sales of portfolio securities for a period, divided by the monthly average of the market value of portfolio securities owned during the period. Securities with a maturity or expiration date at the time of acquisition of one year or less are excluded from the calculation. Purchases and sales of securities (excluding short-term securities) for the year ended December 31, 1995 amounted to $229,872,910 and $261,521,471, respectively. (2) Ratios have been determined on annualized operating results for the period. Twelve-months results may be different. See Notes to Financial Statements. B-68 METROPOLITAN SERIES FUND, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1995 - ------------------------------------------------------------------------------- 1. SIGNIFICANT The Metropolitan Series Fund, Inc. ("Fund") is registered ACCOUNTING under the Investment Company Act of 1940 as a diversified POLICIES open end investment company. The following is a summary of significant accounting policies consistently followed by the Fund in the preparation of its financial statements. The policies are in conformity with generally accepted accounting principles. ------------------------------------------------------------ A. INVESTMENT SECURITY VALUATION: Portfolio securities that are traded on stock exchanges are valued at the last price as of the close of business on the day the securities are being valued, or, lacking any sales, at the mean between closing bid and asked prices. Securities traded in the over-the- counter market are valued at the mean between the bid and asked prices or yield equivalent as obtained from two or more dealers that make markets in the securities. Portfolio securities that are traded in both the over-the-counter market and on a stock exchange are valued according to the broadest and most representative market, and it is expected that for debt securities this ordinarily will be the over- the-counter market. The estimated fair value of equity and debt investments are based on the quoted market price as of December 31, 1995. Securities for which market quotations are not readily available are valued at fair value as determined in good faith by or under the direction of the Board of Directors of the Fund, including valuations furnished by a pricing service retained for this purpose. The market values of foreign securities are recorded after translation to U.S. dollars, based on the exchange rate at the end of the period. Short-term debt securities in all Portfolios, except the Money Market Portfolio, with sixty days or less remaining to maturity are valued at amortized cost, which approximates fair value. Short-term investments in these Portfolios maturing more than sixty days from the valuation date are valued at fair value based on the most recent bid price or yield equivalent as obtained from dealers that make markets in such securities. Portfolio securities in the Money Market Portfolio are valued at amortized cost, which approximates fair value. ------------------------------------------------------------ B. INVESTMENT SECURITY TRANSACTIONS: Security transactions are recorded on the trade date. Securities denominated in foreign currencies are translated at exchange rates prevailing on the respective dates traded. Dividend income is recorded on the ex-dividend date or, for certain foreign securities, when notified; interest income is accrued as earned. Transactions denominated in foreign currencies are recorded at the rate prevailing when earned or incurred. Realized gains and losses are determined on the identified cost basis. Asset and liability accounts that are denominated in foreign currencies are adjusted to reflect current exchange rates prevailing on the respective dates traded. Dividend income is recorded on the ex-dividend date or, for certain foreign securities, when notified; interest income is accrued as earned. Transactions denominated in foreign currencies are recorded at the rate prevailing when earned or incurred. Realized gains and losses are determined on the identified cost basis. Asset and liability accounts that are denominated in foreign currencies are adjusted to reflect current exchange rates. ------------------------------------------------------------ C. FEDERAL INCOME TAXES: It is the Fund's policy to comply with the requirements of the Internal Revenue Code and regulations thereunder applicable to regulated investment companies and to distribute all of its taxable income to shareholders. Therefore, no Federal income tax provision is required. At December 31, 1995, the Income Portfolio had available for federal income tax purposes an unused capital loss carryover of approximately $4,800,000 which will expire on December 31, 2002. ------------------------------------------------------------ D. RETURN OF CAPITAL DISTRIBUTIONS: The Fund distributes all of its taxable income, both net realized gains and net investment income, to shareholders. Effective January 1, 1994 the Fund adopted Statement of Position 93-2: Determination, Disclosure, and Financial Statement Presentation of Income, Capital Gain, and Return of Capital Distributions by Investment Companies. As a result, the Fund changed the classification of distributions to shareholders to better disclose the differences between financial statement amounts and distributions determined in accordance with income tax regulations. ------------------------------------------------------------ E. FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS: A forward foreign currency exchange contract is an agreement between two parties to buy or sell a specific currency for a set price on a future date. The Fund may enter into forward foreign currency exchange contracts to hedge security transactions or holdings denominated in a foreign currency. Should foreign currency exchange rates move unexpectedly, the Fund may not achieve the anticipated benefits of the forward foreign currency exchange contracts and may realize a loss. The use of forward foreign currency exchange contracts involves the risk of imperfect correlation in movements in the price of the underlying hedged assets and foreign currency exchange rates. During the period that a contract is open, changes in the value of the contract are recognized as an unrealized gain or loss by "marking to market" on a daily basis. A realized gain or loss will be recognized when a contract is completed or cancelled. ----------------------------------------------------------- F. ESTIMATES AND ASSUMPTIONS: The preparation of financial statements in conformity with generally accepted accounting principles 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. - ------------------------------------------------------------------------------- 2. RESTRICTED The Income Portfolio holds two securities, the Diversified AND Portfolio holds two securities, and the Aggressive Growth ILLIQUID Portfolio holds three securities that were purchased in SECURITIES private placement transactions. These securities may be resold in transactions exempt from registration or to the public if the securities are registered. The sale of these securities may involve lengthy negotiations and additional expenses. These constraints may affect the security's marketability, and therefore hinder prompt disposal at an acceptable price. The Fund intends to invest no more than 15% of net assets in illiquid and restricted securities, except for the Money Market Portfolio where the restriction is 10% of net assets. Restricted securities (including Rule 144A issues) held at December 31, 1995 are footnoted at the end of each applicable Portfolio's schedule of investments. - ------------------------------------------------------------------------------- B-69 METROPOLITAN SERIES FUND, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1995 - (CONTINUED) - ------------------------------------------------------------------------------- 3. EXPENSES The Fund has entered into investment management agreements with Metropolitan Life. For providing investment management services to the Fund, Metropolitan Life receives monthly compensation at the annual rate of 0.25% of the average daily value of the aggregate net assets of each of the Portfolios except the Aggressive Growth Portfolio and the International Stock Portfolio; and 0.75% of the average daily value of the aggregrate net assets of the Aggressive Growth Portfolio and the International Stock Portfolio. The Fund and Metropolitan Life have entered into sub-investment management agreements with State Street Research & Management Company ("State Street Research"), a wholly-owned subsidiary of Metropolitan Life. The agreements provide for the compensation to State Street Research for the management of the Growth, Income, Diversified, and Aggressive Growth Portfolios. The Fund and Metropolitan Life have entered into a separate sub-investment management agreement with GFM International Investors Limited ("GFM"), a subsidiary of Metropolitan Life, for the International Stock Portfolio. This agreement provides for the compensation to GFM for the management of the International Stock Portfolio. Prior to May 16, 1993, Metropolitan Life was obligated to pay all expenses of each Portfolio of the Fund other than the investment management fees payable to Metropolitan Life, brokerage commissions on portfolio transactions (including any other direct costs related to the acquisition, disposition, lending or borrowing of portfolio investments), taxes payable by the Fund, interest and any other costs related to borrowings by the Fund, and any extraordinary or non-recurring expenses (such as legal claims and liabilities and litigation costs and any indemnification related thereto). Since that date, the Fund has been obligated to pay all of its own expenses. However, Metropolitan Life reserves the right, in its sole discretion, to pay all or a portion of the expenses of the Fund or any of its Portfolios, and to terminate such voluntary payment at any time upon notice to the Board of Directors and shareholders of the Fund. - ------------------------------------------------------------------------------- 4. NET As of December 31, 1995, gross unrealized appreciation and UNREALIZED depreciation of investments were as follows: APPRECIATION (DEPRECIATION)
AGGRESSIVE STOCK INTERNATIONAL GROWTH INCOME DIVERSIFIED GROWTH INDEX STOCK PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO ------------ ------------ ------------ ------------ ------------ ------------- Gross Unrealized Appreciation........... $243,957,065 $15,654,349 $155,713,435 $161,800,842 $156,142,805 $27,656,024 Gross Unrealized (Depreciation)......... (15,413,770) (1,305,441) (13,052,959) (20,574,247) (8,727,902) (29,855,920) ------------ ------------ ------------ ------------ ------------ ------------ Net Unrealized Appreciation (Depreciation) of investments *.......... $228,543,295 $14,348,908 $142,660,476 $141,226,595 $147,414,903 ($2,199,896) ============ ============ ============ ============ ============ ============ Aggregate Cost of Securities (including short-term securities)............ $867,783,969 $331,561,431 $968,287,170 $789,430,230 $490,507,254 $223,982,910 ============ ============ ============ ============ ============ ============
*Does not include unrealized gain of $176,154 for the Income Portfolio, unrealized gain of $221,303 for the Diversified Portfolio, and unrealized (loss) of ($4,226,684) for the International Stock Portfolio related to foreign currency translation (see Note 7.) - ------------------------------------------------------------------------------- B-70 METROPOLITAN SERIES FUND, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1995 - (CONTINUED) - ------------------------------------------------------------------------------- 5. CAPITAL At December 31, 1995, there were 1,000,000,000 shares of STOCK $0.01 par value common stock authorized for the Fund. The ACTIVITY shares of common stock are divided into seven series: Growth Portfolio, Income Portfolio, Money Market Portfolio, Diversified Portfolio, Aggressive Growth Portfolio, Stock Index Portfolio, and International Stock Portfolio. Transaction in shares were as follows:
FOR THE YEAR ENDED DECEMBER 31, 1995 ------------------------------------------------------------------------------------ MONEY AGGRESSIVE STOCK INTERNATIONAL GROWTH INCOME MARKET DIVERSIFIED GROWTH INDEX STOCK PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO --------- ---------- ---------- ----------- ---------- --------- ------------- Shares sold............. 3,995,252 3,424,849 2,020,415 4,105,431 7,831,991 7,780,504 3,922,512 Shares issued to shareholders in reinvestment of dividends.............. 1,993,094 1,749,670 215,689 4,396,902 3,482,172 758,045 217,469 --------- ---------- ---------- ---------- ---------- --------- ---------- Total.................. 5,988,346 5,174,519 2,236,104 8,502,333 11,314,163 8,538,549 4,139,981 Shares redeemed......... (492,914) (2,039,460) (2,175,933) (5,238,484) (996,028) (452,967) (2,129,704) --------- ---------- ---------- ---------- ---------- --------- ---------- Net increase............ 5,495,432 3,135,059 60,171 3,263,849 10,318,135 8,085,582 2,010,277 ========= ========== ========== ========== ========== ========= ==========
FOR THE YEAR ENDED DECEMBER 31, 1994 ------------------------------------------------------------------------------------ MONEY AGGRESSIVE STOCK INTERNATIONAL GROWTH INCOME MARKET DIVERSIFIED GROWTH INDEX STOCK PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO --------- ---------- ---------- ----------- ---------- --------- ------------- Shares sold............. 6,142,486 2,506,649 1,318,284 12,381,148 10,182,836 6,141,029 12,546,614 Shares substituted...... -- -- -- 2,897,145 -- -- -- Shares issued to shareholders in reinvestment of dividends.............. 1,063,713 1,746,162 142,715 2,688,247 65,358 932,960 1,105,341 --------- ---------- ---------- ---------- ---------- --------- ---------- Total.................. 7,206,199 4,252,811 1,460,999 17,966,540 10,248,194 7,073,989 13,651,955 Shares redeemed......... (507,209) (3,728,706) (1,875,018) (2,945,594) (703,360) (747,005) (1,253,398) --------- ---------- ---------- ---------- ---------- --------- ---------- Net increase (decrease)............. 6,698,990 524,105 (414,019) 15,020,946 9,544,834 6,326,984 12,398,557 ========= ========== ========== ========== ========== ========= ==========
- ------------------------------------------------------------------------------- 6. DIVIDEND The Fund distributes, at least annually, substantially all DISTRIBUTIONS net investment income, if any, of each Portfolio, which will then be reinvested in additional full and fractional shares of the Portfolio. All net realized long-term or short-term capital gains of the Fund, if any, are declared and distributed at least annually to the shareholders of the Portfolio or Portfolios to which such gains are attributable. - ------------------------------------------------------------------------------- 7. FOREIGN The fair value of foreign currency contracts is the amount CURRENCY at which they could be settled based on exchange rates TRANSLATIONS obtained from dealers. As of December 31, 1995 the Income Portfolio experienced an unrealized net gain of $181,720 based on the following foreign currency exchange contracts outstanding:
VALUATION AS OF UNREALIZED EXPIRATION CONTRACT DECEMBER 31, APPRECIATION SOLD DATE AMOUNT 1995 (DEPRECIATION) ---- ---------- ----------- ------------ -------------- Australian Dollar 2/16/96 $5,053,902 $5,015,438 $38,464 Canadian Dollar 1/24/96 883,468 872,233 11,235 Canadian Dollar 2/16/96 914,224 908,052 6,172 Danish Kroner 1/24/96 3,785,688 3,727,822 57,866 Danish Kroner 2/16/96 5,488,051 5,424,716 63,335 French Franc 1/24/96 4,696,569 4,762,449 (65,880) German Mark 2/16/96 4,290,780 4,228,111 62,669 Italian Lira 2/16/96 769,102 774,359 (5,257) Pound Sterling 2/16/96 2,109,004 2,069,564 39,440 Spanish Peseta 2/16/96 1,461,038 1,476,929 (15,891) ----------- ----------- -------- $29,451,826 $29,259,673 $192,153 =========== =========== ======== PURCHASED --------- Danish Kroner 1/24/96 $990,198 $979,488 ($10,710) French Franc 1/24/96 191,807 192,084 277 ----------- ----------- -------- $1,182,005 $1,171,572 ($10,433) =========== =========== ======== Net unrealized appreciation.......................... $181,720 ========
B-71 METROPOLITAN SERIES FUND, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1995 - (CONCLUDED) - ------------------------------------------------------------------------------- The Income Portfolio had unrealized translation losses on foreign currency receivables and payables as follows: Unrealized translation (loss): Interest Receivables ($4,507) Interest Reclaim Receivable (62) Tax Expense Payables (997) ------- Net unrealized translation (loss) ($5,566) =======
As of December 31, 1995 the Diversified Portfolio experienced an unrealized net gain of $227,542 based on the following foreign currency exchange contracts outstanding:
VALUATION AS OF UNREALIZED EXPIRATION CONTRACT DECEMBER 31, APPRECIATION SOLD DATE AMOUNT 1995 (DEPRECIATION) ---- ---------- ---------- ------------ -------------- Australian Dollar 2/16/96 $7,289,478 $7,234,176 $55,302 Canadian Dollar 1/24/96 488,536 482,324 6,212 Canadian Dollar 2/16/96 2,263,790 2,250,992 12,798 Danish Kroner 1/24/96 1,793,924 1,766,503 27,421 Danish Kroner 2/16/96 11,050,114 10,927,566 122,548 French Franc 1/24/96 6,404,351 6,493,366 (89,015) German Mark 2/16/96 5,897,163 5,811,032 86,131 Italian Lira 2/16/96 1,589,478 1,600,342 (10,864) Pound Sterling 2/16/96 3,439,138 3,375,179 63,959 Spanish Peseta 2/16/96 1,914,427 1,935,933 (21,506) ---------- ---------- -------- 42,130,399 41,877,413 252,986 ========== ========== ======== PURCHASED --------- Danish Kroner 1/24/96 $990,198 $979,488 ($10,710) Danish Kroner 2/16/96 $1,007,012 $991,759 ($15,253) French Franc 1/24/96 402,341 402,922 581 Pound Sterling 2/16/96 713,598 713,536 (62) ---------- ---------- -------- $3,113,149 $3,087,705 ($25,444) ========== ========== ======== Net unrealized appreciation......................... $227,542 ========
The Diversified Portfolio had unrealized translation losses on foreign currency receivables and payables as follows: Unrealized translation (loss): Interest Receivables ($5,039) Tax Expense Payables (98) Tax Reclaim Receivables (1,102) ------- Net unrealized translation (loss) ($6,239) =======
The International Stock Portfolio had unrealized translation gains and losses on foreign currency receivables and payables as follows: Unrealized translation (loss): Dividend Receivable ($504) Dividend Reclaim Receivable 15,739 Interest Receivables (170) Interest Reclaim Receivable 193 Purchase Payables 60,695 Sales Receivables 463 Tax Expense Payables 131 Cash Denominated in Foreign Currencies (4,303,231) ----------- Net unrealized translation (loss) ($4,226,684) ===========
- ------------------------------------------------------------------------------- 8. PORTFOLIO On June 1, 1994, all shareholders of the GNMA and Equity SUBSTITUTIONS Income Portfolios redeemed their shares and purchased shares of equal aggregate value in the Diversified Portfolio. This was in accordance with the portfolio substitutions initiated by the shareholders of the Fund, whereby on June 1, 1994 the Diversified Portfolio was substituted as an investment vehicle for GNMA and Equity Income Portfolio shareholders. As a result of the substitutions, the net assets in the Diversified Portfolio increased by $40,960,412, while the capital stock increased by 2,897,145 shares. The substitutions were tax-free. - ------------------------------------------------------------------------------- B-72 METROPOLITAN SERIES FUND, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS - ------------------------------------------------------------------------------- METROPOLITAN SERIES FUND GROWTH PORTFOLIO In a record-setting year for the stock market, the Portfolio also delivered strong performance. The Portfolio's total returns more than doubled the average annual returns achieved since the Portfolio's inception in 1983. Total net assets climbed above $1 billion during the year, setting another record. Our strategy emphasized investment in large growth companies. We remained heavily invested in such industries as recreation, hospital supply, and computer software and services. Energy holdings were increased, although they are still underrepresented compared to the S&P 500 Index. At year-end, our heaviest sector concentrations were in technology and in consumer staple stocks. We have begun reducing our large-company holdings from investments in 70-80 companies toward a goal of 50-60 companies to increase our position in areas we believe to be of the best value. Our investment philosophy is to evaluate risk and try to lower turnover and economic sensitivity, while continuing to seek growth of capital and income. INVESTMENT OBJECTIVE To seek long-term growth of capital and income and moderate current income. UNDERLYING INVESTMENTS Invests primarily in common stocks believed to be of good quality or to have good growth potential or which are considered to be undervalued based on historical investment standards. PORTFOLIO COMPOSITION & TOTAL RETURN AS OF DECEMBER 31, 1995 NET ASSETS $1.1 billion COMPOSITION TOP TEN HOLDINGS
% OF TOTAL SECURITY NET ASSETS - -------- ---------- Merck & Co., Inc. .................................................. 2.85% Boeing Co. ......................................................... 2.56% Philip Morris Cos., Inc. ........................................... 2.42% Procter & Gamble Co. ............................................... 2.27% Microsoft Corp. .................................................... 2.26% International Business Machines Corp. .............................. 2.23% Cisco Systems, Inc. ................................................ 2.16% Abbott Laboratories................................................. 2.12% Pfizer, Inc. ....................................................... 2.02% Federal Home Loan Mortgage Corp. ................................... 1.92%
Due to active management, there is no guarantee that the Portfolio currently invests or will continue to invest in the securities or industries listed. PERFORMANCE SUMMARY Comparison of Change in Value of a $10,000 Investment in the Growth Portfolio and the S&P 500 Index from 12/31/85 to 12/31/95. [GRAPH APPEARS HERE INDICATING THE FOLLOWING INFORMATION:] PORTFOLIO S&P 500 INDEX 12/31/85 $10,000 $10,000 12/31/86 11,016 11,867 12/31/87 11,807 12,490 12/31/88 13,069 14,558 12/31/89 17,858 19,163 12/31/90 16,341 18,567 12/31/91 21,748 24,212 12/31/92 24,264 26,054 12/31/93 27,757 28,674 12/31/94 26,854 29,051 12/31/95 35,753 39,955 The above graph does not include withdrawal or surrender charges and Separate Account expenses (general administrative expenses and mortality and expense risk charges or cost of insurance charges). If performance information included the effect of these additional charges, performance would have been lowered. Past performance is no guarantee of future results. Principal value and investment return will vary and you may have a gain or loss when you withdraw your money. AVERAGE ANNUAL TOTAL RETURNS 1yr. 5yr. 10yr. 33.14% 16.95% 13.59%
B-73 METROPOLITAN SERIES FUND, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS - ------------------------------------------------------------------------------- METROPOLITAN SERIES FUND INCOME PORTFOLIO The Portfolio posted a year of exceptional performance, with its total return nearly double its average annual returns dating back to 1983. As the bond market rallied throughout the year, the Portfolio benefitted from declining interest rates, rising bond prices and falling yields. Half of the Portfolio was invested in U.S. Treasuries and nearly one-quarter more of its holdings were in corporate bonds on December 31. The average quality of the Portfolio's securities remained very high. Although conditions remain favorable for the U.S. bond market, we have become somewhat cautious of high valuation levels. We maintain a significant 9% exposure to foreign bond markets in the belief that they may outperform the U.S. market over the next several quarters. INVESTMENT OBJECTIVE To achieve the highest possible total return by combining current income with capital gains, consistent with prudent investment risk and preservation of capital. UNDERLYING INVESTMENTS Invests primarily in fixed income, high-quality debt securities. PORTFOLIO COMPOSITION & TOTAL RETURN AS OF DECEMBER 31, 1995 NET ASSETS $349.9 million AVERAGE BOND QUALITY AAA- (high grade fixed income securities only)
PERFORMANCE SUMMARY Comparison of Change in Value of a $10,000 Investment in the Income Portfolio and the Lehman Brothers Aggregate Index from 12/31/85 to 12/31/95. [GRAPH APPEARS HERE INDICATING THE FOLLOWING INFORMATION:] PORTFOLIO INDEX 12/31/85 $10,000 $10,000 12/31/86 11,963 11,526 12/31/87 11,740 11,844 12/31/88 12,829 12,778 12/31/89 14,541 14,635 12/31/90 15,999 15,946 12/31/91 18,768 18,498 12/31/92 20,065 19,867 12/31/93 22,345 21,804 12/31/94 21,642 21,168 12/31/95 25,873 25,079 The above graph does not include withdrawal or surrender charges and Separate Account expenses (general administrative expenses and mortality and expense risk charges or cost of insurance charges). If performance information included the effect of these additional charges, performance would have been lowered. Past performance is no guarantee of future results. Principal value and investment return will vary and you may have a gain or loss when you withdraw your money. AVERAGE ANNUAL TOTAL RETURNS 1yr. 5yr. 10yr. 19.55% 10.09% 9.97%
B-74 METROPOLITAN SERIES FUND, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS - ------------------------------------------------------------------------------- METROPOLITAN SERIES FUND MONEY MARKET PORTFOLIO Money market rates remained relatively stable during 1995, if one were to compare them to the previous year when rates rose 2.5% to 3.0%. Indeed, rates stayed within a half percentage point range, starting the year slightly over 6% and ending the year somewhat under 6%. The rates were being led by the Federal Funds rate, which slowly leveled off and pointed downward after the previous year's vicious climb. The Federal Reserve was trying to constrain the economy, and to some analysts the Federal Reserve still is constraining money growth by maintaining relatively high real rates of interest. In sharp contrast to the thirty day average maturity of the Portfolio in 1994, the average in 1995 was extended to approximately sixty days in the second and third quarter and within ninety days in the fourth quarter. With an almost universal belief that the Federal Reserve would continue to drop short-term rates, market participants have had to accept lower rates to lock in maturities for longer periods of time. INVESTMENT OBJECTIVE To achieve the highest possible current income consistent with preservation of capital and maintenance of liquidity. UNDERLYING INVESTMENTS Invests primarily in short-term money market instruments. PORTFOLIO COMPOSITION & TOTAL RETURN AS OF DECEMBER 31, 1995 NET ASSETS $40.5 million
PERFORMANCE SUMMARY Comparison of Change in Value of a $10,000 Investment in the Money Market Portfolio and the IBC's Money Fund Report Averages(TM)/All Taxable 30 Day from 12/31/85 to 12/31/95. [GRAPH APPEARS HERE INDICATING THE FOLLOWING INFORMATION:] PORTFOLIO INDEX* 12/31/85 $10,000 $10,000 12/31/86 $10,672 $10,626 12/31/87 $11,336 $11,276 12/31/88 $12,192 $12,078 12/31/89 $13,323 $13,149 12/31/90 $14,420 $14,178 12/31/91 $15,299 $14,987 12/31/92 $15,870 $15,491 12/31/93 $16,330 $15,909 12/31/94 $16,959 $16,474 12/31/95 $17,907 $17,377 - ------- *Source: IBC's Money Fund Report The above graph does not include withdrawal or surrender charges and Separate Account expenses (general administrative expenses and mortality and expense risk charges or cost of insurance charges). If performance information included the effect of these additional charges, performance would have been lowered. Past performance is no guarantee of future results. Principal value and investment return will vary and you may have a gain or loss when you withdraw your money. The Money Market Portfolio is not insured or guaranteed by the U.S. government. AVERAGE ANNUAL TOTAL RETURNS 1yr. 5yr. 10yr. 5.59% 4.43% 6.00%
B-75 METROPOLITAN SERIES FUND, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS - ------------------------------------------------------------------------------- METROPOLITAN SERIES FUND DIVERSIFIED PORTFOLIO As both stock and bond markets set records, the Portfolio also performed very well. Total returns for the year ended December 31 were more than twice the average annual returns recorded since the Portfolio's inception in 1986. In another milestone, total net assets surpassed $1 billion during the year. The Portfolio's equity portion emphasized technology and consumer staple stocks, frequently of large companies. The fixed income portion emphasized Treasury and corporate bonds of very high credit quality. We also added modestly to our stock positions in the finance and energy sectors. After maintaining a slightly heavier bond allocation for most of 1995, we began moving back toward our normal ratio of 60% stocks and 40% bonds in the fourth quarter. Returns from stocks appear to offer more opportunity going forward. Volatility in bonds has increased relative to stock price volatility. INVESTMENT OBJECTIVE To achieve a high total return while attempting to limit investment risk and preserve capital. UNDERLYING INVESTMENTS Invests in equity securities, fixed income debt securities, or short-term money market instruments, or any combination thereof at the discretion of State Street Research & Management Company. PORTFOLIO COMPOSITION & TOTAL RETURN AS OF DECEMBER 31, 1995 NET ASSETS $1.1 billion AVERAGE BOND QUALITY AAA- (high grade fixed income securities only)
COMPOSITION TOP TEN EQUITY HOLDINGS
% OF TOTAL SECURITY NET ASSETS - -------- ---------- Merck & Co., Inc. .................................................. 1.66% Philip Morris Cos., Inc. ........................................... 1.48% Procter & Gamble Co. ............................................... 1.42% Microsoft Corp. .................................................... 1.32% International Business Machines Corp. .............................. 1.28% Federal Home Loan Mortgage Corp. ................................... 1.28% Cisco Systems, Inc. ................................................ 1.25% Abbott Laboratories................................................. 1.24% Boeing Co. ......................................................... 1.18% Pfizer, Inc. ....................................................... 1.17%
Due to active management, there is no guarantee that the Portfolio currently invests or will continue to invest in the securities or industries listed. PERFORMANCE SUMMARY Comparison of Change in Value of a $10,000 Investment in the Diversified Portfolio and the S&P 500 Index and Lehman Brothers Aggregate Index from 7/25/86 to 12/31/95. [GRAPH APPEARS HERE INDICATING THE FOLLOWING INFORMATION:] PORTFOLIO S&P 500 INDEX LEHMAN BROTHERS AGGREGATE INDEX 07/25/86 $10,000 $10,000 $10,000 12/31/86 10,340 10,402 10,477 12/31/87 10,716 10,949 10,766 12/31/88 11,706 12,762 11,615 12/31/89 14,253 16,799 13,303 12/31/90 14,253 16,276 14,494 12/31/91 17,794 21,224 16,814 12/31/92 19,481 22,839 18,059 12/31/93 21,966 25,136 19,819 12/31/94 21,293 25,466 19,241 12/31/95 27,048 35,025 22,796 The above graph does not include withdrawal or surrender charges and Separate Account expenses (general administrative expenses and mortality and expense risk charges or cost of insurance charges). If performance information included the effect of these additional charges, performance would have been lowered. Past performance is no guarantee of future results. Principal value and investment return will vary and you may have a gain or loss when you withdraw your money. AVERAGE ANNUAL TOTAL RETURNS 1yr. 5yr. Inception 27.03% 13.67% 11.11%
B-76 METROPOLITAN SERIES FUND, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS - ------------------------------------------------------------------------------- METROPOLITAN SERIES FUND AGGRESSIVE GROWTH PORTFOLIO The Portfolio advanced in a volatile, record-setting market over the year, and continued its string of strong, average annual returns. At year-end, the market had turned risk-averse, favoring large-cap, blue chip stocks. We reduced our exposure to technology overall and added selectively to holdings in finance and consumer cyclicals. Our diversification at year-end more closely mirrored the asset allocation of the S&P 500 Index. The Portfolio remains focused on top-quality company management, strong earnings growth and attractive valuations. These are important factors in trying to control the risks of investing in high growth stocks. We are attuned to opportunities and special situations and continue to select stocks individually, analyzing their fundamentals from the bottom up. INVESTMENT OBJECTIVE To achieve maximum capital appreciation. UNDERLYING INVESTMENTS Invests primarily in common stocks (and equity and debt securities convertible into or carrying the right to acquire common stocks) of emerging growth companies, undervalued securities or special situations. PORTFOLIO COMPOSITION & TOTAL RETURN AS OF DECEMBER 31, 1995 NET ASSETS $958.9 million
COMPOSITION TOP TEN HOLDINGS
% OF TOTAL SECURITY NET ASSETS - -------- ---------- Sunglass Hut International, Inc. ................................... 3.23% HFS, Inc. .......................................................... 2.99% General Electric Co. ............................................... 2.85% Gucci Group NV...................................................... 2.36% Philip Morris Cos., Inc. ........................................... 2.33% Allstate Corp. ..................................................... 2.14% Northwest Airlines Corp. CLA........................................ 2.12% Halliburton Co. .................................................... 2.06% Tommy Hilfiger Corp. ............................................... 2.02% Travelers, Inc. .................................................... 2.01%
Due to active management, there is no guarantee that the Portfolio currently invests or will continue to invest in the securities or industries listed. PERFORMANCE SUMMARY Comparison of Change in Value of a $10,000 Investment in the Aggressive Growth Portfolio and the S&P 500 Index from 4/29/88 to 12/31/95. [GRAPH APPEARS HERE INDICATING THE FOLLOWING INFORMATION:] PORTFOLIO S&P 500 INDEX 04/29/88 $10,000 $10,000 12/31/88 10,521 10,910 12/31/89 13,776 14,360 12/31/90 12,351 13,914 12/31/91 20,553 18,144 12/31/92 22,688 19,524 12/31/93 27,822 21,488 12/31/94 27,298 21,770 12/31/95 35,350 29,941 The above graph does not include withdrawal or surrender charges and Separate Account expenses (general administrative expenses and mortality and expense risk charges or cost of insurance charges). If performance information included the effect of these additional charges, performance would have been lowered. Past performance is no guarantee of future results. Principal value and investment return will vary and you may have a gain or loss when you withdraw your money. AVERAGE ANNUAL TOTAL RETURNS 1yr. 5yr. Inception 29.50% 23.41% 17.87%
B-77 METROPOLITAN SERIES FUND, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS - ------------------------------------------------------------------------------- METROPOLITAN SERIES FUND STOCK INDEX PORTFOLIO In 1995, the S&P 500 Index had its best one-year return since 1958. Throughout the year, stocks were helped by good profit growth and by global optimism regarding low inflation and reduced government deficits. In addition, merger and acquisition activity, corporate share repurchases and inflows into equity mutual funds all boosted stock prices. The Stock Index Portfolio reflected good performance by the stocks of the large multi-national corporations, which are a significant component of the S&P 500 Index. The Stock Index Portfolio continued to follow its strategy of investing virtually all its assets in stocks of companies in the S&P 500 Index. The Portfolio uses a computerized stock selection procedure to allocate its holdings among industries and specific stocks in order to achieve returns close to those of the S&P 500 Index. INVESTMENT OBJECTIVE To equal the performance of the Standard & Poor's 500 Composite Stock Price Index (adjusted to assume reinvestment of dividends). UNDERLYING INVESTMENTS Invests in the common stocks of companies that are included in the S&P 500 Index. PORTFOLIO COMPOSITION & TOTAL RETURN AS OF DECEMBER 31, 1995 NET ASSETS $635.8 million
COMPOSITION TOP TEN HOLDINGS
% OF TOTAL SECURITY NET ASSETS - -------- ---------- General Electric Co. ............................................... 2.58% AT & T Corp. ....................................................... 2.27% Exxon Corp. ........................................................ 2.15% Coca-Cola Co. ...................................................... 1.98% Merck & Co., Inc. .................................................. 1.77% Royal Dutch Petroleum Co. .......................................... 1.64% Philip Morris Cos., Inc. ........................................... 1.60% Procter & Gamble Co. ............................................... 1.22% Johnson & Johnson................................................... 1.20% Wal-Mart Stores, Inc. .............................................. 1.11%
Due to active management, there is no guarantee that the Portfolio currently invests or will continue to invest in the securities or industries listed. PERFORMANCE SUMMARY Comparison of Change in Value of a $10,000 Investment in the Stock Index Portfolio and the S&P 500 Index from 5/1/90 to 12/31/95. [GRAPH APPEARS HERE INDICATING THE FOLLOWING INFORMATION:] PORTFOLIO S&P 500 INDEX 05/01/90 $10,000 $10,000 12/31/90 $10,195 10,245 12/31/91 $13,229 13,359 12/31/92 $14,213 14,376 12/31/93 $15,569 15,821 12/31/94 $15,753 16,029 12/31/95 $21,561 22,046 The above graph does not include withdrawal or surrender charges and Separate Account expenses (general administrative expenses and mortality and expense risk charges or cost of insurance charges). If performance information included the effect of these additional charges, performance would have been lowered. Past performance is no guarantee of future results. Principal value and investment return will vary and you may have a gain or loss when you withdraw your money. AVERAGE ANNUAL TOTAL RETURNS 1yr. 5yr. Inception 36.87% 16.16% 14.52%
B-78 METROPOLITAN SERIES FUND, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS - ------------------------------------------------------------------------------- METROPOLITAN SERIES FUND INTERNATIONAL STOCK PORTFOLIO 1995's mixed performance in the international markets was reflected in the International Stock Portfolio. The first quarter saw the most negative market action. The Portfolio had moved away from emerging markets before their sharp fall in January, but its exposure to Japan at the time of the Kobe earthquake had a severe impact on it. Rounding out the difficult first quarter was extreme volatility in currency markets, lending further uncertainty to already rocky markets. By the second quarter, the strength in international bond markets and the U.S. stock market began filtering through to large global companies trading on the European exchanges. Much of the Portfolio's subsequent underperformance may be attributed to its higher exposure to medium- and smaller-size companies, which tend to move with their underlying domestic economies rather than the U.S. economy. Looking forward, the Portfolio is well-positioned to take advantage of a resurgent Japanese economy, as well as the worsening supply imbalance in a number of raw materials. In addition, very few sectors within the international markets participated in last year's rise, which potentially may lead to a more favorable market. INVESTMENT OBJECTIVE/UNDERLYING INVESTMENTS To achieve long-term growth of capital by investing primarily in common stocks and equity-related securities of non-United States companies. PORTFOLIO COMPOSITION & TOTAL RETURN AS OF DECEMBER 31, 1995 NET ASSETS $297.5 million
COMPOSITION TOP TEN HOLDINGS BASED ON THE LOCATION OF THE COMPANY'S PRINCIPAL OPERATION
% OF TOTAL SECURITY NET ASSETS - -------- ---------- Emtech (Bermuda) Units (Ukraine).................................... 1.45% Avocet Ventures, Inc. (Canada)...................................... 1.10% Sumitomo Realty & Development Co. Ltd. (Japan)...................... 1.09% Tokio Marine & Fire Insurance Co. Ltd. (Japan)...................... 1.01% Electrophoretics (United Kingdom)................................... 0.97% Waverly Mining Finance PLC (United Kingdom)......................... 0.93% Nelson Gold Ltd. (Tajikistan)....................................... 0.86% British Biotech (United Kingdom).................................... 0.86% Nippon Shinpan Co. Ltd. (Japan)..................................... 0.84% Mitsukoshi (Japan).................................................. 0.81%
ASSET ALLOCATION BY COUNTRY AND GEOGRAPHY ON 12/31/95 BASED ON MARKET VALUE OF INVESTMENTS [PIE CHART APPEARS HERE SHOWING THE FOLLOWING PERCENTAGES:] United Kingdom...................................................... 19.0% Japan............................................................... 23.4% Germany............................................................. 8.2% France.............................................................. 7.0% Australia........................................................... 5.2% Canada.............................................................. 5.1% Other Europe........................................................ 11.6% Other Asia/Pacific Basin............................................ 17.9% Other African/Latin American Basin.................................. 2.6%
Due to active management, there is no guarantee that the Portfolio currently invests or will continue to invest in the securities or countries listed. PERFORMANCE SUMMARY Comparison of Change in Value of a $10,000 Investment in the International Stock Portfolio and the Morgan Stanley EAFE Index from 5/1/91 to 12/31/95. [GRAPH APPEARS HERE INDICATING THE FOLLOWING INFORMATION:] Portfolio Index --------- ------- 05/01/91.............................. $10,000 $10,000 12/31/91.............................. $9,845 10,335 12/31/92.............................. $8,840 9,077 12/31/93.............................. $13,062 12,033 12/31/94.............................. $13,725 12,969 12/31/95.............................. $13,841 14,422
The Average Annual Total Returns were not materially affected by Metropolitan Life Insurance Company's subsidy of certain expenses for part of 1993, and did not produce return figures different from those displayed. The above graph does not include withdrawal or surrender charges and Separate Account expenses (general administrative expenses and mortality and expense risk charges or cost of insurance charges). If performance information included the effect of these additional charges, performance would have been lowered. Past performance is no guarantee of future results. Principal value and investment return will vary and you may have a gain or loss when you withdraw your money. AVERAGE ANNUAL TOTAL RETURNS 1yr. Inception .84% 7.21%
B-79 METROPOLITAN SERIES FUND, INC. --------------------- Principal Office of the Fund 1 Madison Avenue New York, New York 10010 (212) 578-2674 --------------------- Investment Manager Metropolitan Life Insurance Company 1 Madison Avenue New York, New York 10010 (Principal Business Address) (212) 578-5364 Sub-Investment Managers State Street Research & Management Company One Financial Center Boston, Massachusetts 02111 (Principal Business Address) GFM International Investors Limited 5 Upper St. Martins Lane London, England WC2H 9EA (Mailing Address) Custodian and Transfer Agent State Street Bank and Trust Company 225 Franklin Street Boston, Massachusetts 02110 (Principal Business Address) NO DEALER, SALESMAN, OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMA- TION OR TO MAKE ANY REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS PRO- SPECTUS, IN CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAV- ING BEEN AUTHORIZED BY THE FUND, METROPOLITAN LIFE, STATE STREET RESEARCH, GFM OR METROPOLITAN TOWER. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY STATE IN WHICH SUCH OFFERING MAY NOT LAWFULLY BE MADE. PART C. OTHER INFORMATION ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS (A) FINANCIAL STATEMENTS: Included in Prospectus: Financial Highlights for the Period June 24, 1984 to December 31, 1995 Included in Part B: INDEPENDENT AUDITORS' REPORT Schedule of Investments as of December 31, 1995--Growth Portfolio Schedule of Investments as of December 31, 1995--Income Portfolio Schedule of Investments as of December 31, 1995--Money Market Portfolio Schedule of Investments as of December 31, 1995--Discretionary (now known as Diversified) Portfolio Schedule of Investments as of December 31, 1995--Aggressive Growth Portfolio Schedule of Investments as of December 31, 1995--Stock Index Portfolio Schedule of Investments as of December 31, 1995--International Stock Portfolio Statements of Assets and Liabilities, December 31, 1995 Statements of Operations for the year ended December 31, 1995 Statements of Changes in Net Assets for the year ended December 31, 1995 and the year ended December 31, 1994 Financial Highlights for the Period January 1, 1989 to December 31, 1995 NOTES TO FINANCIAL STATEMENTS MANAGEMENT'S DISCUSSION AND ANALYSIS (B) EXHIBITS:
EXHIBIT NUMBER DESCRIPTION PAGE ------- ----------- ---- 1. --Articles of Incorporation of Registrant, as amended May 23, 1983 1(b). --Articles Supplementary of Registrant 1(c). --Articles Supplementary of Registrant 1(d). --Articles Supplementary of Registrant 1(e). --Articles Supplementary of Registrant 1(f). --Articles Supplementary of Registrant 1(g). --Articles Supplementary of Registrant 2. --By-Laws of Registrant, as amended January 27, 1988 3. --None 4. --Specimen certificates for shares of common stock of Regis- trant 5(a). --Investment Management Agreements, as amended, relating to Growth, Income, Money Market, Diversified, Aggressive Growth, Stock Index and International Stock Portfolios 5(b). --Sub-Investment Management Agreements relating to Growth, In- come and Diversified Portfolios 5(c). --Sub-Investment Management Agreement relating to Aggressive Growth Portfolio 5(d). --Sub-Investment Management Agreement relating to International Stock Portfolio 5(e). --Amended Sub-Investment Management Agreement relating to In- ternational Stock Portfolio 6(a). --Distribution Agreement 6(b). --Addendum to Distribution Agreement 6(c). --Second Addendum to Distribution Agreement 7. --None 8(a). --Custodian Agreement with State Street Bank & Trust Company 8(b). --Revised schedule of remuneration 8(c). --Amendment to Custodian Agreement 8(d). --Amendments to Custodian Agreement
C-1
EXHIBIT NUMBER DESCRIPTION PAGE ------- ----------- ----- 9(a). --Transfer Agency Agreement 9(b). --Agreement relating to the use of the "Metropolitan" name and service marks 10(a). --Opinion and Consent of Counsel with respect to the shares of the Growth, Income and Money Market Portfolios 10(b). --Opinion and Consent of Counsel with respect to the shares of the Diversified and GNMA Portfolios 10(c). --Opinion and Consent of Counsel with respect to the shares of the Aggressive Growth and Equity Income Portfolios 10(d). --Opinion and Consent of Counsel with respect to the shares of the Stock Index Portfolio 10(e). --Opinion and Consent of Counsel with respect to the shares of the International Stock Portfolio 11(a). --Consent of Independent Public Accountants 11(b). --Consent of Freedman, Levy, Kroll & Simonds 12. --None 13(a). --Stock Purchase Agreement 13(b). --Supplementary Stock Purchase Agreement 13(c). --Second Supplementary Stock Purchase Agreement 13(d). --Third Supplementary Stock Purchase Agreement 13(e). --Fourth Supplementary Stock Purchase Agreement 13(f). --Fifth Supplementary Stock Purchase Agreement 14. --None 15. --None 16(a). --Powers of Attorney 16(b). --Powers of Attorney for Messrs. Hodgman, Tweedie and Zito/1/ 17. --Specimen Price Make-Up Sheet 27. --Financial Data Schedule
- -------- /1/ Filed with Post-Effective Amendment No. 16 to this Registration Statement on April 28, 1995. C-2 ORGANIZATIONAL STRUCTURE OF METROPOLITAN AND SUBSIDIARIES AS OF DECEMBER 31, 1995 The following is a list of subsidiaries of Metropolitan Life Insurance Company ("Metropolitan") as of December 31, 1995. Those entities which are listed at the left margin (labelled with capital letters) are direct subsidiaries of Metropolitan. Unless otherwise indicated, each entity which is indented under another entity is a subsidiary of such indented entity and, therefore, an indirect subsidiary of Metropolitan. Certain inactive subsidiaries have been omitted from the Metropolitan Organizational listing. The voting securities (excluding directors' qualifying shares, if any) of the subsidiaries listed are 100% owned by their respective parent corporations, unless otherwise indicated. The jurisdiction of domicile of each subsidiary listed is set forth in the parenthetical following such subsidiary. A. Metropolitan Tower Corp. (Rhode Island) 1. Metropolitan Property and Casualty Insurance Company (Rhode Island) a. Metropolitan Group Property and Casualty Insurance Company (Rhode Island) i. Metropolitan Reinsurance Company (U.K.) Limited (Great Britain) b. Metropolitan Casualty Insurance Company (Rhode Island) c. Metropolitan General Insurance Company (Rhode Island) d. First General Insurance Company (Georgia) e. Metropolitan P&C Insurance Services, Inc. (California) f. Metropolitan Lloyds, Inc. (Texas) 2. Metropolitan Insurance and Annuity Company (Delaware) a. MetLife Europe I, Inc. (Delaware) b. MetLife Europe II, Inc. (Delaware) c. MetLife Europe III, Inc. (Delaware) d. MetLife Europe IV, Inc. (Delaware) e. MetLife Europe V, Inc. (Delaware) 3. MetLife General Insurance Agency, Inc. (Delaware) a. MetLife General Insurance Agency of Alabama, Inc. (Alabama) b. MetLife General Insurance Agency of Kentucky, Inc. (Kentucky) c. MetLife General Insurance Agency of Mississippi, Inc. (Mississippi) d. MetLife General Insurance Agency of Texas, Inc. (Texas) e. MetLife General Insurance Agency of North Carolina, Inc. (North Carolina) C-3 4. Metropolitan Asset Management Corporation (Delaware) a. MetLife Capital Holdings, Inc. (Delaware) i. MetLife Capital Corporation (Delaware) (1) Searles Cogeneration, Inc. (Delaware) (2) MLYC Cogen, Inc. (Delaware) (3) MCC Yerkes Inc. (Washington) (4) MetLife Capital, Limited Partnership (Delaware). Partnership interests in MetLife Capital, Limited Partnership are held by Metropolitan (90%) and MetLife Capital Corporation (10%). (5) CLJ Finco, Inc. (Delaware) (a) MetLife Capital Credit L.P. (Delaware). Partnership interests in MetLife Capital Credit L.P. are held by Metropolitan (90%) and CLJ Finco, Inc. (10%). (6) MetLife Capital Portfolio Investments, Inc. (Nevada) (a) MetLife Capital Funding Corp. (Delaware) ii. MetLife Capital Financial Corporation (Delaware) C-4 iii. MetLife Financial Acceptance Corporation (Delaware). MetLife Capital Holdings, Inc. holds 100% of the voting preferred stock of MetLife Financial Acceptance Corporation. Metropolitan Property and Casualty Insurance Company holds 100% of the common stock of MetLife Financial Acceptance Corporation. b. MetLife Investment Management Corporation (Delaware) i. MetLife Investments Limited (United Kingdom). 23rd Street Investments, Inc. holds one share of MetLife Investments Limited. c. MetLife Realty Group, Inc. (Delaware) d. GFM International Investors Limited (United Kingdom). The common stock of GFM International Investors Limited ("GFM") is held by Metropolitan (99.5%) and by an employee of GFM (.5%). GFM is a sub-investment manager for the International Stock Portfolio of Metropolitan Series Fund, Inc. i. GFM Investments Limited (United Kingdom) 5. SSRM Holdings, Inc. (Delaware) a. State Street Research & Management Company (Delaware). Is a sub- investment manager for the Growth, Income, Diversified and Aggressive Growth Portfolios of Metropolitan Series Fund, Inc. i. State Street Research Energy, Inc. (Massachusetts) ii. State Street Research Investment Services, Inc. (Massachusetts) iii. State Street Gefinor Fund Management Company S.A. (Luxembourg) b. Metric Holdings, Inc. (Delaware) i. Metric Management Inc. (Delaware) ii. Metric Realty Corp. (Delaware) (1) Metric Realty Services, Inc. (Delaware) Metric Holdings Inc. and Metric Realty Corp. each hold 50% of the common stock of Metric Realty Services, Inc. iii. Metric Realty (Illinois). Metric Realty Corp. and Metric Holdings, Inc. each hold 50% of the common stock of Metric Realty. (1) Metric Capital Corporation (California) (2) Metric Assignor, Inc. (California) (3) Metric Institutional Realty Advisors, Inc. (California) (4) Metric Institutional Realty Advisors, L.P. (California). Metric Realty holds a 99% limited partnership interest and Metric Institutional Realty Advisors, Inc. holds a 1% C-5 interest as general partner in Metric Institutional Realty Advisors, L.P. (5) Metric Institutional Apartment Fund II, L.P. (California). Metric Realty holds a 1% interest as general partner and Metropolitan holds an approximately 14.6% limited partnership interest in Metric Institutional Apartment Fund II, L.P. 6. MetLife Holdings, Inc. (Delaware) a. MetLife Funding, Inc. (Delaware) b. MetLife Credit Corp. (Delaware) 7. Metropolitan Tower Realty Company, Inc. (Delaware) 8. MetLife Real Estate Advisors, Inc. (California) 9. MetLife HealthCare Holdings, Inc. (Delaware) B. Metropolitan Tower Life Insurance Company (Delaware) C. MetLife Security Insurance Company of Louisiana (Louisiana) D. MetLife Texas Holdings, Inc. (Delaware) 1. Texas Life Insurance Company (Texas) a. Texas Life Agency Services, Inc. (Texas) b. Texas Life Agency Services of Kansas, Inc. (Kansas) E. MetLife Securities, Inc. (Delaware) F. 23rd Street Investments, Inc. (Delaware) G. Metropolitan Life Holdings Limited (Ontario, Canada) 1. Metropolitan Life Financial Services Limited (Ontario, Canada) 2. Metropolitan Life Financial Management Limited (Ontario, Canada) a. Metropolitan Life Insurance Company of Canada (Canada) C-6 3. Morguard Investments Limited (Ontario, Canada) Shares of Morguard Investments Limited ("Morguard") are held by Metropolitan Life Holdings Limited (80%) and by employees of Morguard (20%). 4. Services La Metropolitaine Quebec, Inc. (Quebec, Canada) 5. 167080 Canada, Inc. (Canada) a. 446068 B.C. Ltd. (British Columbia, Canada) H. MetLife (UK) Limited (Great Britain) 1. Albany Life Assurance Company Limited (Great Britain) a. Albany Pension Managers and Trustees Limited (Great Britain) 2. Albany Home Loans Limited (Great Britain) 3. ACFC Corporate Finance Limited (Great Britain) 4. Metropolitan Unit Trust Managers Limited (Great Britain) 5. Albany International Assurance Limited (Isle of Man) 6. MetLife Group Services Limited (Great Britain) I. Santander Met, S.A. (Spain). Shares of Santander Met, S.A. are held by Metropolitan (50%) and by an entity (50%) unaffiliated with Metropolitan. 1. Seguros Genesis, S.A. (Spain) 2. Genesis Seguros Generales, Sociedad Anomina de Seguros y Reaseguros (Spain) J. Kolon-Met Life Insurance Company (Korea). Shares of Kolon-MetLife Insurance Company are held by Metropolitan (51%) and by an entity (49%) unaffiliated with Metropolitan. C-7 K. Metropolitan Life Seguros de Vida S.A. (Argentina) L. Genesis Seguros de Retiro S.A. (Argentina). Shares of Genesis Seguros de Retiro S.A. are held by Metropolitan (39%) and by an entity (61%) unaffiliated with Metropolitan. M. 2945835 Canada Inc. (Canada) N. Metropolitan Marine Way Investments Limited (British Columbia, Canada) O. Met Life Holdings Luxembourg (Luxembourg) P. Metropolitan Life Holdings, Netherlands BV (Netherlands) Q. MetLife International Holdings, Inc. (Delaware) R. Metropolitan Life Insurance Company of Hong Kong Limited (Hong Kong) C-8 S. Metropolitan Realty Management, Inc. (Delaware) 1. Edison Supply and Distribution, Inc. (Delaware) 2. Cross & Brown Company (New York) a. Cross & Brown Residentials, Inc. (New York) b. Cross & Brown Company of Florida, Inc. (Florida) c. Cross & Brown Associates of New York, Inc. (New York) d. Cross & Brown Associates of New Jersey, Inc. (New Jersey) e. Subrown Corp. (New York) f. Cross & Brown Construction Corp. (New York) g. CBNJ, Inc. (New Jersey) h. Cross & Brown of Connecticut, Inc. (Connecticut) T. MetPark Funding, Inc. (Delaware) U. 2154 Trading Corporation (New York) V. Transmountain Land & Livestock Company (Montana) W. Met West Agribusiness, Inc. (Delaware) X. Farmers National Company (Nebraska) 1. Farmers National Commodities, Inc. (Nebraska) C-9 Z. Nebraska Farms, Inc. (Nebraska) AA. Met Farm and Ranch Properties, Inc. (Delaware) AB. City Trust Services, National Association (United States) In addition to the entities listed above, Metropolitan (or where indicated an affiliate) also owns an interest in the following entities, among others: 1) CP&S Communications, Inc., a New York corporation, holds federal radio communications licenses for equipment used in Metropolitan owned facilities and airplanes. It is not engaged in any business. C-10 2) Quadreal Corp., a New York corporation, is the fee holder of a parcel of real property subject to a 999 year prepaid lease. It is wholly-owned by Metropolitan, having been acquired by a wholly-owned subsidiary of Metropolitan in 1973 in connection with a real estate investment and transferred to Metropolitan in 1988. 3) Met Life International Real Estate Equity Shares, Inc., a Delaware corporation, is a real estate investment trust. Metropolitan owns approximately 18.4% of the outstanding common stock of this company and has the right to designate 2 of the 5 members of its Board of Directors. 4) Metropolitan Structures is a general partnership in which Metropolitan owns a 50% interest. Metropolitan Structures owns 100% of the common stock of Cicero/Cermak Corporation, an Illinois corporation, which owns and manages a shopping center in Illinois. Metropolitan Structures, Inc., an Illinois corporation, is a property manager. Metropolitan Structures, Inc. is wholly- owned by Metropolitan Structures. Metropolitan Structures, Inc. is the sole general partner of MS Management Services, L.P., an Illinois limited partnership in which Metropolitan has a 49.5% interest as a limited partner. 5) Metropolitan Structures West, Inc. (doing business as MS Management Services), a California corporation, is a property manager in California. Metropolitan owns 50% of the capital stock of Metropolitan Structures West, Inc. 6) Seguros Genesis, S.A. (Mexico), is a Mexican insurer in which Metropolitan and two of its subsidiaries collectively own a 24.5% interest and have the right to designate 2 of the 9 members of the Board of Directors. C-11 7) Interbroker, Correduria de Reaseguros, S.A., is a Spanish insurance brokerage company in which Santander Met, S.A., a subsidiary of Metropolitan in which Metropolitan owns a 50% interest, owns a 50% interest and has the right to designate 2 of the 4 members of the Board of Directors. 8) Metropolitan owns varying interests in certain mutual funds distributed by its affiliates. These ownership interests are generally expected to decrease as shares of the funds are purchased by unaffiliated investors. 9) Metropolitan Lloyds Insurance Company of Texas, an affiliated association, provides homeowner and related insurance for the Texas market. It is an association of individuals designated as underwriters. Metropolitan Lloyds, Inc., a subsidiary of Metropolitan Property and Casualty Insurance Company, serves as the attorney-in-fact and manages the association. 10) Mezzanine Investment Limited Partnerships ("MILPs"), Delaware limited partnerships, are investment vehicles through which investments in certain entities are held. A wholly-owned subsidiary of Metropolitan serves as the general partner of the limited partnerships and Metropolitan directly owns a 99% limited partnership interest therein. The MILPs have various ownership interests in certain companies. The various MILPs own, directly or indirectly, more than 50% of the common stock of the following companies: Coating Technologies International, Inc., Dan River, Inc.; Igloo Holdings, Inc. and its subsidiary, Igloo Products Corporation; Blodgett Holdings, Inc., and its subsidiaries, GS Blodgett Corporation, GS Blodgett International Ltd., GS Blodgett Inc., Pitco Frialator, Inc., Frialator International Limited, Magikitch'n, Inc., and Cloverleaf Properties, Inc.; and Briggs Holdings, Inc., and its subsidiary, Briggs Plumbing Products, Inc. C-12 ITEM 26. NUMBER OF HOLDERS OF SECURITIES.
NUMBER OF RECORD HOLDERS AT FEBRUARY 1, TITLE OF CLASS 1996 -------------- -------------- Common stock, par value $0.01 per share................ 6
ITEM 27. INDEMNIFICATION. (a) Maryland Law and By-Laws. The Registrant is required by Article V of its By-Laws to indemnify or advance expenses to directors and officers (or former directors and officers) to the extent permitted or required by the Maryland General Corporation Law ("MGCL") and, in the case of officers (or former officers), only to the extent specifically authorized by resolution of the Board of Directors. Section 2-418 of the MGCL permits indemnification of a director against judgments, penalties, fines, settlements and reasonable expenses actually incurred by the director in connection with any proceeding to which he has been made a party by reason of service as a director, unless it is established that (i) the director's act or omission was material to the matter giving rise to the proceeding and was committed in bad faith or was the result of active and deliberate dishonesty; or (ii) the director actually received an improper personal benefit in money, property or services; or (iii) in the case of a criminal proceeding, the director had reasonable cause to believe that the act or omission was unlawful. However, indemnification may not be made in any proceeding by or in the right of the corporation in which the director has been adjudged to be liable to the corporation. In addition, a director may not be indemnified in respect of any proceeding charging improper personal benefit to the director, whether or not involving action in the director's official capacity, in which the director was adjudged to be liable on the basis that personal benefit was improperly received. Section 2-418 of the MGCL also requires a corporation, unless limited by its charter, to indemnify a director who has been successful in the defense of a proceeding against reasonable expenses incurred. Reasonable expenses incurred by a director may be paid or reimbursed by a corporation in advance the final disposition of a proceeding upon the receipt of certain written affirmations and undertakings required by Section 2-418. Unless limited by its directors, a Maryland corporation may indemnify and advance expenses to an officer to the same extent it may indemnify a director, and is required to indemnify an officer to the extent required for a director. Notwithstanding the foregoing, Article V of the Registrant's By-Laws provides that nothing contained therein shall be construed to protect any director or officer against any liability to the Registrant or its security holders to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office. (b) Distribution Agreement. Under the distribution agreement between the Registrant and Metropolitan Life, Metropolitan Life agreed to indemnify and hold harmless any officer or director (or any former officer or director) or any controlling person of the Registrant from damages and expenses arising out of actual or alleged misrepresentations or omissions to state material facts on the part of Metropolitan Life or persons for whom it is responsible or the negligence of any such persons in rendering services under the agreement. (c) Undertaking. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer, or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the C-13 Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. (d) Insurance. The Registrant's directors are indemnified by Metropolitan Life in the same manner and to the same extent as Metropolitan Life's directors. In addition thereto, Metropolitan Life has purchased an Investment Counselors Errors and Omissions Policy to insure the Registrant's directors and officers. ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT MANAGER. Metropolitan Life is a mutual life insurance company which sells insurance policies and annuity contracts. It is authorized to transact business in all states of the United States, the District of Columbia, Puerto Rico and all Provinces of Canada. Its Home Office is located at 1 Madison Avenue, New York, New York 10010 (telephone number 212-578-6130). On December 31, 1995 it had total life insurance in force of approximately $1.3 trillion and total assets under management of over $179 billion. Metropolitan Life is the parent of Metropolitan Tower. Metropolitan Life also serves as the investment adviser for certain other advisory clients. Set forth below is a list of each director of Metropolitan Life indicating each business, profession, vocation or employment of a substantial nature in which each such person has been, at any time during the past two fiscal years, engaged for his or her own account or in the capacity of director, officer, partner or trustee.
ORGANIZATION AND PRINCIPAL NAME POSITION BUSINESS ADDRESS OF ORGANIZATION ---- -------- -------------------------------- Theodossios Athanassiades. Vice-Chairman of the Metropolitan Life Insurance Company, Board and Director, New York, NY since 12/95; prior thereto, President and Chief Operating Officer. Director/Officer Certain wholly-owned subsidiaries of Metropolitan Life Insurance Co., New York, NY Chairman of the Board GFM International Investors Limited, and Director London, England Director HABA Advisory Board, New York, NY Curtis H. Barnette........ Chairman of the Board Bethlehem Steel Corporation and Chief Executive Bethlehem, PA Officer Vice-Chairman and International Iron and Steel Director Institute, Brussels, Belgium Chairman Pennsylvania Business Roundtable, Harrisburg, PA Vice-Chairman and American Iron and Steel Institute, Director Washington, DC Director and former West Virginia University Foundation, Chairman Morgantown, WV Trustee Lehigh University Bethlehem, PA
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ORGANIZATION AND PRINCIPAL NAME POSITION BUSINESS ADDRESS OF ORGANIZATION ---- -------- -------------------------------- Joan Ganz Cooney.. Chairman, Executive Com- Children's Television Workshop, mittee New York, NY Director Johnson & Johnson, New Brunswick, NJ Director (until 1995) Xerox Corporation, Stamford, CT Director (until 1995) Chase Manhattan Bank, N.A., New York, NY Trustee National Child Labor Committee, New York, NY Director (until 1995) Chase Manhattan Corporation, New York, NY Trustee Children's Television Workshop, New York, NY Trustee WNET/13, New York, NY James R. Houghton. Retired Director, Chair- Corning Incorporated, Corning, NY man of the Board and Chief Executive Officer (until 4/96) Director Dow Corning Corporation, Midland, MI Director J.P. Morgan & Co., Inc., New York, NY Director Morgan Guaranty Trust Co., New York, NY Director Exxon Corp., Dallas, TX Harry Paul Kamen.. Chairman of the Board, Metropolitan Life Insurance Company, President and Chief New York, NY Executive Officer, since 12/95; prior thereto, Chairman of the Board and Chief Executive Officer Director Bethlehem Steel Corporation, Bethlehem, PA Director/Officer Certain wholly-owned subsidiaries of Metropolitan Life Insurance Company, New York, NY Director Banco Santander, Madrid, Spain Director and Treasurer New York City Partnership, New York, NY Member of the Board New York Chamber of Commerce and Industry, New York, NY Director American Council of Life Insurance, Washington, DC Director (until 1995) The MetraHealth Companies, Inc. McLean, VA Director ACLI Life, Washington, DC Director Health Medical Research Fund, New York, NY
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ORGANIZATION AND PRINCIPAL NAME POSITION BUSINESS ADDRESS OF ORGANIZATION ---- -------- -------------------------------- Helene L. Kaplan..... Of Counsel Skadden, Arps, Slate, Meagher & Flom, New York, NY Director Chemical Banking Corporation, New York, NY Director Chemical Bank, New York, NY Director May Department Stores Co., New York, NY Chairman, Board of Barnard College, New York, NY Trustees Director (until 1994) MITRE Corp., Bedford, MA Director Mobil Corp., New York, NY Director NYNEX Corporation, New York, NY Director Council on Foreign Relations, Washington, DC Richard J. Mahoney... Chairman of the Monsanto Company, St. Louis, MO Executive Committee and Director since 4/95; prior thereto, Retired Chairman of the Board and Chief Executive Officer; prior thereto, Chairman of the Board and Chief Executive Officer Director (until 1995) G. D. Searle & Co., Skokie, IL Director (until 1995) U.S.--U.S.S.R. Business Council, New York, NY Director (until 1995) The NutraSweet Co., Skokie, IL Director Union Pacific Corporation, Bethlehem, PA Allen E. Murray...... Retired Chairman of the Mobil Corporation, New York, NY Board, Director and Chief Executive Offi- cer, since 3/94; prior thereto, Chairman of the Board and Chief Executive Officer Director Morgan Stanley Group Inc., New York NY Director Minnesota Mining and Manufacturing Co., St. Paul, MN Director (until 3/94) Mobil Oil Corporation, New York, NY Director American Petroleum Institute, Washington, DC Director Lockheed Martin Corporation, Bethesda, MD John J. Phelan, Jr... Retired Chairman and New York Stock Exchange, Inc., Chief Executive Officer New York, NY Director Eastman Kodak Co., Rochester, NY Director Merrill Lynch & Co., Inc., New York, NY Director SONAT, Inc., Birmingham, AL
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ORGANIZATION AND PRINCIPAL NAME POSITION BUSINESS ADDRESS OF ORGANIZATION ---- -------- -------------------------------- John B.M. Place..... Former Chairman of the Crocker National Corporation, Board San Francisco, CA Director (until 3/96) Pacific Gas and Electric Company, San Francisco, CA Director (until 3/96) Pacific Gas and Electric Enterprises, San Francisco, CA Trustee University of Santa Clara, Santa Clara, CA Trustee World Affairs Council of Northern California, San Francisco, CA Hugh B. Price....... President and Chief National Urban League, Inc., New Executive Officer York, NY Director Cooper Union, New York, NY Director NYNEX, New York, NY Director The Urban Institute, New York, NY Robert G. Schwartz.. Retired Chairman of the Metropolitan Life Insurance Company, Board, President and New York, NY Chief Executive Officer Director Lowe's Companies, Inc., North Wilkesboro, NC Director Potlatch Corporation, San Francisco, CA Director ComSat Corporation, Washington, DC Director ComSat Entertainment Group, Inc., Washington, DC Director Mobil Corporation, New York, NY Trustee Committee for Economic Development, Washington, DC Director Consolidated Edison Company of New York, Inc., New York, NY Director CS--First Boston, Inc., New York, NY Director The Reader's Digest Association, Inc., Pleasantville, NY Director Lone Star Industries, Inc., Stamford, CT Ruth Simmons........ President, since 6/95 Smith College, Northampton, MA Vice President (until Princeton University, Princeton, NJ 5/95) Trustee Institute for Advanced Study Trustee The Woodrow Wilson National Fellowship William S. Sneath... Retired Chairman of the Union Carbide Corporation, Board Riverside, CT Director (until 1994) Tesoro Petroleum Corp., San Antonio, TX Director Rockwell International Corp., Pittsburgh, PA Director Union Carbide Corporation, Riverside, CT
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ORGANIZATION AND PRINCIPAL NAME POSITION BUSINESS ADDRESS OF ORGANIZATION ---- -------- -------------------------------- John R. Stafford. Chairman, President and American Home Products Corp., Chief Executive Officer Madison, NJ Trustee Central Park Conservancy, New York, NY Director Pharmaceutical Research and Manufacturers Association, Washington, DC Director Project HOPE, Millwood, VA Director NYNEX Corporation, New York, NY Director Chemical Banking Corporation, New York, NY Director AlliedSignal, Inc., Morristown, NJ Director Grocery Manufacturers of America, Inc., Washington, DC
Set forth below is a list of certain principal officers of Metropolitan Life and officers of Metropolitan Life who may be considered to be involved in Metropolitan Life's investment advisory activities. The principal business address of each officer of Metropolitan Life is One Madison Avenue, New York, New York 10010.
NAME OF OFFICER POSITION --------------- -------- Harry P. Kamen.......................... Chairman of the Board, President and Chief Executive Officer Theodossios Athanassiades............... Vice-Chairman of the Board Gerald Clark............................ Senior Executive Vice-President and Chief Investment Officer Stewart G. Nagler....................... Senior Executive Vice-President and Chief Financial Officer Gary A. Beller.......................... Executive Vice-President Robert H. Benmosche..................... Executive Vice-President Anthony C. Cannatella................... Executive Vice-President C. Robert Henrikson..................... Executive Vice-President John D. Moynahan, Jr. .................. Executive Vice-President Catherine A. Rein....................... Executive Vice-President John H. Tweedie......................... Executive Vice-President Richard M. Blackwell.................... Senior Vice-President and General Counsel James B. Digney......................... Senior Vice-President William T. Friedewald, M.D. ............ Senior Vice-President Frederick P. Hauser..................... Senior Vice-President & Controller Anne E. Hayden.......................... Senior Vice-President Jeffrey J. Hodgman...................... Senior Vice-President Leland C. Launer, Jr. .................. Senior Vice-President Terence I. Lennon....................... Senior Vice-President David A. Levene......................... Senior Vice-President & Chief Actuary James L. Lipscomb....................... Senior Vice-President James M. Logan.......................... Senior Vice-President Francis P. Lynch........................ Senior Vice-President Thomas F. McDermott..................... Senior Vice-President John C. Morrison Jr. ................... Senior Vice-President Dominick A. Prezzano.................... Senior Vice-President Leo T. Rasmussen........................ Senior Vice-President Vincent P. Reusing...................... Senior Vice-President Robert E. Sollmann, Jr. ................ Senior Vice-President Thomas L. Stapleton..................... Senior Vice-President & Tax Director
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NAME OF OFFICER POSITION --------------- -------- William J. Toppeta......................... Senior Vice-President Arthur G. Typermass........................ Senior Vice-President & Treasurer James A. Valentino......................... Senior Vice-President Judy E. Weiss.............................. Senior Vice-President Stephen E. White........................... Senior Vice-President Richard F. Wiseman......................... Senior Vice-President Harvey M. Young............................ Senior Vice-President Christine N. Markussen..................... Vice-President and Secretary
The business of State Street Research since December 31, 1983 is summarized under "Management of the Fund", in the prospectus constituting Part A of this Registration Statement, which summarization is incorporated herein by reference. Set forth below is a list of each director and certain officers of State Street Research indicating any other business, profession, vocation or employment of a substantial nature in which each such person is or has been, at any time during the past two fiscal years, engaged for his or her own account or in the capacity of director, officer, employee, partner or trustee.
ORGANIZATION AND PRINCIPAL NAME & POSITION POSITION BUSINESS ADDRESS OF ORGANIZATION --------------- -------- -------------------------------- Linda Bangs.............. None Vice President Michael E. Barton........ None Vice President Peter C. Bennett......... Director Boston Private Bank & Trust Director and Co., Boston, MA Executive Vice President President & Director Christian Camps & Conferences, Inc., Boston, MA Chairman and Trustee Gordon College, Wenham, MA Vice President State Street Research Capital Trust, Boston, MA Vice President State Street Research Exchange Trust, Boston, MA Vice President State Street Research Growth Trust, Boston, MA Vice President State Street Research Master Investment Trust, Boston, MA Vice President State Street Research Equity Trust, Boston, MA Director State Street Research Investment Services, Inc., Boston, MA Susan H. Brown........... None Vice President John F. Burbank.......... None Vice President
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ORGANIZATION AND PRINCIPAL NAME & POSITION POSITION BUSINESS ADDRESS OF ORGANIZATION --------------- -------- -------------------------------- Joseph W. Canavan...... Assistant Treasurer State Street Research Equity Vice President Trust, Boston, MA Assistant Treasurer State Street Research Financial Trust, Boston, MA Assistant Treasurer State Street Research Income Trust, Boston, MA Assistant Treasurer State Street Research Money Market Trust, Boston, MA Assistant Treasurer State Street Research Tax-Exempt Trust, Boston, MA Assistant Treasurer State Street Research Capital Trust, Boston, MA Assistant Treasurer State Street Research Exchange Trust, Boston, MA Assistant Treasurer State Street Research Growth Trust, Boston, MA Assistant Treasurer State Street Research Master Investment Trust, Boston, MA Assistant Treasurer State Street Research Securities Trust, Boston, MA Assistant Controller State Street Research Portfolios, Inc., New York, NY Linda C. Carstons...... None Vice President Paul J. Clifford, Jr. . Vice President State Street Research Tax-Exempt Vice President Trust, Boston, MA Director Avalon, Inc., Boston, MA Susan M.W. Di Fazio.... Senior Vice President State Street Research Investment Vice President Services, Inc., Boston, MA Thomas J. Dillman...... Director of Research Bank of New York, NY, NY Senior Vice President (until 6/95) Susan W. Drake......... Vice President State Street Research Tax-Exempt Vice President (until 2/96) Trust, Boston, MA Peter J. Duggan........ Vice President New England Mutual Life Insurance Senior Vice President (until 8/94) Company, Boston, MA Gordon Evans........... Senior Vice President State Street Research Investment Vice President (Vice President Services, Inc., Boston, MA until 3/96) Alex G. Federoff....... None Vice President Michael D. Gardner..... Partner Prism Group, Seattle, WA Vice President Bartlett R. Geer....... Vice President State Street Research Income Senior Vice President Trust, Boston, MA Vice President State Street Research Equity Trust, Boston, MA Charles Glovsky........ Vice President State Street Research Capital Senior Vice President Trust, Boston, MA
C-20
ORGANIZATION AND PRINCIPAL NAME & POSITION POSITION BUSINESS ADDRESS OF ORGANIZATION --------------- -------- -------------------------------- William A. Hamilton, Jr..... Director and Treasurer Nautical and Aviation Senior Vice President Publishing Company, Inc., Baltimore, MD Director and Treasurer Ellis Memorial and Eldredge House, Boston, MA Director and Treasurer North Conway Institute, Boston, MA Lawrence J. Haverty, Jr..... None Senior Vice President George R. Heineke........... None Vice President F. Gardner Jackson, Jr. .... Trustee Vincent Memorial Hospital, Senior Vice President Boston, MA Trustee Certain trusts of related and non-related individuals Frederick H. Jamieson....... Vice President and Asst. State Street Research Senior Vice President Treasurer Investment Services, Inc., Boston, MA (Vice President until 6/95) Vice President and Asst. SSRM Holdings, Inc., Boston, Treasurer MA Vice President and Con- MetLife Securities, Inc., troller New York, NY John H. Kallis.............. Vice President State Street Research Senior Vice President Financial Trust, Boston, MA Vice President State Street Research Income Trust, Boston, MA Vice President State Street Research Tax- Exempt Trust, Boston, MA Vice President State Street Research Securities Trust, Boston, MA Trustee 705 Realty Trust, Washington, D.C. Director and President K&G Enterprises, Washington, D.C. M. Katherine Kasper......... None Vice President Rudolph K. Kluiber.......... Vice President State Street Research Vice President Capital Trust, Boston, MA Frederick R. Kobrick........ Vice President State Street Research Equity Senior Vice President Trust, Boston, MA Vice President State Street Research Capital Trust, Boston, MA Vice President State Street Research Growth Trust, Boston, MA Member National Alumni Council, Boston University, Boston, MA Member Harvard Business School Association, Cambridge, MA Eileen M. Leary............. None Vice President Carol Lintz................. None Vice President
C-21
ORGANIZATION AND PRINCIPAL NAME & POSITION POSITION BUSINESS ADDRESS OF ORGANIZATION --------------- -------- -------------------------------- Gerard P. Maus.......... Treasurer State Street Research Equity Director, Executive Trust, Boston, MA Vice President, Treasurer State Street Research Financial Treasurer, Chief Trust, Boston, MA Financial Officer Treasurer State Street Research Income and Chief Administrative Trust, Boston, MA Officer Treasurer State Street Research Money Market Trust, Boston, MA Treasurer State Street Research Tax- Exempt Trust, Boston, MA Treasurer State Street Research Capital Trust, Boston, MA Treasurer State Street Research Exchange Trust, Boston, MA Treasurer State Street Research Growth Trust, Boston, MA Treasurer State Street Research Master Investment Trust, Boston, MA Director, Executive Vice State Street Research President, Treasurer Investment and Chief Financial Services, Inc., Boston, MA Officer Treasurer State Street Research Securities Trust, Boston, MA Director and Treasurer State Street Research Energy, Inc., Boston, MA Director Metric Holdings, Inc., San Francisco, CA Director Certain wholly-owned subsidiaries of Metric Holdings, Inc. Director (until 11/94) GFM International Investors Limited, London, England Treasurer and Chief SSRM Holdings, Inc., Boston, MA Financial Officer Treasurer MetLife Securities, Inc., Boston, MA Judith J. Milder........ None Senior Vice President (Vice President until 6/95) Joan D. Miller.......... Senior Vice President State Street Research Vice President Investment Services, Inc., Boston, MA
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ORGANIZATION AND PRINCIPAL NAME & POSITION POSITION BUSINESS ADDRESS OF ORGANIZATION --------------- -------- -------------------------------- Francis J. McNamara, III... Senior Vice President, State Street Research Senior Vice President Clerk & General Counsel Investment Services, Inc., Secretary & General Boston, MA Counsel Secy & General Counsel State Street Research Capital Trust, Boston, MA Secy & General Counsel State Street Research Exchange Trust, Boston, MA Secy & General Counsel State Street Research Growth Trust, Boston, MA Secy & General Counsel State Street Research Master Investment Trust, Boston, MA Secy & General Counsel State Street Research Equity Trust, Boston, MA Secy & General Counsel State Street Research Financial Trust, Boston, MA Secy & General Counsel State Street Research Income Trust, Boston, MA Secy & General Counsel State Street Research Money Market Trust, Boston, MA Secy & General Counsel State Street Tax-Exempt Trust, Boston, MA Secy & General Counsel State Street Research Securities Trust, Boston, MA Secy & General Counsel SSRM Holdings, Inc., Boston, MA Director and Clerk State Street Research Energy, Inc., Boston, MA Senior Vice President, The Boston Company, Inc., General Counsel and Boston, MA Assistant Secretary (until 5/95) Senior Vice President, Boston Safe Deposit and Trust General Counsel and Company, Boston, MA Assistant Secretary (until 5/95) Senior Vice President, The Boston Company General Counsel and Advisors, Inc., Boston, MA Assistant Secretary (until 5/95) Thomas P. Moore, Jr. ...... Director Hibernia Savings Bank, Senior Vice President Quincy, MA Vice President State Street Research Capital Trust, Boston, MA Vice President State Street Research Exchange Trust, Boston, MA Vice President State Street Research Growth Trust, Boston, MA Vice President State Street Research Master Investment Trust, Boston, MA Vice President State Street Research Equity Trust, Boston, MA JoAnne C. Mulligan......... Vice President State Street Research Money Vice President Market Trust, Boston, MA
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ORGANIZATION AND PRINCIPAL NAME & POSITION POSITION BUSINESS ADDRESS OF ORGANIZATION --------------- -------- -------------------------------- Stephen C. Orr......... Member Electro-Science Analysts (of Vice President NYC), New York, NY Member Technology Analysts of Boston, Boston, MA Jamec C. Pannell....... None Vice President Kim M. Peters.......... Vice President State Street Research Securities Senior Vice President Trust, Boston, MA (Vice President until 7/94) Easton Ragsdale........ Senior Vice President Kidder, Peabody, & Co. Vice President (until 12/94) Incorporated New York, NY Jeffrey A. Rawlins..... None Vice President Daniel Joseph Rice III. Vice President State Street Research Equity Senior Vice President Trust, Boston, MA Scott Richards......... None Vice President Douglas A. Romich...... Assistant Treasurer State Street Research Equity Vice President Trust, Boston MA Assistant Treasurer State Street Research Financial Trust, Boston, MA Assistant Treasurer State Street Research Income Trust, Boston, MA Assistant Treasurer State Street Research Money Market Trust, Boston, MA Assistant Treasurer State Street Research Tax-Exempt Trust, Boston, MA Assistant Treasurer State Street Research Capital Trust, Boston, MA Assistant Treasurer State Street Research Exchange Trust, Boston, MA Assistant Treasurer State Street Research Growth Trust, Boston, MA Assistant Treasurer State Street Research Master Investment Trust, Boston, MA Assistant Treasurer State Street Research Securities Trust, Boston, MA Assistant Controller State Street Research Portfolios, Inc., New York, NY Walter A. Row, III..... None Vice President Michael Schrage........ None Vice President
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ORGANIZATION AND PRINCIPAL NAME & POSITION POSITION BUSINESS ADDRESS OF ORGANIZATION --------------- -------- -------------------------------- David C. Schultz.................... Director Capital Trust, S.A., Executive Vice President Luxembourg (Senior Vice President until 12/94) Director Alex Brown Capital, Ltd., Hamilton, Bermuda Director and Treasurer Mafraq Hospital Association, Mafraq, Jordan Member Association of Investment Management Sales Executives, Atlanta, GA Member, Investment Lexington Christian Committee Academy C. Troy Shaver, Jr. ................ President and State Street Research Executive Vice President Chief Executive Officer Investment Services Inc., Boston, MA President and John Hancock Fund, Inc., Chief Executive Officer Boston, MA (until 1/96) William G. Shean.................... None Vice President Thomas A. Shively................... Vice President State Street Research Director and Financial Trust, Boston, MA Executive Vice President Vice President State Street Research Money Market Trust, Boston, MA Vice President State Street Research Tax-Exempt Trust, Boston, MA Director State Street Research Investment Services, Inc., Boston, MA Vice President State Street Research Securities Trust, Boston, MA Richard D. Shoemaker................ None Senior Vice President Dan R. Strelow...................... None Senior Vice President Paul Stuka ......................... U.S. Portfolio Consul- Teton Partners, Boston, Senior Vice President tant (until 4/95) MA Amy McDermott Swanson............... None Senior Vice President Anne M. Trebino..................... Vice President SSRM Holdings, Inc., Senior Vice President Boston, MA (Vice President until 6/95)
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ORGANIZATION AND PRINCIPAL NAME & POSITION POSITION BUSINESS ADDRESS OF ORGANIZATION --------------- -------- -------------------------------- Ralph F. Verni.......... Chairman, President, State Street Research Capital Trust, Chairman of the Board, Chief Executive Officer Boston, MA President, Chief and Trustee Executive Officer and Director Chairman, President, State Street Research Exchange Trust, Chief Executive Officer Boston, MA and Trustee Chairman, President, State Street Research Growth Trust, Chief Executive Officer Boston, MA and Trustee Chairman, President, State Street Research Master Investment Chief Executive Officer Trust, Boston, MA and Trustee Chairman, President, State Street Research Equity Trust, Chief Executive Officer Boston, MA and Trustee Chairman, President, State Street Research Financial Trust, Chief Executive Officer Boston, MA and Trustee Chairman, President, State Street Research Income Trust, Chief Executive Officer Boston, MA and Trustee Chairman, President, State Street Research Money Market Chief Executive Officer Trust, Boston, MA and Trustee Chairman, President, State Street Research Tax-Exempt Trust, Chief Executive Officer Boston, MA and Trustee Chairman, President, State Street Research Securities Trust, Chief Executive Officer Boston, MA and Trustee Chairman and Director State Street Research Investment (President and Chief Services, Inc., Boston, MA Executive Officer until 2/96) President and Director State Street Research Energy, Inc., Boston, MA Chairman and Director Metric Holdings, Inc., San Francisco, CA Director and Officer Certain wholly-owned subsidiaries of Metric Holdings, Inc. Chairman and Director MetLife Securities, Inc., New York, NY Chairman and Director GFM International Investors Limited, (until 11/94) London, England President, Chief SSRM Holdings, Inc., Boston, MA Executive Officer and Director Director CML Group, Inc., Boston, MA Dudley F. Wade.......... Vice President State Street Research Master Investment Senior Vice President Trust, Boston, MA Vice President State Street Research Growth Trust, Boston MA Julie K. Wallace........ None Vice President
C-26
ORGANIZATION AND PRINCIPAL NAME & POSITION POSITION BUSINESS ADDRESS OF ORGANIZATION --------------- -------- -------------------------------- Geoffrey Ward........... None Senior Vice President James M. Weiss.......... Chief Investment Officer IDS Advisory Group, Inc. Senior Vice President (until 12/95) Minneapolis, MN Elizabeth McCombs Westvold............... None Vice President Darman A. Wing.......... Senior Vice President, State Street Research Investment Vice President, Assistant Clerk and Services Inc., Boston, MA Assistant Secretary and Assistant General Assistant General Counsel (Vice President Counsel until 6/95) Assistant Secretary State Street Research Capital Trust, Boston, MA Assistant Secretary State Street Research Exchange Trust, Boston, MA Assistant Secretary State Street Research Master Investment Trust, Boston, MA Assistant Secretary State Street Research Securities Trust, Boston, MA Assistant Secretary State Street Research Growth Trust, Boston, MA Assistant Secretary State Street Research Equity Trust, Boston, MA Assistant Secretary State Street Research Financial Trust, Boston, MA Assistant Secretary State Street Research Income Trust, Boston, MA Assistant Secretary State Street Research Money Market Trust, Boston, MA Assistant Secretary State Street Research Tax-Exempt Trust, Boston, MA Assistant Secretary SSRM Holdings, Inc., Boston, MA Robert S. Woodbury...... Employee Metropolitan Life Insurance Vice President Company, New York, NY Kennard Woodworth, Jr. . Vice President State Street Research Exchange Trust, Senior Vice President Boston, MA Vice President State Street Research Growth Trust, (until 2/96) Boston, MA Norman N. Wu............ Partner Atlantic-Action Realty, Framingham, MA Senior Vice President Director Bond Analysts Society of Boston, Boston, MA Michael R. Yogg......... Vice President State Street Research Income Trust, Senior Vice President Boston, MA Vice President State Street Research Financial Trust, Boston, MA
The business of GFM International Investors Limited since December 31, 1989 is summarized under "Management of the Fund", in the prospectus constituting Part A of this Registration Statement, which summarization is incorporated herein by reference. C-27 Set forth below is a list of each director and certain officers of GFM International Investors Limited indicating any other business, profession, vocation or employment of a substantial nature in which each such person is or has been, at any time during the past two fiscal years, engaged for his or her own account or in the capacity of director, officer, employee, partner or trustee.
ORGANIZATION AND PRINCIPAL NAME POSITION BUSINESS ADDRESS OF ORGANIZATION ---- -------- -------------------------------- Theodossios Vice-Chairman of the Metropolitan Life Insurance Company, Athanassiades.......... Board and Director since New York, NY Chairman of the Board 12/95; prior thereto, and Director President and Chief Operating Officer. Director/Officer Certain wholly-owned subsidiaries of Metropolitan Life Insurance Co., New York, NY Director HABA Advisory Board, New York, NY Gerald Clark ........... Senior Executive Vice- Metropolitan Life Insurance Company, Director President and Chief New York, NY Investment Officer since 1995; prior thereto, Executive Vice- President, Chief Investment Officer Advisory Board AIG Asian Infrastructure Fund, L.P., New York, NY Director The New York Police and Fire Widows' and Children's Benefit Fund New York, NY Director Community Preservation Corporation, New York, NY Director Century 21 Real Estate Corporation (until 1995) Irvine, CA Director, Chief Metropolitan Asset Management Executive Officer, Corporation President New York, NY Director MetFirst Insurance Agency, Inc. (until 8/95) Overland Park, KS Director, since 2/96, MetLife Investment Management prior thereto, Chairman Corporation of the Board, Director White Plains, NY Chairman of the Board, MetLife Capital Holdings, Inc. Director New York, NY Director Metropolitan Life Financial Services Limited Ottawa, Ontario, Canada Director Metropolitan Life Holdings Limited (until 1/95) Ottawa, Ontario, Canada
C-28
ORGANIZATION AND PRINCIPAL NAME POSITION BUSINESS ADDRESS OF ORGANIZATION ---- -------- -------------------------------- Director MetLife International Holdings, Inc. New York, NY Chairman of the Board, MetLife Realty Group, Inc. Director White Plains, NY Director MetLife Securities, Inc. (until 10/95) New York, NY Chairman of the Board, Metmor Financial, Inc. Director (until 8/95) Overland Park, KS Director SSRM Holdings, Inc. Boston, MA C. Robert Henrikson......... Executive Vice-President Metropolitan Life Insurance Director Company, New York, NY Director MetLife Investment Management Corporation White Plains, NY Chairman of the Board, MetLife Security Insurance Director, President, Company of Louisiana Chief Executive Officer Baton Rouge, LA Director Metropolitan Property & Casualty Insurance Company Warwick, R.I. Director MetLife Realty Group White Plains, NY Vice-Chairman Life Insurance Companies Guaranty of New York New York, NY John C. Morrison, Jr........ Senior Vice-President Metropolitan Life Insurance Director Company, New York, NY Director MetLife Investment Management Corporation White Plains, NY Director MetLife Realty Group, Inc. White Plains, NY Vice-President and MetLife Securities, Inc. Treasurer (until 4/95) New York, NY President, Director MetLife Capital Holdings, Inc. New York, NY Chairman of the Board, MetLife Capital Corporation Director Bellevue, WA Director Metmor Financial, Inc. (until 1995) Overland Park, KS
C-29
ORGANIZATION AND PRINCIPAL NAME POSITION BUSINESS ADDRESS OF ORGANIZATION ---- -------- -------------------------------- Director MetFirst Insurance Agency, Inc. (until 1995) Overland Park, KS Chairman of the Board, MetLife Capital Financial Director Corporation Bellevue, WA Director CLJ Finco, Inc. Bellevue, WA Director MLYC Cogen, Inc. Wilmington, DE Director Searles Cogeneration, Inc. Bellevue, WA Director MCC Yerkes, Inc. Bellevue, WA Director Cross & Brown Company New York, NY Director Cross & Brown Associates of New Jersey, Inc. New York, NY Director Cross & Brown Associates of New York, Inc. New York, NY Director Cross & Brown Construction Corp. New York, NY Director Cross & Brown of Connecticut, Inc. Westport, CT Director Cross & Brown Company of Florida, Inc. Jacksonville, FL Director Cross & Brown Residentials, Inc. New York, NY Director Subrown Corp. New York, NY Director CBNJ, Inc. Springfield, NJ Vice-President Metropolitan Asset Management Corporation New York, NY Chairman of the Board, MetPark Funding, Inc. Director, President New York, NY Director Cross & Brown Company of Georgia, Inc. Atlanta, GA Director Cross & Brown Company of Maryland, Inc. Rockville, MD Director Cross & Brown Company of Missouri, Inc. New York, NY
C-30
ORGANIZATION AND PRINCIPAL NAME POSITION BUSINESS ADDRESS OF ORGANIZATION ---- -------- -------------------------------- John H. Tweedie............. Executive Vice-President Metropolitan Life Insurance Director Company, New York, NY Director State Street Research Portfolios, Inc. New York, NY Director Metropolitan Series Fund, Inc. New York, NY Director MetLife International Holdings, Inc. New York, NY Chairman of the Board, Texas Life Insurance Company Director Waco, TX Director Metropolitan Property and Casualty Insurance Company Warwick, RI Director Metropolitan Group Property and Casualty Insurance Company Warwick, RI Arthur Typermass............ Senior Vice-President, Metropolitan Life Insurance Director Treasurer Company, New York, NY Director Furr's Supermarkets, Inc. Albuquerque, NM Director MetLife Realty Group White Plains, NY Director, Treasurer Metropolitan Life Foundation New York, NY Treasurer Century 21 Real Estate (until 1995) Corporation Irvine, CA Treasurer Metropolitan Insurance and Annuity Company New York, NY Treasurer, 23rd Street Investments, Inc. Vice-President New York, NY Treasurer Metropolitan Tower Corp. New York, NY Treasurer MetLife Texas Holdings, Inc. New York, NY Chairman of the Board, MetLife Credit Corp. President, Chief Houston, TX Executive Officer, Treasurer Chairman of the Board, MetLife Funding, Inc. President, Chief New York, NY Executive Officer, Treasurer Chairman, President, MetLife Holdings, Inc. Chief Executive Officer, Houston, TX Treasurer
C-31
ORGANIZATION AND PRINCIPAL NAME POSITION BUSINESS ADDRESS OF ORGANIZATION ---- -------- -------------------------------- Treasurer Metropolitan Asset Management Corporation New York, NY Treasurer Metropolitan Tower Life Insurance Company New York, NY Treasurer, Controller Metropolitan Tower Realty Company, Inc. New York, NY Treasurer, Controller 2154 Trading Corporation New York, NY Treasurer Centennial Equities Corporation New York, NY Treasurer MetLife Capital Holdings, Inc. Newark, DE Director MetFirst Insurance Agency, Inc. Overland Park, KS Treasurer MetLife International Real Estate Equity Shares, Inc. Newark, DE Director, Vice- Park Avenue Funding Corporation President, New York, NY Treasurer Ian Vose.................... None Director, Chief Executive Officer, and Chief Investment Officer
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS. Accounts, books and other documents required to be maintained by Section 31(a) of the 1940 Act and the rules thereunder are maintained at the offices of the Registrant, of State Street Research & Management Company of Boston, Massachusetts and of State Street Bank and Trust Company of Boston, Massachusetts. The address of each is set forth on the back cover of the prospectus forming Part A of this Registration Statement and is incorporated herein by reference. Certain records are maintained at the Registrant's office at 1125 Seventeenth Street, Denver, Colorado 80202. ITEM 31. MANAGEMENT SERVICES. None. ITEM 32. UNDERTAKINGS. (a) Not applicable. (b) Not applicable. (c) Not applicable. C-32 SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933 AND THE INVESTMENT COMPANY ACT OF 1940, THE REGISTRANT CERTIFIES THAT IT MEETS ALL THE REQUIREMENTS FOR EFFECTIVENESS OF THIS AMENDED REGISTRATION STATEMENT PURSUANT TO RULE 485(B) UNDER THE SECURITIES ACT OF 1933 AND HAS DULY CAUSED THIS AMENDED REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF NEW YORK, AND STATE OF NEW YORK, ON THE 29TH DAY OF APRIL, 1996. METROPOLITAN SERIES FUND, INC. (REGISTRANT) /s/ Jeffrey J. Hodgman By: ................................. JEFFREY J. HODGMAN President PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDED REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED. SIGNATURE DATE * ..................................... JEFFREY J. HODGMAN Chairman of the Board, President (Principal Executive Officer and Director) * ..................................... STEVE A. GARBAN Director * ..................................... MALCOLM T. HOPKINS Director * ..................................... ROBERT A. LAWRENCE Director * ..................................... DEAN O. MORTON Director * ..................................... MICHAEL S. SCOTT MORTON Director * ..................................... JOHN H. TWEEDIE Director * ..................................... RONALD ZITO Controller (Principal Financial and Accounting Officer) /s/ Christopher P. Nicholas, Esq. *By: ................................ April 29, 1996 CHRISTOPHER P. NICHOLAS, ESQ. Attorney-in-Fact C-33 EX-1 2 ARTICLES OF INCORPORATION OF REGISTRANTS ================================================================================ STATE OF MARYLAND [LOGO] STATE DEPARTMENT OF ASSESSMENTS AND TAXATION 301 West Preston Street, Baltimore, Maryland 21202 EXHIBIT l THIS IS TO CERTIFY THAT the within instrument is a true copy of the ARTICLES OF INCORPORATION OF METROPOLITAN SERIES FUND, INC. as approved and received for record by the State Department of Assessments and Taxation of Maryland, November 23, 1982 at 2:42 o'clock P.M. AS WITNESS my hand and official seal of the said [SEAL] Department at Baltimore this twenty-fourth day of November, 1982 /s/ DEAN W. Kitchen ------------------- DEAN W. KITCHEN, CONTRACT ADMINISTRATOR ================================================================================ - -------------------------------------------------------------------------------- State Department of Assessments & Taxation 301 WEST PRESTON STREET BALTIMORE, MARYLAND 21201 [SEAL] NOTICE As a Maryland corporation you are responsible for filing an annual business tax report with this office on or before April 15 of each year, after the year of incorporation. This report is due annually whether or not the corporation has been organized for business and whether or not the corporation owns any property. If your charter authorizes the issuance of capital stock, the report must be accompanied by a filing fee in amount of $40.00 and this fee must be paid whether or not any stock has been issued. Non-stock corporations must file the report but are exempt from payment of the filing fee. Failure to timely file this report by April'15 of each year will result in the imposition of penalties in accordance with Maryland law and continued failure to file will result in the forefeiture of your corporate charter. While the Department makes an annual mailing of appropriate forms to the latest available address of each corporation, it is the responsibility of the corporation to obtain proper forms if such are not received by mail. In this regard the Department suggests that if forms have not been received by Apri1 of any year, the taxpayer should make request of the Department and forms will then be mailed. The filing of this return does not relieve the corporation of the responsibility of filing reports due other State agencies. 383-2530/31 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- State Department of Assessments & Taxation 301 WEST PRESTON STREET BALTIMORE, MARYLAND 21201 [SEAl] NOTICE As a Maryland corporation you are responsible for filing on annual business tax report with this office on or before April 15 of each year, after the year of incorporation. This report is due annually whether or not the corporation has been organized for business and whether or not the corporation owns any property. If your charter authorizes the issuance of capital stock, the report must be accompanied by a filing fee in amount of $40.00 and this fee must be paid whether or not any stock has been issued. Non-stock corporations must file the report but are exempt from payment of the filing fee. Failure to timely file this report by April 15 of each year will result in the imposition of penalties in accordance with Maryland law and continued failure to file will result in the forefeiture of your corporate charter. While the Department makes an annual mailing of appropriate forms to the latest available address of each corporation, it is the responsibility of the corporation to obtain proper forms if such are not received by mail. In this regard the Department suggests that if forms have not been received by April 1 of any year, the taxpayer should make request of the Department and forms will then be mailed. The filing of this return does not relieve the corporation of the responsibility of filing reports due other State agencies. 383-2530/31 - -------------------------------------------------------------------------------- ARTICLES OF INCORPORATION OF METROPOLITAN SERIES FUND, INC. ARTICLE I THE UNDERSIGNED, Thomas L. Stapleton, whose post office address is 1 Madison Avenue, New York, New York 10010, being at least 18 years of age, does hereby act as an incorporator, under and by virtue of the General Corporation Law of the State of Maryland authorizing the formation of corporations and with the intention of forming a corporation. ARTICLE II NAME ---- The name of the corporation is METROPOLITAN SERIES FUND, INC. ARTICLE III PURPOSE AND POVIERS ------------------- The purpose or purposes for which the Corporation is formed and the business or objects to be transacted, carried on and promoted by it are as follows: (1) To conduct and carry on the business of an investment company of the management type. (2) To hold, invest and reinvest its assets in securities or other investments, and in connection therewith to hold part or all of its assets in cash. (3) To issue and sell shares of its own capital stock in such amounts and on such terms and conditions, for such purposes and for such amount or kind of consideration now or hereafter permitted by the Maryland General Corporation Law and by these Articles of Incorporation, as its Board of Directors may determine. (4) To redeem, purchase or otherwise acquire, hold, dispose of, resell, transfer, reissue or cancel (all without the vote or consent of the stockholders of the Corporation) shares of its capital stock, in any manner and to the extent now or hereafter permitted by the Maryland General Corporation Law and by these Articles of Incorporation. (5) To engage in any or all other lawful business for which corporations may be incorporated under the Maryland General Corporation Law. (6) To do any and all such further acts or things and to exercise any and all such further powers or rights as may be necessary, incidental, relative, conducive, appropriate or desirable for the accomplishment, carrying out or attainment of any of the foregoing purposes or objects. The Corporation shall be authorized to exercise and enjoy all the powers, rights and privileges granted to, or conferred upon, corporations by the Maryland General Corporation Law now -2- or hereafter in force, and the enumeration of the foregoing shall not be deemed to exclude any powers, rights or privileges so granted or conferred. ARTICLE IV PRINCIPAL OFFICE AND RESIDENT AGENT ----------------------------------- The post-office address of the principal office of the Corporation in the State of Maryland is One Charles Center, Suite 1200, Baltimore, MD 21201, in care of United Corporate Services, Inc. The resident agent of the Corporation in Maryland is United Corporate Services, Inc., One Charles Center, Suite 1200, Baltimore, MD 21201 and said resident agent is a corporation of the State of Maryland. ARTICLE V CAPITAL STOCK ------------- The total number of shares of capital stock which the Corporation shall have authority to issue is ONE BILLION (1,000,000,000) shares of the par value of One Cent ($0.01) per share and of the aggregate par value of TEN MILLION DOLLARS ($10,000,000). Three Hundred Million (300,000,000) of such shares shall be issued in the following classes (or "series") of common stock comprising one Hundred million (100,000,000) shares each, and bearing the following designations, subject however, to the authority herein granted to the Board of Directors to increase or decrease any such number of shares: -3- 1) Growth Portfolio 2) Income Portfolio 3) Money Market Portfolio. The balance of Seven Hundred Million (700,000,000) shares may be issued in any class or classes, each comprising such number of shares and having such preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption as shall be fixed and determined from time to time by resolution or resolutions providing for the issuance of such shares adopted by the Board of Directors, to whom authority so to fix and determine the same is hereby expressly granted (all without the vote or consent of the stockholders of the Corporation). (a) The Board of Directors is hereby authorized (subject to applicable laws) to change the designation of any class, and to increase or decrease the number of shares of any class, but the number of shares of any class shall not be decreased by the Board of Directors below the number of shares thereof then outstanding. The Board may classify or reclassify any unissued shares into one or more classes that may be established and designated from time to time. (b) The holders of each share of stock of the Corporation shall be entitled to one vote for each full share, and a fractional vote for each fractional share of stock, irrespective of the class, then standing in his name on the books of the Corporation. On any matter submitted to a vote of the stockholders, all shares of the Corporation then issued and outstanding -4- and entitled to vote shall be voted in the aggregate and not by class except (1) when otherwise required by law; and (2) if the Board of Directors, in its sole discretion, determines that any matter concerns only one or more particular classes, it may direct that only holders of that class or those classes may vote on the matter. (c) The Corporation may issue shares of stock in fractional denominations to the same extent as its whole shares, and shares in fractional denominations shall be shares of stock having proportionately, to the respective fractions represented thereby, all the rights of whole shares, including without limitation, the right to vote, the right to receive dividends and distributions and the right to participate upon liquidation of the Corporation, but excluding the right to receive a stock certificate representing fractional shares. (d) Except as the Board of Directors may provide in classifying or reclassifying any unissued shares of stock, each class of stock of the Corporation shall have the following powers, preferences or other special rights, and the qualifications, restrictions, and limitations thereof shall be as follows: (1) Except as may be otherwise provided herein, all consideration received by the Corporation for the issue or sale of shares of stock of a particular class, together with all assets in which such consideration is invested or reinvested, all income, earnings, profits, -5- and proceeds thereof, including any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds in whatever form, shall constitute assets of that class, as opposed to other classes of the Corporation, subject only to the rights of creditors, and are herein referred to as assets "belonging to" that class. Any assets, income, earnings, profits, and proceeds thereof, funds or payments which are not readily identifiable as belonging to any particular class, shall be allocated by or under the supervision of the Board of Directors to and among any one or more of the classes established and designated from time to time, in such manner and on such basis as the Board of Directors, in its sole discretion, deems fair and equitable. (2) The Board of Directors may from time to time declare and pay dividends or distributions, in stock or in cash, on any or all classes of stock, the amount of such dividends and distributions and the payment of them being wholly in the discretion of the Board of Directors, giving due consideration to the interests of each class and to the interests of the Corporation as a whole. Pursuant to the foregoing: (i) Dividends or distributions on shares of any class of stock shall be paid only out -6- of surplus or other lawfully available assets determined by the Board of Directors as belonging to such class. (ii) Inasmuch as the Corporation intends to qualify as a "regulated investment company" under the Internal Revenue Code of 1954, as amended, or any successor or statute comparable thereto, and regulations promulgated thereunder, and inasmuch as the computation of net income and gains for Federal income tax purposes may vary from the computation thereof on the books of the Corporation, the Board of Directors shall have the power in its discretion to distribute in any fiscal years as dividends, including dividends designated in whole or in part as capital gains distributions, amounts sufficient in the opinion of the Board of Directors, to enable the Corporation to qualify as a regulated investment company and to avoid liability for the Corporation for Federal income tax in respect of that year. In furtherance, and not in limitation of the foregoing, in the event that a class of shares has a net capital loss for a fiscal year, and to the extent that a net capital loss for a fiscal year offsets net capital gains from one -7- or more of the other classes, the amount to be deemed available for distribution to the class or classes with the net capital gain may be reduced by the amount offset. (3) The assets belonging to any class of stock shall be charged with the liabilities in respect to such class, and shall also be charged with its share of the general liabilities of the Corporation in proportion to the net asset value of the respective classes before allocation of general liabilities. However the decision of the Board of Directors as to the amount of assets and liabilities belonging to the Corporation, and their allocation to a given class or classes shall be final and conclusive. (4) In the event of the liquidation of the corporation the stockholders of each class that has been established and designated shall be entitled to receive, as a class, the excess of the assets belonging to that class over the liabilities belonging to that class. The assets so distributable to the stockholders of any particular class shall be distributed among such stockholders in proportion to the number of shares of that class held by them and recorded on the books of the corporation. Any assets not readily identifiable as belonging to any particular class shall be allocated by or under the supervision of the Board of Directors to and among any one or more of the classes established and designated, as provided herein. Any such allocation by the Board of Directors shall be conclusive and binding for a11 purposes. -8- (5) All shares of stock of the Corporation shall have the redemption rights provided for in Article VII. (6) The Corporation's shares of stock are issued and sold, and all persons who shall acquire stock of the Corporation shall acquire the same, subject to the condition and understanding that the provisions of the Corporation's Charter, as from time to time amended, shall be binding upon them. ARTICLE VI PROVISIONS FOR DEFINING, LIMITING, AND REGULATING CERTAIN POWERS OF THE CORPORATION AND OF THE DIRECTORS AND STOCKHOLDERS ------------------------------------------------- (1) The number of directors of the Corporation shall be three (3), which number may be increased or decreased pursuant to the By-Laws of the Corporation but shall never be less than the minimum number required by the Maryland General Corporation Law. The names of the directors who shall act until the first annual meeting or until their successors are duly elected and qualify are: Thomas L. Stapleton Charles Altman Carl J. Barrera (2) The Board of Directors of the Corporation is hereby empowered to authorize the issuance from time to time of shares of capital stock, whether now or hereafter authorized, for such consideration as the Board of Directors may deem advisable (all without the vote or consent of the stockholders of the Corporation). -9- (3) No holder of stock of the Corporation shall, as such holder, have any right to purchase or subscribe for any shares of the capital stock of the Corporation or any other security of the Corporation which it may issue or sell (whether out of the number of shares authorized by these Articles of Incorporation, or out of any shares of the capital stock of the Corporation acquired by it after the issue thereof, or otherwise) other than such right, if any, as the Board of Directors, in its discretion, may determine. (4) The business and affairs of the Corporation shall be managed under the direction of the Board of Directors which shall have and may exercise all powers of the Corporation except those powers which are by law, by these Articles of Incorporation or by the By-Laws conferred upon or reserved to the stockholders. In furtherance and not in limitation of the powers conferred by law, the Board of Directors shall have the power: (i) to make, alter and repeal by-laws of the Corporation. (ii) from time to time to set apart out of any assets of the Corporation otherwise available for dividends a reserve or reserves for working capital or for any other proper purpose or purposes, and to reduce, abolish or add to any such reserve or reserves from time to time as said Board of Directors may deem to be in the best interests of the Corporation; and to determine in its discretion what part of the assets of the -10- Corporation available for dividends in excess of such reserve or reserves shall be declared in dividends and paid to the stockholders of the Corporation. (5) Notwithstanding any provision of the Maryland General Corporation Law requiring a greater proportion than a majority of the votes of all classes or of any class of the Corporation's stock entitled to be cast in order to take or authorize any action, any such action may be taken or authorized upon the concurrence of a majority of the aggregate number of votes entitled to be cast thereon subject to applicable laws and regulations as from time to time in effect, or rules or orders of the Securities and Exchange Commission or any successor thereto. (6) Any determination made in good faith and, so far as accounting matters are involved, in accordance with generally accepted accounting principles, by or pursuant to the direction of the Board of Directors, as to the amount of the assets, debts, obligations, or liabilities of the Corporation, as to the amount of any reserves or charges set up and the propriety thereof, as to the time of or purpose for creating such reserves or charges, as to the use, alteration or cancellation of any reserves or charges (whether or not any debt, obligation or liability for which such reserves or charges shall have been created shall have been paid or discharged or shall be then or thereafter required to be paid or discharged), as to the establishment or designation of procedures or methods to be employed -11- for valuing any asset of the Corporation and as to the value of any asset, as to the allocation of any asset of the Corporation to a particular class or classes of the Corporation's stock, as to the funds available for the declaration of dividends and as to the declaration of dividends, as to the charging of any liability of the Corporation to a particular class or classes of the Corporation's stock, as to the number of shares of any class or classes of the Corporation's outstanding stock, as to the estimated expense to the Corporation in connection with purchases or redemptions of its shares, as to the ability to liquidate investments in orderly fashion, or as to any other matters relating to the issue, sale, purchase or redemption or other acquisition or disposition of investments or shares of the Corporation, or the determination of the net asset value per share of shares of any class of the Corporation's stock, shall be final and conclusive. ARTICLE VII REDEMPTION OF SHARES -------------------- (1) Each holder of shares of capital stock of the Corporation shall be entitled to require the Corporation to redeem all or any part of the shares of capital stock of the Corporation standing in the name of such holder on the books of the Corporation, at the redemption price of such shares as in effect from time to time, subject to the right of the Board of Directors of the Corporation to suspend the right of redemption of shares of -12- capital stock of the Corporation or postpone the time of payment of such redemption price in accordance with provisions of applicable law. The redemption price of shares of capital stock of the Corporation shall be the net asset value thereof as determined by, or pursuant to the direction of the Board of Directors of the Corporation from time to time in accordance with the provisions of applicable law, less such redemption fee or other charge, if any, as may be fixed by resolution of the Board of Directors of the Corporation. Redemption shall be conditional upon the Corporation having funds legally available therefor. Payment of the redemption price shall be made in cash or by check on current funds, or in assets other than cash, by the Corporation at such time and in such manner as may be determined from time to time by the Board of Directors of the Corporation. (2) If the Board of Directors determines that the net asset value per share of any class or classes of the Corporation's stock should remain constant, the Corporation may declare, pay and credit as dividends daily the net income (which may include or give effect to realized and unrealized gains and losses, as determined in accordance with the Corporation's accounting and portfolio valuation policies) of the Corporation allocated to that class. If the amount so determined for any day is negative, the Corporation may, without the payment of monetary compensation but in consideration of the interest of the Corporation and its stockholders in maintaining a constant net asset value per share of the class, redeem pro rata from all the -13- the stockholders of record of shares of the class or classes at the time of such redemption (in proportion to their respective holdings thereof) such number of outstanding shares of the class, or fractions thereof, as shall be required to permit the net asset value per share of the class to remain constant. (3) If in the sole determination of the Board of Directors, the continuation of the offering of the shares of any one or more classes is no longer in the best interests of the Corporation, e.g. because market conditions have changed, regulatory problems have developed or participation in such class is low, the Corporation may cease the offering of such shares and may by majority vote of the Board of Directors, require the redemption of all outstanding shares of stock of such class or classes upon thirty (30) days prior written notice to the stockholders, all subject to the requirements of applicable securities laws and regulations and the Maryland General Corporation Law. ARTICLE VIII AMENDMENT --------- The Corporation reserves the right to alter, amend, or repeal any provisions contained in these Articles of Incorporation from time to time, including any amendment which alters the contract rights of any outstanding stock, at any time in the manner now or hereafter prescribed by the laws of the State of Maryland, and all rights conferred herein upon the Corporation's stockholders, directors and officers are granted subject to such reservation. -14- IN WITNESS WHEREOF, the undersigned incorporator of METROPOLITAN SERIES FUND, INC. hereby executes the foregoing Articles of Incorporation and acknowledges the same to be his act. Dated the ???? day of ????????????, 1982. ---------- -------------- ???????????????????? ---------------------------------- 1 Madison Avenue New York, New York 10010 -15- ARTICLES OF AMENDMENT OF THE ARTICLES OF INCORPORATION OF METROPOLITAN SERIES FUND, INC. (Pursuant to Section 2-602 of the General Corporation Law) The undersigned, being President of Metropolitan Series Fund, Inc., hereby certifies as follows: FIRST: The name of the corporation is Metropolitan Series Fund, Inc. ("the Corporation") . SECOND: The Articles of Incorporation of the Corporation were approved and received for record by the State Department of Assessments and Taxation of Maryland on the 23rd day of November, 1982. THIRD: The Articles of Incorporation are now in full force and effect, are hereby amended to effect the following change authorized by Section 2- 602 of the General Corporation Law: (a) To change paragraph 3 of Article II of the Articles of Incorporation to read as follows: (3) The allocation of the assets and liabilities belonging to the Corporation to a given class or classes shall be determined by the Board of Directors. Any decision of the Board of Directors as to such allocation of assets and liabilities shall be final and conclusive. Pursuant to the foregoing, generally the assets belonging to any class of stock shall be charged with the liabilities in respect of such class and with the allocable portion of the overall liabilities of the Corporation. FOURTH: That the amendment of the Articles of Incorporation was advised by the Board of Directors pursuant to a Resolution adopted at a Special Meeting of the Board held on the 18th day of May, 1983, and authorized by the unanimous written consent of the holder of all of the issued and outstanding shares entitled to vote on an amendment to the Articles of Incorporation, dated May 19, 1983. IN WITNESS WHEREOF, I hereunto sign my name and affirm that the statements made herein are true under the penalties of perjury, this 19th --------------- day of May , 1983. ---------------------- METROPOLITAN SERIES FUND, INC. By /s/ Thomas L. Stapleton ------------------------------- Thomas L. Stapleton, President ATTEST: By /s/ Carl J. Barrera ------------------------------ Carl J. Barrera, Secretary -2- [LOGO] MARYLAND STATE DEPARTMENT OF ASSESSMENTS AND TAXATION Gene L. Burner, Director TO WHOM IT MAY CONCERN: This is to advise you that your Articles of AMENDMENT ------------------------------- for METROPOLITAN SERIES FUND, INC. were ------------------------------------------------------------------------ received and approved for record on MAY 23, 1983 at 2:31 p.m. --------------------------------- ---------- The official acknowledgment will be forthcoming from this Department. Very truly yours, /s/ Paul B. Anderson --------------------------- Paul B. Anderson Charter Specialist $ 20.00 FEE PAID ------- 301 West Preston Street, Baltimore, Maryland 21201 / Phone: 301-383-2560 EX-1.(B) 3 ARTICLES SUPPLEMENTARY OF REGISTRANT EXHIBIT 1(b) METROPOLITAN SERIES FUND, INC. ------------------------------ ARTICLES SUPPLEMENTARY TO ARTICLES OF INCORPORATION METROPOLITAN SERIES FUND, INC., a Maryland corporation having its principal office in this State c/o United Corporate Services, Inc., One Charles Center, Suite 1200, Baltimore, Maryland 21201 (hereinafter called the Corporation), hereby certifies to the State Department of Assessments and Taxation of Maryland, that; FIRST: The Board of Directors of the Corporation, at a meeting duly convened and held on July 19, 1984, adopted a resolution classifying or reclassifying one hundred million (100,000,000) unissued shares of capital stock of the Corporation of the par value of $0.01 per share by establishing one (1) new class of capital stock designated as Discretionary Portfolio Capital Stock and by allocating or reallocating such one hundred million shares so that the total number of shares of authorized capital stock of the Corporation shall be divided among the following classes of capital stock, each class comprising the number of shares and having the designations, preferences, rights, voting powers and such qualifications, limitations and restrictions as are hereinafter set forth:
CLASS NUMBER OF SHARES - ----- ---------------- Money Market Portfolio Capital Stock 100,000,000 Income Portfolio Capital Stock 100,000,000 Growth Portfolio Capital Stock 100,000,000 Discretionary Portfolio Capital Stock 100,000,000 Unclassified 600,000,000
The holders of each share of stock of the Corporation shall be entitled to one vote for each full share, and a fractional vote for each fractional share of stock, irrespective of the class, then standing in his name on the books of the Corporation. On any matter submitted to a vote of the stockholders, all shares of the Corporation then issued and outstanding and entitled to vote shall be voted in the aggregate and not by class except (1) when otherwise required by law and (2) if the Board of Directors, in its sole discretion, determines that any matter concerns only one or more particular class or classes, it may direct that only holders of that class or those classes may vote on the matter. Except as the Board of Directors may provide in classifying or reclassifying any unissued shares of stock, each class of stock of the Corporation shall have the following powers, preferences or other special rights, and the qualifications, restrictions, and limitations thereof shall be as follows: - 2 - (1) Except as may be otherwise provided herein, all consideration received by the Corporation for the issue or sale of shares of stock of a particular class, together with all assets in which such consideration is invested or reinvested, all income, earnings, profits, and proceeds thereof, including any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds in whatever form, shall constitute assets of that class, as opposed to other classes of the Corporation, subject only to the rights of creditors, and are herein referred to as assets "belonging to" that class. Any assets, income, earnings, profits, and proceeds thereof, funds or payments which are not readily identifiable as belonging to any particular class, shall be allocated by or under the supervision of the Board of Directors to and among any one or more of the classes established and designated from time to time, in such manner and on such basis as the Board of Directors, in its sole discretion, deems fair and equitable. (2) The Board of Directors may from time to time declare and pay dividends or distributions, in stock or in cash, on any or all classes of stock, the amount of such dividends and distributions and the payment of them being wholly in the discretion - 3 - of the Board of Directors, giving due consideration to the interests of each class and to the interests of the Corporation as a whole. Pursuant to the foregoing: (i) Dividends or distributions on shares of any class of stock shall be paid only out of surplus or other lawfully available assets determined by the Board of Directors as belonging to such class. (ii) Inasmuch as the Corporation intends to qualify as a "regulated investment company" under the Internal Revenue Code of 1954, as amended, or any successor or statute comparable thereto, and regulations promulgated thereunder, and inasmuch as the computation of net income and gains for Federal income tax purposes may vary from the computation thereof on the books of the Corporation, the Board of Directors shall have the power in its discretion to distribute in any fiscal years as dividends, including dividends designated in whole or in part as capital gains distributions, amounts sufficient in the opinion of the Board of Directors, to enable the Corporation to qualify as a regulated investment company and to avoid liability for the Corporation for Federal income tax in respect of that year. In furtherance, - 4 - and not in limitation of the foregoing, in the event that a class of shares has a net capital loss for a fiscal year, and to the extent that a net capital loss for a fiscal year offsets net capital gains from one or more of the other classes, the amount to be deemed available for distribution to the class or classes with the net capital gain may be reduced by the amount offset. (3) The assets belonging to any class of stock shall be charged with the liabilities in respect to such class, and shall also be charged with its share of the general liabilities of the Corporation in proportion to the net asset value of the respective classes before allocation of general liabilities. However the decision of the Board of Directors as to the amount of assets and liabilities belonging to the Corporation, and their allocation to a given class or classes shall be final and conclusive. (4) In the event of the liquidation of the corporation the stockholders of each class that has been established and designated shall be entitled to receive, as a class, the excess of the assets belonging to that class over the liabilities belonging to that class. The assets so distributable to the stockholders of any particular class shall be distributed among such stockholders in proportion to the number of shares of that class held by them and recorded on the books of the corporation. Any assets - 5 - not readily identifiable as belonging to any particular class shall be allocated by or under the supervision of the Board of Directors to and among any one or more of the classes established and designated, as provided herein. Any such allocation by the Board of Directors shall be conclusive and binding for all purposes. (5) Each holder of shares of capital stock of the Corporation shall be entitled to require the Corporation to redeem all or any part of the shares of capital stock of the Corporation standing in the name of such holder on the books of the Corporation, at the redemption price of such shares as in effect from time to time, subject to the right of the Board of Directors of the Corporation to suspend the right of redemption of shares of capital stock of the Corporation or postpone the time of payment of such redemption price in accordance with provisions of applicable law. The redemption price of shares of capital stock of the Corporation shall be the net asset value thereof as determined by, or pursuant to the direction of the Board of Directors of the Corporation from time to time in accordance with the provisions of applicable law, less such redemption fee or other charge, if any, as may be fixed by resolution of the - 6 - Board of Directors of the Corporation. Redemption shall be conditional upon the Corporation having funds legally available therefor. Payment of the redemption price shall be made in cash or by check or current funds, or in assets other than cash, by the Corporation at such time and in such manner as may be determined from time to time by the Board of Directors of the Corporation. (6) The Corporation's shares of stock are issued and sold, and all persons who shall acquire stock of the Corporation shall acquire the same, subject to the condition and understanding that the provisions of the Articles of Incorporation of the Corporation, as from time to time amended, shall be binding upon them. SECOND: The shares aforesaid have been duly classified or reclassified by the Board of Directors pursuant to the authority and power contained in Article V of the Articles of Incorporation of the Corporation. - 7 - IN WITNESS WHEREOF, METROPOLITAN SERIES FUND, INC. has caused these presents to be signed in its name and on its behalf by its President and Chief Executive Officer and its corporate seal to be hereunto affixed and attested by its Assistant Secretary, on October 22, 1984. METROPOLITAN SERIES FUND, INC. By /s/ Jeffrey J. Hodgman ---------------------------------- Jeffrey J. Hodgman President and Chief Executive Officer Attest: /s/ Carl J. Barrera - ------------------------ Carl J. Barrera Assistant Secretary THE UNDERSIGNED, President of METROPOLITAN SERIES FUND, INC., who executed on behalf of said Corporation the foregoing Articles Supplementary to the Articles of Incorporation, of which this certificate is made a part, hereby acknowledges, in the name and on behalf of said Corporation, the foregoing Articles Supplementary to the Articles of Incorporation to be the corporate act of said Corporation and further certifies that, to the best of his knowledge, information and belief, the matters and facts set forth therein with respect to the approval thereof are true in all material respects, under the penalties of perjury. /s/ Jeffrey J. Hodgman ------------------------------------- Jeffrey J. Hodgman - 8 - ARTICLES SUPPLEMENTARY OF METROPOLITAN SERIES FUND, INC. APPROVED AND RECEIVED FOR RECORD BY THE STATE DEPARTMENT OF ASSESSMENTS AND TAXATION OF MARYLAND October 25, 1984 AT 2:30 O'CLOCK P.M. AS IN COMFORMITY WITH LAW AND ORDERED RECORDED. ------------ RECORDED IN LIBER , FOLIO , OF THE RECORDS OF THE STATE DEPARTMENT OF ASSESSMENTS AND TAXATION OF MARYLAND. ------------ BONUS TAX PAID: RECORDING FEE PAID: SPECIAL FEE PAID: $_________________ $ 26.00 $_________________ ------------------- ------------ TO THE CLERK OF THE CIRCUIT COURT OF BALTIMORE CITY IT IS HEREBY CERTIFIED, THAT THE WITHIN INSTRUMENT, TOGETHER WITH ALL INDORSEMENTS THEREON, HAS BEEN RECEIVED, APPROVED AND RECORDED BY THE STATE DEPARTMENT OF ASSESSMENTS AND TAXATION OF MARYLAND. AS WITNESS MY HAND AND SEAL OF THE DEPARTMENT AT BALTIMORE. --------------------------------- [SEAL] EX-1.(C) 4 ARTICLES SUPPLEMENTARY OF REGISTRANT EXHIBIT 1(c) METROPOLITAN SERIES FUND, INC. ------------------------------ ARTICLES SUPPLEMENTARY TO ARTICLES OF INCORPORATION METROPOLITAN SERIES FUND, INC., a Maryland corporation having its principal office in this State c/o United Corporate Services, Inc., One Charles Center, Suite 1200, Baltimore, Maryland 21201 (hereinafter called the Corporation), hereby certifies to the State Department of Assessments and Taxation of Mary1and, that: FIRST: The Board of Directors of the Corporation, by unanimous written consent in lieu of a meeting dated May 12, 1986, adopted a resolution classifying or reclassifying one hundred million (100,000,000) unissued shares of capital stock of the Corporation of the par value of $0.01 per share by establishing one (1) new class of capital stock designated as GNMA Portfolio Capital Stock and by allocating or reallocating such one hundred million shares so that the total number of shares of authorized capital stock of the Corporation shall be divided among the following classes of capital stock, each class comprising the number of shares and having the designations, preferences, rights, voting powers and such qualifications, limitations and restrictions as are hereinafter set forth: CLASS NUMBER OF SHARES ----- ---------------- Money Market Portfolio Capital Stock 100,000,000 Income Portfolio Capital Stock 100,000,000 Growth Portfolio Capital Stock 100,000,000 Discretionary Portfolio Capital Stock 100,000,000 GNMA Portfolio 100,000,000 Unclassified 500,000,000 The holder of each share of stock of the Corporation shall be entitled to one vote for each full share, and a fractional vote for each fractional share of stock, irrespective of the class, then standing in his name on the books of the Corporation. On any matter submitted to a vote of the stockholders, all shares of the Corporation then issued and outstanding and entitled to vote shall be voted in the aggregate and not by class except (1) when otherwise required by law and (2) if the Board of Directors, in its sole discretion, determines that any matter concerns only one or more particular class or classes, it may direct that only holders of that class or those classes may vote on the matter. Except as the Board of Directors may provide in classifying or reclassifying any unissued shares of stock, each class of stock of the Corporation shall have the following powers, preferences or other special rights, and the qualifications, restrictions, and limitations thereof shall be as follows: - 2 - (1) Except as may be otherwise provided herein, all consideration received by the Corporation for the issue or sale of shares of stock of a particular class, together with all assets in which such consideration is invested or reinvested, all income, earnings, profits, and proceeds thereof, including any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds in whatever form, shall constitute assets of that class, as opposed to other classes of the Corporation, subject only to the rights of creditors, and are herein referred to as assets "belonging to" that class. Any assets, income, earnings, profits, and proceeds thereof, funds or payments which are not readily identifiable as belonging to any particular class, shall be allocated by or under the supervision of the Board of Directors to and among any one or more of the classes established and designated from time to time, in such manner and on such basis as the Board of Directors, in its sole discretion, deems fair and equitable. (2) The Board of Directors may from time to time declare and pay dividends or distributions, in stock or in cash, on any or all classes of stock, the amount of such dividends and distributions and the payment of them being wholly in the discretion - 3 - of the Board of Directors, giving due consideration to the interests of each class and to the interests of the Corporation as a whole. Pursuant to the foregoing: (i) Dividends or distributions on shares of any class of stock shall be paid only out of surplus or other lawfully available assets determined by the Board of Directors as belonging to such class. (ii) Inasmuch as the Corporation intends to qualify as a "regulated investment company" under the Internal Revenue Code of 1954, as amended, or any successor or statute comparable thereto, and regulations promulgated thereunder, and inasmuch as the computation of net income and gains for Federal income tax purposes may vary from the computation thereof on the books of the Corporation, the Board of Directors shall have the power in its discretion to distribute in any fiscal years as dividends, including dividends designated in whole or in part as capital gains distributions, amounts sufficient in the opinion of the Board of Directors, to enable the Corporation to qualify as a regulated investment company and to avoid liability for the Corporation for Federal income tax in respect of that year. In furtherance, - 4 - and not in limitation of the foregoing, in the event that a class of shares has a net capital loss for a fiscal year, and to the extent that a net capital loss for a fiscal year offsets net capital gains from one or more of the other classes, the amount to be deemed available for distribution to the class or classes with the net capital gain may be reduced by the amount offset. (3) The assets belonging to any class of stock shall be charged with the liabilities in respect to such class, and shall also be charged with its share of the general liabilities of the Corporation in proportion to the net asset value of the respective classes before allocation of general liabilities. However the decision of the Board of Directors as to the amount of assets and liabilities belonging to the Corporation, and their allocation to a given class or classes shall be final and conclusive. (4) In the event of the liquidation of the corporation the stockholders of each class that has been established and designated shall be entitled to receive, as a class, the excess of the assets belonging to that class over the liabilities belonging to that class. The assets so distributable to the stockholders of any particular class shall be distributed among such stockholders in proportion to the number of shares of that class held by them and recorded on the books of the corporation. Any assets - 5 - not readily identifiable as belonging to any particular class shall be allocated by or under the supervision of the Board of Directors to and among any one or more of the classes established and designated, as provided herein. Any such allocation by the Board of Directors shall be conclusive and binding for all purposes. (5) Each holder of shares of capital stock of the Corporation shall be entitled to require the Corporation to redeem all or any part of the shares of capital stock of the Corporation standing in the name of such holder on the books of the Corporation, at the redemption price of such shares as in effect from time to time, subject to the right of the Board of Directors of the Corporation to suspend the right of redemption of shares of capital stock of the Corporation or postpone the time of payment of such redemption price in accordance with provisions of applicable law. The redemption price of shares of capital stock of the Corporation shall be the net asset value thereof as determined by, or pursuant to the direction of the Board of Directors of the Corporation from time to time in accordance with the provisions of applicable law, less such redemption fee or other charge, if any, as may be fixed by resolution of the - 6 - Board of Directors of the Corporation. Redemption shall be conditional upon the Corporation having funds legally available therefor. Payment of the redemption price shall be made in cash or by check or current funds, or in assets other than cash, by the Corporation at such time and in such manner as may be determined from time to time by the Board of Directors of the Corporation. (6) The Corporation's shares of stock are issued and sold, and all persons who shall acquire stock of the Corporation shall acquire the same, subject to the condition and understandinq that the provisions of the Articles of Incorporation of the Corporation, as from time to time amended, shall be binding upon them. SECOND: The shares aforesaid have been duly classified or reclassified by the Board of Directors pursuant to the authority and power contained in Article V of the Articles of Incorporation of the Corporation. - 7 - IN WITNESS WHEREOF, METROPOLITAN SERIES FUND, INC. has caused these presents to be signed in its name and on its behalf by its President and Chief Executive Officer and its corporate seal to be hereunto affixed and attested by its Assistant Secretary, on May 16, 1986. METROPOLITAN SERIES FUND, INC. By /s/ Jeffrey J. Hodgman ---------------------- Jeffrey J. Hodgman President and Chief Executive Officer Attest: /s/ Christopher P. Nicholas - --------------------------- Christopher P. Nicholas Assistant Secretary THE UNDERSIGNED, President of METROPOLITAN SERIES FUND, INC., who executed on behalf of said Corporation the foregoing Articles Supplementary to the Articles of Incorporation, of which this certificate is made a part, hereby acknowledges, in the name and on behalf of said Corporation, the foregoing Articles Supplementary to the Articles of Incorporation to be the corporate act of said Corporation and further certifies that, to the best of his knowledge, information and belief, the matters and facts set forth therein with respect to the approval thereof are true in all material respects, under the penalties of perjury. /s/ Jeffrey J. Hodgman ---------------------- Jeffrey J. Hodgman - 8 - [LOGO] DOCUMENT CODE 16 Business Code 03 County ---- ------ ---------------------- # D1484096 _____Close -------------- Merging Surviving (Transferor) ___________________ (Transferee)______________________ ________________________________ __________________________________ ________________________________ __________________________________ ________________________________ __________________________________ Name Change _______ Change of Name (New Name) _____________________ _______ Change of Principal Office ________________________________ _______ Change of Resident Agent ________________________________ _______ Change of Resident Agent Addres ________________________________ CODE AMOUNT FEE REMITTED CODE AMOUNT FEE REMITTED - ---- ------ ------------ ---- ------ ------------ 61 ______ Rec. Fee (Arts of Inc.) 75 ______ Special Fee 20 ______ Organ. & Capitalization 80 ______ For. Limited Partner- 62 26 Rec. Fee (Amendment) ship ------ 63 ______ Rec. Fee (Merger or 83 ______ Cert. Ltd. Partnership Consolidation) 84 ______ Amend. to Limited 64 ______ Rec. Fee (Transfer) Partnership 65 ______ Rec. Fee (Dissolution) 85 ______ Term. of Limited 66 ______ Rec. Fee (Revival) Partnership 52 ______ Foreign Qualification 21 ______ Recordation Tax 51 ______ Foreign Name Registration 22 ______ State Transfer Tax 50 ______ Cert. of Qualification 23 ______ Local Transfer Tax or Registration 31 ______ Corp. Good Standing 13 50 5 Certified Copy 40 NA ______ For. Corporation ------ 56 ______ Foreign Penalty Registration 54 ______ For. Supplemental Cert ______ Other ________________ 73 ______ Cert. of Conveyance ______________________ ______ ________________________ ______ ______________________ ________________________ ______________________ TOTAL FEE 76 X Checks ______ Cash APPROVED BY: ________________ ______ _______ Documents on _______ checks Mail to Address: United Corporate Services Inc. Code______ ------------------------------ 9 East 40th Street - ---------------------------------------------- New York, New York 10016 ATTENTION: ___________________ - ---------------------------------------------- ______________________________ EX-1.(D) 5 ARTICLES SUPPLEMENTARY OF REGISTRANT EXHIBIT 1(D) METROPOLITAN SERIES FUND. INC. ARTICLES SUPPLEMENTARY TO ARTICLES OF INCORPORATION METROPOLITAN SERIES FUND, INC., a Maryland corporation having its principal office in this State C/O UNITED CORPORATE Services, Inc., One Charles Center, Suite 1200, Baltimore, Maryland 21201 (hereinafter called the Corporation), hereby certifies to the State Department of Assessments and Taxation of Maryland, that: FIRST: The Board of Directors of the Corporation, by unanimous written consent in lieu of a meeting dated August 18, 1987, adopted a resolution classifying or reclassifying four hundred million (400,000,000) unissued shares of capital stock of the Corporation of the par value of $0.01 per share by establishing four (4) new classes of capital stock designated respectively as Global Portfolio Capital Stock, Aggressive Stock Portfolio Capital Stock, Aggressive Discretionary Portfolio Capital Stock, and High Yield Bond Portfolio Capital Stock and by allocating or reallocating such four hundred million shares so that the total number of shares of authorized capital stock of the Corporation shall be divided among the following classes of capital stock, each class comprising the number of shares and having the designations, preferences, rights, voting powers and such qualifications, limitations and restrictions as are hereinafter set forth: CLASS NUMBERS OF SHARES ----- ----------------- Money Market Portfolio Capital Stock 100,000,000 Income Portfolio Capital Stock 100,000,000 Growth Portfolio Capital Stock 100,000,000 Discretionary Portfolio Capital Stock 100,000,000 GNMA Portfolio Capital Stock 100,000,000 Global Portfolio Capital Stock 100,000,000 Aggressive Stock Portfolio Capital Stock 100,000,000 Aggressive Discretionary Portfolio Capital Stock 100,000,000 High Yield Bond Portfolio Capital Stock 100,000,000 Unclassified 100,000,000 The holder of each share of stock of the Corporation shall be entitled to one vote for each full share, and a fractional vote for each fractional share of stock, irrespective of the class, then standing in his name on the books of the Corporation. On any matter submitted to a vote of the stockholders, all shares of the Corporation then issued and outstanding and entitled to vote shall be voted in the aggregate and not by class except (1) when otherwise required by law and (2) if the Board of Directors, in its sole discretion, determines that any matter concerns only one or more particular class or classes, it may direct that only holders of that class or those classes may vote on the matter. Except as the Board of Directors may provide in classifying or reclassifying any unissued shares of stock, each class of stock of the Corporation shall have the following powers, preferences or other special rights, and the qualifications, restrictions, and limitations thereof shall be as follows: - 2 - (1) Except as may be otherwise provided herein, all consideration received by the Corporation for the issue or sale of shares of stock of a particular class, together with all assets in which such consideration is invested or reinvested, all income, earnings, profits, and proceeds thereof, including any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds in whatever form, shall constitute assets of that class, as opposed to other classes of the Corporation, subject only to the rights of creditors, and are herein referred to as assets "belonging to" that class. Any assets, income, earnings, profits, and proceeds thereof, funds or payments which are not readily identifiable as belonging to any particular class, shall be allocated by or under the supervision of the Board of Directors to and among any one or more of the classes established and designated from time to time, in such manner and on such basis as the Board of Directors, in its sole discretion, deems fair and equitable. (2) The Board of Directors may from time to time declare and pay dividends or distributions, in stock or in cash, on any or all classes of stock, the amount of such dividends and distributions and the payment of them being wholly in the discretion - 3 - of the Board of Directors, giving due consideration to the interests of each class and to the interests of the Corporation as a whole. Pursuant to the foregoing: (i) Dividends or distributions on shares of any class of stock shall be paid only out of surplus or other lawfully available assets determined by the Board of Directors as belonging to such class. (ii) Inasmuch as the Corporation intends to qualify as a "regulated investment company" under the Internal Revenue Code of 1954, as amended, or any successor or statute comparable thereto, and regulations promulgated thereunder, and inasmuch as the computation of net income and gains for Federal income tax purposes may vary from the computation thereof on the books of the Corporation, the Board of Directors shall have the power in its discretion to distribute in any fiscal years as dividends, including dividends designated in whole or in part as capital gains distributions, amounts sufficient in the opinion of the Board of Directors, to enable the Corporation to qualify as a regulated investment company and to avoid liability for the Corporation for Federal income tax in respect of that year. In furtherance, - 4 - and not in limitation of the foregoing, in the event that a class of shares has a net capital loss for a fiscal year, and to the extent that a net capital loss for a fiscal year offsets net capital gains from one or more of the other classes, the amount to be deemed available for distribution to the class or classes with the net capital gain may be reduced by the amount offset. (3) The assets belonging to any class of stock shall be charged with the liabilities in respect to such class, and shall also be charged with its share of the general liabilities of the Corporation in proportion to the net asset value of the respective classes before allocation of general liabilities. However the decision of the Board of Directors as to the amount of assets and liabilities belonging to the Corporation, and their allocation to a given class or classes shall be final and conclusive. (4) In the event of the liquidation of the corporation the stockholders of each class that has been established and designated shall be entitled to receive, as a class, the excess of the assets belonging to that class over the liabilities belonging to that class. The assets so distributable to the stockholders of any particular class shall be distributed among such stockholders in proportion to the number of shares of that class held by them and recorded on the books of the corporation. Any assets - 5 - not readily identifiable as belonging to any particular class shall be allocated by or under the supervision of the Board of Directors to and among any one or more of the classes established and designated, as provided herein. Any such allocation by the Board of Directors shall be conclusive and binding for all purposes. (5) Each holder of shares of capital stock of the Corporation shall be entitled to require the Corporation to redeem all or any part of the shares of capital stock of the Corporation standing in the name of such holder on the books of the Corporation, at the redemption price of such shares as in effect from time to time, subject to the right of the Board of Directors of the Corporation to suspend the right of redemption of shares of capital stock of the Corporation or postpone the time of payment of such redemption price in accordance with provisions of applicable law. The redemption price of shares of capital stock of the Corporation shall be the net asset value thereof as determined by, or pursuant to the direction of the Board of Directors of the Corporation from time to time in accordance with the provisions of applicable law, less such redemption fee or other charge, if any, as may be fixed by resolution of the - 6 - Board of Directors of the Corporation. Redemption shall be conditional upon the Corporation having funds legally available therefor. Payment of the redemption price shall be made in cash or by check or current funds, or in assets other than cash, by the Corporation at such time and in such manner as may be determined from time to time by the Board of Directors of the Corporation. (6) The Corporation's shares of stock are issued and sold, and all persons who shall acquire stock of the Corporation shall acquire the same, subject to the condition and understanding that the provisions of the Articles of Incorporation of the Corporation, as from time to time amended, shall be binding upon them. SECOND: The shares aforesaid have been duly classified or reclassified by the Board of Directors pursuant to the authority and power contained in Article V of the Articles of Incorporation of the Corporation. - 7 - IN WITNESS WHEREOF, METROPOLITAN SERIES FUND, INC. has caused these presents to be signed in its name and on its behalf by its President and Chief Executive Officer and its corporate seal to be hereunto affixed and attested by its Secretary, on October 6, 1987. METROPOLITAN SERIES FUND, INC. By /s/ Jeffrey J. Hodgman ---------------------------- Jeffrey J. Hodgman President and Chief Executive Officer Attest: /s/ Christopher P. Nicholas - --------------------------- Christopher P. Nicholas Secretary THE UNDERSIGNED, President of METROPOLITAN SERIES FUND, INC., who executed on behalf of said Corporation the foregoing Articles Supplementary to the Articles of Incorporation, of which this certificate is made a part, hereby acknowledges, in the name and on behalf of said Corporation, the foregoing Articles Supplementary to the Articles of Incorporation to be the corporate act of said Corporation and further certifies that, to the best of his knowledge, information and belief, the matters and facts set forth therein with respect to the approval thereof are true in all material respects, under the penalties of perjury. /s/ Jeffrey J. Hodgman ---------------------------- Jeffrey J. Hodgman - 8 - [LOGO] A STATE OF MARYLAND STATE DEPARTMENT OF ASSESSMENTS AND TAXATION Gene L. Burner, Director DOCUMENT CODE 16 BUSINESS CODE ______ COUNTRY 74 ------ ------ #D1484096 ___P.A ___Religious ___Close ___Stock ___Nonstock -------- Merging Surviving (Transferor) ______________________ (Transferee) ______________________ ___________________________________ ___________________________________ ___________________________________ ___________________________________ ___________________________________ ___________________________________ CODE AMOUNT FEE REMITTED 20 ______ Organ. & Capitalization Name Change 61 ______ Rec. Fee (Arts of Inc.) ----------- 62 26 Rec. Fee (Amendment) (New Name) ____________________ ------ ________________________________ 63 ______ Rec. Fee (Merger or ________________________________ Consolidation) 64 ______ Rec. Fee (Transfer) 65 ______ Rec. Fee (Dissolution) _____ Change of Name 66 ______ Rec. Fee (Revival) 52 ______ Foreign Qualification _____ Change of Principal Office 50 ______ Cert. of Qual. or Req. 51 ______ Foreign Name Registration _____ Change of Resident Agent 13 50 5 Certified Copy 40 ------ _____ Change of Resident Agent 56 ______ Penalty Address 54 ______ For. Supplemental Cert. 73 ______ Cert. of Conveyance ______ _________________________ ______ _________________________ Code ____________ ______ _________________________ 75 ______ Special Fee ATTENTION: ____________________ 80 ______ For. Limited Partnership ________________________________ 83 ______ Cert. Limited Partnership ________________________________ 84 ______ Amendment of Limited Partnership MAIL TO ADDRESS: _______________ 85 ______ Terminaton of Limited United Corp. Services Partnership 9 E. 40th Street 21 ______ Recordation Tax New York, NY 10016 22 ______ State Transfer Tax 23 ______ Local Transfer Tax NOTE: 31 ______ ____ Corp. Good Standings ----- NA ______ Foreign Corporation Registration 87 ______ ____ Limited Part. Good Standings 71 ______ Financial 600 ______ _________________ Personal Property Reports and _____ ________ late filing penalties ___ ______ Other ____________________ ___ ______ Other ____________________ TOTAL FEES 76 ------ X Check ______ Cash ------ _______ Documents on ______ checks APPROVED BY: PCM ----- EX-1.(F) 6 ARTICLES SUPPLEMENTARY OF REGISTRANT EXHIBIT 1(F) METROPOLITAN SERIES FUND. INC. ----------------------------- ARTICLES SUPPLEMENTARY ---------------------- TO -- ARTICLES OF INCORPORATION ------------------------- METROPOLITAN SERIES FUND, INC., a Maryland corporation having its principal office in this State c/o United Corporate Services, Inc., One Charles Center, Suite 1200, Baltimore, Maryland 21201 (hereinafter called the Corporation), hereby certifies to the State Department of Assessments and Taxation of Maryland, that: FIRST: The Board of Directors of the Corporation, at a meeting duly convened and held on January 25, 1990, adopted a resolution classifying or reclassifying one hundred million (100,000,000) unissued shares of capital stock of the Corporation of the par value of $0.01 per share by reclassifying one (1) class of capital stock, formerly designated as Aggressive Discretionary Portfolio Capital Stock, as Stock Index Portfolio Capital Stock and by allocating or reallocating such one hundred million shares so that the total number of shares of authorized capital stock of the Corporation shall be divided among the following classes of capital stock, each class comprising the number of shares and having the designations, preferences, rights, voting powers and such qualifications, limitations and restrictions as are hereinafter set forth: CLASS NUMBERS OF SHARES ----- ----------------- Money Market Portfolio Capital Stock 100,000,000 Income Portfolio Capital Stock 100,000,000 Growth Portfolio Capital Stock 100,000,000 Diversified Portfolio Capital Stock 100,000,000 (formerly known as Discretionary) GNMA Portfolio Capital Stock 100,000,000 Global Portfolio Capital Stock 100,000,000 Aggressive Growth Portfolio Capital Stock 100,000,000 Stock Index Portfolio Capital Stock 100,000,000 Equity Income Portfolio Capital Stock 100,000,000 Unclassified 100,000,000 The holders of each share of stock of the Corporation shall be entitled to one vote for each full share, and a fractional vote for each fractional share of stock, irrespective of the class, then standing in his name on the books of the Corporation. On any matter submitted to a vote of the stockholders, all shares of the Corporation then issued and outstanding and entitled to vote shall be voted in the aggregate and not by class except (1) when otherwise required by law and (2) if the Board of Directors, in its sole discretion, determines that any matter concerns only one or more particular class or classes, it may direct that only holders of that class or those classes may vote on the matter. Except as the Board of Directors may provide in classifying or reclassifying any unissued shares of stock, each class of stock of the Corporation shall have the following powers, preferences or other special rights, and the qualifications, restrictions, and limitations thereof shall be as follows: (1) Except as may be otherwise provided herein, all consideration received by the Corporation for the issue or sale of shares of stock of a particular class, together with all assets in which such consideration is invested or reinvested, all income, earnings, profits, and proceeds thereof, including any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds in whatever form, shall constitute assets of that class, as opposed to other classes of the Corporation, subject only to the rights of creditors, and are herein referred to as assets "belonging to" that class. Any assets, income, earnings, profits, and proceeds thereof, funds or payments which are not readily identifiable as belonging to any particular class, shall be allocated by or under the supervision of the Board of Directors to and among any one or more of the classes established and designated from time to time, in such manner and on such basis as the Board of Directors, in its sole discretion, deems fair and equitable. (2) The Board of Directors may from time to time declare and pay dividends or distributions, in stock or in cash, on any or all classes of stock, the amount of such dividends and distributions and the payment of them being wholly in the discretion - 3 - of the Board of Directors, giving due consideration to the interests of each class and to the interests of the Corporation as a whole. Pursuant to the foregoing: (i) Dividends or distributions on shares of any class of stock shall be paid only out of surplus or other lawfully available assets determined by the Board of Directors as belonging to such class. (ii) Inasmuch as the Corporation intends to qualify as a "regulated investment company" under the Internal Revenue Code of 1954, as amended, or any successor or statute comparable thereto, and regulations promulgated thereunder, and inasmuch as the computation of net income and gains for Federal income tax purposes may vary from the computation thereof on the books of the Corporation, the Board of Directors shall have the power in its discretion to distribute in any fiscal years as dividends, including dividends designated in whole or in part as capital gains distributions, amounts sufficient in the opinion of the Board of Directors, to enable the Corporation to qualify as a regulated investment company and to avoid liability for the Corporation for Federal income tax in respect of that year. In furtherance, - 4 - and not in limitation of the foregoing, in the event that a class of shares has a net capital loss for a fiscal year, and to the extent that a net capital loss for a fiscal year offsets net capital gains from one or more of the other classes, the amount to be deemed available for distribution to the class or classes with the net capital gain may be reduced by the amount offset. (3) The assets belonging to any class of stock shall be charged with the liabilities in respect to such class, and shall also be charged with its share of the general liabilities of the Corporation in proportion to the net asset value of the respective classes before allocation of general liabilities. However the decision of the Board of Directors as to the amount of assets and liabilities belonging to the Corporation, and their allocation to a given class or classes shall be final and conclusive. (4) In the event of the liquidation of the corporation the stockholders of each class that has been established and designated shall be entitled to receive, as a class, the excess of the assets belonging to that class over the liabilities belonging to that class. The assets so distributable to the stockholders of any particular class shall be distributed among such stockholders in proportion to the number of shares of that class held by them and recorded on the books of the corporation. Any assets - 5 - not readily identifiable as belonging to any particular class shall be allocated by or under the supervision of the Board of Directors to and among any one or more of the classes established and designated, as provided herein. Any such allocation by the Board of Directors shall be conclusive and binding for all purposes. (5) Each holder of shares of capital stock of the Corporation shall be entitled to require the Corporation to redeem all or any part of the shares of capital stock of the Corporation standing in the name of such holder on the books of the Coporation, at the redemption price of such shares as in effect from time to time, subject to the right of the Board of Directors of the Corporation to suspend the right of redemption of shares of capital stock of the Corporation or postpone the time of payment of such redemption price in accordance with provisions of applicable law. The redemption price of shares of capital stock of the Corporation shall be the net asset value thereof as determined by, or pursuant to the direction of the Board of Directors of the Corporation from time to time in accordance with the provisions of applicable law, less such redemption fee or other charge, if any, as may be fixed by resolution of the - 6 - Board of Directors of the Corporation. Redemption shall be conditional upon the Corporation having funds legally available therefor. Payment of the redemption price shall be made in cash or by check or current funds, or in assets other than cash, by the Corporation at such time and in such manner as may be determined from time to time by the Board of Directors of the Corporation. (6) The Corporation's shares of stock are issued and sold, and all persons who shall acquire stock of the Corporation shall acquire the same, subject to the condition and understanding that the provisions of the Articles of Incorporation of the Corporation, as from time to time amended, shall be binding upon them. SECOND: The shares aforesaid have been duly classified or reclassified by the Board of Directors pursuant to the authority and power contained in Article V of the Articles of Incorporation of the Corporation. - 7 - IN WITNESS WHEREOF, METROPOLITAN SERIES FUND, INC. has caused these presents to be signed in its name and on its behalf by its President and Chief Executive Officer and its corporate seal to be hereunto affixed and attested by its Secretary, on January 25, 1990. METROPOLITAN SERIES FUND, INC. BY /s/ Jeffrey J. Hodgman ------------------------------------- Jeffrey J. Hodgman President and Chief Executive Officer Attest: /s/ Christopher P. Nicholas - --------------------------- Christopher P. Nicholas Secretary THE UNDERSIGNED, President of METROPOLITAN SERIES FUND, INC., who executed on behalf of said Corporation the foregoing Articles Supplementary to the Articles of Incorporation, of which this certificate is made a part, hereby acknowledges, in the name and on behalf of said Corporation, the foregoing Articles Supplementary to the Articles of Incorporation to be the corporate act of said Corporation and further certifies that, to the best of his knowledge, information and belief, the matters and facts set forth therein with respect to the approval thereof are true in all material respects, under the penalties of perjury. /s/ Jeffrey J. Hodgman ------------------------------------ Jeffrey J. Hodgman EX-1.(G) 7 ARTICLES SUPPLEMENTARY OF REGISTRANT Exhibit 1(g) METROPOLITAN SERIES FUND, INC. ARTICLES SUPPLEMENTARY TO ARTICLES OF INCORPORATION METROPOLITAN SERIES FUND, INC., a Maryland corporation having its principal office in this State c/o United Corporate Series, Inc., One Charles Center, Suite 1200, Baltimore, Maryland 21201 (hereinafter called the Corporation), hereby certifies to the State Department of Assessments and Taxation of Maryland, that: FIRST: The Board of Directors of the Corporation, at a meeting duly convened and held on August 2, 1990, adopted a resolution classifying or reclassifying one hundred million (100,000,000) unissued shares of capital stock of the Corporation of the par value of $0.01 per share by reclassifying one (1) class of capital stock, formerly designated as Global Portfolio Capital Stock, as International Stock Portfolio Capital Stock and by allocating or reallocating such one hundred million shares so that the total number of shares of authorized capital stock of the Corporation shall be divided among the following classes of capital stock, each class comprising the number of shares and having the designations, preferences, rights, voting powers and such qualifications, limitations and restrictions as are hereinafter set forth: CLASS NUMBERS OF SHARES - --------------------------------------------- ----------------- Money Market Portfolio Capital Stock......... 100,000,000 Income Portfolio Capital Stock............... 100,000,000 Growth Portfolio Capital Stock............... 100,000,000 Diversified Portfolio Capital Stock.......... 100,000,000 GNMA Portfolio Capital Stock................. 100,000,000 International Stock Portfolio Capital Stock.. 100,000,000 Aggressive Growth Portfolio Capital Stock.... 100,000,000 Stock Index Portfolio Capital Stock.......... 100,000,000 Equity Index Portfolio Capital Stock......... 100,000,000 Unclassified................................. 100,000,000 The holders of each share of stock of the Corporation shall be entitled to one vote for each full share, and a fractional vote for each fractional share of stock, irrespective of the class, then standing in his name on the books of the Corporation. On any matter submitted to a vote of the stockholders, all shares of the Corporation then issued and outstanding and entitled to vote shall be voted in the aggregate and not by class except (1) when otherwise required by law and (2) if the Board of Directors, in its sole discretion, determines that any matter concerns only one or more particular class or classes, it may direct that only holders of that class or those classes may vote on the matter. Except as the Board of Directors may provide in classifying or reclassifying any unissued shares of stock, each class of stock of the Corporation shall have the following powers, preferences or other special rights, and the qualifications, restrictions, and limitations thereof shall be as follows: (1) Except as may be otherwise provided herein, all consideration received by the Corporation for the issue or sale of shares of stock of a particular class, together with all assets in which such consideration is invested or reinvested, all income, earnings, profits, and proceeds thereof, including any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds in whatever form, shall constitute assets of that class, as opposed to other classes of the Corporation, subject only to the rights of creditors, and are herein referred to as assets "belonging to" that class. Any assets, income, earnings, profits, and proceeds thereof, funds or payments which are not readily identifiable as belonging to any particular class, shall be allocated by or under the supervision of the Board of Directors to and among any one or more of the classes established and designated from time to time, in such manner and on such basis as the Board of Directors, in its sole discretion, deems fair and equitable. (2) The Board of Directors may from time to time declare and pay dividends or distributions, in stock or in cash, on any or all classes of stock, the amount of such dividends and distributions and the payment of them being wholly in the discretion - 3 - of the Board of Directors, giving due consideration to the interests of each class and to the interests of the Corporation as a whole. Pursuant to the foregoing: (i) Dividends or distributions on shares of any class of stock shall be paid only out of surplus or other lawfully available assets determined by the Board of Directors as belonging to such class. (ii) Inasmuch as the Corporation intends to qualify as a "regulated investment company" under the Internal Revenue Code of 1954, as amended, or any successor or statute comparable thereto, and regulations promulgated thereunder, and inasmuch as the computation of net income and gains for Federal income tax purposes may vary from the computation thereof on the books of the Corporation, the Board of Directors shall have the power in its discretion to distribute in any fiscal years as dividends, including dividends designated in whole or in part as capital gains distributions, amounts sufficient in the opinion of the Board of Directors, to enable the Corporation to qualify as a regulated investment company and to avoid liability for the Corporation for Federal income tax in respect of that year. In furtherance, - 4 - and not in limitation of the foregoing, in the event that a class of shares has a net capital loss for a fiscal year, and to the extent that a net capital loss for a fiscal year offsets net capital gains from one or more of the other classes, the amount to be deemed available for distribution to the class or classes with the net capital gain may be reduced by the amount offset. (3) The assets belonging to any class of stock shall be charged with the liabilities in respect to such class, and shall also be charged with its share of the general liabilities of the Corporation in proportion to the net asset value of the respective classes before allocation of general liabilities. However the decision of the Board of Directors as to the amount of assets and liabilities belonging to the Corporation, and their allocation to a given class or classes shall be final and conclusive. (4) In the event of the liquidation of the corporation the stockholders of each class that has been established and designated shall be entitled to receive, as a class, the excess of the assets belonging to that class over the liabilities belonging to that class. The assets so distributable to the stockholders of any particular class shall be distributed among such stockholders in proportion to the number of shares of that class held by them and recorded on the books of the corporation. Any assets - 5 - not readily identifiable as belonging to any particular class shall be allocated by or under the supervision of the Board of Directors to and among any one or more of the classes established and designated, as provided herein. Any such allocation by the Board of Directors shall be conclusive and binding for all purposes. (5) Each holder of shares of capital stock of the Corporation shall be entitled to require the Corporation to redeem all or any part of the shares of capital stock of the Corporation standing in the name of such holder on the books of the Corporation, at the redemption price of such shares as in effect from time to time, subject to the right of the Board of Directors of the Corporation to suspend the right of redemption of shares of capital stock of the Corporation or postpone the time of payment of such redemption price in accordance with provision of applicable law. The redemption price of shares of capital stock of the Corporation shall be the net asset value thereof as determined by, or pursuant to the direction of the Board of Directors of the Corporation from time to time in accordance with the provisions of applicable law, less such redemption fee or other charge, if any, as may be fixed by resolution of the - 6 - Board of Directors of the Corporation. Redemption shall be conditional upon the Corporation having funds legally available therefor. Payment of the redemption price shall be made in cash or by check or current funds, or in assets other than cash, by the Corporation at such time and in such manner as may be determined from time to time by the Board of Directors of the Corporation. (6) The Corporation's shares of stock are issued and sold, and all persons who shall acquire stock of the Corporation shall acquire the same, subject to the condition and understanding that the provisions of the Articles of Incorporation of the Corporation, as from time to time amended, shall be binding upon them. SECOND: The shares aforesaid have been duly classified or reclassified by the Board of Directors pursuant to the authority and power contained in Article V of the Articles of Incorporation of the Corporation. - 7 - IN WITNESS WHEREOF, METROPOLITAN SERIES FUND, INC. has caused these presents to be signed in its name and on its behalf by its President and Chief Executive Officer and its corporate seal to be hereunto affixed and attested by its Secretary, on August 3, 1990. METROPOLITAN SERIES FUND, INC. By /s/ Jeffrey J. Hodgman ------------------------------------- Jeffrey J. Hodgman President and Chief Executive Officer Attest: /s/ Christopher P. Nicholas - --------------------------- Christopher P. Nicholas Secretary THE UNDERSIGNED, President of METROPOLITAN SERIES FUND, INC., who executed on behalf of said Corporation the foregoing Articles Supplementary to the Articles of Incorporation, of which this certificate is made a part, hereby acknowledges, in the name and on behalf of said Corporation, the foregoing Articles Supplementary to the Articles of Incorporation to be the corporate act of said Corporation and further certifies that, to the best of his knowledge, information and belief, the matters and facts set forth therein with respect to the approval thereof are true in all material respects, under the penalties of perjury. /s/ Jeffrey J. Hodgman ------------------------------------- Jeffrey J. Hodgman - 8 - EX-2 8 BY-LAWS OF REGISTRANT EXHIBIT 2 As Amended 1/27/88 EXHIBIT D BY-LAWS OF METROPOLITAN SERIES FUND, INC. ARTICLE I Meetings of Stockholders Section 1. Annual Meeting. An annual meeting of the stockholders of the Corporation for the election of directors and for the transaction of such other business as may properly be brought before the meeting may, at the discretion of the Board of Directors, be held on such day during the period April 15 to May 16, as shall be designated by the Board of Directors in any year. Such meeting shall be held if required by the terms of Section 3A of this Article. Any business of the Corporation may be transacted at an annual meeting without being specifically designated in the notice, except such business as is specifically required by statute to be stated in the notice. Section 2. Special Meetings. At any time in the interval between annual meetings, special meetings of the stockholders, unless otherwise provided by law or by the Charter, may be called for any purpose or purposes by a majority of the Board of Directors, the Chairman of the Board or the President. Such purposes may include those specified in Section 3A of this Article. Section 3. Place of Meeting. An annual meeting and any special meeting of the stockholders shall be held at such place within the United States as the Board of Directors may from time to time determine. Section 3A. Required Meetings. An annual or special meeting of the stockholders of the Corporation shall be held in any year in which any one of the following is required to be acted on by stockholders under the Investment Company Act of 1940: (i) election of directors; (ii) approval of an investment management or sub-investment management agreement; (iii) ratification of the selection of independent public accountants; and (iv) approval of a distribution agreement. Section 4. Notice of Meetings; Waiver of Notice. Notice of the place, date and time of the holding of each annual and special meeting of the stockholders and the purpose or purposes of each special meeting shall be given personally or by mail, not less than 10 nor more than 90 days before the date of such meeting, to each stockholder entitled to vote at such meeting and to each other stockholder entitled to notice of the meeting. The Board of Directors may fix, in advance, a record date which shall not be less than 10 nor more than 90 days before the date of such meeting. Notice by mail shall be deemed to be duly given when deposited in the United States mail addressed to the stockholder at his address as it appears on the records of the Corporation, with postage thereon prepaid. Notice of any meeting of stockholders shall be deemed waived by any stockholder who shall attend such meeting in person or by proxy, or who shall, either before or after the meeting, submit a signed waiver of notice which is filed with the records of the meeting. When a meeting is adjourned to another time and place, unless the Board of Directors, after the adjournment, shall fix a new record date for an adjourned meeting, or the adjournment is for more than 120 days after the original record date, notice of such adjourned meeting need not be given if the time and place to which the meeting shall be adjourned were announced at the meeting at which the adjournment is taken. - 2 - Section 5. Quorum. At all meetings of the stockholders, the holders of a majority of the shares of stock of the Corporation entitled to vote at the meeting, present in person or by proxy, shall constitute a quorum for the transaction of any business, except as otherwise provided by statute or by the Charter or these By-Laws. In the absence of a quorum no business may be transacted, except that the holders of a majority of the shares of stock present in person or by proxy and entitled to vote my adjourn the meeting from time to time to a date not more than 120 days after the original record date, without notice other than announcement thereat except as otherwise required by these By-Laws, until the holders of the requisite amount of shares of stock shall be so present. At any such adjourned meeting at which a quorum may be present any business may be transacted which might have been transacted at the meeting as originally called. When a quorum is once present to organize a meeting, it not broken by the subsequent withdrawal of any stockholder. Section 6. Organization. At each meeting of the stockholders, the Chairman of the Board, or in his absence or inability to act, the President, or in the absence or inability to act of the Chairman of the Board and the President, a Vice-President, shall act as chairman of the meeting. The Secretary, or in his absence or inability to act, any person appointed by the chairman of the meeting, shall act as secretary of the meeting and keep the minutes thereof. - 3 - Section 7. Order of Business. The order of business at all meetings of the stockholders shall be as determined by the chairman of the meeting. Section 8. Voting. Except as otherwise provided by statute or the Charter, each holder of record of shares of stock of the Corporation having voting power shall be entitled at each meeting of the stockholders to one vote for every share of such stock standing in his name on the record of stockholders of the Corporation as of the record date determined pursuant to Section 4 of this Article. Each stockholder entitled to vote at any meeting of stockholders may authorize another person or persons to act for him by a proxy signed by such stockholder or his attorney-in-fact. No proxy shall be valid after the expiration of eleven months from the date thereof, unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the stockholder executing it, except in those cases where such proxy states that it is irrevocable and where an irrevocable proxy is permitted by law. Except as otherwise provided by statute, the Charter or these By-Laws, any corporate action to be taken by vote of the stockholders shall be authorized by a majority of the total votes cast at a meeting of stockholders by the holders of shares present in person or represented by proxy and entitled to vote on such action. If a vote shall be taken on any question other than the election of directors, which shall be by written ballot, then unless - 4 - required by statute or these By-Laws, or determined by the chairman of the meeting to be advisable, any such vote need not be by ballot. On a vote by ballot, each ballot shall be signed by the stockholder voting, or by this proxy, if there be such proxy, and shall state the number of shares voted. Section 9. Inspectors. The Board may, in advance of any meeting of stockholders, appoint one or more inspectors to act at such meeting or any adjournment thereof. If the inspectors shall not be so appointed or if any of them shall fail to appear or act, the chairman of the meeting may, and on the request of any stockholder entitled to vote thereat shall, appoint inspectors. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath to execute faithfully the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors shall determine the number of shares outstanding and the voting power of each, the number of shares represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote in fairness to all stockholders. On request of the chairman of the meeting or any stockholder entitled to vote thereat, the inspectors shall make a report in writing of any - 5 - challenge, request or matter determined by them and shall execute a certificate of any fact found by them. No director or candidate for the office of director shall act as inspector of an election of directors. Inspectors need not be stockholders. Section 10. Consent of Stockholders in Lieu of Meeting. To the fullest extent permitted by Law, whenever any action is required or permitted to be taken at a meeting of stockholders by law, by the Charter or by By-Laws, such action may be taken without a meeting, without prior notice and without a vote of stockholders, if a consent in writing, setting forth the action so taken, shall be signed by the holders of all outstanding stock having voting power. The Board of Directors may fix, in advance, a record date to express consent to any corporate action in writing, not more than 90 days prior to any other action. If no such record date is fixed, the record date shall be the date on which the first written consent is received. ARTICLE II Board of Directors Section 1. General Powers. Except as otherwise provided in the Charter, the business and affairs of the Corporation shall be managed under the direction of its Board of Directors. The Board may exercise all the powers of the Corporation and do all such lawful acts and things as are not by statute or the Charter directed or required to be exercised or done by the stockholders. - 6 - Section 2. Number of Directors. The number of directors shall be fixed from time to time by resolution of the Board of Directors adopted by a majority of the Directors then in office; provided, however, that the number of directors shall in no event be less than the minimum number required by the Maryland General Corporation Law nor more than nine. Any vacancy created by an increase in directors may be filled in accordance with Section 6 of this Article II. No reduction in the number of directors shall have the effect of removing any director from office prior to the expiration of his term unless such director is specifically removed pursuant to Section 5 of this Article II at the time of such decrease. Directors need not be stockholders. Section 3. Election and Term of Directors. Except as otherwise provided in Sections 4 and 5 of this Article, the Directors shall be elected at each annual meeting of the stockholders to hold office until the next annual meeting of stockholders. Each Director shall hold office until the expiration of the term for which such Director is elected and until a successor has been elected and has qualified, or until such Director's earlier death, resignation or removal. At each meeting of the stockholders for the election of Directors, at which a quorum is present, the Directors shall be elected by a plurality of the votes cast by the holders of shares entitled to vote in such election. Members of the initial Board of Directors shall hold office until the first annual meeting of stockholders or until their - 7 - successors have been elected and qualified. The Board of Directors shall select one of its members to serve as Chairman of the Board. The Chairman shall preside at all meetings of the Board of Directors and all annual meetings of stockholders. Section 4. Resignation. A Director of the Corporation may resign at any time by giving written notice of his resignation to the Board or the Chairman of the Board or the President, a Vice-President or the Secretary. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon its receipt; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Section 5. Removal of Directors. Any Director of the Corporation may be removed with or without cause by the stockholders by a vote of a majority of the votes entitled to be cast for the election of Directors at any meeting of stockholders, duly called and at which a quorum is present. Section 6. Vacancies. Any vacancies in the Board, whether arising from death, resignation, removal, an increase in the number of Directors or any other cause, shall be filled by a vote of the majority of the Directors then in office even though such majority is less than a quorum, provided that no vacancies shall be filled by action of the remaining Directors, if after the filling of said vacancy or vacancies, less than two-thirds of the Directors then holding office shall have been elected by - 8 - the stockholders of the Corporation. In the event that at any time there is a vacancy in any office of a Director which vacancy may not be filled by the remaining Directors, a special meeting of the stockholders shall be held as promptly as possible and in any event within sixty days, for the purpose of filling said vacancy or vacancies. Any Directors elected or appointed to fill a vacancy shall hold office only until the next annual meeting of stockholders of the Corporation and until a successor shall have been chosen and qualifies or until his earlier resignation and removal. Section 7. Place of Meetings. Meetings of the Board may be held at such place as the Board may from time to time determine or as shall be specified in the notice of such meeting. Section 8. Annual and Regular Meetings. An annual organizational meeting of the Board of Directors shall be held immediately following adjournment of the annual meeting of stockholders at the place of such annual meeting. Notice of such meeting of the Board need not be given. The Board from time to time may provide for the holding of other regular meetings and fix the place (which may be within or without the State of Maryland) and time of such meetings. Notice of regular meetings need not be given, except that if the Board shall change the time or placed of any regular meeting, notice of such action shall be promptly communicated personally or by telephone or sent by first class mail, telegraph, radio or cable, to each Director who shall have - 9 - not been present at the meeting at which such action was taken, addressed to such Director at such Director's residence, usual place of business or other address designated with the Secretary for such purpose. Section 9. Special Meetings; Notice. Special meetings of the Board of Directors shall be held whenever called by the Chairman of the Board or the President, or in the absence or disability of both, by any Vice-President, or by the Secretary at the request of any two Directors, at such place (within or without the State of Maryland) as may be specified in the respective notices or waivers of notice of such meeting. Except as otherwise provided by law, a notice of each special meeting, stating the time and place thereof, shall be mailed to each Director addressed to such Director's residence, usual place of business, or other address designated with the Secretary for such purpose, at least two business days before the special meeting is to be held, or shall be sent to such Director at such place by telegraph, radio or cable, or delivered personally or by telephone not later than the day before the day on which such meeting is to be held. Notice may be waived in accordance with Section 11 of this Article. Section 10. Waiver of Notice of Meetings. Notice of any special meeting need not be given to any director who shall, either before or after the meeting, sign a written waiver of - 10 - notice or who shall attend such meeting. Except as otherwise specifically required by these By-Laws, a notice or waiver of notice of any meeting need not state the purposes of such meeting. Section 11. Quorum and Voting. One-third, but not less than two, of the members of the entire Board shall be present in person at any meeting of the Board in order to constitute a quorum for the transaction of business at such meeting, and except as otherwise required by statute, the Charter, these By-Laws, or other applicable laws and regulations, the act of a majority of the Directors present at any meeting at which a quorum is present shall be the act of the Board; provided, however, that the approval of any contract with an investment adviser or principal underwriter, as such terms are defined in the Investment Company Act of 1940, as amended, which the Corporation enters into or any renewal or amendment thereof, the approval of the fidelity bond required by the Investment Company Act of 1940, as amended, and the selection of the Corporation's independent public accountants shall each require the affirmative vote of a majority of the directors who are not parties to any such contract or interested persons of any such party so long as the Corporation is subject to the provisions of the Investment Company Act of 1940, as amended. In the absence of a - 11 - quorum at any meeting of the Board, a majority of the directors present thereat may adjourn such meeting to another time and place until a quorum shall be present thereat. Notice of the time and place of any such adjourned meeting shall be given to the Directors who were not present at the time of the adjournment and, unless such time and place were announced at the meeting at which the adjournment was taken, to the other Directors. At any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called. Section 12. Organization. The Board shall, by resolution adopted by a majority of the entire Board, designate a Chairman of the Board, who shall preside at each meeting of the Board. In the absence or inability of the Chairman of the Board to preside at a meeting, the President, or, in his absence or inability to act, another Director chosen be a majority of the directors present, shall act as chairman of the meeting and preside thereat. The Secretary (or, in his absence or inability to act, any person appointed by the Chairman) shall act as secretary of the meeting and keep the minutes thereof. Section 13. Written Consent of Directors in Lieu of a Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, and the consents are filed with the minutes of the proceedings of the Board or committee. - 12 - Section 14. Compensation. Directors may receive compensation for services to the Corporation in their capacities as directors or otherwise in such manner and in such amounts as may be fixed from time to time by the Board. Section 15. Manner of Acting. To the extent consistent with law, the Charter and the By-Laws, the Board of Directors may adopt such rules and regulations for the conduct of meetings of the Board and for the management of the property, affairs and business of the Corporation as the Board may deem appropriate. Members of the Board of Directors or of any Committee thereof may participate in a meeting of the Board or of such Committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at such meeting. ARTICLE III Committees Section 1. Executive Committee. The Board may designate an Executive Committee consisting of two or more of the Directors of the Corporation, which committee shall have and may exercise all the persons and authority of the Board with respect to all matters other than: (a) the recommendation to stockholders of any action requiring authorization of stockholders pursuant to the statute or the Charter; - 13 - (b) the filling of vacancies on the Board of Directors; (c) the fixing of compensation of the Directors for serving on the Board or on any committee of the Board, including the Executive Committee; (d) the approval or termination of any contract with an investment adviser or principal underwriter, as such terms are defined in the Investment Company Act of 1940, as amended, or the taking of any other action required to be taken by the Board of Directors by the Investment Company Act of 1940, as amended; (e) the amendment or repeal of these By-Laws or the adoption of new By-Laws; (f) the amendment or repeal of any resolution of the Board which by its terms may be amended or repealed only by the Board; (g) the declaration of dividends; (h) the approval of any merger or share exchange which does not require shareholder approval; and (i) the issuance of capital stock of the Corporation, except to the extent permitted by the Maryland General Corporation Law. The Executive Committee shall keep written minutes of its proceedings and shall report such minutes to the Board. All such proceedings shall be subject to revision or alteration by the Board; provided, however, that third parties shall not be prejudiced by such revision or alteration. - 14 - Section 2. Other Committees of the Board. The Board of Directors may from time to time, designate one or more other committees of the Board, each such committee to consist of such number of Directors and to have such powers and duties as the Board of Directors may, by resolution, prescribe. Section 3. General. One-third, but not less than two, of the members of any committee shall be present in person at any meeting of such committee in order to constitute a quorum for the transaction of business at such meeting, and the act of a majority present shall be the act of such committee. The Board may designate a chairman of any committee and such chairman or any two members of any committee may fix the time and place of its meetings unless the Board shall otherwise provide. In the absence or disqualification of any member of any committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. The Board shall have the power at any time to change the membership of any committee, to fill all vacancies, to designate alternate members to replace any absent or disqualified member, or to dissolve any such committee. Nothing herein shall be deemed to prevent the Board from appointing one or more committees consisting in whole or in part of persons who - 15 - are not directors of the Corporation; provided, however, that no such committee shall have or may exercise any authority or power of the Board in the management of the business or affairs of the Corporation. ARTICLE IV Officers, Agents and Employees Section 1. Term and Titles. The officers of the Corporation shall be elected or appointed by the Board of Directors and shall hold office at the pleasure of the Board or until the election or appointment and the qualification of a successor. There shall be a President, one or more Vice-Presidents, a Secretary and a Treasurer. The Board of Directors may also elect or appoint such other officers and agents, having such titles and with such responsibilities (including but not limited to Assistants of the titles previously mentioned) as it deems appropriate. The Board of Directors from time to time may delegate to the chief executive officer the power to appoint each such officers or agents and to prescribe their respective rights, terms of office, authorities and duties. Any two or more offices may be held by the same person, except the offices of President and Vice-President, but no officer shall act in more than one capacity to execute, acknowledge or verify any instrument required by law to be executed, acknowledged or verified in more than one capacity. - 16 - Section 2. Chief Executive Officer. The Board of Directors may from time to time determine who among the officers and in what order, shall act as chief executive officer. In the absence of such determination the President shall be the chief executive officer. Subject to the control of the Board and to the extent not otherwise prescribed by these By-Laws, the chief executive officer shall supervise the carrying out of the policies adopted or approved by the Board, shall exercise a general supervision and superintendence over all the business and affairs of the Corporation and shall possess such other powers and perform such other duties as may be incident to the office of chief executive officer. Section 3. Resignations. Any officer may resign at any time by delivering a signed notice of resignation to the Board of Directors, the Chairman of the Board, the President, a Vice-President or the Secretary. Such resignation shall take effect upon the later of delivery or the date specified therein. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise, may be filled by the Board at any regular or special meeting. Section 4. Removal of Officer, Agent or Employee. Any officer, agent or employee of the Corporation may be removed by the Board of Directors with or without cause at any time, and the Board may delegate such power of removal as to agents and employees not elected or appointed by the Board of Directors. Such removal shall be without prejudice to such person's - 17 - contracts rights, if any, but the appointment of any person as an officer, agent or employee of the Corporation shall not of itself create contract rights. Section 5. Vacancies. A Vacancy in any office, whether arising from death, resignation, removal or any other cause, may be filled for the unexpired portion of the term of the office which shall be vacant, in the manner prescribed in these By-Laws for the regular election or appointment to such office. Section 6. Compensation. The compensation of the officers of the Corporation shall be fixed by the Board of Directors, but this power may be delegated to any officer in respect of other officers under his control. Section 7. Bonds or other Security. If required by the Board, any officer, agent or employee of the Corporation shall give a bond or other security for the faithful performance of his duties, in such amount and with such surety or sureties as the Board may require. Section 8. The President. The President shall have the following powers and duties: (a) to be the chief operating officer of the Corporation, and, subject to the direction of the Board of Directors and (if the President is not also the chief executive officer) - 18 - the chief executive officer, to have general charge of the operations of the business, affairs and property of the Corporation and general operations of its officers, employees and agents; and (b) subject to these By-Laws the President shall exercise all powers and perform all duties incident to the office of president and chief operating officer of a corporation, and shall exercise such other powers and perform such other duties as from time to time may be assigned to the President by the Board or by the chief executive officer (if the President is not also the chief executive officer). Section 9. The Vice-Presidents. Each Vice-President shall exercise such powers and perform such duties as from time to time may be assigned to such Vice-President by the Board of Directors, the chief executive officer or the President. In the absence or during the disability of the President, the Vice-President designated by the Board of Directors or by the President, or if no such designation shall have been made, then the senior ranking Vice-President present shall perform all the duties of the resident and, when so acting, shall have all the powers of and be subject to all the restrictions upon the President. - 19 - Section 10. The Treasurer. Except as may otherwise be provided by the Board of Directors, the Treasurer shall have the following power and duties: (a) to have charge and supervision over and be responsible for the moneys, securities, receipts and disbursements of the Corporation; (b) to cause the moneys and other valuable effects of the Corporation to be deposited in the name and to the credit of the Corporation in such banks or trust companies or with such other depositories as shall be selected in accordance with Articles IX of these By-Laws; (c) to cause the moneys of the Corporation to be disbursed by checks or drafts (signed as provided on Article X of these By-Laws) upon the authorized depositories of the Corporation and cause to be taken and preserved proper vouchers for all moneys disbursed; (d) to render to the Board of Directors or the chief executive officer whenever requested, a statement of the financial condition of the Corporation and of all the financial transactions of the Corporation; (e) to be empowered from time to time to require from all officers or agents of the Corporation reports or statements giving such information as the Treasurer may desire with respect to any and all financial transactions of the Corporation; and (f) to perform all duties incident to the office of Treasurer, and such other duties as from time to time may be - 20 - assigned to the Treasurer by the Board of Directors, the chief executive officer or the President. Section 11. The Secretary. Except as may otherwise be provided by the Board of Directors, the Secretary shall have the following powers and duties: (a) to keep or cause to be kept a record of all the proceedings of the meetings of the stockholders and of the Board of Directors; (b) to cause all notices to the Board of Directors and stockholders to be duly given in accordance with the provisions of these By-Laws and as required by law; (c) to be the custodian of the records and of the seal of the Corporation. The Secretary may cause such seal (or a facsimile thereof) to be affixed to all instruments the execution of which on behalf of the Corporation under its seal shall have been duly authorized in accordance with these By-Laws, and when so affixed may attest the same; (d) to have charge of the stock books and ledgers of the Corporation and to cause the stock and transfer books to be kept in such manner as to show at any time the number of shares of stock of the Corporation of each class issued and outstanding, the names (alphabetically arranged) and the addresses of the holders of record of such shares, the number of shares held by each holder and the date as of which each became such hoder of record; - 21 - (e) to perform, in general, all duties incident to the office of Secretary and such other duties as may be given to the Secretary by these By-Laws or as may be assigned to the Secretary from time to time by the Board of Directors, the chief executive officer or the President; and (f) to the extent consistent with law, the Secretary may from time to time delegate performance of any one or more of the foregoing powers and duties, or powers and duties otherwise conferred upon the Secretary by these By-Laws, to one or more officers, agents or employees of the Corporation. Section 12. Delegation of Duties. In the case of the absence of any officer of the Corporation, or for any other reason that the Board may deem sufficient, the Board may confer for the time being the powers or duties, or any of them, of such officer upon any other officer or upon any director. Section 13. Authority and Duties of Officers. The officers of the Corporation shall have such authority and shall exercise such powers and perform such duties as may be specified in these By-Laws, or to the extent not so provided, by the chief executive officer and other officers acting pursuant to the chief executive officer's authority, except that in any event each officer shall exercise such powers and perform such duties as may be required by law. The chief executive officer may at any time suspend any officer, other than an officer who is a director, from any duties and authority for a period not exceeding 90 days. - 22 - ARTICLE V Indemnification (a) The Corporation shall indemnify or advance any expenses to Directors and Officers to the extent permitted or required by the Maryland General Corporation Law, provided, however, that the Corporation shall only be required to indemnify or advance expenses to any person other than a Director, to the extent specifically approved by resolution adopted by the Board of Directors in accordance with applicable law. (b) The indemnification provided hereunder shall continue as to a person who has ceased to be a Director or Officer, and shall inure to the benefit of the heirs, executors and administrators of such person. (c) Nothing contained in this Article shall be construed to protect any Director or Officer of the Corporation against any liability to the Corporation or its security holders to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of duties involved in the conduct of his office ("Disabling Conduct"). The means for determining whether indemnification shall be made shall be (i) a final decision on the merits by a court or other body before whom the proceeding was brought that the person to be indemnified ("Indemnitee") was not liable by reason of Disabling Conduct, or (ii) in the absence of such a - 23 - decision, a reasonable determination, based upon a review of the facts, that the Indemnitee was not liable by reason of Disabling Conduct, by (a) the vote of a majority of a quorum of Directors who are neither "interested persons" of the Corporation nor parties to the proceeding ("Disinterested Non-Party Directors"), or (b) an independent legal counsel in a written opinion. (d) Nothing contained in this Article shall be construed to permit the advancement of legal expenses for the defense of a proceeding brought by the Corporation or its security holders against a Director or officer of the Corporation unless an undertaking is furnished by or on behalf of the Indemnitee to repay the advance unless it is ultimately determined that he is entitled to indemnification, and the Indemnitee complies with at least one of the following conditions: (i) the Indemnitee shall provide a security for his undertaking, (ii) the Corporation shall be insured against losses arising by reason of any lawful advances, or (iii) a majority of a quorum of the Disinterested Non-Party Directors, or an independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe that the Indemnitee ultimately will be found entitled to indemnification. - 24 - ARTICLE VI Capital Stock Section 1. Issuance of Stock. The Board may authorize by resolution the issuance of some or all of any classes or series of stock of the Corporation with or without certificates. Each stockholder, if any, who is entitled to a certificate may request delivery of such a certificate or certificates in such form as shall be approved by the Board, representing the number of shares of stock of the Corporation owned by him, provided however, that certificates for fractional shares will not be delivered in any case. Certificates representing shares of stock shall be signed by or in the name of the Corporation by the President or a Vice-President and by the Secretary or an Assistant Secretary of the Treasurer or an Assistant Treasurer and sealed with the seal of the Corporation. Any or all of the signatures or the seal on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate shall be issued, it may be issued by the Corporation with the same effect as if such officer, transfer agent or registrar were still in office at the date of issue. At the time of the issuance or the transfer of shares not having the right to certificates, the Corporation shall send the stockholder a written statement of the information otherwise required to be on certificates by the Maryland General Corporation Law. - 25 - Section 2. Transfers of Shares. Transfers of shares of stock of the Corporation shall be made on the stock records of the Corporation only by the registered holder thereof, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary or with a transfer agent or transfer clerk, and on surrender of the certificate or certificates, if issued, for such shares properly endorsed or accompanied by a duly executed stock transfer power and the payment of all taxes thereon. Except as otherwise provided by law, the Corporation shall be entitled to recognize the exclusive right of a person in whose name any share or shares stand on the record of stockholders as the owner of such share or shares for all purposes, including, without limitation, the rights to receive dividends or other distributions, and to vote as such owner, and the Corporation shall not be bound to recognize any equitable or legal claim to or interest in any such share or shares on the part of any other person. Section 3. Regulations. The Board may make such additional rules and regulations, not inconsistent with these By-Laws, as it may deem expedient concerning the issue, transfer and registration of certificates for shares of stock of the Corporation. It may appoint, or authorize any officer or officers to appoint, one or more transfer agents or one or more transfer clerks and one or more registrars and may require all certificates for shares of stock to bear the signature or signatures of any of them. - 26 - Section 4. Lost, Destroyed or Mutilated Certificates. The holder of any certificates representing shares of stock of the Corporation shall immediately notify the Corporation of any loss, destruction or mutilation of such certificate, and the Corporation may issue a new certificate of stock in the place of any certificate theretofore issued by it which the owner thereof shall allege to have been lost or destroyed or which shall have been mutilated, and the Board may, in its discretion, require such owner or his legal representatives to give to the Corporation a bond in such sum, limited or unlimited, and in such form and with such surety or sureties, as the Board in its absolute discretion shall determine, to indemnify the Corporation against any claim that may be made against it on account of the alleged loss or destruction of any such certificate, or issuance of a new certificate. Anything herein to the contrary notwithstanding, the Board, in its absolute discretion, may refuse to issue any such new certificate, except pursuant to legal proceedings under the laws of the State of Maryland. Section 5. Fixing of a Record Date for Dividends and Distributions. The Board may fix, in advance, a date not more than ninety days preceding the date fixed for the payment of any dividend or the making of any distribution or the allotment of rights to subscribe for securities of the Corporation, or for the delivery of evidences of rights or evidences of interests arising out of any change, conversion or exchange of common stock or other securities, as the record date for the determination of the stockholders entitled to receive any such dividend, - 27 - distribution, allotment, rights or interests, and in such case only the stockholders of record at the time so fixed shall be entitled to receive such dividend, distribution, allotment, rights or interests. ARTICLE VII Seal The seal of the Corporation shall be in the form adopted by the Board of Directors. The seal may be used by causing it or a facsimile thereof to be impressed, affixed or reproduced, or to place the word "(seal)" adjacent to the signature of the authorized officer of the Corporation, or in any other lawful manner. ARTICLE VIII Fiscal Year Section 1. Fiscal Year. Unless otherwise determined by the Board, the fiscal year of the Corporation shall end on the 31st day of December in each year. Section 2. Books and records. Except to the extent otherwise required by law, the books and records of the Corporation shall be kept at such place or places (within or without the State of Maryland) as may be determined from time to time by the Board of Directors. - 28 - ARTICLE IX Depositories and Custodians Section 1. Depositories. The funds of the Corporation shall be deposited with such banks or other depositories as the Board of Directors of the Corporation may from time to time determine. Section 2. Custodians. All securities and other investments shall be deposited in the safekeeping of such banks or other companies as the Board of Directors of the Corporation may from time to time determine. Every arrangement entered into with any bank or other company for the safekeeping of the securities and investments of the Corporation shall contain provisions complying with all applicable law, rules and regulations. ARTICLE X Execution of Instruments and Borrowing of Money Section 1. Execution of Instruments. Except as may otherwise be provided in a resolution adopted by the Board of Directors, the Chairman of the Board, the President, or any Vice-President may enter into any contract or execute and deliver any instrument and affix the corporate seal in the name and on behalf of the Corporation. Any Vice-President designated by a number or a word or words added before or after the title Vice-President to indicate rank or responsibilities, but not an Assistant Vice-President, shall be a Vice-President for the purposes of this Article. The Board may authorize any other - 29 - officer, employee or agent or enter into any contract or execute and deliver any instrument and affix the corporate seal in the name and on behalf of the Corporation. Any such authorization may be general or limited to specific contracts or instruments. Section 2. Checks, Notes, Drafts etc. Checks, notes, drafts, acceptances, bills of exchange and other orders or obligations for the payment of money shall be signed by such officer or officers or person or persons as the Board of Directors by resolution shall from time to time designate. Section 3. Sale or Transfer of Securities. Stock certificates, bonds or other securities at any time owned by the Corporation may be held on behalf of the Corporation or sold, transferred or otherwise disposed of subject to any limits imposed by Article VI of these By-Laws and pursuant to authorization by the Board and, when so authorized to be held on behalf of the Corporation or sold, transferred or otherwise disposed of, may be transferred from the name of the Corporation by signature of the President or a Vice-President or the Treasurer or the Assistant Treasurer or the Secretary or the Assistant Secretary. Section 4. Loans. No loan or advance shall be contracted on behalf of the Corporation, and no note, bond or other evidence of indebtedness shall be executed or delivered in its name, except as may be authorized by the Board of Directors. Any such authorization may be general or limited to specific loans or advances, or notes, bonds or other evidences of indebtedness. Any officer or agent of the Corporation so - 30 - authorized may effect loans and advances on behalf of the Corporation, and in return for any such loans or advances may execute and deliver notes, bonds or other evidences of indebtedness of the Corporation. Section 5. Voting as Securityholder. The Chairman of the Board, the President and such other person or persons as the Board of Directors may from time to time authorize, shall each have full power and authority on behalf of the Corporation, to attend any meeting of securityholders of any corporation in which the Corporation may hold securities, and to act, vote (or execute proxies to vote) and exercise in person or by proxy all other rights, powers and privileges incident to the ownership of such securities, and to execute any instrument expressing consent to or dissent from any action of any such corporation without a meeting, subject to such restrictions or limitations as the Board of Directors may from time to time impose. Section 6. Facsimile Signatures. The Board of Directors may authorize the use of a facsimile signature or signatures on any instrument. If any Officer whose facsimile signature has been placed upon any form of instrument shall have ceased to be such Officer before such instrument is issued, such instrument may be issued with the same effect as if such person had been such Officer at the time of its issue. - 31 - ARTICLE XIV Amendments All By-Laws of the Corporation, whether adopted by the Board of Directors or the stockholders, shall be subject to amendment or repeal, and new By-Laws may be made, by the affirmative vote of the holders of a majority of the outstanding shares of stock of the Corporation entitled to vote. All By-Laws of the Corporation, other this Section and any other Section that provides it may be amended or repealed only by the stockholders, whether adopted by the Board of Directors or the stockholders, shall be subject to amendment or repeal and new By-Laws may be made by resolution adopted by a majority of the whole Board of Directors provided, however that By-Laws which by their terms are subject to amendment or repeal only by the stockholders shall prevail over new By-Laws made by the Board of Directors. Notwithstanding anything herein to the contrary, no amendment or repeal of Article V of these By-Laws shall affect adversely any then existing rights of any Director or Officer. - 32 - I, CHRISTOPHER P. NICHOLAS, Secretary of Metropolitan Series Fund, Inc., a Maryland corporation, do hereby certify that the foregoing is a full, true and correct copy of the By-Laws of said Metropolitan Series Fund, Inc., as amended to date. IN WITNESS WHEREOF, I have hereunto set my hand and have caused to be affixed the corporate seal of said Metropolitan Series Fund, Inc. this 19th day of February 1988. /s/ Christopher P. Nicholas --------------------------------- Christopher P. Nicholas Secretary Metropolitan Series Fund, Inc. - 33 - EX-4 9 SPECIMEN CERTIFICATES NUMBER [ART] SHARES M
INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND METROPOLITAN SERIES FUND, INC. AUTHORIZED ISSUE 100,000,000 SHARES GROWTH PORTFOLIO DISCRETIONARY PORTFOLIO INCOME PORTFOLIO GNMA PORTFOLIO MONEY MARKET PORTFOLIO $100,000,000 $100,000,000 $100,000,000 $100,000,000 $100,000,000 PAR VALUE $.01 EACH PAR VALUE $.01 EACH PAR VALUE $.01 EACH PAR VALUE $.01 EACH PAR VALUE $.01 EACH
THE CORPORATION WILL FURNISH TO ANY SHAREHOLDER UPON REQUEST WITHOUT CHARGE, A FULL STATEMENT OF THE DESIGNATION, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS OF EACH CLASS OF SHARES AND SERIES OF SHARES AUTHORIZED TO BE ISSUED. This Certifies that SPECIMEN is the owner of fully paid -------- ----------------------- and non-assessable shares. OF THE MONEY MARKET PORTFOLIO OF METROPOLITAN SERIES FUND, INC. transferable only on the books of the Corporation by the holder hereof in person or by duly authorized Attorney upon surrender of this Certificate property endorsed. In Witness Whereof, the said Corporation has caused this Certificate to be signed by its duly authorized officers and to be sealed with the Seal of the Corporation this_____________day of_______________A.D.19_____ _________________________ _________________________ SECRETARY TREASURER PRESIDENT NUMBER [ART] SHARES GN
INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND METROPOLITAN SERIES FUND, INC. AUTHORIZED ISSUE 100,000,000 SHARES GROWTH PORTFOLIO DISCRETIONARY PORTFOLIO INCOME PORTFOLIO GNMA PORTFOLIO MONEY MARKET PORTFOLIO $100,000,000 $100,000,000 $100,000,000 $100,000,000 $100,000,000 PAR VALUE $.01 EACH PAR VALUE $.01 EACH PAR VALUE $.01 EACH PAR VALUE $.01 EACH PAR VALUE $.01 EACH
THE CORPORATION WILL FURNISH TO ANY SHAREHOLDER UPON REQUEST WITHOUT CHARGE, A FULL STATEMENT OF THE DESIGNATION, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS OF EACH CLASS OF SHARES AND SERIES OF SHARES AUTHORIZED TO BE ISSUED. This Certifies that SPECIMEN is the owner of fully paid -------- ----------------------- and non-assessable shares. OF THE GNMA PORTFOLIO OF METROPOLITAN SERIES FUND, INC. transferable only on the books of the Corporation by the holder hereof in person or by duly authorized Attorney upon surrender of this Certificate property endorsed. In Witness Whereof the said Corporation has caused this Certificate to be signed by its duly authorized officers and to be sealed with the Seal of the Corporation this_____________day of_______________A.D.19_____ _________________________ _________________________ SECRETARY TREASURER PRESIDENT NUMBER [ART] SHARES I
INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND METROPOLITAN SERIES FUND, INC. AUTHORIZED ISSUE 100,000,000 SHARES GROWTH PORTFOLIO DISCRETIONARY PORTFOLIO INCOME PORTFOLIO GNMA PORTFOLIO MONEY MARKET PORTFOLIO $100,000,000 $100,000,000 $100,000,000 $100,000,000 $100,000,000 PAR VALUE $.01 EACH PAR VALUE $.01 EACH PAR VALUE $.01 EACH PAR VALUE $.01 EACH PAR VALUE $.01 EACH
THE CORPORATION WILL FURNISH TO ANY SHAREHOLDER UPON REQUEST WITHOUT CHARGE. A FULL STATEMENT OF THE DESIGNATION, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS OF EACH CLASS OF SHARES AND SERIES OF SHARES AUTHORIZED TO BE ISSUED. This Certifies that SPECIMEN is the owner of fully paid -------- ----------------------- and non-assessable shares. OF THE INCOME PORTFOLIO OF METROPOLITAN SERIES FUND, INC. TRANSFERABLE only on the books of the Corporation by the holder hereof in person or by duly authorized Attorney upon surrender of this Certificate property endorsed. In Witness Whereof the said Corporation has caused this Certificate to be signed by its duly authorized officers and to be sealed with the Seal of the Corporation this_____________day of_______________A.D.19_____ _________________________ _________________________ SECRETARY TREASURER PRESIDENT NUMBER [ART] SHARES G
INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND METROPOLITAN SERIES FUND, INC. AUTHORIZED ISSUE 100,000,000 SHARES GROWTH PORTFOLIO DISCRETIONARY PORTFOLIO INCOME PORTFOLIO GNMA PORTFOLIO MONEY MARKET PORTFOLIO $100,000,000 $100,000,000 $100,000,000 $100,000,000 $100,000,000 PAR VALUE $.01 EACH PAR VALUE $.01 EACH PAR VALUE $.01 EACH PAR VALUE $.01 EACH PAR VALUE $.01 EACH
THE CORPORATION WILL FURNISH TO ANY SHAREHOLDER UPON REQUEST WITHOUT CHARGE. A FULL STATEMENT OF THE DESIGNATION, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS OF EACH CLASS OF SHARES AND SERIES OF SHARES AUTHORIZED TO BE ISSUED. This Certifies that SPECIMEN is the owner of fully paid -------- ----------------------- and non-assessable shares. OF THE GROWTH PORTFOLIO OF METROPOLITAN SERIES FUND, INC. transferable only on the books of the Corporation by the holder hereof in person or by duly authorized Attorney upon surrender of this Certificate property endorsed. In Witness Whereof the said Corporation has caused this Certificate to be signed by its duly authorized officers and to be sealed with the Seal of the Corporation this_____________day of_______________A.D.19_____ _________________________ _________________________ SECRETARY TREASURER PRESIDENT NUMBER [ART] SHARES D
INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND METROPOLITAN SERIES FUND, INC. AUTHORIZED ISSUE 100,000,000 SHARES GROWTH PORTFOLIO DISCRETIONARY PORTFOLIO INCOME PORTFOLIO GNMA PORTFOLIO MONEY MARKET PORTFOLIO $100,000,000 $100,000,000 $100,000,000 $100,000,000 $100,000,000 PAR VALUE $.01 EACH PAR VALUE $.01 EACH PAR VALUE $.01 EACH PAR VALUE $.01 EACH PAR VALUE $.01 EACH
THE CORPORATION WILL FURNISH TO ANY SHAREHOLDER UPON REQUEST WITHOUT CHARGE. A FULL STATEMENT OF THE DESIGNATION, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS OF EACH CLASS OF SHARES AND SERIES OF SHARES AUTHORIZED TO BE ISSUED. This Certifies that SPECIMEN is the owner of fully paid -------- ----------------------- and non-assessable shares. OF THE DISCRETIONARY PORTFOLIO OF METROPOLITAN SERIES FUND, INC. transferable only on the books of the Corporation by the holder hereof in person or by duly authorized Attorney upon surrender of this Certificate property endorsed. In Witness Whereof the said Corporation has caused this Certificate to be signed by its duly authorized officers and to be sealed with the Seal of the Corporation this_____________day of_______________A.D.19_____ _________________________ _________________________ SECRETARY TREASURER PRESIDENT EX-5.(A) 10 INVESTMENT MANAGEMENT AGREEMENTS EXHIBIT 5(A) INCOME PORTFOLIO AMENDED INVESTMENT MANAGEMENT AGREEMENT AGREEMENT made this 29th day of April, 1987, and amended effective the 16th day of May, 1993, by and between Metropolitan Series Fund, Inc., a Maryland corporation (the "Fund"), and Metropolitan Life Insurance Company, a New York corporation (the "Investment Manager"); W I T N E S S E T H: WHEREAS, the Fund is engaged in business as a diversified open-end management investment company and is registered as such under the Investment Company Act of 1940 (the "Investment Company Act"); WHEREAS, the Fund, a series type of investment company, issues separate classes (or series) of stock, each of which represents a separate portfolio of investments; WHEREAS, the Fund is currently comprised of nine portfolios which are the Growth Portfolio, the Income Portfolio, the Money Market Portfolio, the Diversified Portfolio, the GNMA Portfolio, the Aggressive Growth Portfolio, the Equity Income Portfolio, the Stock Index Portfolio and the International Stock Portfolio, each of which pursues its investment objectives through separate investment policies, and the Fund may add or delete portfolios from time to time; WHEREAS, the Investment Manager is engaged principally in the business of insurance and also in rendering advisory services and is registered as an investment adviser under the Investment Advisers Act of 1940; WHEREAS, the Investment Manager currently provides investment management and corporate administrative services to each of the Portfolios pursuant to separate investment management agreements between the Fund and the Investment Manager; and WHEREAS, the Fund desires to enter into an amended investment management agreement with respect to the Income Portfolio of the Fund with the Investment Manager; NOW THEREFORE, in consideration of the premises and the covenants hereinafter contained, the Fund and the Investment Manager hereby agree as follows: ARTICLE 1. Duties of the Investment Manager. -------------------------------- The Fund hereby employs the Investment Manager to act as the investment adviser to and investment manager of the Income Portfolio (the "Portfolio") and to manage the investment and reinvestment of the assets of the Portfolio and to administer its affairs, subject to the supervision of the Board of Directors of the Fund, for the period and on the terms and conditions set forth in this Agreement. The Investment Manager hereby accepts such employment and agrees during such period, at its own expense, to render the services and to assume the obligations herein set forth for the compensation provided for herein. The Investment Manager shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise provided or authorized, have no authority to act for or represent the Fund in 2 any way or otherwise be deemed an agent of the Fund other than in furtherance of its duties and responsibilities as set forth in this Agreement. (a) Investment Management Services. In acting as investment manager ------------------------------ to the Portfolio, the Investment Manager shall regularly provide the Portfolio with such investment research, advice and management as the Fund may from time to time consider necessary for the proper management of the Portfolio and shall furnish continuously an investment program and shall determine which securities shall be purchased, sold or exchanged and what portion of the assets of the Portfolio shall be held in the various securities or other assets, subject always to any restrictions of the Fund's Articles of incorporation and By-Laws, as amended or supplemented from time to time, the provisions of applicable laws and regulations including the Investment Company Act, and the statements relating to the Portfolio's investment objectives, policies and restrictions as the same are set forth in the prospectus of the Fund then-currently effective Securities Act of 1933 (the under the "Prospectus"). Should the Board of Directors of the Fund at any time, however, make any definite determination as to investment policy and notify the Investment Manager thereof, the Investment Manager shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Investment Manager shall take, on behalf of the Fund, all actions which it deems necessary to implement the 3 investment policies of the Portfolio, determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the Portfolio with brokers or dealers selected by the Investment Manager. In connection with the selection of such brokers or dealers and the - -placing of such orders, the Investment Manager is directed at all times to follow the policies of the Fund as set forth in the Prospectus. Nothing herein shall preclude the "bunching" of orders for the sale or purchase of portfolio securities with the other Portfolios or with other accounts managed by the Investment Manager or the Investment Manager's general account and separate accounts. The Investment Manager shall not favor any account over any other and any purchase or sale orders executed contemporaneously shall be allocated in a manner it deems equitable among the accounts involved and at a price which is approximately averaged. (b) Administrative Services. In addition to the performance of ----------------------- investment advisory services, the Investment Manager shall perform administrative services in connection with the management of the Portfolio. In this connection, the Investment Manager agrees (i) to assist in managing all aspects of the Fund's operations relating to the Portfolio, including the coordination of all matters relating to the functions of the custodian, transfer agent, other shareholder service agents, accountants, attorneys and other parties performing services or operational functions for the Fund, (ii) to provide the Fund, at 4 the Investment Manager's expense, with services of persons competent to perform such professional, administrative and clerical functions as are necessary in order to provide effective administration of the Portfolio, including duties in connection with shareholder relations, reports, redemption requests and account adjustments and the maintenance of the books and records required of the Fund, and (iii) to provide the Fund, at the Investment Manager's expense, with adequate office space and related services necessary for its operations as contemplated in this Agreement. In performing such administrative services, the Investment Manager shall comply with all provisions of the Fund's Articles of Incorporation and By-Laws, with all laws and regulations to which the Fund may be subject and with all directions of the Fund's Board of Directors. The Investment Manager shall supply the Board of Directors and officers of the Fund with all statistical information regarding investments which is reasonably required by them and reasonably available to the Investment Manager. (c) Sub-Investment Manager. Notwithstanding any other provision of ---------------------- this Agreement, the Fund and the Investment Manager may agree to the employment of State Street Research & Management Company as the Sub-Investment Manager to the Fund for the purpose of providing investment management services with respect to the Portfolio, provided that the compensation to be paid to such Sub-Investment Manager shall be the sole responsibility of the Investment Manager and the duties and responsibilities of the 5 Sub-Investment Manager shall be as set forth in a sub-investment management agreement among the Investment Manager, the Sub-Investment Manager and the Fund on behalf of the Portfolio. ARTICLE 2. Allocation of Charges and Expenses. ---------------------------------- (a) The Investment Manager. In addition to the compensation paid to ---------------------- any Sub-Investment Manager as set forth in Article 1 above, the Investment Manager shall pay the organization costs of the Fund relating to the Portfolio. The Investment Manager also assumes expenses of the Fund relating to maintaining the staff and personnel, and providing the equipment, office space and facilities, necessary to perform its obligations under this Agreement. (b) The Fund. The Fund assumes and shall pay (or cause to be paid) -------- all other Fund expenses, including but not limited to the following expenses: the fee referred to in Article 3 below; interest and any other costs related to borrowings by the Fund attributable to the Portfolio; taxes payable by the Fund and attributable to the Portfolio; brokerage costs and other direct costs of effecting portfolio transactions (including any costs directly related to the acquisition, disposition, lending or borrowing of portfolio investments) on behalf of the Portfolio; the compensation of the directors and officers of the Fund who are not actively employed by the Investment Manager; custodian, registration and transfer agent fees; fees of outside counsel to 6 and of independent auditors of the Fund selected by the Board of Directors; expenses of printing and mailing to existing shareholders of registration statements, prospectuses, reports, notices and proxy solicitation materials of the Fund; all other expenses incidental to holding meetings of the Fund's shareholders; insurance premiums for fidelity coverage and errors and omissions insurance; and extraordinary or non-recurring expenses (such as legal claims and liabilities and litigation costs and any indemnification related thereto) attributable to the Portfolio. The Fund shall allocate the appropriate portion of the foregoing expenses to the Portfolio. All expenses of any activity which is primarily intended to result in the sale of the Fund's shares, and certain other expenses as detailed in the Fund's Distribution Agreement with Metropolitan Life Insurance Company, are assumed by the distributor of the Fund's shares. ARTICLE 3. Compensation of the Investment Manager. -------------------------------------- For the services rendered, the facilities furnished and expenses assumed by the Investment Manager, the Fund shall pay to the Investment Manager at the end of each calendar month a fee which shall accrue daily at the annual rate of 0.25% of the average daily value of the net assets of the Portfolio as determined and computed in accordance with the description of the method of determination of net asset value contained in the Prospectus. 7 ARTICLE 4. Limitation of Liability of the Investment Manager. ------------------------------------------------- (a) In the performance of advisory services as provided in Article l(a), the Investment Manager shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with any investment policy or the purchase, sale or redemption of any securities on the recommendation of the Investment Manager. Nothing herein contained shall be construed to protect the Investment Manager against any liability to the Fund or its shareholders to which the Investment Manager shall otherwise be subject by reason of willful misfeasance, bad faith, gross negligence in the performance of its duties on behalf of the Fund, reckless disregard of the Investment Manager's obligations and duties under this Agreement or the violation of any applicable law. (b) In the performance of administrative services as provided in Article l(b) and which the Investment Manager is obligated to perform hereunder, the Investment Manager shall be liable to the Fund or its shareholders for any willful or negligent act or omission in the performance of such administrative services. ARTICLE 5. Activities of the Investment Manager. ------------------------------------ The services of the Investment Manager under this Agreement are not to be deemed exclusive, and the Investment Manager shall be free to render similar services to others so 8 long as its services hereunder are not impaired thereby. It is understood that directors, officers, employees and shareholders of the Fund are or may become interested in the Investment manager, as directors, officers, employees or policyholders or otherwise and that directors, officers, employees or policyholders of the Investment Manager are or may become similarly interested in the Fund, and that the Investment Manager is or may become interested in the Fund as shareholder or otherwise. ARTICLE 6. Duration and Termination of this Agreement. ------------------------------------------ This Agreement shall become effective as of the date first above written and shall remain in force until May 16, 1994 and thereafter shall continue in effect, but only so long as such continuance is specifically approved at least annually by (i) the Board of Directors of the Fund, or by the vote of a majority of the outstanding shares of the Portfolio, and (ii) a majority of those directors who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval. This Agreement may be terminated with respect to the Portfolio at any time, without the payment of any penalty, by the Board of Directors of the Fund, or by vote of a majority of the outstanding shares of the Portfolio, on sixty days' written notice to the Investment Manager, or by the Investment Manager on sixty days' written notice to the Fund. This Agreement shall 9 automatically terminate in the event of its assignment. ARTICLE 7. Definitions. ----------- The terms "assignment," "interested person," and "majority of the outstanding shares," when used in this Agreement, shall have the respective meanings specified under the Investment Company Act. ARTICLE 8. Amendments of this Agreement. ---------------------------- This Agreement may be amended by the parties only if such amendment is specifically approved by (i) the Board of Directors of the Fund, or by the vote of a majority of the outstanding shares of the Portfolio, and (ii) by the vote of a majority of those directors of the Fund who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval. ARTICLE 9. Governing Law. ------------- The provisions of this Agreement shall be construed and interpreted in accordance with the laws of the State of New York as at the time in effect and the applicable provisions of the Investment Company Act. To the extent that the applicable law of the State of New York, or any of the provisions herein, conflict with the applicable provisions of the Investment Company Act, the latter shall control. 10 METROPOLITAN SERIES FUND, INC. By /s/ Jeffrey Hodgman ---------------------------- President Attest: /s/ Christopher P. Nicholas - --------------------------- Secretary METROPOLITAN LIFE INSURANCE COMPANY By /s/ Gerald Clark ---------------------------- Executive Vice-President Attest: /s/ Ruth Gluck - ------------------- Assistant Secretary 11 MONEY MARKET PORTFOLIO AMENDED INVESTMENT MANAGEMENT AGREEMENT AGREEMENT made this 29th day of April, 1987, and amended effective the 16th day of May, 1993, by and between Metropolitan Series Fund, Inc., a Maryland corporation (the "Fund"), and Metropolitan Life Insurance Company, a New York corporation (the "Investment Manager"); W I T N E S S E T H: WHEREAS, the Fund is engaged in business as a diversified open-end management investment company and is registered as such under the Investment Company Act of 1940 (the "Investment Company Act"); WHEREAS, the Fund, a series type of investment company, issues separate classes (or series) of stock, each of which represents a separate portfolio of investments; WHEREAS, the Fund is currently comprised of nine portfolios which are the Growth Portfolio, the Income Portfolio, the Money Market Portfolio, the Diversified Portfolio, the GNMA Portfolio, the Aggressive Growth Portfolio, the Equity Income Portfolio, the Stock Index Portfolio and the International Stock Portfolio, each of which pursues its investment objectives through separate investment policies, and the Fund may add or delete portfolios from time to time; WHEREAS, the Investment Manager is engaged principally in the business of insurance and also in rendering advisory services and is registered as an investment adviser under the Investment Advisers Act of 1940; WHEREAS, the Investment Manager currently provides investment management and corporate administrative services to each of the Portfolios pursuant to separate investment management agreements between the Fund and the Investment Manager; and WHEREAS, the Fund desires to enter into an amended investment management agreement with respect to the Money Market Portfolio of the Fund with the Investment Manager; NOW THEREFORE, in consideration of the premises and the covenants hereinafter contained, the Fund and the Investment Manager hereby agree as follows: ARTICLE 1. Duties of the Investment Manager. -------------------------------- The Fund hereby employs the Investment Manager to act as the investment adviser to and investment manager of the Money Market Portfolio (the "Portfolio") and to manage the investment and reinvestment of the assets of the Portfolio and to administer its affairs, subject to the supervision of the Board of Directors of the Fund, for the period and on the terms and conditions set forth in this Agreement. The Investment Manager hereby accepts such employment and agrees during such period, at its own expense, to render the services and to assume the obligations herein set forth for the compensation provided for herein. The Investment Manager shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise provided or authorized, have no authority to act for or represent the Fund in 2 any way or otherwise be deemed an agent of the Fund other than in furtherance of its duties and responsibilities as set forth in this Agreement. (a) Investment Management Services. In acting as investment manager to the ------------------------------ Portfolio, the Investment Manager shall regularly provide the Portfolio with such investment research, advice and management as the Fund may from time to time consider necessary for the proper management of the Portfolio and shall furnish continuously an investment program and shall determine which securities shall be purchased, sold or exchanged and what portion of the assets of the Portfolio shall be held in the various securities or other assets, subject always to any restrictions of the Fund's Articles of Incorporation and By-Laws, as amended or supplemented from time to time, the provisions of applicable laws and regulations including the Investment Company Act, and the statements relating to the Portfolio's investment objectives, policies and restrictions as the same are set forth in the prospectus of the Fund then-currently effective under the Securities Act of 1933 (the "Prospectus"). Should the Board of Directors of the Fund at any time, however, make any definite determination as to investment policy and notify the Investment Manager thereof, the Investment Manager shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Investment Manager shall take, on behalf of the Fund, all actions which it deems necessary to implement the 3 investment policies of the Portfolio, determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the Portfolio with brokers or dealers selected by the Investment Manager. In connection with the selection of such brokers or dealers and the placing of such orders, the Investment Manager is directed at all times to follow the policies of the Fund as set forth in the Prospectus. Nothing herein shall preclude the "bunching" of orders for the sale or purchase of portfolio securities with the other Portfolios or with other accounts managed by the Investment Manager or the Investment Manager's general account and separate accounts. The Investment Manager shall not favor any account over any other and any purchase or sale orders executed contemporaneously shall be allocated in a manner it deems equitable among the accounts involved and at a price which is approximately averaged. (b) Administrative Services. In addition to the performance of investment ----------------------- advisory services, the Investment Manager shall perform administrative services in connection with the management of the Portfolio. In this connection, the Investment Manager agrees (i) to assist in managing all aspects of the Fund's operations relating to the Portfolio, including the coordination of all matters relating to the functions of the custodian, transfer agent, other shareholder service agents, accountants, attorneys and other parties performing services or operational functions for the Fund, (ii) to provide the Fund, at 4 the Investment Manager's expense, with services of persons competent to perform such professional, administrative and clerical functions as are necessary in order to provide effective administration of the Portfolio, including duties in connection with shareholder relations, reports, redemption requests and account adjustments and the maintenance of the books and records required of the Fund, and (iii) to provide the Fund, at the Investment Manager's expense, with adequate office space and related services necessary for its operations as contemplated in this Agreement. In performing such administrative services, the Investment Manager shall comply with all provisions of the Fund's Articles of Incorporation and By-Laws, with all laws and regulations to which the Fund may be subject and with all directions of the Fund's Board of Directors. The Investment Manager shall supply the Board of Directors and officers of the Fund with all statistical information regarding investments which is reasonably required by them and reasonably available to the Investment Manager. (c) Sub-Investment Manager. Notwithstanding any other provision of this ---------------------- Agreement, the Fund and the Investment Manager may agree to the employment of State Street Research & Management Company as the Sub-Investment Manager to the Fund for the purpose of providing investment management services with respect to the Portfolio, provided that the compensation to be paid to such Sub-Investment Manager shall be the sole responsibility of the Investment Manager and the duties and responsibilities of the 5 Sub-Investment Manager shall be as set forth in a sub-investment management agreement among the Investment Manager, the Sub-Investment Manager and the Fund on behalf of the Portfolio. ARTICLE 2. Allocation of Charges and Expenses. ---------------------------------- (a) The Investment Manager. In addition to the compensation paid to any ---------------------- Sub-Investment Manager as set forth in Article 1 above, the Investment Manager shall pay the organization costs of the Fund relating to the Portfolio. The Investment Manager also assumes expenses of the Fund relating to maintaining the staff and personnel, and providing the equipment, office space and facilities, necessary to perform its obligations under this Agreement. (b) The Fund. The Fund assumes and shall pay (or cause to be paid) all -------- other Fund expenses, including but not limited to the following expenses: the fee referred to in Article 3 below; interest and any other costs related to borrowings by the Fund attributable to the Portfolio; taxes payable by the Fund and attributable to the Portfolio; brokerage costs and other direct costs of effecting portfolio transactions (including any costs directly related to the acquisition, disposition, lending or borrowing of portfolio investments) on behalf of the Portfolio; the compensation of the directors and officers of the Fund who are not actively employed by the Investment Manager; custodian, registration and transfer agent fees; fees of outside counsel to 6 and of independent auditors of the Fund selected by the Board of Directors; expenses of printing and mailing to existing shareholders of registration statements, prospectuses, reports, notices and proxy solicitation materials of the Fund; all other expenses incidental to holding meetings of the Fund's shareholders; insurance premiums for fidelity coverage and errors and omissions insurance; and extraordinary or non-recurring expenses (such as legal claims and liabilities and litigation costs and any indemnification related thereto) attributable to the Portfolio. The Fund shall allocate the appropriate portion of the foregoing expenses to the Portfolio. All expenses of any activity which is primarily intended to result in the sale of the Fund's shares, and certain other expenses as detailed in the Fund's Distribution Agreement with Metropolitan Life Insurance Company, are assumed by the distributor of the Fund's shares. ARTICLE 3. Compensation of the Investment Manager. -------------------------------------- For the services rendered, the facilities furnished and expenses assumed by the Investment Manager, the Fund shall pay to the Investment Manager at the end of each calendar month a fee which shall accrue daily at the annual rate of 0.25% of the average daily value of the net assets of the Portfolio as determined and computed in accordance with the description of the method of determination of net asset value contained in the Prospectus. 7 ARTICLE 4. Limitation of Liability of the Investment Manager. ------------------------------------------------- (a) In the performance of advisory services as provided in Article 1(a), the Investment Manager shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with any investment policy or the purchase, sale or redemption of any securities on the recommendation of the Investment Manager. Nothing herein contained shall be construed to protect the Investment Manager against any liability to the Fund or its shareholders to which the Investment Manager shall otherwise be subject by reason of willful misfeasance, bad faith, gross negligence in the performance of its duties on behalf of the Fund, reckless disregard of the Investment Manager's obligations and duties under this Agreement or the violation of any applicable law. (b) In the performance of administrative services as provided in Article 1(b) and which the Investment Manager is obligated to perform hereunder, the Investment Manager shall be liable to the Fund or its shareholders for any willful or negligent act or omission in the performance of such administrative services. ARTICLE 5. Activities of the Investment Manager. ------------------------------------ The services of the Investment Manager under this Agreement are not to be deemed exclusive, and the Investment Manager shall be free to render similar services to others so 8 long as its services hereunder are not impaired thereby. It is understood that directors, officers, employees and shareholders of the Fund are or may become interested in the Investment Manager, as directors, officers, employees or policyholders or otherwise and that directors, officers, employees or policyholders of the Investment Manager are or may become similarly interested in the Fund, and that the Investment Manager is or may become interested in the Fund as shareholder or otherwise. ARTICLE 6. Duration and Termination of this Agreement. ------------------------------------------ This Agreement shall become effective as of the date first above written and shall remain in force until May 16, 1994 and thereafter shall continue in effect, but only so long as such continuance is specifically approved at least annually by (i) the Board of Directors of the Fund, or by the vote of a majority of the outstanding shares of the Portfolio, and (ii) a majority of those directors who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval. This Agreement may be terminated with respect to the Portfolio at any time, without the payment of any penalty, by the Board of Directors of the Fund, or by vote of a majority of the outstanding shares of the Portfolio, on sixty days' written notice to the Investment Manager, or by the Investment Manager on sixty days' written notice to the Fund. This Agreement shall 9 automatically terminate in the event of its assignment. ARTICLE 7. Definitions. ----------- The terms "assignment," "interested person," and "majority of the outstanding shares," when used in this Agreement, shall have the respective meanings specified under the Investment Company Act. ARTICLE 8. Amendments of this Agreement. ---------------------------- This Agreement may be amended by the parties only if such amendment is specifically approved by (i) the Board of Directors of the Fund, or by the vote of a majority of the outstanding shares of the Portfolio, and (ii) by the vote of a majority of those directors of the Fund who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval. ARTICLE 9. Governing Law. ------------- The provisions of this Agreement shall be construed and interpreted in accordance with the laws of the State of New York as at the time in effect and the applicable provisions of the Investment Company Act. To the extent that the applicable law of the State of New York, or any of the provisions herein, conflict with the applicable provisions of the Investment Company Act, the latter shall control. 10 METROPOLITAN SERIES FUND, INC. By /s/ --------------------------------- President Attest: /s/ - --------------------------- Secretary METROPOLITAN LIFE INSURANCE COMPANY By /s/ --------------------------------- Executive Vice-President Attest: /s/ - --------------------------- Assistant Secretary 11 DIVERSIFIED PORTFOLIO AMENDED INVESTMENT MANAGEMENT AGREEMENT AGREEMENT made this 29th day of April, 1987, and amended effective the 16th day of May, 1993, by and between Metropolitan Series Fund, Inc., a Maryland corporation (the "Fund"), and Metropolitan Life Insurance Company, a New York corporation (the "Investment Manager"); W I T N E S S E T H: WHEREAS, the Fund is engaged in business as a diversified open-end management investment company and is registered as such under the Investment Company Act of 1940 (the "Investment Company Act"); WHEREAS, the Fund, a series type of investment company, issues separate classes (or series) of stock, each of which represents a separate portfolio of investments; WHEREAS, the Fund is currently comprised of nine portfolios which are the Growth Portfolio, the Income Portfolio, the Money Market Portfolio, the Diversified Portfolio, the GNMA Portfolio, the Aggressive Growth Portfolio, the Equity Income Portfolio, the Stock Index Portfolio and the International Stock Portfolio, each of which pursues its investment objectives through separate investment policies, and the Fund may add or delete portfolios from time to time; WHEREAS, the Investment Manager is engaged principally in the business of insurance and also in rendering advisory services and is registered as an investment adviser under the Investment Advisers Act of 1940; WHEREAS, the Investment Manager currently provides investment management and corporate administrative services to each of the Portfolios pursuant to separate investment management agreements between the Fund and the Investment Manager; and WHEREAS, the Fund desires to enter into an amended investment management agreement with respect to the Diversified Portfolio of the Fund with the Investment Manager; NOW THEREFORE, in consideration of the premises and the covenants hereinafter contained, the Fund and the Investment Manager hereby agree as follows: ARTICLE 1. Duties of the Investment Manager. --------------------------------- The Fund hereby employs the Investment Manager to act as the investment adviser to and investment manager of the Diversified Portfolio (the "Portfolio") and to manage the investment and reinvestment of the assets of the Portfolio and to administer its affairs, subject to the supervision of the Board of Directors of the Fund, for the period and on the terms and conditions set forth in this Agreement. The Investment Manager hereby accepts such employment and agrees during such period, at its own expense, to render the services and to assume the obligations herein set forth for the compensation provided for herein. The Investment Manager shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise provided or authorized, have no authority to act for or 2 represent the Fund in any way or otherwise be deemed an agent of the Fund other than in furtherance of its duties and responsibilities as set forth in this Agreement. (a) Investment Management Services. In acting as investment manager to ------------------------------ the Portfolio, the Investment Manager shall regularly provide the Portfolio with such investment research, advice and management as the Fund may from time to time consider necessary for the proper management of the Portfolio and shall furnish continuously an investment program and shall determine which securities shall be purchased, sold or exchanged and what portion of the assets of the Portfolio shall be held in the various securities or other assets, subject always to any restrictions of the Fund's Articles of Incorporation and By-Laws, as amended or supplemented from time to time, the provisions of applicable laws and regulations including the Investment Company Act, and the statements relating to the Portfolio's investment objectives, policies and restrictions as the same are set forth in the prospectus of the Fund then-currently effective under the Securities Act of 1933 (the "Prospectus"). Should the Board of Directors of the Fund at any time, however, make any definite determination as to investment policy and notify the Investment Manager thereof, the Investment Manager shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Investment Manager shall take, on behalf of the Fund, all actions which it deems necessary to implement the 3 investment policies of the Portfolio, determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the Portfolio with brokers or dealers selected by the Investment Manager. In connection with the selection of such brokers or dealers and the placing of such orders, the Investment Manager is directed at all times to follow the policies of the Fund as set forth in the Prospectus. Nothing herein shall preclude the "bunching" of orders for the sale or purchase of portfolio securities with the other Portfolios or with other accounts managed by the Investment Manager or the Investment Manager's general account and separate accounts. The Investment Manager shall not favor any account over any other and any purchase or sale orders executed contemporaneously shall be allocated in a manner it deems equitable among the accounts involved and at a price which is approximately averaged. (b) Administrative Services. In addition to the performance of ----------------------- investment advisory services, the Investment Manager shall perform administrative services in connection with the management of the Portfolio. In this connection, the Investment Manager agrees (i) to assist in managing all aspects of the Fund's operations relating to the Portfolio, including the coordination of all matters relating to the functions of the custodian, transfer agent, other shareholder service agents, accountants, attorneys and other parties performing services or operational functions for the Fund, (ii) to provide the Fund, at 4 the Investment Manager's expense, with services of persons competent to perform such professional, administrative and clerical functions as are necessary in order to provide effective administration of the Portfolio, including duties in connection with shareholder relations, reports, redemption requests and account adjustments and the maintenance of the books and records required of the Fund, and (iii) to provide the Fund, at the Investment Manager's expense, with adequate office space and related services necessary for its operations as contemplated in this Agreement. In performing such administrative services, the Investment Manager shall comply with all provisions of the Fund's Articles of Incorporation and By-Laws, with all laws and regulations to which the Fund may be subject and with all directions of the Fund's Board of Directors. The Investment Manager shall supply the Board of Directors and officers of the Fund with all statistical information regarding investments which is reasonably required by them and reasonably available to the Investment Manager. (c) Sub-Investment Manager. Notwithstanding any other provision of this ---------------------- Agreement, the Fund and the Investment Manager may agree to the employment of State Street Research & Management Company as the Sub-Investment Manager to the Fund for the purpose of providing investment management services with respect to the Portfolio, provided that the compensation to be paid to such Sub-Investment Manager shall be the sole responsibility of the Investment Manager and the duties and responsibilities of the 5 Sub-Investment Manager shall be as set forth in a sub-investment management agreement among the Investment Manager, the Sub-Investment Manager and the Fund on behalf of the Portfolio. ARTICLE 2. Allocation of Charges and Expenses. ---------------------------------- (a) The Investment Manager. In addition to the compensation paid to any ---------------------- Sub-Investment Manager as set forth in Article 1 above, the Investment Manager shall pay the organization costs of the Fund relating to the Portfolio. The Investment Manager also assumes expenses of the Fund relating to maintaining the staff and personnel, and providing the equipment, office space and facilities, necessary to perform its obligations under this Agreement. (b) The Fund. The Fund assumes and shall pay (or cause to be paid) all -------- other Fund expenses, including but not limited to the following expenses: the fee referred to in Article 3 below; interest and any other costs related to borrowings by the Fund attributable to the Portfolio; taxes payable by the Fund and attributable to the Portfolio; brokerage costs and other direct costs of effecting portfolio transactions (including any costs directly related to the acquisition, disposition, lending or borrowing of portfolio investments) on behalf of the Portfolio; the compensation of the directors and officers of the Fund who are not actively employed by the Investment Manager; custodian, registration and transfer agent fees; fees of outside counsel to 6 and of independent auditors of the Fund selected by the Board of Directors; expenses of printing and mailing to existing shareholders of registration statements, prospectuses, reports, notices and proxy solicitation materials of the Fund; all other expenses incidental to holding meetings of the Fund' shareholders; insurance premiums for fidelity coverage and errors and omissions insurance; and extraordinary or non-recurring expenses (such as legal claims and liabilities and litigation costs and any indemnification related thereto) attributable to the Portfolio. The Fund shall allocate the appropriate portion of the foregoing expenses to the Portfolio. All expenses of any activity which is primarily intended to result in the sale of the Funds shares, and certain other expenses as detailed in the Fund's Distribution Agreement with Metropolitan Life Insurance Company, are assumed by the distributor of the Fund's shares. ARTICLE 3. Compensation of the Investment Manager. -------------------------------------- For the services rendered, the facilities furnished and expenses assumed by the Investment Manager, the Fund shall pay to the Investment Manager at the end of each calendar month a fee which shall accrue daily at the annual rate of 0.25% of the average daily value of the net assets of the Portfolio as determined and computed in accordance with the description of the method of determination of net asset value contained in the Prospectus. 7 ARTICLE 4. Limitation of Liability of the Investment Manager. ------------------------------------------------- (a) In the performance of advisory services as provided in Article 1(a), the Investment Manager shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with any investment policy or the purchase, sale or redemption of any securities on the recommendation of the Investment Manager. Nothing herein contained shall be construed to protect the Investment Manager against any liability to the Fund or its shareholders to which the Investment Manager shall otherwise be subject by reason of willful misfeasance, bad faith, gross negligence in the performance of its duties on behalf of the Fund, reckless disregard of the Investment Manager's obligations and duties under this Agreement or the violation of any applicable law. (b) In the performance of administrative services as provided in Article 1(b) and which the Investment Manager is obligated to perform hereunder, the Investment Manager shall be liable to the Fund or its shareholders for any willful or negligent act or omission in the performance of such administrative services. ARTICLE 5. Activities of the Investment Manager. The services of the Investment Manager under this Agreement are not to be deemed exclusive, and the Investment Manager shall be free to render similar services to others so 8 long as its services hereunder are not impaired thereby. It is understood that directors, officers, employees and shareholders of the Fund are or may become interested in the Investment Manager, as directors, officers, employees or policyholders or otherwise and that directors, officers, employees or policyholders of the Investment Manager are or may become similarly interested in the Fund, and that the Investment Manager is or may become interested in the Fund as shareholder or otherwise. ARTICLE 6. Duration and Termination of this Agreement. ------------------------------------------ This Agreement shall become effective as of the date first above written and shall remain in force until May 16, 1994 and thereafter shall continue in effect, but only so long as such continuance is specifically approved at least annually by (i) the Board of Directors of the Fund, or by the vote of a majority of the outstanding shares of the Portfolio, and (ii) a majority of those directors who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval. This Agreement may be terminated with respect to the Portfolio at any time, without the payment of any penalty, by the Board of Directors of the Fund, or by vote of a majority of the outstanding shares of the Portfolio, on sixty days, written notice to the Investment Manager, or by the Investment Manager on sixty days' written notice to the Fund. This Agreement shall 9 automatically terminate in the event of its assignment. ARTICLE 7. Definitions. ----------- The terms "assignment," "interested person," and "majority of the outstanding shares," when used in this Agreement, shall have the respective meanings specified under the Investment Company Act. ARTICLE 8. Amendments of this Agreement. ---------------------------- This Agreement may be amended by the parties only if such amendment is specifically approved by (i) the Board of Directors of the Fund, or by the vote of a majority of the outstanding shares of the Portfolio, and (ii) by the vote of a majority of those directors of the Fund who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval. ARTICLE 9. Governing Law. ------------- The provisions of this Agreement shall be construed and interpreted in accordance with the laws of the State of New York as at the time in effect and the applicable provisions of the Investment Company Act. To the extent that the applicable law of the State of New York, or any of the provisions herein, conflict with the applicable provisions of the Investment Company Act, the latter shall control. 10 METROPOLITAN SERIES FUND, INC. By /s/ Jeffrey J. Hodgman --------------------------------- President Attest: /s/ Christopher P. Nicholas - ---------------------------- Secretary METROPOLITAN LIFE INSURANCE COMPANY By /s/ Gerald Clark --------------------------------- Executive Vice-President Attest: /s/ Ruth Gluck - ------------------------------ Assistant Secretary 11 AGGRESSIVE GROWTH PORTFOLIO AMENDED INVESTMENT MANAGEMENT AGREEMENT AGREEMENT made this 29th day of April, 1988, and amended effective the 16th day of May, 1993, by and between Metropolitan Series Fund, Inc., a Maryland corporation (the "Fund"), and Metropolitan Life Insurance Company, a New York corporation (the Investment Manager"); W I T N E S S E T H: WHEREAS, the Fund is engaged in business as a diversified open-end management investment company and is registered as such under the Investment Company Act of 1940 (the "Investment Company Act"); WHEREAS, the Fund, a series type of investment company, issues separate classes (or series) of stock, each of which represents a separate portfolio of investments; WHEREAS, the Fund is currently comprised of nine portfolios which are the Growth Portfolio, the Income Portfolio, the Money Market Portfolio, the Diversified Portfolio, the GNMA Portfolio, the Aggressive Growth Portfolio, the Equity Income Portfolio, the Stock Index Portfolio and the International Stock Portfolio, each of which pursues its investment objectives through separate investment policies, and the Fund may add or delete portfolios from time to time; WHEREAS, the Investment Manager is engaged principally in the business of insurance and also in rendering advisory services and is registered as an investment adviser under the Investment Advisers Act of 1940; WHEREAS, the Investment Manager currently provides investment management and corporate administrative services to each of the Portfolios pursuant to separate investment management agreements between the Fund and the Investment Manager; and WHEREAS, the Fund desires to enter into an amended investment management agreement with respect to the Aggressive Growth Portfolio of the Fund with the Investment Manager; NOW THEREFORE, in consideration of the premises and the covenants hereinafter contained, the Fund and the Investment Manager hereby agree as follows: ARTICLE 1. Duties of the Investment Manager. -------------------------------- The Fund hereby employs the Investment Manager to act as the investment adviser to and investment manager of the Aggressive Growth Portfolio (the "Portfolio") and to manage the investment and reinvestment of the assets of the Portfolio and to administer its affairs, subject to the supervision of the Board of Directors of the Fund, for the period and on the terms and conditions set forth in this Agreement. The Investment Manager hereby accepts such employment and agrees during such period, at its own expense, to render the services and to assume the obligations herein set forth for the compensation provided for herein. The Investment Manager shall for all purposes herein be deemed to be an independent contractor and shall, unless 2 otherwise provided or authorized, have no authority to act for or represent the Fund in any way or otherwise be deemed an agent of the Fund other than in furtherance of its duties and responsibilities as set forth in this Agreement. (a) Investment Management Services. In acting as investment manager ------------------------------ to the Portfolio, the Investment Manager shall regularly provide the Portfolio with such investment research, advice and management as the Fund may from time to time consider necessary for the proper management of the Portfolio and shall furnish continuously an investment program and shall determine which securities shall be purchased, sold or exchanged and what portion of the assets of the Portfolio shall be held in the various securities or other assets, subject always to any restrictions of the Fund's Articles of Incorporation and By-Laws, as amended or supplemented from time to time, the provisions of applicable laws and regulations including the Investment Company Act, and the statements relating to the Portfolio's investment objectives, policies and restrictions as the same are set forth in the prospectus of the Fund then-currently effective under the Securities Act of 1933 (the "Prospectus"). Should the Board of Directors of the Fund at any time, however, make any definite determination as to investment policy and notify the Investment Manager thereof, the Investment Manager shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Investment Manager shall take, on behalf of the 3 Fund, all actions which it deems necessary to implement the investment policies of the Portfolio, determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the Portfolio with brokers or dealers selected by the Investment Manager. In connection with the selection of such brokers or dealers and the placing of such orders, the Investment Manager is directed at all times to follow the policies of the Fund as set forth in the Prospectus. Nothing herein shall preclude the "bunching" of orders for the sale or purchase of portfolio securities with the other Portfolios or with other accounts managed by the Investment Manager or the Investment Manager's general account and separate accounts. The Investment Manager shall not favor any account over any other and any purchase or sale orders executed contemporaneously shall be allocated in a manner it deems equitable among the accounts involved and at a price which is approximately averaged. (b) Administrative Services. In addition to the performance of ----------------------- investment advisory services, the Investment Manager shall perform administrative services in connection with the management of the Portfolio. In this connection, the Investment Manager agrees (i) to assist in managing all aspects of the Fund's operations relating to the Portfolio, including the coordination of all matters relating to the functions of the custodian, transfer agent, other shareholder service agents, accountants, attorneys and other parties performing services or 4 operational functions for the Fund, (ii) to provide the Fund, at the Investment Manager's expense, with services of persons competent to perform such professional, administrative and clerical functions as are necessary in order to provide effective administration of the Portfolio, including duties in connection with shareholder relations, reports, redemption requests and account adjustments and the maintenance of the books and records required of the Fund, and (iii) to provide the Fund, at the Investment Manager's expense, with adequate office space and related services necessary for its operations as contemplated in this Agreement. In performing such administrative services, the Investment Manager shall comply with all provisions of the Fund's Articles of Incorporation and By-Laws, with all laws and regulations to which the Fund may be subject and with all directions of the Fund's Board of Directors. The Investment Manager shall supply the Board of Directors and officers of the Fund with all statistical information regarding investments which is reasonably required by them and reasonably available to the Investment Manager. (c) Sub-Investment Manager. Notwithstanding any other provision of ---------------------- this Agreement, the Fund and the Investment Manager may agree to the employment of State Street Research & Management Company as the Sub-Investment Manager to the Fund for the purpose of providing investment management services with respect to the Portfolio, provided that the compensation to be paid to such Sub- Investment Manager shall be the sole responsibility of the 5 Investment Manager and the duties and responsibilities of the Sub-Investment Manager shall be as set forth in a sub-investment management agreement among the Investment Manager, the Sub-Investment Manager and the Fund on behalf of the Portfolio. ARTICLE 2. Allocation of Charges and Expenses. ---------------------------------- (a) The Investment Manager. In addition to the compensation paid to any ---------------------- Sub-Investment Manager as set forth in Article 1 above, the Investment Manager shall pay the organization costs of the Fund relating to the Portfolio. The Investment Manager also assumes expenses of the Fund relating to maintaining the staff and personnel, and providing the equipment, office space and facilities, necessary to perform its obligations under this Agreement. (b) The Fund. The Fund assumes and shall pay (or cause to be paid) all -------- other Fund expenses, including but not limited to the following expenses: the fee referred to in Article 3 below; interest and any other costs related to borrowings by the Fund attributable to the Portfolio; taxes payable by the Fund and attributable to the Portfolio; brokerage costs and other direct costs of effecting portfolio transactions (including any costs directly related to the acquisition, disposition, lending or borrowing of portfolio investments) on behalf of the Portfolio; the compensation of the directors and officers of the Fund who are not actively employed by the Investment Manager; custodian, 6 registration and transfer agent fees; fees of outside counsel to and of independent auditors of the Fund selected by the Board of Directors; expenses of printing and mailing to existing shareholders of registration statements, prospectuses, reports, notices and proxy solicitation materials of the Fund; all other expenses incidental to holding meetings of the Fund' shareholders; insurance premiums for fidelity coverage and errors and omissions insurance; and extraordinary or non-recurring expenses (such as legal claims and liabilities and litigation costs and any indemnification related thereto) attributable to the Portfolio. The Fund shall allocate the appropriate portion of the foregoing expenses to the Portfolio. All expenses of any activity which is primarily intended to result in the sale of the Fund's shares, and certain other expenses as detailed in the Fund's Distribution Agreement with Metropolitan Life Insurance Company, are assumed by the distributor of the Fund's shares. ARTICLE 3. Compensation of the Investment Manager. -------------------------------------- For the services rendered, the facilities furnished and expenses assumed by the Investment Manager, the Fund shall pay to the Investment Manager at the end of each calendar month a fee which shall accrue daily at the annual rate of 0.75% of the average daily value of the net assets of the Portfolio as determined and computed in accordance with the description of the method of determination of net asset value contained in the 7 Prospectus. ARTICLE 4. Limitation of Liability of the Investment Manager. ------------------------------------------------- (a) In the performance of advisory services as provided in Article 1(a), the Investment Manager shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with any investment policy or the purchase, sale or redemption of any securities on the recommendation of the Investment Manager. Nothing herein contained shall be construed to protect the Investment Manager against any liability to the Fund or its shareholders to which the Investment Manager shall otherwise be subject by reason of willful misfeasance, bad faith, gross negligence in the performance of its duties on behalf of the Fund, reckless disregard of the Investment Manager's obligations and duties under this Agreement or the violation of any applicable law. (b) In the performance of administrative services as provided in Article 1(b) and which the Investment Manager is obligated to perform hereunder, the Investment Manager shall be liable to the Fund or its shareholders for any willful or negligent act or omission in the performance of such administrative services. ARTICLE 5. Activities of the Investment Manager. ------------------------------------ The services of the Investment Manager under this Agreement are not to be deemed exclusive, and the Investment 8 Manager shall be free to render similar services to others so long as its services hereunder are not impaired thereby. It is understood that directors, officers, employees and shareholders of the Fund are or may become interested in the Investment Manager, as directors, officers, employees or policyholders or otherwise and that directors, officers, employees or policyholders of the Investment Manager are or may become similarly interested in the Fund, and that the Investment Manager is or may become interested in the Fund as shareholder or otherwise. ARTICLE 6. Duration and Termination of this Agreement. ------------------------------------------ This Agreement shall become effective as of the date first above written and shall remain in force until May 16, 1994 and thereafter shall continue in effect, but only so long as such continuance is specifically approved at least annually by (i) the Board of Directors of the Fund, or by the vote of a majority of the outstanding shares of the Portfolio, and (ii) a majority of those directors who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval. This Agreement may be terminated with respect to the Portfolio at any time, without the payment of any penalty, by the Board of Directors of the Fund, or by vote of a majority of the outstanding shares of the Portfolio, on sixty days' written notice to the Investment Manager, or by the Investment Manager on 9 sixty days' written notice to the Fund. This Agreement shall automatically terminate in the event of its assignment. ARTICLE 7. Definitions. ----------- The terms "assignment," "interested person," and "majority of the outstanding shares," when used in this Agreement, shall have the respective meanings specified under the Investment Company Act. ARTICLE 8. Amendments of this Agreement. ---------------------------- This Agreement may be amended by the parties only if such amendment is specifically approved by (i) the Board of Directors of the Fund, or by the vote of a majority of the outstanding shares of the Portfolio, and (ii) by the vote of a majority of those directors of the Fund who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval. ARTICLE 9. Governing Law. ------------- The provisions of this Agreement shall be construed and interpreted in accordance with the laws of the State of New York as at the time in effect and the applicable provisions of the Investment Company Act. To the extent that the applicable law of the State of New York, or any of the provisions herein, conflict with the applicable provisions of the Investment Company Act, the 10 latter shall control. METROPOLITAN SERIES FUND, INC. By --------------------------------- President Attest: /s/ - --------------------------- Secretary METROPOLITAN LIFE INSURANCE COMPANY By --------------------------------- Executive Vice-President Attest: /s/ - --------------------------- Assistant Secretary 11 STOCK INDEX PORTFOLIO AMENDED INVESTMENT MANAGEMENT AGREEMENT AGREEMENT made this 29th day of April, 1990, and amended effective the 16th day of May, 1993, by and between Metropolitan Series Fund, Inc., a Maryland corporation (the "Fund"), and Metropolitan Life Insurance Company, a New York corporation (the "Investment Manager"); W I T N E S S E T H: WHEREAS, the Fund is engaged in business as a diversified open-end management investment company and is registered as such under the Investment Company Act of 1940 (the "Investment Company Act"); WHEREAS, the Fund, a series type of investment company, issues separate classes (or series) of stock, each of which represents a separate portfolio of investments; WHEREAS, the Fund is currently comprised of nine portfolios which are the Growth Portfolio, the Income Portfolio, the Money Market Portfolio, the Diversified Portfolio, the GNMA Portfolio, the Aggressive Growth Portfolio, the Equity Income Portfolio, the Stock Index Portfolio and the International Stock Portfolio, each of which pursues its investment objectives through separate investment policies, and the Fund may add or delete portfolios from time to time; WHEREAS, the Investment Manager is engaged principally in the business of insurance and also in rendering advisory services and is registered as an investment adviser under the Investment Advisers Act of 1940; WHEREAS, the Investment Manager currently provides investment management and corporate administrative services to each of the Portfolios pursuant to separate investment management agreements between the Fund and the Investment Manager; and WHEREAS, the Fund desires to enter into an amended investment management agreement with respect to the Stock Index Portfolio of the Fund with the Investment Manager; NOW THEREFORE, in consideration of the premises and the covenants hereinafter contained, the Fund and the Investment Manager hereby agree as follows: ARTICLE 1. Duties of the Investment Manager. -------------------------------- The Fund hereby employs the Investment Manager to act as the investment adviser to and investment manager of the Stock Index Portfolio (the "Portfolio") and to manage the investment and reinvestment of the assets of the Portfolio and to administer its affairs, subject to the supervision of the Board of Directors of the Fund, for the period and on the terms and conditions set forth in this Agreement. The Investment Manager hereby accepts such employment and agrees during such period, at its own expense, to render the services and to assume the obligations herein set forth for the compensation provided for herein. The Investment Manager shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise provided or authorized, have no authority to act for or represent the Fund in 2 any way or otherwise be deemed an agent of the Fund other than in furtherance of its duties and responsibilities as set forth in this Agreement. (a) Investment Management Services. In acting as investment manager ------------------------------ to the Portfolio, the Investment Manager shall regularly provide the Portfolio with such investment research, advice and management as the Fund may from time to time consider necessary for the proper management of the Portfolio and shall furnish continuously an investment program and shall determine which securities shall be purchased, sold or exchanged and what portion of the assets of the Portfolio shall be held in the various securities or other assets, subject always to any restrictions of the Fund's Articles of Incorporation and By-Laws, as amended or supplemented from time to time, the provisions of applicable laws and regulations including the Investment Company Act, and the statements relating to the Portfolio's investment objectives, policies and restrictions as the same are set forth in the prospectus of the Fund then-currently effective under the Securities Act of 1933 (the "Prospectus"). Should the Board of Directors of the Fund at any time, however, make any definite determination as to investment policy and notify the Investment Manager thereof, the Investment Manager shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Investment Manager shall take, on behalf of the Fund, all actions which it deems necessary to implement the 3 investment policies of the Portfolio, determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the Portfolio with brokers or dealers selected by the Investment Manager. In connection with the selection of such brokers or dealers and the placing of such orders, the Investment Manager is directed at all times to follow the policies of the Fund as set forth in the Prospectus. Nothing herein shall preclude the "bunching" of orders for the sale or purchase of portfolio securities with the other Portfolios or with other accounts managed by the Investment Manager or the Investment Manager's general account and separate accounts. The Investment Manager shall not favor any account over any other and any purchase or sale orders executed contemporaneously shall be allocated in a manner it deems equitable among the accounts involved and at a price which is approximately averaged. (b) Administrative Services. In addition to the performance of investment ----------------------- advisory services, the Investment Manager shall perform administrative services in connection with the management of the Portfolio. In this connection, the Investment Manager agrees (i) to assist in managing all aspects of the Fund's operations relating to the Portfolio, including the coordination of all matters relating to the functions of the custodian, transfer agent, other shareholder service agents, accountants, attorneys and other parties performing services or operational functions for the Fund, (ii) to provide the Fund, at 4 the Investment Manager's expense, with services of persons competent to perform such professional, administrative and clerical functions as are necessary in order to provide effective administration of the Portfolio, including duties in connection with shareholder relations, reports, redemption requests and account adjustments and the maintenance of the books and records required of the Fund, and (iii) to provide the Fund, at the Investment Manager's expense, with adequate office space and related services necessary for its operations as contemplated in this Agreement. In performing such administrative services, the Investment Manager shall comply with all provisions of the Fund's Articles of Incorporation and By-Laws, with all laws and regulations to which the Fund may be subject and with all directions of the Fund's Board of Directors. The Investment Manager shall supply the Board of Directors and officers of the Fund with all statistical information regarding investments which is reasonably required by them and reasonably available to the Investment Manager. (c) Sub-Investment Manager. Notwithstanding any other provision of ---------------------- this Agreement, the Fund and the Investment Manager may agree to the employment of State Street Research & Management Company as the Sub-Investment Manager to the Fund for the purpose of providing investment management services with respect to the Portfolio, provided that the compensation to be paid to such Sub- Investment Manager shall be the sole responsibility of the Investment Manager and the duties and responsibilities of the 5 Sub-Investment Manager shall be as set forth in a sub-investment management agreement among the Investment Manager, the Sub-Investment Manager and the Fund on behalf of the Portfolio. ARTICLE 2. Allocation of Charges and Expenses. ---------------------------------- (a) The Investment Manager. In addition to the compensation paid to any ---------------------- Sub-Investment Manager as set forth in Article 1 above, the Investment Manager shall pay the organization costs of the Fund relating to the Portfolio. The Investment Manager also assumes expenses of the Fund relating to maintaining the staff and personnel, and providing the equipment, office space and facilities, necessary to perform its obligations under this Agreement. (b) The Fund. The Fund assumes and shall pay (or cause to be paid) all -------- other Fund expenses, including but not limited to the following expenses: the fee referred to in Article 3 below; interest and any other costs related to borrowings by the Fund attributable to the Portfolio; taxes payable by the Fund and attributable to the Portfolio; brokerage costs and other direct costs of effecting portfolio transactions (including any costs directly related to the acquisition, disposition, lending or borrowing of portfolio investments) on behalf of the Portfolio; the compensation of the directors and officers of the Fund who are not actively employed by the Investment Manager; custodian, registration and transfer agent fees; fees of outside counsel to 6 and of independent auditors of the Fund selected by the Board of Directors; expenses of printing and mailing to existing shareholders of registration statements, prospectuses, reports, notices and proxy solicitation materials of the Fund; all other expenses incidental to holding meetings of the Fund's shareholders; insurance premiums for fidelity coverage and errors and omissions insurance; and extraordinary or non-recurring expenses (such as legal claims and liabilities and litigation costs and any indemnification related thereto) attributable to the Portfolio. The Fund shall allocate the appropriate portion of the foregoing expenses to the Portfolio. All expenses of any activity which is primarily intended to result in the sale of the Fund's shares, and certain other expenses as detailed in the Fund's Distribution Agreement with Metropolitan Life Insurance Company, are assumed by the distributor of the Fund's shares. ARTICLE 3. Compensation of the Investment Manager. -------------------------------------- For the services rendered, the facilities furnished and expenses assumed by the Investment Manager, the Fund shall pay to the Investment Manager at the end of each calendar month a fee which shall accrue daily at the annual rate of 0.25% of the average daily value of the net assets of the Portfolio as determined and computed in accordance with the description of the method of determination of net asset value contained in the Prospectus . 7 ARTICLE 4. Limitation of Liability of the Investment Manager. ------------------------------------------------- (a) In the performance of advisory services as provided in Article 1(a), the Investment Manager shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with any investment policy or the purchase, sale or redemption of any securities on the recommendation of the Investment Manager. Nothing herein contained shall be construed to protect the Investment Manager against any liability to the Fund or its shareholders to which the Investment Manager shall otherwise be subject by reason of willful misfeasance, bad faith, gross negligence in the performance of its duties on behalf of the Fund, reckless disregard of the Investment Manager's obligations and duties under this Agreement or the violation of any applicable law. (b) In the performance of administrative services as provided in Article 1(b) and which the Investment Manager is obligated to perform hereunder, the Investment Manager shall be liable to the Fund or its shareholders for any willful or negligent act or omission in the performance of such administrative services. ARTICLE 5. Activities of the Investment Manager. ------------------------------------ The services of the Investment Manager under this Agreement are not to be deemed exclusive, and the Investment Manager shall be free to render similar services to others so 8 long as its services hereunder are not impaired thereby. It is understood that directors, officers, employees and shareholders of the Fund are or may become interested in the Investment Manager, as directors, officers, employees or policyholders or otherwise and that directors, officers, employees or policyholders of the Investment Manager are or may become similarly interested in the Fund, and that the Investment Manager is or may become interested in the Fund as shareholder or otherwise. ARTICLE 6. Duration and Termination of this Agreement. ------------------------------------------ This Agreement shall become effective as of the date first above written and shall remain in force until May 16, 1994 and thereafter shall continue in effect, but only so long as such continuance is specifically approved at least annually by (i) the Board of Directors of the Fund, or by the vote of a majority of the outstanding shares of the Portfolio, and (ii) a majority of those directors who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval. This Agreement may be terminated with respect to the Portfolio at any time, without the payment of any penalty, by the Board of Directors of the Fund, or by vote of a majority of the outstanding shares of the Portfolio, on sixty days' written notice to the Investment Manager, or by the Investment Manager on sixty days' written notice to the Fund. This Agreement shall 9 automatically terminate in the event of its assignment. ARTICLE 7. Definitions. ----------- The terms "assignment," "interested person," and "majority of the outstanding shares," when used in this Agreement, shall have the respective meanings specified under the Investment Company Act. ARTICLE 8. Amendments of this Agreement. ---------------------------- This Agreement may be amended by the parties only if such amendment is specifically approved by (i) the Board of Directors of the Fund, or by the vote of a majority of the outstanding shares of the Portfolio, and (ii) by the vote of a majority of those directors of the Fund who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval. ARTICLE 9. Governing Law. ------------- The provisions of this Agreement shall be construed and interpreted in accordance with the laws of the State of New York as at the time in effect and the applicable provisions of the Investment Company Act. To the extent that the applicable law of the State of New York, or any of the provisions herein, conflict with the applicable provisions of the Investment Company Act, the latter shall control. 10 METROPOLITAN SERIES FUND, INC. By /s/ Jeffrey J. Hodgman --------------------------------- President Attest: /s/ Christopher P. Nicholas - --------------------------------- Secretary METROPOLITAN LIFE INSURANCE COMPANY By /s/ Gerald Clark --------------------------------- Executive Vice-President Attest: /s/ Ruth Gluck - --------------------------------- Assistant Secretary 11 INTERNATIONAL STOCK PORTFOLIO AMENDED INVESTMENT MANAGEMENT AGREEMENT AGREEMENT made this 29th day of April, 1991, and amended effective the 16th day of May, 1993, by and between Metropolitan Series Fund, Inc., a Maryland corporation (the "Fund"), and Metropolitan Life Insurance Company, a New York corporation (the "Investment Manager"); W I T N E S S E T H: WHEREAS, the Fund is engaged in business as a diversified open-end management investment company and is registered as such under the Investment Company Act of 1940 (the "Investment Company Act"); WHEREAS, the Fund, a series type of investment company, issues separate classes (or series) of stock, each of which represents a separate portfolio of investments; WHEREAS, the Fund is currently comprised of nine portfolios which are the Growth Portfolio, the Income Portfolio, the Money Market Portfolio, the Diversified Portfolio, the GNMA Portfolio, the Aggressive Growth Portfolio, the Equity Income Portfolio, the Stock Index Portfolio and the International Stock Portfolio, each of which pursues its investment objectives through separate investment policies, and the Fund may add or delete portfolios from time to time; WHEREAS, the Investment Manager is engaged principally in the business of insurance and also in rendering advisory services and is registered as an investment adviser under the Investment Advisers Act of 1940; WHEREAS, the Investment Manager currently provides investment management and corporate administrative services to each of the Portfolios pursuant to separate investment management agreements between the Fund and the Investment Manager; and WHEREAS, the Fund desires to enter into an amended investment management agreement with respect to the International Stock Portfolio of the Fund with the Investment Manager; NOW THEREFORE, in consideration of the premises and the covenants hereinafter contained, the Fund and the Investment Manager hereby agree as follows: ARTICLE 1. Duties of the Investment Manager. -------------------------------- The Fund hereby employs the Investment Manager to act as the investment adviser to and investment manager of the International Stock Portfolio (the "Portfolio") and to manage the investment and reinvestment of the assets of the Portfolio and to administer its affairs, subject to the supervision of the Board of Directors of the Fund, for the period and on the terms and conditions set forth in this Agreement. The Investment Manager hereby accepts such employment and agrees during such period, at its own expense, to render the services and to assume the obligations herein set forth for the compensation provided for herein. The Investment Manager shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise provided or 2 authorized, have no authority to act for or represent the Fund in any way or otherwise be deemed an agent of the Fund other than in furtherance of its duties and responsibilities as set forth in this Agreement. (a) Investment Management Services. In acting as investment manager to ------------------------------ the Portfolio, the Investment Manager shall regularly provide the Portfolio with such investment research, advice and management as the Fund may from time to time consider necessary for the proper management of the Portfolio and shall furnish continuously an investment program and shall determine which securities shall be purchased, sold or exchanged and what portion of the assets of the Portfolio shall be held in the various securities or other assets, subject always to any restrictions of the Fund's Articles of Incorporation and By-Laws, as amended or supplemented from time to time, the provisions of applicable laws and regulations including the Investment Company Act, and the statements relating to the Portfolio's investment objectives, policies and restrictions as the same are set forth in the prospectus of the Fund then-currently effective under the Securities Act of 1933 (the "Prospectus"). Should the Board of Directors of the Fund at any time, however, make any definite determination as to investment policy and notify the Investment Manager thereof, the Investment Manager shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Investment Manager shall take, on behalf of the 3 Fund, all actions which it deems necessary to implement the investment policies of the Portfolio, determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the Portfolio with brokers or dealers selected by the Investment Manager. In connection with the selection of such brokers or dealers and the placing of such orders, the Investment Manager is directed at all times to follow the policies of the Fund as set forth in the Prospectus. Nothing herein shall preclude the "bunching" of orders for the sale or purchase of portfolio securities with the other Portfolios or with other accounts managed by the Investment Manager or the Investment Manager's general account and separate accounts. The Investment Manager shall not favor any account over any other and any purchase or sale orders executed contemporaneously shall be allocated in a manner it deems equitable among the accounts involved and at a price which is approximately averaged. (b) Administrative Services. In addition to the performance of ----------------------- investment advisory services, the Investment Manager shall perform administrative services in connection with the management of the Portfolio. In this connection, the Investment Manager agrees (i) to assist in managing all aspects of the Fund's operations relating to the Portfolio, including the coordination of all matters relating to the functions of the custodian, transfer agent, other shareholder service agents, accountants, attorneys and other parties performing services or 4 operational functions for the Fund, (ii) to provide the Fund, at the Investment Manager's expense, with services of persons competent to perform such professional, administrative and clerical functions as are necessary in order to provide effective administration of the Portfolio, including duties in connection with shareholder relations, reports, redemption requests and account adjustments and the maintenance of the books and records required of the Fund, and (iii) to provide the Fund, at the Investment Manager's expense, with adequate office space and related services necessary for its operations as contemplated in this Agreement. In performing such administrative services, the Investment Manager shall comply with all provisions of the Fund's Articles of Incorporation and By-Laws, with all laws and regulations to which the Fund may be subject and with all directions of the Fund's Board of Directors. The Investment Manager shall supply the Board of Directors and officers of the Fund with all statistical information regarding investments which is reasonably required by them and reasonably available to the Investment Manager. (c) Sub-Investment Manager. Notwithstanding any other provision of this ---------------------- Agreement, the Fund and the Investment Manager may agree to the employment of GFM International Investors Limited as the Sub-Investment Manager to the Fund for the purpose of providing investment management services with respect to the Portfolio, provided that the compensation to be paid to such Sub-Investment Manager shall be the sole responsibility of the 5 Investment Manager and the duties and responsibilities of the Sub-Investment Manager shall be as set forth in a sub-investment management agreement among the Investment Manager, the Sub-Investment. Manager and the Fund on behalf of the Portfolio. ARTICLE 2. Allocation of Charges and Expenses. ---------------------------------- (a) The Investment Manager. In addition to the compensation paid to ---------------------- any Sub-Investment Manager as set forth in Article 1 above, the Investment Manager shall pay the organization costs of the Fund relating to the Portfolio. The Investment Manager also assumes expenses of the Fund relating to maintaining the staff and personnel, and providing the equipment, office space and facilities, necessary to perform its obligations under this Agreement. (b) The Fund. The Fund assumes and shall pay (or cause to be paid) all -------- other Fund expenses, including but not limited to the following expenses: the fee referred to in Article 3 below; interest and any other costs related to borrowings by the Fund attributable to the Portfolio; taxes payable by the Fund and attributable to the Portfolio; brokerage costs and other direct costs of effecting portfolio transactions (including any costs directly related to the acquisition, disposition, lending or borrowing of portfolio investments) on behalf of the Portfolio; the compensation of the directors and officers of the Fund who are not actively employed by the Investment Manager; custodian, 6 registration and transfer agent fees; fees of outside counsel to and of independent auditors of the Fund selected by the Board of Directors; expenses of printing and mailing to existing shareholders of registration statements, prospectuses, reports, notices and proxy solicitation materials of the Fund; all other expenses incidental to holding meetings of the Fund' shareholders; insurance premiums for fidelity coverage and errors and omissions insurance; and extraordinary or non-recurring expenses (such as legal claims and liabilities and litigation costs and any indemnification related thereto) attributable to the Portfolio. The Fund shall allocate the appropriate portion of the foregoing expenses to the Portfolio. All expenses of any activity which is primarily intended to result in the sale of the Fund's shares, and certain other expenses as detailed in the Fund's Distribution Agreement with Metropolitan Life Insurance Company, are assumed by the distributor of the Fund's shares. ARTICLE 3. Compensation of the Investment Manager. -------------------------------------- For the services rendered, the facilities furnished and expenses assumed by the Investment Manager, the Fund shall pay to the Investment Manager at the end of each calendar month a fee which shall accrue daily at the annual rate of 0.75% of the average daily value of the net assets of the Portfolio as determined and computed in accordance with the description of the method of determination of net asset value contained in the 7 Prospectus. ARTICLE 4. Limitation of Liability of the Investment Manager. ------------------------------------------------- (a) In the performance of advisory services as provided in Article 1(a), the Investment Manager shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with any investment policy or the purchase, sale or redemption of any securities on the recommendation of the Investment Manager. Nothing herein contained shall be construed to protect the Investment Manager against any liability to the Fund or its shareholders to which the Investment Manager shall otherwise be subject by reason of willful misfeasance, bad faith, gross negligence in the performance of its duties on behalf of the Fund, reckless disregard of the Investment Manager's obligations and duties under this Agreement or the violation of any applicable law. (b) In the performance of administrative services as provided in Article 1(b) and which the Investment Manager is obligated to perform hereunder, the Investment Manager shall be liable to the Fund or its shareholders for any willful or negligent act or omission in the performance of such administrative services. ARTICLE 5. Activities of the Investment Manager. ------------------------------------ The services of the Investment Manager under this Agreement are not to be deemed exclusive, and the Investment 8 Manager shall be free to render similar services to others so long as its services hereunder are not impaired thereby. It is understood that directors, officers, employees and shareholders of the Fund are or may become interested in the Investment Manager, as directors, officers, employees or policyholders or otherwise and that directors, officers, employees or policyholders of the Investment Manager are or may become similarly interested in the Fund, and that the Investment Manager is or may become interested in the Fund as shareholder or otherwise. ARTICLE 6. Duration and Termination of this Agreement. ------------------------------------------ This Agreement shall become effective as of the date first above written and shall remain in force until May 16, 1994 and thereafter shall continue in effect, but only so long as such continuance is specifically approved at least annually by (i) the Board of Directors of the Fund, or by the vote of a majority of the outstanding shares of the Portfolio, and (ii) a majority of those directors who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval. This Agreement may be terminated with respect to the Portfolio at any time, without the payment of any penalty, by the Board of Directors of the Fund, or by vote of a majority of the outstanding shares of the Portfolio, on sixty days' written notice to the Investment Manager, or by the Investment Manager on 9 sixty days' written notice to the Fund. This Agreement shall automatically terminate in the event of its assignment. ARTICLE 7. Definitions. ----------- The terms "assignment," "interested person," and "majority of the outstanding shares," when used in this Agreement, shall have the respective meanings specified under the Investment Company Act. ARTICLE 8. Amendments of this Agreement. ---------------------------- This Agreement may be amended by the parties only if such amendment is specifically approved by (i) the Board of Directors of the Fund, or by the vote of a majority of the outstanding shares of the Portfolio, and (ii) by the vote of a majority of those directors of the Fund who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval. ARTICLE 9. Governing Law. ------------- The provisions of this Agreement shall be construed and interpreted in accordance with the laws of the State of New York as at the time in effect and the applicable provisions of the Investment Company Act. To the extent that the applicable law of the State of New York, or any of the provisions herein, conflict with the applicable provisions of the Investment Company Act, the 10 latter shall control. METROPOLITAN SERIES FUND, INC. By /s/ Jeffrey J. Hodgman --------------------------------- President Attest: /s/ Christopher P. Nicholas - ----------------------------- Secretary METROPOLITAN LIFE INSURANCE COMPANY By /s/ Gerald Clark --------------------------------- Executive Vice-President Attest: /s/ Ruth Gluck - ----------------------------- Assistant Secretary 11 EXHIBIT 5(A)8 GROWTH PORTFOLIO AMENDED INVESTMENT MANAGEMENT AGREEMENT AGREEMENT made this 29th day of April, 1987, and amended effective the 16th day of May, 1993, by and between Metropolitan Series Fund, Inc., a Maryland corporation (the "Fund"), and Metropolitan Life Insurance Company, a New York corporation (the "Investment Manager"); W I T N E S S E T H: WHEREAS, the Fund is engaged in business as a diversified open-end management investment company and is registered as such under the Investment Company Act of 1940 (the "Investment Company Act"); WHEREAS, the Fund, a series type of investment company, issues separate classes (or series) of stock, each of which represents a separate portfolio of investments; WHEREAS, the Fund is currently comprised of nine portfolios which are the Growth Portfolio, the Income Portfolio, the Money Market Portfolio, the Diversified Portfolio, the GNMA Portfolio, the Aggressive Growth Portfolio, the Equity Income Portfolio, the Stock Index Portfolio and the International Stock Portfolio, each of which pursues its investment objectives through separate investment policies, and the Fund may add or delete portfolios from time to time; WHEREAS, the Investment Manager is engaged principally in the business of insurance and also in rendering advisory services and is registered as an investment adviser under the Investment Advisers Act of 1940; WHEREAS, the Investment Manager currently provides investment management and corporate administrative services to each of the Portfolios pursuant to separate investment management agreements between the Fund and the Investment Manager; and WHEREAS, the Fund desires to enter into an amended investment management agreement with respect to the Growth Portfolio of the Fund with the Investment Manager; NOW THEREFORE, in consideration of the premises and the covenants hereinafter contained, the Fund and the Investment Manager hereby agree as follows: ARTICLE 1. Duties of the Investment Manager. -------------------------------- The Fund hereby employs the Investment Manager to act as the investment adviser to and investment manager of the Growth Portfolio (the "Portfolio") and to manage the investment and reinvestment of the assets of the Portfolio and to administer its affairs, subject to the supervision of the Board of Directors of the Fund, for the period and on the terms and conditions set forth in this Agreement. The Investment Manager hereby accepts such employment and agrees during such period, at its own expense, to render the services and to assume the obligations herein set forth for the compensation provided for herein. The Investment Manager shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise provided or authorized, have no authority to act for or represent the Fund in 2 any way or otherwise be deemed an agent of the Fund other than in furtherance of its duties and responsibilities as set forth in this Agreement. (a) Investment Management Services. In acting as investment manager to the ------------------------------ Portfolio, the Investment Manager shall regularly provide the Portfolio with such investment research, advice and management as the Fund may from time to time consider necessary for the proper management of the Portfolio and shall furnish continuously an investment program and shall determine which securities shall be purchased, sold or exchanged and what portion of the assets of the Portfolio shall be held in the various securities or other assets, subject always to any restrictions of the Fund's Articles of Incorporation and By-Laws, as amended or supplemented from time to time, the provisions of applicable laws and regulations including the Investment Company Act, and the statements relating to the Portfolio's investment objectives, policies and restrictions as the same are set forth in the prospectus of the Fund then-currently effective under the Securities Act of 1933 (the "Prospectus"). Should the Board of Directors of the Fund at any time, however, make any definite determination as to investment policy and notify the Investment Manager thereof, the Investment Manager shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Investment Manager shall take, on behalf of the Fund, all actions which it deems necessary to implement the 3 investment policies of the Portfolio, determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the Portfolio with brokers or dealers selected by the Investment Manager. In connection with the selection of such brokers or dealers and the placing of such orders, the Investment Manager is directed at all times to follow the policies of the Fund as set forth in the Prospectus. Nothing herein shall preclude the "bunching" of orders for the sale or purchase of portfolio securities with the other Portfolios or with other accounts managed by the Investment Manager or the Investment Manager's general account and separate accounts. The Investment Manager shall not favor any account over any other and any purchase or sale orders executed contemporaneously shall be allocated in a manner it deems equitable among the accounts involved and at a price which is approximately averaged. (b) Administrative Services. In addition to the performance of investment ----------------------- advisory services, the Investment Manager shall perform administrative services in connection with the management of the Portfolio. In this connection, the Investment Manager agrees (i) to assist in managing all aspects of the Fund's operations relating to the Portfolio, including the coordination of all matters relating to the functions of the custodian, transfer agent, other shareholder service agents, accountants, attorneys and other parties performing services or operational functions for the Fund, (ii) to provide the Fund, at 4 the Investment Manager's expense, with services of persons competent to perform such professional, administrative and clerical functions as are necessary in order to provide effective administration of the Portfolio, including duties in connection with shareholder relations, reports, redemption requests and account adjustments and the maintenance of the books and records required of the Fund, and (iii) to provide the Fund, at the Investment Manager's expense, with adequate office space and related services necessary for its operations as contemplated in this Agreement. In performing such administrative services, the Investment Manager shall comply with all provisions of the Fund's Articles of Incorporation and By-Laws, with all laws and regulations to which the Fund may be subject and with all directions of the Fund's Board of Directors. The Investment Manager shall supply the Board of Directors and officers of the Fund with all statistical information regarding investments which is reasonably required by them and reasonably available to the Investment Manager. (c) Sub-Investment Manager. Notwithstanding any other provision of this ---------------------- Agreement, the Fund and the Investment Manager may agree to the employment of State Street Research & Management Company as the Sub-Investment Manager to the Fund for the purpose of providing investment management services with respect to the Portfolio, provided that the compensation to be paid to such Sub-Investment Manager shall be the sole responsibility of the Investment Manager and the duties and responsibilities of the 5 Sub-Investment Manager shall be as set forth in a sub-investment management agreement among the Investment Manager, the Sub-Investment Manager and the Fund on behalf of the Portfolio. ARTICLE 2. Allocation of Charges and Expenses. ---------------------------------- (a) The Investment Manager. In addition to the compensation paid to any ---------------------- Sub-Investment Manager as set forth in Article 1 above, the Investment Manager shall pay the organization costs of the Fund relating to the Portfolio. The Investment Manager also assumes expenses of the Fund relating to maintaining the staff and personnel, and providing the equipment, office space and facilities, necessary to perform its obligations under this Agreement. (b) The Fund. The Fund assumes and shall pay (or cause to be paid) all -------- other Fund expenses, including but not limited to the following expenses: the fee referred to in Article 3 below; interest and any other costs related to borrowings by the Fund attributable to the Portfolio; taxes payable by the Fund and attributable to the Portfolio; brokerage costs and other direct costs of effecting portfolio transactions (including any costs directly related to the acquisition, disposition, lending or borrowing of portfolio investments) on behalf of the Portfolio; the compensation of the directors and officers of the Fund who are not actively employed by the Investment Manager; custodian, registration and transfer agent fees; fees of outside counsel to 6 and of independent auditors of the Fund selected by the Board of Directors; expenses of printing and mailing to existing shareholders of registration statements, prospectuses, reports, notices and proxy solicitation materials of the Fund; all other expenses incidental to holding meetings of the Fund' shareholders; insurance premiums for fidelity coverage and errors and omissions insurance; and extraordinary or non-recurring expenses (such as legal claims and liabilities and litigation costs and any indemnification related thereto) attributable to the Portfolio. The Fund shall allocate the appropriate portion of the foregoing expenses to the Portfolio. All expenses of any activity which is primarily intended to result in the sale of the Fund's shares, and certain other expenses as detailed in the Fund's Distribution Agreement with Metropolitan Life Insurance Company, are assumed by the distributor of the Fund's shares. ARTICLE 3. Compensation of the Investment Manager. -------------------------------------- For the services rendered, the facilities furnished and expenses assumed by the Investment Manager, the Fund shall pay to the Investment Manager at the end of each calendar month a fee which shall accrue daily at the annual rate of 0.25% of the average daily value of the net assets of the Portfolio as determined and computed in accordance with the description of the method of determination of net asset value contained in the Prospectus. 7 ARTICLE 4. Limitation of Liability of the Investment Manager. ------------------------------------------------- (a) In the performance of advisory services as provided in Article 1(a), the Investment Manager shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with any investment policy or the purchase, sale or redemption of any securities on the recommendation of the Investment Manager. Nothing herein contained shall be construed to protect the Investment Manager against any liability to the Fund or its shareholders to which the Investment Manager shall otherwise be subject by reason of willful misfeasance, bad faith, gross negligence in the performance of its duties on behalf of the Fund, reckless disregard of the Investment Manager's obligations and duties under this Agreement or the violation of any applicable law. (b) In the performance of administrative services as provided in Article 1(b) and which the Investment Manager is obligated to perform hereunder, the Investment Manager shall be liable to the Fund or its shareholders for any willful or negligent act or omission in the performance of such administrative services. ARTICLE 5. Activities of the Investment Manager. ------------------------------------ The services of the Investment Manager under this Agreement are not to be deemed exclusive, and the Investment Manager shall be free to render similar services to others so 8 long as its services hereunder are not impaired thereby. It is understood that directors, officers, employees and shareholders of the Fund are or may become interested in the Investment Manager, as directors, officers, employees or policyholders or otherwise and that directors, officers, employees or policyholders of the Investment Manager are or may become similarly interested in the Fund, and that the Investment Manager is or may become interested in the Fund as shareholder or otherwise. ARTICLE 6. Duration and Termination of this Agreement. ------------------------------------------ This Agreement shall become effective as of the date first above written and shall remain in force until May 16, 1994 and thereafter shall continue in effect, but only so long as such continuance is specifically approved at least annually by (i) the Board of Directors of the Fund, or by the vote of a majority of the outstanding shares of the Portfolio, and (ii) a majority of those directors who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval. This Agreement may be terminated with respect to the Portfolio at any time, without the payment of any penalty, by the Board of Directors of the Fund, or by vote of a majority of the outstanding shares of the Portfolio, on sixty days' written notice to the Investment Manager, or by the Investment Manager on sixty days' written notice to the Fund. This Agreement shall 9 automatically terminate in the event of its assignment. ARTICLE 7. Definitions. ----------- The terms "assignment," "interested person," and "majority of the outstanding shares," when used in this Agreement, shall have the respective meanings specified under the Investment Company Act. ARTICLE 8. Amendments of this Agreement. ---------------------------- This Agreement may be amended by the parties only if such amendment is specifically approved by (i) the Board of Directors of the Fund, or by the vote of a majority of the outstanding shares of the Portfolio, and (ii) by the vote of a majority of those directors of the Fund who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval. ARTICLE 9. Governing Law. ------------- The provisions of this Agreement shall be construed and interpreted in accordance with the laws of the State of New York as at the time in effect and the applicable provisions of the Investment Company Act. To the extent that the applicable law of the State of New York, or any of the provisions herein, conflict with the applicable provisions of the Investment Company Act, the latter shall control. 10 METROPOLITAN SERIES FUND, INC. By /s/ Jeffrey J. Hodgman ----------------------------- President Attest: /s/ Christopher P. Nicholas ____________________________ Secretary METROPOLITAN LIFE INSURANCE COMPANY By /s/ Gerald Clark ----------------------------- Executive Vice-President Attest: /s/ Ruth Gluck _____________________ Assistant Secretary 11 EX-5.(B) 11 SUB-INVESTMENT MANAGEMENT AGREEMENTS GROWTH PORTFOLIO SUB-INVESTMENT MANAGEMENT AGREEMENT AGREEMENT made this 29th day of April, 1987, among Metropolitan Series Fund, Inc., a Maryland corporation (the "Fund"), Metropolitan Life Insurance Company (the "Investment Manager"), a New York corporation, and State Street Research & Management Company, a Delaware corporation (the "Sub-Investment Manager"); W I T N E S S E T H: WHEREAS, the Fund is engaged in business as a diversified open-end management investment company and is registered as such under the Investment Company Act of 1940 (the "Investment Company Act"); WHEREAS, the Fund, a series type of investment company, issues separate classes (or series) of stock, each of which represents a separate portfolio of investments; WHEREAS, the Fund is currently comprised of five portfolios which are the Growth Portfolio, the Income Portfolio, the Money Market Portfolio, the Discretionary Portfolio, and the GNMA Portfolio, each of which pursues its investment objectives through separate investment policies, and the Fund may add or delete portfolios from time to time; WHEREAS, the Sub-Investment Manager is engaged principally in the business of rendering advisory services and is registered as an investment adviser under the Investment Advisers Act of 1940 and -1- WHEREAS, the Fund has employed the Investment Manager to act as investment manager of the Growth Portfolio as set forth in the Growth Portfolio Investment Management Agreement dated April 29, 1987 between the Fund and the Investment Manager (the "Growth Portfolio Investment Management Agreement"); the Sub-Investment Manager currently renders investment management services to the Growth Portfolio and the Income Portfolio as set forth in the Sub-Investment Management Agreement dated May 16, 1983 among the Fund, the Investment Manager and the Sub-Investment Manager (the "Sub-Investment Management Agreement") and to the Discretionary Portfolio and the GNMA Portfolio as set forth in the New Portfolios Sub-Investment Management Agreement dated July 25, 1986 among the Fund, the Investment Manager and the Sub-Investment Manager (the "New Portfolios Sub-Investment Management Agreement"); and the Fund and the Investment Manager desire to terminate the Sub-Investment Management Agreement and the New Portfolios Sub-Investment Management Agreement and enter into separate sub-investment management agreements with respect to each Portfolio of the Fund substantially similar terms with the Sub-Investment Manager; NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained, the Fund, the Investment Manager and the Sub-Investment Manager hereby agree as follows: -2- ARTICLE 1. Duties of the Sub-Investment Manager. ------------------------------------ Subject to the supervision and approval of the Investment Manager and the Fund's Board of Directors, the Sub-Investment Manager will manage the investment and reinvestment of the assets of the Funds Growth Portfolio (the "Portfolio") for the period and on the terms and conditions set forth in this Agreement. In acting as Sub-Investment Manager to the Fund with respect to the Portfolio, the Sub-Investment Manager shall determine which securities shall be purchased, sold or exchanged and what portion of the assets of the Portfolio shall be held in the various securities or other assets in which it may invest, subject always to any restrictions of the Fund's Articles of Incorporation and By-Laws, as amended or supplemented from time to time, the provisions of applicable laws and regulations including the Investment Company Act, and the statements relating to the Portfolio's investment objectives, policies and restrictions as the same are set forth in the prospectus of the Fund then currently effective under the Securities Act of 1933 (the "Prospectus"). Should the Board of Directors of the Fund or the Investment Manager at any time, however, make any definite determination as to investment policy and notify the Sub-Investment Manager thereof, the Sub-Investment Manager shall be~bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The -3- Sub-Investment Manager shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies of the Portfolio, determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the Portfolio with brokers or dealers selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, the Sub-Investment Manager is directed at all times to follow the policies of the Fund set forth in the Prospectus. Nothing herein shall preclude the "bunching" of orders for the sale or purchase of portfolio securities with other Fund portfolios or with other accounts managed by the Sub- Investment Manager. The Sub-Investment Manager shall not favor any account over any other and any purchase or sale orders executed contemporaneously shall be allocated in a manner it deems equitable among the accounts involved and at a price which is approximately averaged. In connection with these services the Sub-Investment Manager will provide investment research as to the Portfolio's investments and conduct a continuous program of evaluation of their assets. The Sub-Investment Manager will furnish the Investment Manager and the Fund such statistical information with respect to the investments it makes for the Portfolio as the Investment Manager and the Fund may reasonably request. On its own initiative, the Sub- Investment Manager will apprise the Investment Manager and the Fund of important developments -4- materially affecting the Portfolio and will furnish the Investment Manager and the Fund from time to time such information as may be believed appropriate for this purpose. In addition, the Sub-Investment Manager will furnish the Investment Manager and the Fund's Board of Directors such periodic and special reports as either of them may reasonably request. The Sub-Investment Manager will exercise its best judgment in rendering the services provided for in this Article l, and the Fund and the Investment Manager agree, as an inducement to the Sub-Investment Manager's undertaking so to do, that the Sub-Investment Manager will not be liable under this Agreement for any mistake of judgment or in any other event whatsoever, except as hereinafter provided. The Sub-Investment Manager shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise provided or authorized, have no authority to act for or represent the Fund or the Investment Manager in any way or otherwise be deemed an agent of the Fund or the Investment Manager other than in furtherance of its duties and responsibilities as set forth in this Agreement. ARTICLE 2. Sub-Investment Management Fee. ----------------------------- The payment of advisory fees and the allocation of charges and expenses between the Fund and the Investment Manager with -5- respect to the Portfolio are set forth in the Growth Portfolio Investment Management Agreement. Nothing in this Growth Portfolio Sub-Investment Management Agreement shall change or affect that arrangement. The payment of advisory fees and the apportionment of any expenses related to the services of the Sub- Investment Manager under this Agreement shall be the sole concern of the Investment Manager and the Sub-Investment Manager and shall not be the responsibility of the Fund. In consideration of services rendered pursuant to this Agreement, the Investment Manager will pay the Sub-Investment Manager on the first business day of each month the fee specified by the schedule of fees in the Appendix to this Agreement. The fee for any period from the date the Portfolio commences operations to the end of the month will be prorated according to the proportion which the period bears to the full month, and, upon any termination of this Agreement before the end of any month, the fee for the part of the month during which the Sub-Investment Manager acted under this Agreement will be prorated according to the proportion which the period bears to the full month and will be payable upon the date of termination of this Agreement. For the purpose of determining the fees payable to the Sub-Investment Manager, the value of the Portfolio's net assets will be computed in the manner specified in the Fund's Prospectus. The Sub-Investment Manager will bear all of its own -6- expenses (such as research costs) in connection with the performance of its duties under this Agreement except for those which the Investment Manager agrees to pay. Other Matters. ------------- The Sub-Investment Manager may from time to time employ or associate with itself any person or persons believed to be particularly fitted to assist in its performance of services under this Agreement. The compensation of any such persons will be paid by the Sub-Investment Manager, and no obligation will be incurred by, or on behalf of, the Fund or the Investment Manager with respect to them. The Fund and the Investment Manager understand that the Sub-Investment Manager now acts and will continue to act as investment manager to various investment companies and fiduciary or other managed accounts, and the Fund and the Investment Manager have no objection to the Sub-Investment Manager's so acting. In addition, the Fund understands that the persons employed by the Sub- Investment Manager to assist in the performance of the Sub-Investment Manager's duties hereunder will not devote their full time to such service, and nothing herein contained shall be deemed to limit or restrict the Sub-Investment Manager's right or the right of any of the Sub-Investment Manager's affiliates to engage in and devote time and attention to other businesses or to render other services of whatever kind or nature. -7- The Sub-Investment Manager agrees that all books and records which it maintains for the Fund are the Fund's property. The Sub-Investment Manager also agrees upon request of the Investment Manager or the Fund, promptly to surrender the books and records to the requester or make the books and records available for inspection by representatives of regulatory authorities. The Sub-Investment Manager further agrees to maintain and preserve its books and records in accordance with the Investment Company Act and rules thereunder. The Sub-Investment Manager will not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with the matters to which this Agreement relates, except for a loss resulting from willful misfeasance, bad faith or gross negligence of the Sub-Investment Manager in the performance of its duties or from reckless disregard of its obligations and duties under this Agreement. The Investment Manager has herewith furnished the Sub-Investment Manager copies of the Fund's Prospectus, Articles of Incorporation and By-Laws as currently in effect and agrees during the continuance of this Agreement to furnish the Sub-Investment Manager copies of any amendments or supplements thereto before or at the time the amendments or supplements become effective. The Sub-Investment Manager will be entitled to rely on all documents furnished to it by the Investment Manager or the Fund. -8- ARTICLE 3. Duration and Termination of this Agreement. ------------------------------------------ This Agreement shall become effective as of the date first above written and shall remain in force until May 16, 1988 and thereafter shall continue in effect, but only so long as such continuance is specifically approved at least annually by (i) the Board of Directors of the Fund, or by the vote of a majority of the outstanding shares of the Portfolio, and (ii) a majority of those directors who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval. This Agreement may be terminated with respect to the Portfolio at any time, without the payment of any penalty, by the Board of Directors of the Fund, or by vote of a majority of the outstanding shares of the Portfolio, on sixty days' written notice to the Investment Manager, or by the Investment Manager on sixty days' written notice to the Fund. This Agreement shall automatically terminate in the event of its assignment or in the event of the termination of the Growth Portfolio Investment Management Agreement. ARTICLE 4. Definitions. ----------- The terms "assignment," "interested person," and "majority of the outstanding shares," when used in this Agreement, shall have the respective meanings specified under the Investment Company Act. -9- ARTICLE 5. Amendments of this Agreement. ---------------------------- This Agreement may be amended by the parties only if such amendment is specifically approved by (i) the Board of Directors of the Fund, or by the vote of a majority of the outstanding shares of the Portfolio, and (ii) by the vote of a majority of those directors of the Fund who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval. ARTICLE 6. Governing Law. ------------- The provisions of this Agreement shall be construed and interpreted in accordance with the laws of the State of New York as at the time in effect and the applicable provisions of the Investment Company Act. To the extent that the applicable law of the State of New York, or any of the provisions herein, conflict with the applicable provisions of the Investment Company Act, the latter shall control. ARTICLE 7. Prior Agreement. --------------- This Agreement shall supersede the Sub-Investment Management Agreement and the New Portfolios Sub-Investment Management Agreement insofar as either of those Agreements relates to the Portfolio. Nothing contained herein shall be construed to affect the validity of any action taken pursuant to the Sub- Investment Management Agreement or the New -10- Portfolios Sub-Investment Management Agreement. METROPOLITAN SERIES FUND, INC. By /s/ Jeffrey J. Hodgman -------------------------- President Attest: /s/ Christopher P. Nicholas ------------------------- Secretary METROPOLITAN LIFE INSURANCE COMPANY By /s/ Harry P. Kamen -------------------------- Senior Vice-President and General Counsel Attest: /s/ Polly Wittenberg ------------------------- Assistant Secretary STATE STREET RESEARCH & MANAGEMENT COMPANY By /s/ Charles L. Smith -------------------------- President and Chief Executive Officer Attest: /s/ Constantine Hutchins ------------------------- Senior Vice-President and Secretary -11- Appendix STATE STREET RESEARCH & MANAGEMENT COMPANY ------------------------------------------ Metropolitan Series Fund Fee Schedule ------------------------------------- Growth Portfolio ---------------- 1st $5MM @ 1/2 of 1% per year 2nd $5MM @ 3/8 of 1% per year $10MM - 200MM @ 1/4 of 1% per year Over $200MM @ 1/5 of 1% per year Account Size Effective Rates (100ths of 1%) Fee - ------------ ------------------------------ --- $ 25MM 32.50 $ 81,250 50MM 28.75 143 750 75MM 27.50 206,250 100MM 26.88 268,750 125MM 26.50 331,250 150MM 26.25 393,750 175MM 26.07 456,250 200MM 25.94 518,750 -12- EXHIBIT 5(B)3 INCOME PORTFOLIO SUB-INVESTMENT MANAGEMENT AGREEMENT AGREEMENT made this 29th day of April, 1987, among Metropolitan Series Fund, Inc., a Maryland corporation (the "Fund"), Metropolitan Life Insurance Company (the "Investment Manager"), a New York corporation, and State Street Research & Management Company, a Delaware corporation (the "Sub-Investment Manager"); W I T N E S S E T H : WHEREAS, the Fund is engaged in business as a diversified open-end management investment company and is registered as such under the Investment Company Act of 1940 (the "Investment Company Act"); WHEREAS, the Fund, a series type of investment company, issues separate classes (or series) of stock, each of which represents a separate portfolio of investments; WHEREAS, the Fund is currently comprised of five portfolios which are the Growth Portfolio, the Income Portfolio, the Money Market Portfolio, the Discretionary Portfolio, and the GNMA Portfolio, each of which pursues its investment objectives through separate investment policies, and the Fund may add or delete portfolios from time to time; WHEREAS, the Sub-Investment Manager is engaged principally in the business of rendering advisory services and is registered as an investment adviser under the Investment Advisers Act of 1940; and -1- WHEREAS, the Fund has employed the Investment Manager to act as investment manager of the Income Portfolio as set forth in the Income Portfolio Investment Management Agreement dated April 29, 1987 between the Fund and the Investment Manager (the "Income Portfolio Investment Management Agreement"); the Sub-Investment Manager currently renders investment management services to the Growth Portfolio and the Income Portfolio as set forth in the Sub-Investment Management Agreement dated May 16, 1983 among the Fund, the Investment Manager and the Sub-Investment Manager (the "Sub-Investment Management Agreement") and to the Discretionary Portfolio and the GNMA Portfolio as set forth in the New Portfolios Sub-Investment Management Agreement dated July 25, 1986 among the Fund, the Investment Manager and the Sub-Investment Manager (the "New Portfolios Sub-Investment Management Agreement"); and the Fund and the Investment Manager desire to terminate the Sub-Investment Management Agreement and the New Portfolios Sub-Investment Management Agreement and enter into separate sub- investment management agreements with respect to each Portfolio of the Fund on substantially similar terms with the Sub-Investment Manager; NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained, the Fund, the Investment Manager and the Sub-Investment Manager hereby agree a follows: -2- ARTICLE 1. Duties of the Sub-Investment Manager. ------------------------------------ Subject to the supervision and approval of the Investment Manager and the Fund's Board of Directors, the Sub-Investment Manager will manage the investment and reinvestment of the assets of the Fund's Income Portfolio (the "Portfolio") for the period and on the terms and conditions set forth in this Agreement. In acting as Sub-Investment Manager to the Fund with respect to the Portfolio, the Sub-Investment Manager shall determine which securities shall be purchased, sold or exchanged and what portion of the assets of the Portfolio shall be held in the various securities or other assets in which it may invest, subject always to any restrictions of the Fund's Articles of Incorporation and By-Laws, as amended or supplemented from time to time, the provisions of applicable laws and regulations including the Investment Company Act, and the statements relating to the Portfolio's investment objectives, policies and restrictions as the same are set forth in the prospectus of the Fund then currently effective under the Securities Act of 1933 (the "Prospectus"). Should the Board of Directors of the Fund or the Investment Manager at any time, however, make any definite determination as to investment policy snd notify the Sub-Investment Manager thereof, the Sub- Investment Manager shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The -3- Sub-Investment Manager shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies of the Portfolio, determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the Portfolio with brokers or dealers selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, the Sub-Investment Manager is directed at all times to follow the policies of the Fund set forth in the Prospectus. Nothing herein shall preclude the "bunching" of orders for the sale or purchase of portfolio securities with other Fund portfolios or with other accounts managed by the Sub- Investment Manager. The Sub-Investment Manager shall not favor any account over any other and any purchase or sale orders executed contemporaneously shall be allocated in a manner it deems equitable among the accounts involved and at a price which is approximately averaged. In connection with these services the Sub-Investment Manager will provide investment research as to the Portfolio's investments and conduct a continuous program of evaluation of their assets. The Sub-Investment Manager will furnish the Investment Manager and the Fund such statistical information with respect to the investments it makes for the Portfolio as the Investment Manager and the Fund may reasonably request. On its own initiative, the Sub- Investment Manager will apprise the -4- Investment Manager and the Fund of important developments materially affecting the Portfolio and will furnish the Investment Manager and the Fund from time to time such information as may be believed appropriate for this purpose. In addition, the Sub-Investment Manager will furnish the Investment Manager and the Fund's Board of Directors such periodic and special reports as either of them may reasonably request. The Sub-Investment Manager will exercise its best judgment in rendering the services provided for in this Article 1, and the Fund and the Investment Manager agree, as an inducement to the Sub-Investment Manager's undertaking so to do, that the Sub-Investment Manager will not be liable under this Agreement for any mistake of judgment or in any other event whatsoever, except as hereinafter provided. The Sub-Investment Manager shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise provided or authorized, have no authority to act for or represent the Fund or the Investment Manager in any way or otherwise be deemed an agent of the Fund or the Investment Manager other than in furtherance of its duties and responsibilities as set forth in this Agreement. ARTICLE 2. Sub-Investment Management Fee. ----------------------------- The payment of advisory fees and the allocation of charges and expenses between the Fund and the Investment Manager with -5- respect to the Portfolio are set forth in the Income Portfolio Investment Management Agreement. Nothing in this Income Portfolio Sub-Investment Management Agreement shall change or affect that arrangement. The payment of advisory fees and the apportionment of any expenses related to the services of the Sub- Investment Manager under this Agreement shall be the sole concern of the Investment Manager and the Sub-Investment Manager and shall not be the responsibility of the Fund. In consideration of services rendered pursuant to this Agreement, the Investment Manager will pay the Sub-Investment Manager on the first business day of each month the fee specified by the schedule of fees in the Appendix to this Agreement. The fee for any period from the date the Portfolio commences operations to the end of the month will be prorated according to the proportion which the period bears to the full month, and, upon any termination of this Agreement before the end of any month, the fee for the part of the month during which the Sub-Investment Manager acted under this Agreement will be prorated according to the proportion which the period bears to the full month and will be payable upon the date of termination of this Agreement. For the purpose of determining the fees payable to the Sub-Investment Manager, the value of the Portfolio's net assets will be computed in the manner specified in the Fund's Prospectus. The Sub-Investment Manager will bear all of its own -6- expenses (such as research costs) in connection with the performance of its duties under this Agreement except for those which the Investment Manager agrees to pay. Other Matters. ------------- The Sub-Investment Manager may from time to time employ or associate with itself any person or persons believed to be particularly fitted to assist in its performance of services under this Agreement. The compensation of any such persons will be paid by the Sub-Investment Manager, and no obligation will be incurred by, or on behalf of, the Fund or the Investment Manager with respect to them. The Fund and the Investment Manager understand that the Sub-Investment Manager now acts and will continue to act as investment manager to various investment companies and fiduciary or other managed accounts, and the Fund and the Investment Manager have no objection to the Sub-Investment Manager's so acting. In addition, the Fund understands that the persons employed by the Sub- Investment Manager to assist in the performance of the Sub-Investment Manager's duties hereunder will not devote their full time to such service, and nothing herein contained shall be deemed to limit or restrict the Sub-Investment Manager's right or the right of any of the Sub-Investment Manager's affiliates to engage in and devote time and attention to other businesses or to render other services of whatever kind or nature. -7- The Sub-Investment Manager agrees that all books and records which it maintains for the Fund are the Fund's property. The Sub-Investment Manager also agrees upon request of the Investment Manager or the Fund, promptly to surrender the books and records to the requester or make the books and records available for inspection by representatives of regulatory authorities. The Sub-Investment Manager further agrees to maintain and preserve its books and records in accordance with the Investment Company Act and rules thereunder. The Sub-Investment Manager will not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with the matters to which this Agreement relates, except for a loss resulting from willful misfeasance, bad faith or gross negligence of the Sub-Investment Manager in the performance of its duties or from reckless disregard of its obligations and duties under this Agreement. The Investment Manager has herewith furnished the Sub-Investment Manager copies of the Fund's Prospectus, Articles of Incorporation and By-Laws as currently in effect and agrees during the continuance of this Agreement to furnish the Sub-Investment Manager copies of any amendments or supplements thereto before or at the time the amendments or supplements become effective. The Sub-Investment Manager will be entitled to rely on all documents furnished to it by the Investment Manager or the Fund. -8- ARTICLE 3. Duration and Termination of this Agreement. ------------------------------------------ This Agreement shall become effective as of the date first above written and shall remain in force until May 16, 1988 and thereafter shall continue in effect, but only so long as such continuance is specifically approved at least annually by (i) the Board of Directors of the Fund, or by the vote of a majority of the outstanding shares of the Portfolio, and (ii) a majority of those directors who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval. This Agreement may be terminated with respect to the Portfolio at any time, without the payment of any penalty, by the Board of Directors of the Fund, or by vote of a majority of the outstanding shares of the Portfolio, on sixty days' written notice to the Investment Manager, or by the Investment Manager on sixty days' written notice to the Fund. This Agreement shall automatically terminate in the event of its assignment or in the event of the termination of the Income Portfolio Investment Management Agreement. ARTICLE 4. Definitions. ----------- The terms "assignment," "interested person," and "majority of the outstanding shares," when used in this Agreement, shall have the respective meanings specified under the Investment Company Act. -9- ARTICLE 5. Amendments of this Agreement. ---------------------------- This Agreement may be amended by the parties only if such amendment is specifically approved by (i) the Board of Directors of the Fund, or by the vote of a majority of the outstanding shares of the Portfolio, and (ii) by the vote of a majority of those directors of the Fund who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval. ARTICLE 6. Governing Law. ------------- The provisions of this Agreement shall be construed and interpreted in accordance with the laws of the State of New York as at the time in effect and the applicable provisions of the Investment Company Act. To the extent that the applicable law of the State of New York, or any of the provisions herein, conflict with the applicable provisions of the Investment Company Act, the latter shall control. ARTICLE 7. Prior Agreement. --------------- This Agreement shall supersede the Sub-Investment Management Agreement and the New Portfolios Sub-Investment Management Agreement insofar as either of those Agreements relates to the Portfolio. Nothing contained herein shall be construed to affect the validity of any action taken pursuant to the Sub- Investment Management Agreement or the New -10- Portfolios Sub-Investment Management Agreement. METROPOLITAN SERIES FUND, INC. By /s/ Jeffrey J. Hodgman -------------------------- President Attest: /s/ Christopher P. Nicholas --------------------------- Secretary METROPOLITAN LIFE INSURANCE COMPANY By /s/ Harry P. Kamen --------------------------- Senior Vice-President and General Counsel Attest: /s/ Polly Wittenberg --------------------------- Assistant Secretary STATE STREET RESEARCH & MANAGEMENT COMPANY By /s/ Charles L. Smith ------------------------------- President and Chief Executive Officer Attest: /s/ Constantine Hutchins ----------------------------- Senior Vice-President and Secretary -11- Appendix STATE STREET RESEARCH & MANAGEMENT COMPANY ------------------------------------------ Income Portfolio ---------------- 1st $25MM @ 1/4 of 1% per year 2nd $25MM @ 3/16 of 1% per year Over-$50MM @ 1/8 of 1% per year Account Size Effective Rates (lOOths of 1%) Fee - ------------ ----------------------------- --- $ 25MM 25.00 $ 62,500 50MM 21.88 109,375 75MM 18.75 140,625 100MM 17.19 171,875 125MM 16.25 203,125 150MM 15.63 234,375 175MM 15.18 265,625 200MM 14.84 296,875 -12- DISCRETIONARY PORTFOLIO SUB-INVESTMENT MANAGEMENT AGREEMENT AGREEMENT made this 29th day of April, 1987, among Metropolitan Series Fund, Inc., a Maryland corporation (the "Fund"), Metropolitan Life Insurance Company (the "Investment Manager"), a New York corporation, and State Street Research & Management Company, a Delaware corporation (the "Sub-Investment Manager"); W I T N E S S E T H : WHEREAS, the Fund is engaged in business as a diversified open-end management investment company and is registered as such under the Investment Company Act of 1940 (the "Investment Company Act"); WHEREAS, the Fund, a series type of investment company, issues separate classes (or series) of stock, each of which, represents a separate portfolio of investments; WHEREAS, the Fund is currently comprised of five portfolios which are the Growth Portfolio, the Income Portfolio, the Money Market Portfolio, the Discretionary Portfolio, and the GNMA Portfolio, each of which pursues its investment objectives through separate investment policies, and the Fund may add or delete portfolios from time to time; WHEREAS, the Sub-Investment Manager is engaged principally in the business of rendering advisory services and is registered as an investment adviser under the Investment Advisers Act of 1940; and - 1 - WHEREAS, the Fund has employed the Investment Manager to act as investment manager of the Discretionary Portfolio as set forth in the Discretionary Portfolio Investment Management Agreement dated April 29, 1987 between the Fund And the Investment Manager (the Discretionary Portfolio Investment Management Agreement); the Sub-Investment Manager currently renders investment management services to the Growth Portfolio and the Income Portfolio as set forth in the Sub-Investment Management Agreement dated May 16, 1983 among the Fund, the Investment Manager and the Sub-Investment Manager (the Sub- Investment Management Agreement") and to the Discretionary Portfolio and the GNMA Portfolio as set forth in the New Portfolios Sub-Investment Management Agreement dated July 25, 1986 among the Fund, the Investment Manager and the Sub-Investment Manager (the New Portfolios Sub-Investment Management Agreement"); and the Fund and the Investment Manager desire to terminate the Sub-Investment Management Agreement and the New Portfolios Sub-Investment Management Agreement and enter into separate sub-investment management agreements with respect to each Portfolio of the Fund on substantially similar terms with the Sub-Investment Manager; NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained, the Fund, the Investment Manager and the Sub- Investment Manager hereby agree as follows: - 2 - ARTICLE 1. Duties of the Sub-Investment Manager. Subject to the supervision and approval of the Investment Manager and the Fund's Board of Directors, the Sub-Investment Manager will manage the investment and reinvestment of the assets of the Fund's Discretionary Portfolio (the "Portfolio") for the period and on the terms and conditions set forth in this Agreement. In acting as Sub-Investment Manager to the Fund with respect to the Portfolio, the Sub-Investment Manager shall determine which securities shall be purchased, sold or exchanged and what portion of the assets of the Portfolio shall be held in the various securities or other assets in which it may invest, subject always to any restrictions of the Fund's Articles of Incorporation and By-Laws, as amended or supplemented from time to time, the provisions of applicable laws and regulations including the Investment Company Act, and the statements relating to the Portfolio's investment objectives, policies and restrictions as the same are set forth in the prospectus of the Fund then currently effective under the Securities Act of 1933 (the "Prospectus"). Should the Board of Directors of the Fund or the Investment Manager at any time, however, make any definite determination as to investment policy and notify the Sub-Investment Manager thereof, the Sub-Investment Manager shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The - 3 - Sub-Investment Manager shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies of the Portfolio, determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the Portfolio with brokers or dealers selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, the Sub-Investment Manager is directed at all times to follow the policies of the Fund set forth in the Prospectus. Nothing herein shall preclude the "bunching" of orders for the sale or purchase of portfolio securities with other Fund portfolios or with other accounts managed by the Sub- Investment Manager. The Sub-Investment Manager shall not favor any account over any other and any purchase or sale orders executed contemporaneously shall be allocated in a manner it deems equitable among the accounts involved and at a price which is approximately averaged. In connection with these services the Sub-Investment Manager will provide investment research as to the Portfolio's investments and conduct a continuous program of evaluation of their assets. The Sub-Investment Manager will furnish the Investment Manager and the Fund such statistical information With respect to the investments it makes for the Portfolio as the Investment Manager and the Fund may reasonably request. On its own initiative, the Sub- Investment Manager will apprise the - 4 - Investment Manager and the Fund of important developments materially affecting the Portfolio and will furnish the Investment Manager and the Fund from time to time such information as may be believed appropriate for this purpose. In addition, the Sub-Investment Manager will furnish the Investment Manager and the Fund's Board of Directors such periodic and special reports as either of them may reasonably request. The Sub-Investment Manager will exercise its best judgment in rendering the services provided for in this Article 1, and the Fund and the Investment Manager agree, as an inducement to the Sub-Investment Manager's undertaking so to do, that the Sub-Investment Manager will not be liable under this Agreement for any mistake of judgment or in any other event whatsoever, except as hereinafter provided. The Sub-Investment Manager shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise provided or authorized, have no authority to act for or represent the Fund or the Investment Manager in any way or otherwise be deemed an agent of the Fund or the Investment Manager other than in furtherance of its duties and responsibilities as set forth in this Agreement. ARTICLE 2. Sub-Investment Management Fee. The payment of advisory fees and the allocation of charges and expenses between the Fund and the Investment Manager with - 5 - respect to the Portfolio are set forth in the Discretionary Portfolio Investment Management Agreement. Nothing in this Discretionary Portfolio Sub-Investment Management Agreement shall change or affect that arrangement. The payment of advisory fees and the apportionment of any expenses related to the services of the Sub-Investment Manager under this Agreement shall be the sole concern of the Investment Manager and the Sub-Investment Manager and shall not be the responsibility of the Fund. In consideration of services rendered pursuant to this Agreement, the Investment Manager will pay the Sub-Investment Manager on the first business day of each month the fee specified by the schedule of fees in the Appendix to this Agreement. The fee for any period from the date the Portfolio commences operations to the end of the month will be prorated according to the proportion which the period bears to the full month, and, upon any termination of this Agreement before the end of any month, the fee for the part of the month during which the Sub-Investment Manager acted under this Agreement will be prorated according to the proportion which the period bears to the full month and will be payable upon the date of termination of this Agreement. For the purpose of determining the fees payable to the Sub-Investment Manager, the value of the Portfolio's net assets will be computed in the manner specified in the Fund's Prospectus. The Sub-Investment Manager will bear all of its own - 6 - expenses (such as research costs) in connection with the performance of its duties under this Agreement except for those which the Investment Manager agrees to pay. Other Matters. The Sub-Investment Manager may from time to time employ or associate with itself any person or persons believed to be particularly fitted to assist in its performance of services under this Agreement. The compensation of any such persons will be paid by the Sub-Investment Manager, and no obligation will be incurred by, or on behalf of, the Fund or the Investment Manager with respect to them. The Fund and the Investment Manager understand that the Sub-Investment Manager now acts and will continue to act as investment manager to various investment companies and fiduciary or other managed accounts, and the Fund and the Investment Manager have no objection to the Sub-Investment Manager's so acting. In addition, the Fund understands that the persons employed by the Sub- Investment Manager to assist in the performance of the Sub-Investment Manager's duties hereunder will not devote their full time to such service, and nothing herein contained shall be deemed to limit or restrict the Sub-Investment Manager's right or the right of any of the Sub-Investment Manager's affiliates to engage in and devote time and attention to other businesses or to render other services of whatever kind or nature. - 7 - The Sub-Investment Manager agrees that all books and records which it maintains for the Fund are the Fund's property. The Sub-Investment Manager also agrees upon request of the Investment Manager or the Fund, promptly to surrender the books and records to the requester or make the books and records available for inspection by representatives of regulatory authorities. The Sub-Investment Manager further agrees to maintain and preserve its books and records in accordance with the Investment Company Act and rules thereunder. The Sub-Investment Manager will not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with the matters to which this Agreement relates, except for a loss resulting from willful misfeasance, bad faith or gross negligence of the Sub-Investment Manager in the performance of its duties or from reckless disregard of its obligations and duties under this Agreement. The Investment Manager has herewith furnished the Sub-Investment Manager copies of the Fund's Prospectus, Articles of Incorporation and By-Laws as currently in effect and agrees during the continuance of this Agreement to furnish the Sub-Investment Manager copies of any amendments or supplements thereto before or at the time the amendments or supplements become effective. The Sub-Investment Manager will be entitled to rely on all documents furnished to it by the Investment Manager or the Fund. - 8 - ARTICLE 3. Duration and Termination of this Agreement. This Agreement shall become effective as of the date first above written and shall remain in force until May 16, 1988 and thereafter shall continue in effect, but only so long as such continuance is specifically approved at least annually by (i) the Board of Directors of the Fund, or by the vote of a majority of the outstanding shares of the Portfolio, and (ii) a majority of those directors who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval. This Agreement may be terminated with respect to the Portfolio at any time, without the payment of any penalty, by the Board of Directors of the Fund, or by vote of a majority of the outstanding shares of the Portfolio, on sixty days' written notice to the Investment Manager, or by the Investment Manager on sixty days' written notice to the Fund. This Agreement shall automatically terminate in the event of its assignment or in the event of the termination of the Discretionary Portfolio Investment Management Agreement. ARTICLE 4. Definitions. The terms "assignment," "interested person," and "majority of the outstanding shares," when used in this Agreement, shall have the respective meanings specified under the Investment Company Act. - 9 - ARTICLE 5. Amendments of this Agreement. This Agreement may be amended by the parties only if such amendment is specifically approved by (i) the Board of Directors of the Fund, or by the vote of a majority of the outstanding shares of the Portfolio, and (ii) by the vote of a majority of those directors of the Fund who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval. ARTICLE 6. Governing Law. The provisions of this Agreement shall be construed and interpreted in accordance with the laws of the State of New York as at the time in effect and the applicable provisions of the Investment Company Act. To the extent that the applicable law of the State of New York, or any of the provisions herein, conflict with the applicable provisions of the Investment Company Act, the latter shall control. ARTICLE 7. Prior Agreement. This Agreement shall supersede the Sub-Investment Management Agreement and the New Portfolios Sub-Investment Management Agreement insofar as either of those Agreements relates to the Portfolio. Nothing contained herein shall be construed to affect the validity of any action taken pursuant to the Sub-Investment Management Agreement or the New - 10 - Portfolios Sub-Investment Management Agreement. METROPOLITAN SERIES FUND, INC. By /s/ Jeffrey J. Hodgman --------------------------- President Attest: /s/ Christopher P. Nicholas ___________________________ Secretary METROPOLITAN LIFE INSURANCE COMPANY By /s/ Harry P. Kamen ______________________________ Senior Vice-President and General Counsel Attest: /s/ P. Wittenberg ______________________ Assistant Secretary STATE STREET RESEARCH & MANAGEMENT COMPANY By /s/ Charles L. Smith ___________________________ President and Chief Executive Officer Attest: /s/ Constantine Hutchins ___________________________ Senior Vice-President and Secretary - 11 - Appendix STATE STREET RESEARCH & MANAGEMENT COMPANY ------------------------------------------ Discretionary Portfolio ----------------------- 1st $5MM @ 1/2 of 1% per year 2nd $5MM @ 3/8 of 1% per year $10MM - 200MM @ 1/4 of 1% per year Over $200MM @ 1/5 of 1% per year Account Size Effective Rates (100ths of 1%) Fee - --------------------- ------------------------------ -------- $ 25MM 32.50 $ 81,250 50MM 28.75 143,750 75MM 27.50 206,250 100MM 26.88 268,750 125MM 26.50 331,250 150MM 26.25 393,750 175MM 26.07 456,250 200MM 25.94 518,750 - 12 - EX-5.(C) 12 SUB-INVESTMENT MANAGEMENT AGREEMENT Exhibit 5(c) AGGRESSIVE GROWTH PORTFOLIO SUB-INVESTMENT MANAGEMENT AGREEMENT AGREEMENT made this 29th day of April, 1988, among Metropolitan Series Fund, ---- Inc., a Maryland corporation (the "Fund"), Metropolitan Life Insurance Company (the "Investment Manager"), a New York corporation, and State Street Research & Management Company, a Delaware corporation (the "Sub-Investment Manager"); W I T N E S S E T H : WHEREAS, the Fund is engaged in business as a diversified open-end management investment company and is registered as such under the Investment Company Act of 1940 (the "Investment Company Act"); WHEREAS, the Fund, a series type of investment company, issues separate classes (or series) of stock, each of which represents a separate portfolio of investments; WHEREAS, the Fund is currently comprised of seven portfolios which are the Growth Portfolio, the Income Portfolio, the Money Market Portfolio, the Discretionary Portfolio, the GNMA Portfolio, the Aggressive Growth Portfolio and the Equity Income Portfolio, each of which pursues its investment objectives through separate investment policies, and the Fund may add or delete portfolios from time to time; WHEREAS, the Sub-Investment Manager is engaged principally in the business of rendering advisory services and is registered as an investment adviser under the Investment Advisers Act of 1940; and WHEREAS, the Fund has employed the Investment Manager to act as investment manager of the Aggressive Growth Portfolio as set forth in the Aggressive Growth Portfolio Investment Management Agreement dated April 29, -- 1988 between the Fund and the Investment Manager (the "Aggressive Growth Portfolio Investment Management Agreement"); the Sub-Investment Manager currently renders investment management services to the Growth Portfolio, the Income Portfolio, the Discretionary Portfolio, the GNMA Portfolio and the Equity Income Portfolio as set forth in separate sub-investment management agreements among the Fund, the Investment Manager and the Sub-Investment Manager; and the Fund and the Investment Manager desire to enter into a separate sub-investment management agreement with respect to the Aggressive Growth Portfolio of the Fund with the Sub-Investment Manager; NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained, the Fund, the Investment Manager and the Sub- Investment Manager hereby agree as follows: ARTICLE 1. Duties of the Sub-Investment Manager. ------------------------------------ Subject to the supervision and approval of the Investment Manager and the Fund's Board of Directors, the Sub-Investment Manager will manage the investment and reinvestment of the assets of the Fund's Aggressive Growth Portfolio (the "Portfolio") for the period and on the terms and conditions set forth in this Agreement. In acting as Sub-Investment Manager to the Fund with respect to the Portfolio, the Sub-Investment Manager shall determine which securities shall be purchased, sold or exchange and what portion of the assets of the Portfolio shall be held in the various securities or other assets in which it may invest, subject always to any restrictions of the Fund's Articles of Incorporation and By-Laws, as amended or supplemented from time to time, the provisions of applicable laws and regulations including the Investment Company Act, and the statements relating to the Portfolio's investment objectives, policies and restrictions as the same are set forth in the prospectus of the Fund then currently effective under the Securities Act of 1933 (the "Prospectus"). Should the Board of Directors of the Fund or the Investment Manager at any time, however, make any definite determination as to investment policy and notify the Sub-Investment Manager thereof, the Sub-Investment Manager shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Sub-Investment Manager shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies of the Portfolio, determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the Portfolio with brokers or dealers selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, the Sub-Investment Manager is directed at all times to follow the policies of the Fund set forth in the Prospectus. Nothing herein shall preclude the "bunching" of orders for the sale or purchase of portfolio securities with other Fund portfolios or with other accounts managed by the Sub- Investment Manager. The Sub-Investment Manager shall not favor any account over any other and any purchase or sale orders executed contemporaneously shall be allocated in a manner it deems equitable among the accounts involved and at a price which is approximately averaged. In connection with these services the Sub-Investment Manager will provide investment research as to the Portfolio's investments and conduct a continuous program of evaluation of their assets. The Sub-Investment Manager will furnish the Investment Manager and the Fund such statistical information with respect to the investments it makes for the Portfolio as the Investment Manager and the Fund may reasonably request. On its own initiative, the Sub-Investment Manager will apprise the Investment Manager and the Fund of important developments materially affecting the Portfolio and will furnish the Investment Manager and the Fund from time to time such information as may be believed appropriate for this purpose. In addition, the Sub-Investment Manager will furnish the Investment Manager and the Fund's Board of Directors such periodic and special reports as either of them may reasonably request. The Sub-Investment Manager will exercise its best judgment in rendering the services provided for in this Article 1, and the Fund and the Investment Manager agree, as an inducement to the Sub-Investment Manager's undertaking so to do, that the Sub-Investment Manager will not be liable under this Agreement for any mistake of judgment or in any other event whatsoever, except as hereinafter provided. The Sub-Investment Manager shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise provided or authorized, have no authority to act for or represent the Fund or the Investment Manager in any way or otherwise be deemed an agent of the Fund or the Investment Manager other than in furtherance of its duties and responsibilities as set forth in this Agreement. ARTICLE 2. Sub-Investment Management Fee. ----------------------------- The payment of advisory fees and the allocation of charges and expenses between the Fund and the Investment Manager with respect to the Portfolio are set forth in the Aggressive Growth Portfolio Investment Management Agreement. Nothing in this Aggressive Growth Portfolio Sub-Investment Management Agreement shall change or affect that arrangement. The payment of advisory fees and the apportionment of any expenses related to the services of the Sub-Investment Manager under this Agreement shall be the sole concern of the Investment Manager and the Sub-Investment Manager and shall not be the responsibility of the Fund. In consideration of services rendered pursuant to this Agreement, the Investment Manager will pay the Sub-Investment Manager on the first business day of each month the fee specified by the schedule of fees in the Appendix to this Agreement. The fee for any period from the date the Portfolio commences operations to the end of the month will be prorated according to the proportion which the period bears to the full month, and, upon any termination of this Agreement before the end of any month, the fee for the part of the month during which the Sub-Investment Manager acted under this Agreement will be prorated according to the proportion which the period bears to the full month and will be payable upon the date of termination of this Agreement. For the purpose of determining the fees payable to the Sub-Investment Manager, the value of the Portfolio's net assets will be computed in the manner specified in the Fund's Prospectus. The Sub-Investment Manager will bear all of its own expenses (such as research costs) in connection with the performance of its duties under this Agreement except for those which the Investment Manager agrees to pay. Other Matters. ------------- The Sub-Investment Manager may from time to time employ or associate with itself any person or persons believed to be particularly fitted to assist in its performance of services under this Agreement. The compensation of any such persons will be paid by the Sub-Investment Manager, and no obligation will be incurred by, or on behalf of, the Fund or the Investment Manager with respect to them. The Fund and the Investment Manager understand that the Sub-Investment Manager now acts and will continue to act as investment manager to various investment companies and fiduciary or other managed accounts, and the Fund and the Investment Manager have no objection to the Sub-Investment Manager's so acting. In addition, the Fund understands that the persons employed by the Sub- Investment Manager to assist in the performance of the Sub-Investment Manager's duties hereunder will not devote their full time to such service, and nothing herein contained shall be deemed to limit or restrict the Sub-Investment Manager's right or the right of any of the Sub-Investment Manager's affiliates to engage in and devote time and attention to other businesses or to render other services of whatever kind or nature. The Sub-Investment Manager agrees that all books and records which it maintains for the Fund are the Fund's property. The Sub-Investment Manager also agrees upon request of the Investment Manager or the Fund, promptly to surrender the books and records to the requester or make the books and records available for inspection by representatives of regulatory authorities. The Sub-Investment Manager further agrees to maintain and preserve its books and records in accordance with the Investment Company Act and rules thereunder. The Sub-Investment Manager will not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with the matters to which this Agreement relates, except for a loss resulting from willful misfeasance, bad faith or gross negligence of the Sub-Investment Manager in the performance of its duties or from reckless disregard of its obligations and duties under this Agreement. The Investment Manager has herewith furnished the Sub-Investment Manager copies of the Fund's Prospectus, Articles of Incorporation and By-Laws as currently in effect and agrees during the continuance of this Agreement to furnish the Sub-Investment Manager copies of any amendments or supplements thereto before or at the time the amendments or supplements become effective. The Sub-Investment Manager will be entitled to rely on all documents furnished to it by the Investment Manager or the Fund. ARTICLE 3. Duration and Termination of this Agreement. ------------------------------------------ This Agreement shall become effective as of the date first above written and shall remain in force until May 16, 1989 and thereafter shall continue in effect, but only so long as such continuance is specifically approved at least annually by (i) the Board of Directors of the Fund, or by the vote of a majority of the outstanding shares of the Portfolio, and (ii) a majority of those directors who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval. This Agreement may be terminated with respect to the Portfolio at any time, without the payment of any penalty, by the Board of Directors of the Fund, or by vote of a majority of the outstanding shares of the Portfolio, on sixty days' written notice to the Investment Manager, or by the Investment Manager on sixty days' written notice to the Fund. This Agreement shall automatically terminate in the event of its assignment or in the event of the termination of the Aggressive Growth Portfolio Investment Management Agreement. ARTICLE 4. Definitions. ----------- The terms "assignment," "interested person," and "majority of the outstanding shares," when used in this Agreement, shall have the respective meanings specified under the Investment Company Act. ARTICLE 5. Amendments of this Agreement. ---------------------------- This Agreement may be amended by the parties only if such amendment is specifically approved by (i) the Board of Directors of the Fund, or by the vote of a majority of the outstanding shares of the Portfolio, and (ii) by the vote of a majority of those directors of the Fund who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval. ARTICLE 6. Governing Law. ------------- The provisions of this Agreement shall be construed and interpreted in accordance with the laws of the State of New York as at the time in effect and the applicable provisions of the Investment Company Act. To the extent that the applicable law of the State of New York, or any of the provisions herein, conflict with the applicable provisions of the Investment Company Act, the latter shall control. METROPOLITAN SERIES FUND. INC. By /s/ ---------------------------- President Attest: /s/ - ------------------ Secretary METROPOLITAN LIFE INSURANCE COMPANY By /s/ ----------------------------- Senior Vice-President and General Counsel Attest: /s/ Charles B. Lynch - ----------------------- Assistant Secretary STATE STREET RESEARCH & MANAGEMENT COMPANY By /s/ ---------------------- President and Chief Executive Officer Attest: /s/ - ------------------------- Senior Vice-President and Secretary Appendix STATE STREET RESEARCH & MANAGEMENT COMPANY ------------------------------------------ Metropolitan Series Fund Fee Schedule ------------------------------------- Aggressive Growth Portfolio - .75% ---------------------------- EX-5.(D) 13 SUB-INVESTMENT MANAGEMENT AGREEMENT Exhibit 5(d) INTERNATIONAL STOCK PORTFOLIO SUB-INVESTMENT MANAGEMENT AGREEMENT AGREEMENT made this 29th day of April, 1991, 5:00 p.m. Eastern Daylight Savings Time, among Metropolitan Series Fund, Inc., a Maryland corporation (the "Fund"), Metropolitan Life Insurance Company (the "Investment Manager"), a New York corporation, and CS First Boston Global Fund Managers Limited, an England corporation (the "Sub-Investment Manager"); WITNESSETH: WHEREAS, the Fund is engaged in business as a diversified open-end management investment company and is registered as such under the Investment Company Act of 1940 (the "Investment Company Act"); WHEREAS, the Fund, a series type of investment company, issues separate classes (or series) of stock, each of which represents a separate portfolio of investments; WHEREAS, the Fund is currently comprised of nine portfolios which are the Growth Portfolio, the Income Portfolio, the Money Market Portfolio, the Diversified Portfolio, the GNMA Portfolio, the Aggressive Growth Portfolio, the Equity Income Portfolio, the Stock Index Portfolio and the International Stock Portfolio, each of which pursues its investment objectives through separate investment policies, and the Fund may add or delete portfolios from time to time; WHEREAS, the Sub-Investment Manager is engaged principally in the business of rendering advisory services and is registered as an investment adviser under the Investment Advisers Act of 1940; and WHEREAS, the Fund has employed the Investment Manager to act as investment manager of the International Stock Portfolio as set forth in the International Stock Portfolio Investment Management Agreement dated April , 1991 between the Fund and the Investment Manager (the "International Stock Portfolio Investment Management Agreement"); and the Fund and the Investment Manager desire to enter into a separate sub-investment management agreement with respect to the International Stock Portfolio of the Fund with the Sub-Investment Manager; NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained, the Fund, the Investment Manager and the Sub-Investment Manager hereby agree as follows: ARTICLE 1 Duties of the Sub-Investment Manager ------------------------------------ Subject to the supervision and approval of the Investment Manager and the Fund's Board of Directors, the Sub-Investment Manager will manage the investment and reinvestment of the assets of the Fund's International Stock Portfolio (the "Portfolio") for the period and on the terms and conditions set forth in this Agreement. In acting as Sub-Investment Manager to the Fund with respect to the Portfolio, the Sub-Investment Manager shall determine which securities shall be purchased, sold or exchanged and what portion of the assets of the Portfolio shall be held in the various securities or other assets in which it may invest, subject always to any restrictions of the Fund's Articles of Incorporation and By-Laws, as amended or supplemented from time to time, the provisions of applicable laws and regulations including the Investment Company Act, and the statements relating to the Portfolio's investment objectives, policies and restrictions as the same as set forth in prospectus and statement of additional information of the Fund then currently effective under the Securities Act of 1933 (the "Prospectus"). Should the Board of Directors of the Fund or the Investment Manager at any time, however, make any definite determination as to investment policy and notify the Sub-Investment Manager thereof, the Sub-Investment Manager shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Sub-Investment Manager shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies of the Portfolio, determined as provided above, and in particular to place all orders for the purchase or sale of 2 portfolio securities for the Portfolio with brokers or dealers selected by it. On the basis of information about the Fund supplied to the Sub- Investment Manager, the Sub-Investment Manager will treat the Fund as a business investor in relation to the services to be provided in accordance with this Agreement. As a consequence, certain of the rules of the Investment Management Regulatory Organization Limited ("IMRO") introduced to protect less sophisticated investors will not apply to this Agreement. In connection with the selection of such brokers or dealers and the placing of such orders, the Sub-Investment Manager is directed at all times to follow the policies of the Fund set forth in the Prospectus. Nothing herein shall preclude the "bunching" of orders for the sale or purchase of portfolio securities with other Fund portfolios or with other accounts managed by the Sub- Investment Manager. The Sub-Investment Manager shall not favor any account over any other and any purchase or sale orders executed contemporaneously shall be allocated in a manner it deems equitable among the accounts involved and at a price which is approximately averaged. Nothing herein contained shall prevent the sale or purchase of investments of which an issue or offer for sale was underwritten, managed or arranged by the Sub-Investment Manager or an Associate during the twelve months preceding such sale or purchase, provided that such sale or purchase is otherwise permitted under the Investment Company Act and the rules and regulations thereunder. If and to the extent that the investment objectives of the Fund and the International Stock Portfolio permit the holding of units in collective investment schemes, the Sub-Investment Manager may acquire or dispose of units in such collective investment schemes operated or advised by the Sub-Investment Manager or an Associate, provided that such acquisition or disposition is otherwise permitted by the Investment Company Act and the rules and regulations thereunder. The Sub-Investment Manager may not commit the Fund to underwrite any issue or offer for sale of securities, except to the extent that the Fund may be deemed to be a statutory underwriter 3 for purposes of the Securities Act of 1933 in selling its portfolio securities. In connection with these services the Sub-Investment Manager will provide investment research as to the Portfolio's investments and conduct a continuous program of evaluation of their assets. The Sub-Investment Manager will furnish the Investment Manager and the Fund such statistical information with respect to the investments it makes for the Portfolio as the Investment Manager and the Fund may reasonably request. On its own initiative, the Sub- Investment Manager will apprise the Investment Manager and the Fund of important developments materially affecting the Portfolio and will furnish the Investment Manager and the Fund from time to time such information as may be believed appropriate for this purpose. The Sub-Investment Manager shall send to the Fund a half-yearly periodic statement of the International Stock Portfolio in accordance with Rule 21, Chapter IV of the rules of IMRO. In addition, the Sub- Investment Manager will furnish the Investment Manager and the Fund's Board of Directors such periodic and special reports as either of them may reasonable request. The Sub-Investment Manager will not hold money or investments on behalf of the Fund. The money and investments will be held by the Custodian of the Fund, which is not an Associate of the Sub-Investment Manager. The Sub-Investment Manager will exercise its best judgment in rendering the services provided for in this Article 1, and the Fund and the Investment Manager agree, as an inducement to the Sub-Investment Manager's undertaking so to do, that the Sub-Investment Manager will not be liable under this Agreement for any mistake of judgment or in any other event whatsoever, except as hereinafter provided. Further details of the risks associated with the investment practices and policies of the Portfolio are contained in the Risk Disclosure Statements set out in Appendix B. The Sub-Investment Manager shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise provided or authorized, have no authority to act for or represent the Fund or the Investment Manager in any way or otherwise be deemed an agent of the Fund or the Investment Manager other than in furtherance of its duties and responsibilities as set forth in this Agreement. 4 ARTICLE 2 Sub-Investment Management Fee ----------------------------- The payment of advisory fees and the allocation of charges and expenses between the Fund and the Investment Manager with respect to the Portfolio are set forth in the International Stock Portfolio Investment Management Agreement. Nothing in this International Stock Portfolio Sub- Investment Management Agreement shall change or affect that arrangement. The payment of advisory fees and the apportionment of any expenses related to the services of the Sub-Investment Manager under this Agreement shall be the sole concern of the Investment Manager and the Sub-Investment Manager and shall not be the responsibility of the Fund. In consideration of services rendered pursuant to this Agreement, the Investment Manager will pay the Sub-Investment Manager on the first business day of each month the fee specified by the schedule of fees in Appendix A to this Agreement. The fee for any period from the date the Portfolio commences operations to the end of the month will be prorated according to the proportion which the period bears to the full month, and, upon any termination of this Agreement before the end of any month, the fee for the part of the month during which the Sub-Investment Manager acted under this Agreement will be prorated according to the proportion which the period bears to the full month and will be payable upon the date of termination of this Agreement. For the purpose of determining the fees payable to the Sub-Investment Manager, the value of the Portfolio's net assets will be computed in the manner specified in the Fund's Prospectus. The Sub-Investment Manager will bear all of its own expenses (such as research costs) in connection with the performance of its duties under this Agreement except for those which the Investment Manager agrees to pay. Other Matters ------------- The Sub-Investment Manager may from time to time employ or associate with itself any 5 person or persons believed to be particularly fitted to assist in its performance of services under this Agreement. The compensation of any such persons will be paid by the Sub-Investment Manager, and no obligation will be incurred by, or on behalf of, the Fund or the Investment Manager with respect to them. The Fund and the Investment Manager understand that the Sub-Investment Manager now acts and will continue to act as investment manager to various investment companies and fiduciary or other managed accounts, and the Fund and the Investment Manager have no objection to the Sub-Investment Manager's so acting. In addition, the Fund understands that the persons employed by the Sub- Investment Manager to assist in the performance of the Sub-Investment Manager's duties hereunder will not devote their full time to such service, and nothing herein contained shall be deemed to limit or restrict the Sub-Investment Manager's right or the right of any of the Sub-Investment Manager's affiliates to engage in and devote time and attention to other businesses or to render other services of whatever kind or nature. The Sub-Investment Manager agrees that all books and records which it maintains for the Fund are the Fund's property. The Sub-Investment Manager also agrees upon request of the Investment Manger or the Fund, promptly to surrender the books and records to the requester or make the books and records available for inspection by representatives of regulatory authorities. The Sub-Investment Manager further agrees to maintain and preserve its books and records in accordance with the Investment Company Act and rules thereunder. The Sub-Investment Manager will not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with the matters to which this Agreement relates, except for a loss resulting from willful misfeasance, bad faith or gross negligence of the Sub-Investment Manager in the performance of its duties or from reckless disregard of its obligations and duties under this Agreement. The Investment Manager has herewith furnished the Sub-Investment Manager copies of the Fund's Prospectus, Articles of Incorporation and By-Laws as currently in effect and agrees during 6 the continuance of this Agreement to furnish the Sub-Investment Manager copies of any amendments or supplements thereto before or at the time the Amendments or Supplements become effective. The Sub-Investment Manager will be entitled to rely on all documents furnished to it by the Investment Manager or the Fund. ARTICLE 3 Duration and Termination of this Agreement ------------------------------------------ This Agreement shall become effective as of the date first above written and shall remain in force until May 16, 1992 and thereafter shall continue in effect, but only so long as such continuance is specifically approved at least annually by (i) the Board of Directors of the Fund, or by the vote of a majority of the outstanding shares of the Portfolio, and (ii) a majority of those directors who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval. This Agreement may be terminated with respect to the Portfolio at any time, without the payment of any penalty, by the Board of Directors of the Fund, or by vote of a majority of the outstanding shares of the Portfolio, on sixty days' written notice to the Investment Manager or by the Investment Manager on sixty days' written notice to the Fund. This Agreement shall automatically terminate in the event of its assignment or in the event of termination of the International Stock Portfolio Investment Management Agreement. ARTICLE 4 Definitions ----------- The terms "assignment," "interested person," and "majority of the outstanding shares," when used in this Agreement, shall have the respective meanings specified under the Investment Company Act. 7 The term "Associate" means a holding company or subsidiary of the Sub- Investment Manager and any other subsidiary of such holding company, and any other person who alone or with any Associate (as so defined) is entitled to control the exercise of 15 per cent of the voting power at any general meeting of the Sub-Investment Manager or such holding company or subsidiary. The term "Custodian" means State Street Bank and Trust Company of 225 Franklin Street, Boston, Massachusetts 02110. ARTICLE 5 Complaints Procedure -------------------- The Sub-Investment Manager has in operation a written procedure in accordance with the rules of IMRO for the effective consideration and proper handling of complaints from clients. Any complaint by the Fund should be sent in writing to the compliance officer of the Sub-Investment Manager at 2A Great Titchfield Street, London, WIP 7AA. If the matter cannot be resolved immediately to the Fund's satisfaction then the compliance officer will conduct an investigation into the compliant and will notify the Fund within 14 days as to what action the Sub-Investment Manger intends to take with regard to the matter. The Fund is also entitled to make any complaint about the Sub-Investment Manager to IMRO. At the Fund's request, IMRO will provide a statement describing the Fund's rights to compensation in the event of the Sub-Investment Manager's inability to meet any liabilities to the Fund. ARTICLE 6 Amendments of this Agreement ---------------------------- This Agreement may be amended by the parties only if such amendment is specifically approved by (i) the Board of Directors of the Fund, or by the vote of a majority of the outstanding shares of the Portfolio, and (ii) by the vote of a majority of those directors of the Fund who are not 8 parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval. ARTICLE 7 Governing Law ------------- The provisions of this Agreement shall be construed and interpreted in accordance with the laws of the State of New York as at the time in effect and the applicable provisions of the Investment Company Act. To the extent that the applicable law of the State of New York, or any of the provisions herein, conflict with the applicable provisions of the Investment Company Act, the latter shall control. 9 METROPOLITAN SERIES FUND, INC. By /s/ Jeffery J. Hodgman ------------------------------ Attest: /s/ - ------------------------- Secretary METROPOLITAN LIFE INSURANCE COMPANY By /s/ Richard M. Blackman ----------------------------- Senior Vice-President, General Counsel and Secretary Attest: /s/ Charles B. Lynch ------------------- Assistant Secretary CS FIRST BOSTON GLOBAL FUND MANAGERS LIMITED By /s/ G. Banford ----------------------------- Director and Chief Executive Officer Attest: /s/ - ------------------------ Secretary Appendix A CS FIRST BOSTON GLOBAL FUND MANAGERS LIMITED -------------------------------------------- Metropolitan Series Fund Fee Schedule ------------------------------------- International Stock Portfolio - .60% ----------------------------- 11 Appendix B GENERAL RISK DISCLOSURE STATEMENT PART I ------ This statement is made in compliance with the rules of the Securities and Investments Board. The risk of loss in investing in commodity, financial or other futures, options or contracts for differences can be substantial. The Fund should carefully consider whether such investments are suitable for it in the light of its circumstances and financial resources. The Fund should be aware of the following points: 1. In a relatively short time it may sustain a total loss of the deposits and of the margin placed with the Sub-Investment Manager to establish or maintain an open position if the market moves against it. The Fund may be called upon to deposit a substantial additional margin, at short notice, to maintain its position. If the Fund does not provide such additional funds within the time required, its position may be liquidated at a loss and it vill be liable for any resulting deficit. 2. If the Fund deposits collateral as security for calls made upon it by the Sub-Investment Manager it will lose its identity as the Fund's property once dealings on its behalf are undertaken and may be passed on to an exchange's clearing house or other brokers. Even if its dealings should ultimately prove profitable, the Fund may have to accept payment in cash and not get back the actual assets which it has deposited. Nor will the Fund's deposit be protected to the same extent as would a cash deposit held on trust in a segregated client bank account. 3. Under certain market conditions it may be difficult or impossible to liquidate a position. This may occur, for example, at times of rapid price movement if the price rises or falls in one trading session to such an extent that, under the rules of the relevant exchange, trading is suspended or restricted. 4. Placing a stop-loss order will not necessarily limit the Fund's losses to the intended amounts, for market conditions may make it impossible to execute such orders at the stipulated price. 5. A spread or straddle position may be as risky as a single long or short position and can be more complex. 6. Markets in futures, options and contracts for differences can be highly volatile and investment in them carries a high risk of loss. The high degree of "gearing" or "leverage" is a particular feature of this type of transaction. This stems from the margining system applicable to such contracts which generally involves a comparatively modest deposit of margin in terms of the overall contract value, so that a relatively small market movement can have a 12 disproportionately dramatic effect on the Fund's investment. If the market movement is in the Fund's favour, it may achieve a good profit return, but an equally small adverse market movement can result not only in the loss of the Fund's entire original investment, but may also expose it to the distinct possibility of an unquantifiable loss exceeding its original investment. 7. If the Fund takes (buys) an option, its risk in most cases will be less than trading in futures since the Fund should not lose more than the premium it paid plus any commission or other transaction charges. However, there are many different types of options with different peculiarities and subject to different conditions. The Fund should accordingly require the Sub-Investment Manager to inform it of all relevant details before committing itself. In all cases the Fund can easily lose its entire investment in the option. If the Fund grants (sells) an option, its risk of loss may be at least as great as its exposure in trading futures. Although the Fund will receive a premium payment for granting (selling) the option, a relatively small adverse market movement can quickly eradicate that premium. The Fund may be liable to pay substantial additional margins which could involve it in significant losses. Moreover, the buyer of an option acquires certain rights which may limit the Fund's ability to protect itself. Only experienced traders should contemplate granting options and then only after securing full details from the Sub-Investment Manager of the applicable conditions and potential risk exposure. 8. Where the Sub-Investment Manager deals for the Fund it should, unless the Fund has effectively agreed otherwise in circumstances where this is permitted under the rules of the Securities and Investments Board, do so only in contracts of the types dealt with on one of the recognized or designated exchanges. If the Fund instructs the Sub-Investment Manager to deal on foreign markets, it will probably instruct a broker in the country concerned. Normally that broker will not be subject to the rules or regulations of the Securities and Investments Board and the exchange on which that foreign broker effects the transactions may not be subject to as strict regulations as a recognized investment exchange in the United Kingdom. Hence the degree of protection afforded to the Fund may be less than if the Fund restricts its transactions to United Kingdom markets. The Fund should ensure that the Sub-Investment Manager explains the protections which will operate and ascertain whether it accepts liability for any default of the foreign broker that he employs. If the Sub-Investment Manager does not accept such a liability the Fund could lose all that it has invested or stands to gain if the foreign broker defaults. 9. The Fund should require of the Manager prior to the commencement of trading written confirmation of all commission and other transactions charges for which the Fund will be liable. In the event that any charges are not expressed in money terms, (but, for example, as a percentage of contract value) the Fund should obtain a clear written explanation, including appropriate examples, to establish what such charges are likely to mean in specific money terms. The Fund should realise that when commission is charged as a percentage it will normally be as a percentage of the total contract value and not simply a percentage of the Fund's deposit. 13 10. The Sub-Investment Manager may also be a dealer trading for its own account and may accordingly be involved in the same markets as the Fund. Under such circumstances the Company should be aware that the Sub-Investment Manager's own account involvement could be contrary to the Fund's interests. The Sub- Investment Manager is required to inform the Fund in advance if the Sub- Investment Manager deals on his own behalf in relevant markets.* 11. The guarantee of performance by the exchanges' clearing houses applies only to their contracts with members. They do not guarantee performance of the Sub-Investment Manager's contracts with the Fund. 12. The Sub-Investment Manager's insolvency or that of any other brokers involved may lead to the Fund's positions being closed without the Fund's consent. 13. The Fund has agreed that its money held by the Sub-Investment Manager need not be segregated in a client bank account and the Fund will lack that protection should the Sub-Investment Manager become insolvent.+ This brief statement cannot disclose all risks of investments in futures, options and contracts for differences. They are not suitable for many members of the public and the Fund should carefully study such investments before he commits funds to them. They may also have tax consequences and on this the Fund should consult its lawyer, accountant or other tax adviser. 14 CS FIRST BOSTON GLOBAL FUND MANAGERS LIMITED I have read and understood Part I of this risk disclosure statement set out above April 29, 1991 - ---------------------------------- Date /s/ Jeffrey J. Hodgman - ---------------------------------- Signature For and on behalf of: - ---------------------------------- METROPOLITAN SERIES FUND, Inc. * Not withstanding that the rules of the Securities and Investments Board require the Sub-Investment Manager to so state, the Sub-Investment Manager will not be acting as a dealer trading for his own account. + Notwithstanding that the rules of the Securities and Investments Board require the Sub-Investment Manager to so state, the Fund has agreed that its money will not be held by the Sub-Investment Manager, but rather will be held by its custodian. 15 GENERAL RISK DISCLOSURE STATEMENT --------------------------------- PART II Limited Liability Transaction ----------------------------- 1. Before entering into a limited liability transaction, the Fund should obtain from the Sub-Investment Manager a formal written statement confirming that the extent of the Fund's loss liability on each transaction will be limited to an amount agreed by the Fund prior to entering into the transaction. 2. The amount of such agreed liability must be indicated in the contract or confirmation note of the transactions. 3. The Fund is required under the rules of the Securities and Investments Board to deposit in cash the amount of the agreed maximum liability assumed by the Fund in relation to each transaction. 4. The amount the Fund can lose in limited liability transactions will be less than in other margined transactions which have no predetermined loss limit. Nevertheless, even though the extent of loss will be subject to the agreed limited, the Fund may sustain the loss in a relatively short time. The Fund's loss may be limited, but the risk of it sustaining the total loss of his deposit is substantial. 5. The commission or other costs the Fund will incur in entering into this type of transaction are likely to be substantially higher than for other margined transactions where there is no guaranteed loss limit. Such costs must be included in (and not additional to) the Fund's agreed loss liability, and the Fund should be aware that higher charges increase the likelihood and extent of his loss. 16 I have read and understood Part II of this risk disclosure statement set out above. April 29, 1991 - ----------------------------- Date /s/ Jeffrey J. Hodgman - ----------------------------- Signature For and on behalf of: - ----------------------------- METROPOLITAN SERIES FUND, Inc. EX-5.(E) 14 AMENDED SUB-INVESTMENT MANAGEMENT AGREEMENT EXHIBIT 5(e) INTERNATIONAL STOCK PORTFOLIO SUB-INVESTMENT MANAGEMENT AGREEMENT AGREEMENT made this 26th day of June, 1991, 2:00 P.M. Eastern Daylight Savings Time, among Metropolitan Series Fund, Inc., a Maryland corporation (the "Fund"), Metropolitan Life Insurance Company (the "Investment Manager"), a New York corporation, and GFM International Investors Limited, an England corporation (the "Sub-Investment Manager"); W I T N E S S E T H: WHEREAS, the Fund is engaged in business as a diversified open-end management investment company and is registered as such under the Investment Company Act of 1940 (the "Investment Company Act"); WHEREAS, the Fund, a series type of investment company, issues separate classes (or series) of stock each of which represents a separate portfolio of investments; WHEREAS, the Fund is currently comprised of nine portfolios which are the Growth Portfolio, the Income Portfolio, the Money Market Portfolio, the Diversified Portfolio, the GNMA Portfolio, the Aggressive Growth Portfolio, the Equity Income Portfolio, the Stock Index Portfolio and the International Stock Portfolio, each of which pursues its investment objectives through separate investment policies, and the Fund may add or delete portfolios from time to time; WHEREAS, the Sub-Investment Manager is engaged principally in the business of rendering advisory services and is registered as an investment adviser under the Investment Advisers Act of 1940; and WHEREAS, the Fund has employed the Investment Manager to act as investment manager of the International Stock Portfolio as set forth in the International Stock Portfolio Investment Management Agreement dated April 29, 1991 between the Fund and the Investment Manager (the "International Stock Portfolio Investment Management Agreement"); and the Fund and the Investment Manager desire to enter into a separate sub-investment management agreement with respect to the International Stock Portfolio of the Fund with the Sub-Investmcnt Manager; NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained, the Fund, the Investment Manager and the Sub-Investment Manager hereby agree as follows: ARTICLE 1 Duties of the Sub-Investment Manager ------------------------------------ Subject to the supervision and approval of the Investment Manager and the Fund's Board of Directors, the Sub-Investment Manager will manage the investment and reinvestment of the assets of the Fund's International Stock Portfolio (the "Portfolio") for the period and on the terms and conditions set forth in this Agreement. In acting as Sub-Investment Manager to the Fund with respect to the Portfolio, the Sub-Investment Manager shall determine which securities shall be purchased, sold or exchanged and what portion of the assets of the Portfolio shall be held in the various securities or other assets in which it may invest, subject always to any restrictions of the Fund's Articles of Incorporation and By-Laws, as amended or supplemented from time to time, the provisions of applicable laws and regulations including the Investment Company Act, and the statements relating to the Portfolio's investment objectives, policies and restrictions as the same are set forth in prospectus and statement of additional information of the Fund then currently effective under the Securities Act of 1933 (the "Prospectus"). Should the Board of Directors of the Fund or the Investment Manager at any time, however, make any definite determination as to investment policy and notify the Sub-Investment Manager thereof, the Sub-Investment Manager shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Sub-Investment Manager shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies of the Portfolio, determined as provided above, and in particular to place all orders for the purchase or sale of 2 portfolio securities for the Portfolio with brokers or dealers selected by it. On the basis of information about the Fund supplied to the Sub-Investment Manager, the Sub-Investment Manager will treat the Fund as a business investor in relation to the services to be provided in accordance with this Agreement. As a consequence, certain of the rules of the Investment Management Regulatory Organization Limited ("IMRO") introduced to protect less sophisticated investors will not apply to this Agreement. In connection with the selection of such brokers or dealers and the placing of such orders, the Sub-Investment Manager is directed at all times to follow the policies of the Fund set forth in the Prospectus. Nothing herein shall preclude the "bunching" of orders for the sale or purchase of portfolio securities with other Fund portfolios or with other accounts managed by the Sub-Investment Manager. The Sub-Investment Manager shall not favor any account over any other and any purchase or sale orders executed contemporaneously shall be allocated in a manner it deems equitable among the accounts involved and at a price which is approximately averaged. Nothing herein contained shal1 prevent the sale or purchase of investments of which an issue or offer for sale was underwritten, managed or arranged by the Sub-Investment Manager or an Associate during the twelve months preceding such sale or purchase, provided that such sale or purchase is otherwise permitted under the Investment Company Act and the rules and regulations thereunder. If and to the extent that the investment objectives of the Fund and the International Stock Portfolio permit the holding of units in collective investment schemes, the Sub-Investment Manager may acquire or dispose of units in such collective investment schemes operated or advised by the Sub-Investment Manager or an Associate, provided that such acquisition or disposition is otherwise permitted by the Investment Company Act and the rules and regulations thereunder. The Sub-Investment Manager may not commit the Fund to underwrite any issue or offer for sale of securities, except to the extent that the Fund may be deemed to be a statutory underwriter 3 for purposes of the Securities Act of 1933 in selling its portfolio securities. In connection with these services the Sub-Investment Manager will provide investment research as to the Portfolio's investments and conduct a continuous program of cvaluation of their assets. The Sub-Investment Manager will furnish the Investment Manager and the Fund such statistical information with respect to the investments it makes for the Portfolio as the Investment Manager and the Fund may reasonably request. On its own initiative, the Sub-Investment Manager will apprise the Investment Manager and the Fund of important developments materially affecting the Portfolio and will furnish the Investment Manager and the Fund from time to time such information as may be believed appropriate for this purpose. The Sub-Investment Manager shall send to the Fund a half-yearly periodic statement of the International Stock Portfolio in accordance with Rule 21, Chapter IV of the rules of IMRO. In addition, the Sub-Investment Manager will furnish the Investment Manager and the Fund's Board of Directors such periodic and special reports as either of them may reasonable request. The Sub-Investment Manager will not hold money or investments on behalf of the Fund. The money and investments will be held by the Custodian of the Fund, which is not an Associate of the Sub-Investment Manager. The Sub-Investment Manager will exercise its best judgment in rendering the services provided for in this Article 1, and the Fund and the Investment Manager agree, as an inducement to the Sub-Investment Manager's undertaking so to do, that the Sub-Investment Manager will not be liable under this Agreement for any mistake of judgment or in any other event whatsoever, except as hereinafter provided. Further details of the risks associated with the investment practices and policies of the Portfolio are contained in the Risk Disclosure Statements set out in Appendix B. The Sub-Investment Manager shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise provided or authorized, have no authority to act for or represent the Fund or the Investment Manager in any way or otherwise be deemed an agent of the Fund or the Investment Manager other than in furtherance of its duties and responsibilities as set forth in this Agreement. 4 ARTICLE 2 Sub-Investment Management Fee ----------------------------- The payment of advisory fees and the allocation of charges and expenses between the Fund and the Investment Manager vith respect to the Portfolio are set forth in the International Stock Portfolio Investment Management Agreement. Nothing in this International Stock Portfolio Sub-Investment Management Agreement shall change or affect that arrangement. The payment of advisory fees and the apportionment of any expenses related to the services of the Sub- Investment Manager under this Agreement shall be the sole concern of the Investment Manager and thc Sub-Investment Manager and shall not be the responsibility of the Fund. In consideration of services rendered pursuant to this Agreement, the Investment Manager will pay the Sub-Investment Manager on the first business day of each month the fee specified by the schedule of fees in Appendix A to this Agreement. The fee for any period from the date the Portfolio commences operations to the end of the month will be prorated according to the proportion which the period bears to the full month, and, upon any termination of this Agreement before the end of any month, the fee for the part of the month during which the Sub-Investment Manager acted under this Agreement will be prorated according to the proportion which the period bears to the full month and will be payable upon the date of termination of this Agreement. For the purpose of determining the fees payable to the Sub-Investment Manager, the value of the Portfolio's net assets will be computed in the manner specified in the Fund's Prospectus. The Sub-Investment Manager will bear all of its own expenses (such as research costs) in connection with the performance of its duties under this Agreement except for those which the Investment Manager agrees to pay. Other Matters ------------- The Sub-Investment Manager may from time to time employ or associate with itself any 5 person or persons believed to be particularly fitted to assist in its performance of services under this Agreement. The compensation of any such persons will be paid by thc Sub-Investment Manager, and no obligation will be incurred by, or on behalf of, the Fund or the Investment Manager with respect to them. The Fund and the Investment Manager understand that the Sub-Investment Manager now acts and will continue to act as investment manager to various investment companies and fiduciary or other managed accounts, and the Fund and the Investment Manager have no objection to the Sub-Investment Manager's so acting. In addition, the Fund understands that the persons employed by the Sub- Investment Manager to assist in the performance of the Sub-Imestment Manager's duties hereunder will not devote their full time to such service, and nothing herein contained shall be deemed to limit or restrict the Sub-Investment Manager's right or the right of any of the Sub-Investment Manager's affiliates to engage in and devote time and attention to other businesses or to render other services of whatever kind or nature. The Sub-Investment Manager agrees that all books and records which it maintains for the Fund are the Fund's property. The Sub-Investment Manager also agrees upon request of the Investment Manger or the Fund, promptly to surrender the books and records to the requester or make the books and records available for inspection by representatives of regulatory authorities. The Sub-Investment Manager further agrees to maintain and preserve its books and records in accordance with the Investment Company Act and rules thereunder. The Sub-Investment Manager will not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with the matters to which this Agreement relates, except for a loss resulting from willfu] misfeasance, bad faith or gross negligence of the Sub-Investment Manager in the performance of its duties or from reckless disregard of its obligations and duties under this Agreement. The Investment Manager has herewith furnished the Sub-Investment Manager copies of the Fund's Prospectus, Articles of Incorporation and By-Laws as currently in effect and agrees during 6 the continuance of this Agreement to furnish the Sub-Investment Manager copies of any amendments or supplements thereto before or at the time the Amendments or Supplements become effective. The Sub-Investment Manager will be entitled to rely on all documents furnished to it by the Investment Manager or the Fund. ARTICLE 3 Duration and Termination of this Agreement ------------------------------------------ This Agreement shall become effective as of the date first above written and shall remain in force until May 16, 1992 and thereafter shall continue in effect, but only so long as such continuance is specifically approved at least annually by (i) the Board of Directors of the Fund, or by the vote of a majority of the outstanding shares of the Portfolio, and (ii) a majority of those directors who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval. This Agreement may be terminated with respect to the Portfolio at any time, without the payment of any penalty, by the Board of Directors of the Fund, or by vote of a majority of the outstanding shares of the Portfolio, on sixty days' written notice to the Investment Manager or by the Investment Manager on sixty days' written notice to the Fund. This Agreement shall automatically terminate in the event of its assignment or in the event of termination of the International Stock Portfolio Investment Management Agreement. ARTICLE 4 Definitions ----------- The terms "assignment," "interested person," and "majority of the outstanding shares," when used in this Agreement, shall have the respective meanings specified under the Investment Company Act. 7 The term "Associate" means a holding company or subsidiary of the Sub- Investment Manager and any other subsidiary of such holding company, and any other person who alone or with any Associate (as so defined) is entitled to control the exercise of 15 per cent of the voting power at any general meeting of the Sub-Investment Manager or such holding company or subsidiary. The term "Custodian" means State Street Bank and Trust Company OF 225 Franklin Street, Boston Massachusetts 02110. ARTICLE 5 Complaints Procedure -------------------- The Sub-Investment Manager has in operation a written procedure in accordance with thc rules of IMRO for the effective consideration and proper handling of complaints from clients. Any complaint by the Fund should be sent in writing to the compliance officer of the Sub-Investment Manager at 2A Great Titchfield Street, London, WIP 7AA. If the matter cannot be resolved immediately to the Fund's satisfaction then the compliance officer will conduct an investigation into the compliant and will notify the Fund within 14 days as to what action the Sub-Investment Manger intends to take with regard to the matter. The Fund is also entitled to make any complaint about the Sub-Investment Manager to IMRO. At the Fund's request, IMRO will provide a statement describing the Fund's rights to compensation in the event of the Sub-Investment Manger's inability to meet any liabilities to the Fund. ARTICLE 6 Amendments of this Agreement ---------------------------- This Agreement may be amended by the parties only if such amendment is specifically approved by (i) the Board of Directors of the Fund, or by the vote of a majority of the outstanding shares of the Portfolio, and (ii) by the vote of a majority of those directors of the Fund who are not 8 parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval. ARTICLE 7 Governig Law ------------ The provisions of this Agreement shall be construed and interpreted in accordance with the laws of the State of New York as at the time in effect and the applicab]e provisions of the Investment Company Act. To the extent that the applicable law of the State of New York, or any of the provisions herein, conflict with the applicable provisions of the Investment Company Act, the latter shall control. 9 METROPOLITAN SERIES FUND, INC. By /s/ Jeffrey J. Hodgman -------------------------------- President Attest: /s/ Christopher P. Nicholas --------------------------- Secretary METROPOLITAN LIFE INSURANCE COMPANY By /s/ Richard M. Blackwell ------------------------------------- Senior Vice-President and General Counsel Attest: /s/ Charles B. Lynch --------------------------- Assistant Secretary GFM INTERNATIONAL INVESTORS LIMITED By /s/ Stephen J. Bamford ------------------------------------- Director and Chief Executive Officer Attest: /s/ --------------------------- Secretary 10 Appendix A GFM INTERNATIONAL INVESTORS LIMITED ----------------------------------- Metropolitan Series Fund Fee Schedule ------------------------------------- International Stock Portfolio -.60% ----------------------------- 11 Appendix B GENERAL RISK DISCLOSURE STATEMENT --------------------------------- PART I ------ This statement is made in compliance with the rules of the Securities and Investments Board. The risk of loss in investing in commodity, financial or other futures, options or contracts for differences can be substantial. The Fund should carefully consider whether such investments are suitable for it in the light of its circumstances and financial resources. The Fund should bc aware of the following points: 1. In a relatively short time it may sustain a total loss of the deposits and of the margin placed with the Sub-Investment Manager to establish or maintain an open position if the market moves against it. The Fund may be called upon to deposit a substantial additional margin, at short notice, to maintain its position. If the Fund does not provide such additional funds within the time required, its position may be liquidated at a loss and it will be liable for any resulting deficit. 2. If the Fund deposits collateral as security for calls made upon it by the Sub-Investment Manager it will lose its identity as the Fund's property once dealings on its behalf are undertaken and may be passed on to an exchange's clearing house or other brokers. Even if its dealings should ultimately prove profitable, the Fund may have to accept payrnent in cash and not get back the actual assets which it has deposited. Nor will the Fund's deposit be protected to the same extent as would a cash deposit held on trust in a segregated client bank account. 3. Under certain market conditions it may be difficult or impossible to liquidate a position. This may occur, for example, at times of rapid price movement if the price rises or falls in one trading session to such an extent that, under the rules of the relevant exchange, trading is suspended or restricted. 4. Placing a stop-loss order will not necessarily limit the Fund's losses to the intended amounts, for market conditions may make it impossible to execute such orders at the stipulated price. 5. A spread or straddle position may be as risky as a single long or short position and can be more complex. 6. Markets in futures, options and contracts for differences can be highly volatile and investment in them carries a high risk of loss. The high degree of "gearing" or "leverage" is a particular feature of this type of transaction. This stems from the margining system applicable to such contracts which generally involves a comparatively modest deposit of margin in terms of the overall contract value, so that a relatively small market movement can have a 12 disproportionately dramatic effect on the Fund's investment. If the market movement is in the Fund's favour, it may achieve a good profit return, but an equally small adversc market movement can result not only in the loss of the Fund's entire original investment, but may also expose it to the distinct possibility of an unquantifiable loss exceeding its original investment. 7. If the Fund takes (buys) an option, its risk in most cases will be less than trading in futures since the Fund should not lose more than the premium it paid plus any commission or other transaction charges. However, there are many different types of options with different peculiarities and subject to different conditions. The Fund should accordingly require the Sub-Investment Manager to inform it of all relevant details before committing itself. In all cases the Fund can easily lose its entire investment in the option. If the Fund grants (sells) an option, its risk of loss may be at least as great as its exposure in trading futures. Although the Fund vill receive a premium payment for granting (selling) the option, a relatively small adverse market movement can quickly eradicate that premium. The Fund may be liable to pay substantial additional margins which could involve it in significant losses. moreover, the buyer of an option acquires certain rights which may limit the Fund's ability to protect itself. Only experienced traders should contemplate granting options and then only after securing full details from the Sub-Investment Manager of the applicable conditions and potential risk exposure. 8. Where the Sub-Investment Manager deals for the Fund it should, unless the Fund has effectively agreed otherwise in circumstances where this is permitted under the rules of the Securities and Investments Board, do so only in contracts of the types dealt with on one of the recognized or designated exchanges. If the Fund instructs the Sub-Investment Manager to deal on foreign markets, it will probably instruct a broker in the country concerned. Normally that broker will not be subject to the rules or regulations of the securities and Investments Board and the exchange on which that foreign broker effects the transactions may not be subject to as strict regulations as a recognized investment exchange in the United Kingdom. Hence the degree of protection afforded to the Fund may be less than if the fund restricts its transactions to United Kingdom markets. The Fund should ensure that the Sub-Investment Manager explains the protections which will operate and ascertain whether it accepts liability for any default of the foreign broker that he employs. If the Sub-Investment Manager does not accept such a liability the Fund could lose all that it has invested or stands to gain if the foreign broker defaults. 9. The Fund should require of the Manager prior to the commencement of trading written confirmation of all commission and other transactions charges for which the Fund will be liable. In the event that any charges are not expressed in money terms, (but, for example, as a percentage of contract value) the Fund should obtain a clear written explanation, including appropriate examples, to establish what such charges are likely to mean in specific money terms. The Fund should realise that when commission is charged as a percentage it will normally be as a percentage of the total contract value and not simply a percentage of the Fund's deposit. 13 10. The Sub-Investment Manager may also be a dealer trading for its own account and may accordingly be involved in the same markets as the Fund. Under such circumstances thc Company should be aware that the Sub-Investment Manager's own account involvement could be contrary to the Fund's interests. The Sub-Investment Manager is required to inform the Fund in advance if the Sub-Investment Manager deals on his own behalf in relevant markets.* 11. The guarantee of performance by the exchanges' clearing houses applies only to their contracts with members. They do not guarantee performance of the Sub-Investment Manager's contracts with the Fund. 12. The Sub-Investment Manager's insolvency or that of any other brokers involved may lead to the Fund's positions being closed without the Fund's consent. 13. The Fund has agreed that its money held by the Sub-Investment Manager need not be segregated in a client bank account and the Fund will lack that protection should the Sub-Investment Manager become insolvent.+ This brief statement cannot disclose all risks of investments in futures, options and contracts for differences. They are not suitable for many members of the public and the Fund should carefully study such investments before he commits funds to them. They may also have tax consequences and on this the Fund should consult its lawyer, accountant or other tax adviser. 14 GFM INTERNATIONAL INVESTORS LIMITED I have read and understood Part I of this risk disclosure statement set out above June 26, 1991 - ------------------------------- Date /s/ Jeffrey J. Hodgman - ------------------------------- Signature For and on behalf of: - -------------------------------- METROPOLITAN SERIES FUND, Inc. * Notwithstanding that the rules of the Securities and Investments Board require the Sub-Investment Manager to so state, the Sub-Investment Manager will not be acting as a dealer trading for his own account. + Notwithstanding that the rules of the Securities and Investments Board require the Sub-Investment Manager to so state, the Fund has agreed that its money will not be held by the Sub-Investment Manager, but rather will be held by its custodian. 15 GENERAL RISK DISCLOSURE STATEMENT --------------------------------- PART II Limited Liability Transaction ----------------------------- 1. Before entering into a limited liability transaction, the Fund should obtain from the Sub-Investment Manager a formal written statement confirming that the extent of the Fund's loss liability on each transaction will be limited to an amount agreed by the Fund prior to entering into the transaction. 2. The amount of such agreed liability must be indicated in the contract or confirmation note of the transactions. 3. The Fund is required under the rules of the Securities and Investments Board to deposit in cash the amount of the agreed maximum liability assumed by the Fund in relation to each transaction. 4. The amount the Fund can lose in limited liability transactions will be less than in other margined transactions which have no predetermined loss limit. Nevertheless, even though the extent of loss will be subject to the agreed limited, the Fund may sustain the loss in a relatively short time. The Fund's loss may be limited, but the risk of it sustaining the total loss of his deposit is substantial. 5. The commission or other costs the Fund will incur in entering into this type of transaction are likely to be substantially higher than for other margined transactions where there is no guaranteed loss limit. Such costs must be included in (and not additional to) the Fund's agreed loss liability, and the Fund should be aware that higher charges increase the likelihood and extent of his loss. 16 I have read and understood Part II of this risk disclosure statement set out above. June 26, 1991 - ------------------------------- Date /s/ Jeffrey J. Hodgman - ------------------------------- Signature For and on behalf of: - -------------------------------- METROPOLITAN SERIES FUND, Inc. 17 EX-6.(A) 15 DISTRIBUTION AGREEMENT EXHIBIT 6(A) DISTRIBUTION AGREEMENT AGREEMENT made this 16th day of May, 1983, between METROPOLITAN SERIES FUND, INC., a corporation organized under the laws of Maryland (the "Fund"), and METROPOLITAN LIFE INSURANCE COMPANY, a New York corporation (the "Distributor"); W I T N E S S E T H: - - - - - - - - - - WHEREAS, the fund is registered under the Investment Company Act of 1940 (the "Investment Company Act") as a diversified open-end management investment company and it is affirmatively in the interest of the Fund to offer its shares for sale continuously, pursuant to a prospectus (as now and hereafter amended or supplemented, the "Prospectus") currently effective under the Securities Act of 1933 (the "Securities Act"), to Metropolitan Tower Life Insurance Company ("Metropolitan Tower") for allocation to Metropolitan Tower's Separate Account One (the "Separate Account") and to any other separate accounts of Metropolitan Tower or of its parent corporation, Metropolitan Life Insurance Company, or any of its subsidiaries or affiliates (all eligible purchasers of such shares being referred to collectively as the "Purchasers"); and WHEREAS, the Fund is currently comprised of three separate portfolios (together with any additional portfolios which may from time to time be established by the Fund, herein referred to as the "Portfolios"), which are the Growth Portfolio, the Income Portfolio and the Money Market Portfolio, each of which pursues its investment objectives through separate investment policies; and WHEREAS, the Distributor is a broker-dealer registered with the Securities and Exchange Commission; and WHEREAS, the Distributor is also the principal underwriter and distributor of variable life insurance policies issued by Metropolitan Tower and funded by the Separate Account; and WHEREAS, the Fund and the Distributor wish to enter into an agreement with each other with respect to the continuous offer-ing to the Purchasers of shares of the common stock, par value $.01 per share, of the Fund's Portfolios (the "shares"), in order to promote the growth of the Fund and facilitate the distribution of its shares. NOW, THEREFORE, the parties agree as follows: 2 Section 1. Appointment of the Distributor. ------------------------------ The Fund hereby appoints the Distributor as the principal underwriter and distributor of the Fund to sell its shares to the Purchasers, and the Distributor hereby accepts such appointment. The Fund during the term of this Agreement shall sell its shares to the Purchasers pursuant to orders obtained by the Distributor, at net asset value as set forth in the Prospectus, and upon the terms and conditions set forth below. Section 2. Exclusive Nature of Duties. -------------------------- The Distributor shall be the exclusive representative of the Fund to act as principal underwriter and distributor. Section 3. Sale and Redemption of Shares of the Fund. ----------------------------------------- (a) Orders for the purchase and redemption of the Fund's shares (and payment for shares, in the case of a purchase) shall be transmitted directly from the Purchasers to the Fund or its agent. (b) The Fund shall have the right to suspend the redemption of shares of any of its Portfolios pursuant to the conditions set forth in the Prospectus. The Fund shall also have the right to suspend the sale of shares of any or all of its Portfolios at any 3 time when it is authorized to suspend redemption of such shares. (c) The Fund will give the Distributor prompt notice of any such suspension and shall promptly furnish such other information in connection with the sale and redemption of Fund shares as the Distributor reasonably requests. (d) The Fund (or its agent) will make appropriate book entries upon receipt by the Fund (or its agent) of orders and payments for shares or requests for redemption thereof, and will issue and redeem shares and confirm such transactions in accordance with applicable laws and regulations. Section 4. Duties of the Fund. ------------------ a) The Fund shall furnish to the Distributor copies of all information, financial statements and other papers which the Distributor may reasonably request for use in connection with the distributor of shares of the Fund. The Fund shall also make available to the Distributor such number of copies of its Prospectus as the Distributor shall reasonably request. (b) The Fund shall take, from time to time, but subject to the necessary approval of its shareholders, all necessary action to fix the number of its authorized shares in each Portfolio and to register shares under the Securities Act, to the end that 4 there will be available for sale such number of shares in each Portfolio as may reasonably be expected to be sold and issued. (c) The Fund shall use its best efforts to qualify and maintain the qualification of an appropriate number of shares of each of its Portfolios for sale under the securities laws of such states as the Distributor and the Fund may approve, if such qualification is required by such securities laws. Any such qualification may withheld, terminated or withdrawn by the Fund at any time in its discretion. The Distributor shall furnish such information and other material relating to its affairs and activities as may be required by the Fund in connection with such qualification and with registration under the Securities Act. (d) The Fund will furnish, in reasonable quantities upon request by the Distributor, copies of annual and interim reports of the Fund. Section 5. Duties of the Distributor. ------------------------- (a) The Distributor shall devote reasonable time and effort to effect sales of shares of the Fund, but it shall not be obligated to sell any specific number of shares in any Portfolios. (b) In selling the shares of the Fund, the Distributor 5 shall use its best efforts in all respects duly to conform with the requirements of all federal and state laws and regulations and the regulations of the National Association of Securities Dealers, Inc. (the "NASD"), relating to the sale of such securities. Neither the Distributor nor any other person is authorized by the Fund to give any information or to make any representation, other than those contained in the registration statement or related Prospectus and any sales literature authorized by responsible officers of the Distributor. (c) The Distributor shall act as an independent contractor and nothing herein contained shall constitute the Distributor, its agents or representatives, or any employees thereof as employees of the Fund in connection with the sale of shares of the Fund. The Distributor is responsible for its own conduct and the employment, control and conduct of its agents and employees and for injury to such agents or employees or to others through its agents or employees. The Distributor assumes full responsibility for its agents and employees under applicable statutes and agrees to pay all employer taxes thereunder. The Distributor will maintain at is own expense insurance against public liability in such an amount as the Fund and the Distributor may from time to time agree. 6 Section 6. Payment of Expenses. ------------------- The Distributor will, from its own resources, pay (or cause to be paid) all of the following Fund expenses and costs: all distribution expenses and costs, i.e., those arising from any activity which is primarily intended to result in the sale of shares issued by the Fund, and, if any, expenses and costs attributable to the Fund which are related to the printing and mailing of prospectuses, proxy material and periodic reports to shareholders. Section 7. Indemnification. --------------- The Distributor shall indemnify and hold harmless the Fund and each of its directors and officers (or former officers and directors) and each person, if any, who controls the Fund (collectively, "Indemnitees") against any loss, liability, claim, damage, or expense (including the reasonable cost of investigating and defending against the same and any counsel fees reasonably incurred in connection therewith) incurred by any Indemnitees under the Securities Act or under common law or otherwise which arise out of or are based upon (1) any untrue or alleged untrue statement of a material fact contained in information furnished by the Distributor to the Fund for use in the Fund's registration statement, Prospectus, or annual or interim reports to shareholders, (2) any omission or alleged 7 omission to state a material fact in connection with such information furnished by the Distributor to the Fund which is required to be stated in any of such documents or necessary to make such information not misleading, (3) any misrepresentation or omission or alleged misrepresentation or omission to state a material fact on the part of the Distributor or any agent or employee of the Distributor or any other person for whose acts the Distributor is responsible, unless such misrepresentation or omission or alleged misrepresentation or omission was made in reliance on written information furnished by the Fund, or (4) the wilful misconduct or failure to exercise reasonable care and diligence on the part of any such persons with respect to services rendered under this Agreement. In case any action shall be bought against any Indemnitee, the Distributor shall not be liable under its indemnity agreement contained in this paragraph with respect to any claim made against any Indemnitee, unless the Indemnitee shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon the Indemnitee (or after the Indemnitee shall have received notice of such service on any designated agent), but failure to notify the Distributor or any such claim shall not relieve it from any liability which it may have to the person against whom such action is brought otherwise than on account of its indemnity 8 agreement contained in this paragraph. The Distributor will be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any such liability, but if the Distributor elects to assume the defense, such defense shall be conducted by counsel chosen by it and satisfactory to the Indemnitees which are defendants in the suit. In the event the Distributor elects to assume the defense of any such suit and retain such counsel, the Indemnitees which are defendants in the suit shall bear the fees and expenses of any additional counsel retained by them, but, in case the Distributor does not elect to assume the defense of any such suit the Distributor will reimburse the Indemnitees which are defendants in the suit for the reasonable fees and expenses of any counsel retained by them. The Distributor shall promptly notify the Fund of the commencement of any litigation or proceedings in connection with the issuance or sale of the shares. Section 8. Duration and Termination of This Agreement. ------------------------------------------ This Agreement shall become effective as of the date first above written and shall remain in force undil May 16, 1985 and thereafter, but only so long as such continuance is specifically approved at least annually by (i) the Board of Directors of the Fund, or by the vote of a majority of the outstanding voting 9 securities of the Fund, cast in person or by proxy, and (ii) a majority of those directors who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting upon such approval. This Agreement may be terminated at any time without the payment of any penalty, by the Board of Directors of the Fund or by vote of a majority of the outstanding voting securities of the Fund, or by the Distributor, on sixty days' written notice to the other party. This Agreement shall automatically terminate in the event of its assignment. The Terms "vote of a majority of the outstanding voting securities" and "interested person," when used in this Agreement, shall have the respective meanings specified in the Investment Company Act. Section 9. Governing Law. ------------- This Agreement shall be construed in accordance with the laws of the State of New York and the applicable provisions of the Investment Company Act. To the extent the applicable law of the State of New York, or any of the provisions herein, conflict with the applicable provisions of the Investment Company Act, the latter shall control. 10 IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the day and year first above written in New York, New York. ATTEST: METROPOLITAN SERIES FUND INC. /s/ Carl Barrera BY -------------------- -------------------------------- SECRETARY PRESIDENT ATTEST: METROPOLITAN LIFE INSURANCE COMPANY /s/ Charles B. Lynch BY /s/ Richard M. Blackwell --------------------- -------------------------------- SECRETARY VICE-PRESIDENT 11 EX-6.(B) 16 ADDENDUM TO DISTRIBUTION AGREEMENT EXHIBIT 6(b) ADDENDUM TO THE DISTRIBUTION AGREEMENT BY AND BETWEEN METROPOLITAN LIFE INSURANCE COMPANY AND METROPOLITAN SERIES FUND, INC. The following modifications and additions shall be made to the above captioned agreement effective May 1, 1986. 1. Section 3, Sale and Redemption of Shares of the Fund ---------------------------------------------------- This section shall be amended to add the following paragraphs: (e) No commission shall be charged or paid to any person or entity in connection with the sale of the shares of the Fund to any Purchaser. (f) Any of the outstanding shares of the Fund may be tendered for redemption at any time, and the Fund agrees to redeem any such shares to tendered in accordance with the applicable provisions of the Prospectus and the Fund's Articles of Incorporation. The redemption price shall be the net asset value per share next determined after the initial receipt of proper notice of redemption. IN WITNESS WHEREOF, the parties have caused this Addendum to be executed by their duly authorized representatives. METROPOLITAN SERIES FUND, INC. METROPOLITAN LIFE INSURANCE COMPANY By ___________________________ By ___________________________ Title ________________________ Title ________________________ EX-6.(C) 17 SECOND ADDENDUM TO DISTRIBUTION AGREEMENT EXHIBIT 6(C) SECOND ADDENDUM TO THE DISTRIBUTION AGREEMENT BY AND BETWEEN METROPOLITAN LIFE INSURANCE COMPANY AND METROPOLITAN SERIES FUND, INC. The following modifications and additions shall be made to the above captioned agreement effective May 16, 1993. 1. Section 6. Payment of Expenses ------------------------------ This section shall be amended to read as follows: The Distributor will, from its own resources, pay (or cause to be paid) all of the following Fund expenses and costs: all distribution expenses and costs, i.e., those arising from any activity which is primarily intended to result in the sale of shares issued by the Fund. IN WITNESS WHEREOF, the parties have caused this Second Addendum to be executed by their duly authorized representatives. METROPOLITAN SERIES FUND, INC. METROPOLITAN LIFE INSURANCE COMPANY BY /s/ Albert Rosenthal BY /s/ Gregory Doby --------------------------- --------------------------- TITLE Vice President and TITLE Vice President ------------------------ ------------------------ Chief Operating Officer EX-8.(A) 18 CUSTODIAN AGREEMENT EXHIBIT 8(a) CUSTODIAN CONTRACT between METROPOLITAN SERIES FUND, INC. and STATE STREET BANK AND TRUST COMPANY Clf 10/85 TABLE OF CONTENTS ----------------- 1. Employment of Custodian and Property to be Held by It........................................................... 1 2. Duties of the Custodian with Respect to Property of the Fund Held by the Custodian.................................... 2 2.1 Holding Securities............................................ 2 2.2 Delivery of Securities........................................ 4 2.3 Registration of Securities.................................... 7 2.4 Bank Accounts................................................. 8 2.5 Payments for Shares........................................... 9 2.6 Investment and Availability of Federal Funds.................. 9 2.7 Collection of Income.......................................... 9 2.8 Payment of Fund Moneys........................................ 10 2.9 Liability for Payment in Advance of Receipt of Securities Purchased....................................... 13 2.10 Payments for Repurchase or Redemptions of Shares of a Portfolio......................................... 13 2.11 Appointment of Agents......................................... 14 2.12 Deposit of Fund Assets in Securities System................... 14 2.13 Ownership Certificates for Tax Purposes....................... 18 2.14 Proxies....................................................... 18 2.15 Communications Relating to Securities Held by a Portfolio................................................ 18 2.16 Proper Instructions........................................... 19 2.17 Actions Permitted Without Express Authority................... 20 2.18 Evidence of Authority......................................... 20 3. Duties of Custodian with Respect to the Books of Account and Calculation of Net Asset Value and Net Income........................................................... 21 4. Records.............................................................. 22 5. Opinion of Fund's Independent Certified Public Accountants........... 23 6. Reports to Fund by Independent Certified Public Accountants.......... 23 7. Compensation of Custodian............................................ 24 8. Responsibility of Custodian.......................................... 24 9. Effective Period, Termination and Amendment.......................... 25 10. Successor Custodian.................................................. 27 11. Additional Portfolios................................................ 28 12. Assignment........................................................... 28 13. Interpretive and Additional Provisions............................... 29 14. Prior Contracts...................................................... 29 15. Massachusetts Law to Apply........................................... 29 AMENDED AND RESTATED CUSTODIAN CONTRACT --------------------------------------- This Contract between Metropolitan Series Fund, Inc., hereinafter called the "Fund", a corporation organized and existing under the laws of Maryland having its principal place of business at One Madison Avenue, New York, New York 10010 and issuing three or more classes of common stock with the assets attributable to each such class constituting a separate investment portfolio, hereinafter called a "Portfolio", and State Street Bank and Trust Company, a Massachusetts trust company, having its principal place of business at 225 Franklin Street, Boston, Massachusetts 02110, hereinafter called the "Custodian". WITNESSETH: That in consideration of the mutual covenants and agreements hereinafter contained, the parties hereto agree as follows: 1. Employment of Custodian and Property to be Held by It. ----------------------------------------------------- The Fund hereby employs the Custodian as the custodian of its assets. The Fund agrees to deliver to the Custodian all securities and cash owned by it, all payments of income, payments of principal or capital distributions received by it with respect to all securities owned by the Fund from time to time, and the cash consideration received by it for such new or treasury shares of each class of common stock, $0.01 par value, ("Shares") of the Fund as may be issued or sold from time to time and to specify the Portfolio to which such securities, cash, payments, distributions and cash consideration are allocable. The Custodian shall segregate, keep, and maintain the assets of each Portfolio separate and apart from the assets of any other Portfolio or person. The Custodian shall not be responsible for any property of the Fund held or received by the Fund and not delivered to the Custodian. Upon receipt of "Proper Instructions" (within the meaning of Section 2.16), the Custodian may from time to time employ one or more banks or trust companies which are themselves qualified under the Investment Company Act of 1940, as amended, to act as custodians, as a sub-custodian, but only in accordance with a resolution of the Board of Directors of the Fund. 2. Duties of the Custodian with Respect to Property of the Fund Held ----------------------------------------------------------------- by the Custodian. - ---------------- 2.1 Holding Securities. ------------------ 1) The Custodian shall hold and physically segregate for the account of each Portfolio all non-cash property, including all securities owned by the Fund and allocable to such Portfolio, other than securities which are maintained pursuant to Section 2.12 in a clearing agency which acts as a securities depository or in a book-entry system authorized by the U.S. Department of the Treasury, collectively referred to herein as "Securities System". 2) The Custodian shall be strictly liable for all losses to the property of the Fund held by the Custodian due to fire, burglary, robbery, theft and mysterious disappearance, whether such a loss -2- occurred while the property was in the possession of the Custodian or any nominee of the Custodian at the time of loss. 3) The Custodian shall be liable for losses resulting from any cause or causes other than those specified in Section 2.1(2) above unless the Custodian can establish that the loss was not due to any dishonesty, negligence, or misconduct by its officers, employees or agents (including any nominee of the Custodian). 4) In the event of loss, damage or injury to securities held on deposit for the Fund with the Custodian or its nominee, the Custodian shall promptly cause such securities to be replaced by other securities of like kind and quality, together with all rights and privileges pertaining thereto, or if acceptable to the Fund, remit cash equal to the fair market value of the securities, fair market value determined as of the date such securities suffered the loss, damage or injury. 5) Notwithstanding the provisions of Sections 2.(1) (2)(3) and (4) above, the Custodian shall not be liable for any loss, damage or injury resulting from nuclear contamination other than by industrial use of nuclear energy, expropriation by government order, war, insurrection or revolution. -3- 2.2 Delivery of Securities. The Custodian shall release and deliver securities ---------------------- of a Portfolio held by the Custodian or in a Securities System account of the Custodian only upon receipt of Proper Instructions, which may be continuing instructions when deemed appropriate by the parties, and only in the following cases: 1) Upon sale of such securities for the account of such Portfolio and receipt of payment therefor; 2) Upon the receipt of payment in connection with any repurchase agreement related to such securities entered into by the Fund on behalf of such Portfolio; 3) In the case of a sale effected on behalf of such Portfolio through a Securities System, in accordance with the provisions of Section 2.12 hereof; 4) To the depository agent in connection with tender or other similar offers for portfolio securities of such Portfolio; 5) To the issuer thereof or its agent when such securities are called, redeemed, retired or otherwise become payable; provided that, in any such case, the cash or other consideration is to be delivered to the Custodian; -4- 6) To the issuer thereof, or its agents, for transfer into the name of the Fund or into the name of any nominee or nominees of the Custodian or into the name or nominee name of any agent appointed pursuant to Section 2.11 or into the name or nominee name of any sub-custodian appointed pursuant to Article 1; or for exchange for a different number of bonds, certificates or evidence representing the same aggregate face amount or number of units; provided that, in any such case, the new securities are to be delivered to the Custodian; 7) To the broker selling the securities for such Portfolio for examination in accordance with the "street delivery" custom; 8) For exchange or conversion pursuant to any plan of merger, consolidation, recapitalization, reorganization or readjustment of the securities of the issuer of such securities, or pursuant to provisions for conversion contained in such securities, or pursuant to any deposit agreement; provided that, in any such case, the new securities and cash, if any, are to be delivered to the Custodian; -5- 9) In the case of warrants, rights or similar securities, the surrender thereof in the exercise of such warrants, rights or similar securities or the surrender of interim receipts or temporary securities for definitive securities; provided that, in any such case, the new securities and cash, if any, are to be delivered to the Custodian; 10) For delivery in connection with any loans of securities made by such Portfolio, but only against receipt of adequate collateral as agreed upon from time to time by the Custodian and the Fund, which may be in the form of cash or obligations issued by the United States government, its agencies or instrumentalities; 11) For delivery as security in connection with any borrowings by such Portfolio requiring a pledge of assets by the Portfolio, but only against receipt of amounts borrowed; 12) Upon receipt of instructions from the transfer agent ("Transfer Agent") for the Fund, for delivery to such Transfer Agent or to the holders of Shares of such Portfolio in connection with distributions in kind, as may be described from time to time in the Fund's currently effective prospectus, in -6- satisfaction of requests by holders of Shares of such Portfolio for repurchase or redemption; and 13) For any other proper corporate purpose, but only upon receipt of, in addition to Proper Instructions, a certified copy of a resolution of the Board of Directors or the Executive Committee of the Fund signed by an officer of the Fund and certified by its Secretary or an Assistant Secretary, specifying the securities to be delivered, setting forth the purpose for which such delivery is to be made, declaring such purpose to be a proper corporate purpose, and naming the person or persons to whom delivery of such securities shall be made. 2.3 Registration of Securities. Securities held by the Custodian (other than -------------------------- bearer securities) shall be registered in the name of the Fund or in the name of any nominee of the Fund or of any nominee of the Custodian which nominee shall be assigned exclusively to the Fund, unless the Fund has authorized in writing the appointment of a nominee to be used in common with other registered investment companies having the same investment adviser as the Fund, or in the name or nominee name of any agent appointed pursuant to Section 2.11 or in the name or nominee name of any sub- custodian -7- appointed pursuant to Article 1. All securities accepted by the Custodian on behalf of the Fund under the terms of this Contract shall be in "street name" or other good delivery form. 2.4 Bank Accounts. The Custodian shall open and maintain separate bank accounts ------------- for each Portfolio in the name of the Fund, subject only to draft or order by the Custodian acting pursuant to the terms of this Contract, and shall hold in the account or accounts for each Portfolio, subject to the provisions hereof, all cash received by it for the account of such Portfolio, other than cash maintained by such Portfolio in a bank account established and used in accordance with Rule 17f-3 under the Investment Company Act of 1940. Funds held by the Custodian for a Portfolio may be deposited by it to its credit as Custodian in the Banking Department of the Custodian or in such other banks or trust companies as it may in its discretion deem necessary or desirable; provided, however, that every such bank or trust company shall be qualified to act as a custodian under the Investment Company Act of 1940 and that each such bank or trust company and the funds to be deposited with each such bank or trust company shall be approved by the Board of Directors of the Fund. Such funds shall be deposited by the Custodian in its capacity as Custodian and shall be withdrawable by the Custodian only in that capacity. -8- 2.5 Payments for Shares. The Custodian shall receive from the Transfer Agent of ------------------- the Fund or any purchaser of Fund shares, and deposit into a Portfolio's account such payments as are received for Shares of such Portfolio issued or sold from time to time by the Fund. The Custodian will provide timely notification to the Fund and the Transfer Agent of any receipt by it of payments for Shares of each Portfolio. 2.6 Investment and Availability of Federal Funds. Upon mutual agreement between -------------------------------------------- the Fund and the Custodian, the Custodian shall, upon the receipt of Proper Instructions, (i) invest such instruments as may be set forth in such instructions on the same day as received all federal funds received after a time agreed upon between the Custodian and the Fund; and (ii) make federal funds available to the Portfolio to which such funds belong as of specified times agreed upon from time to time by the Fund and the Custodian in the amount of checks received in payment for Shares of a Portfolio which are deposited into such Portfolio's account. 2.7 Collection of Income. The Custodian shall collect on a timely basis all -------------------- income and other payments with respect to registered securities held hereunder or held in a Securities System to which each Portfolio shall be entitled either by law or pursuant to custom in the securities business, and shall collect on a timely basis all income and other payments with respect to bearer -9- securities if, on the date of payment by the issuer, such securities are held by the Custodian or agent thereof and shall credit such income, as collected, to the proper Portfolio custodian account. Without limiting the generality of the foregoing, the Custodian shall detach and present for payment all coupons and other income items requiring presentation as and when they become due and shall collect interest when due on securities held hereunder. Income due the Fund on securities loaned pursuant to the provisions of Section 2.2 (10) shall be the responsibility of the Fund. The Custodian will have no duty or responsibility in connection therewith, other than to provide the Fund with such information or data as may be necessary to assist the Fund in arranging for the timely delivery to the Custodian of the income to which the Fund is properly entitled. 2.8 Payment of Portfolio Moneys. Upon receipt of Proper Instructions, which may --------------------------- be continuing instructions when deemed appropriate by the parties, the Custodian shall pay out moneys of a Portfolio in the following cases only: 1) Upon the purchase of securities for the account of such Portfolio but only (a) against the delivery of such securities to the Custodian (or any bank, banking firm or trust company doing business in the United -10- States or abroad which is qualified under the Investment Company Act of 1940, as amended, to act as a custodian and has been designated by the Custodian as its agent for this purpose) registered in the name of a nominee of the Fund or in the name of a nominee of the Custodian referred to in Section 2.3 hereof or in proper form for transfer; (b) in the case of a purchase effected through a Securities System, in accordance with the conditions set forth in Section 2.12 or (c) in the case of repurchase agreements entered into between the Fund on behalf of a Portfolio and the Custodian, or another bank, (i) against delivery of the securities either in certificate form or through an entry crediting the Custodian's account at the Federal Reserve Bank with such securities or (ii) against delivery of the receipt evidencing purchase on behalf of such Portfolio of securities owned by the Custodian along with written evidence of the agreement by the Custodian to repurchase such securities from such Portfolio; 2) In connection with conversion, exchange or surrender of securities owned by such -11- Portfolio as set forth in Section 2.2 hereof; 3) For the redemption or repurchase of Shares issued by such Portfolio as set forth in Section 2.10 hereof; 4) For the payment of any expense or liability incurred by such Portfolio, including but not limited to the following payments for the account of such Portfolio: interest, taxes, management, accounting, transfer agent and legal fees, and other operating expenses allocable to such Portfolio whether or not such expenses are to be in whole or part capitalized or treated as deferred expenses; 5) For the payment of any dividends declared in respect of such Portfolio pursuant to the governing documents of the Fund; 6) For any other proper purpose, but only upon receipt of, in addition to Proper Instructions, a certified copy of a resolution of the Board of Directors or the Executive Committee of the Fund signed by an officer of the Fund and certified by its Secretary or an Assistant Secretary, specifying the amount of such payment, setting forth the purpose for which such payment is to be made, declaring such -12- purpose to be a proper purpose, and naming the person or persons to whom such payment is to be made. 2.9 Liability for Payment in Advance of Receipt of Securities Purchased. In any ------------------------------------------------------------------- and every case where payment for a purchase of securities for the account of a Portfolio is made by the Custodian in advance of receipt of the securities purchased in the absence of specific written instructions from the Fund to so pay in advance, the Custodian shall be absolutely liable to the Fund for such securities to the same extent as if the securities had been received by the Custodian, except that in the case of repurchase agreements entered into by the Fund with a bank which is a member of the Federal Reserve System, the Custodian may transfer funds to the account of such bank prior to the receipt of written evidence that the securities subject to such repurchase agreement have been transferred by book-entry into a segregated non-proprietary account of the Custodian maintained with the Federal Reserve Bank of Boston or of the safekeeping receipt, provided that such securities have in fact been so transferred by book-entry. 2.10 Payments for Repurchase or Redemptions of Shares of a Portfolio. From such --------------------------------------------------------------- funds as may be available for the purpose but subject to the limitations of the Articles of Incorporation and any applicable resolution of the Board of Directors of the Fund pursuant thereto, the -13- Custodian shall, upon receipt of instructions from the Transfer Agent, make funds available for payment to holders of Shares who have delivered to the Transfer Agent a request for redemption or repurchase of their Shares. In connection with the redemption or repurchase of Shares of a Portfolio, the Custodian is authorized upon receipt of instructions from the Transfer Agent to wire funds to or through a commercial bank designated by the redeeming shareholder. 2.11 Appointment of Agents. The Custodian may at any time or times in its --------------------- discretion appoint (and may at any time remove) any other bank or trust company which is itself qualified under the Investment Company Act of 1940, as amended, to act as a custodian, as its agent to carry out such of the provisions of this Article 2 as the Custodian may from time to time direct; provided, however, that the appointment of any agent shall not relieve the -------- Custodian of its responsibilities or liabilities hereunder. 2.12 Deposit of Portfolio Assets in Securities Systems. The Custodian may ------------------------------------------------- deposit and/or maintain securities belonging to a Portfolio in a clearing agency registered with the Securities and Exchange Commission under Section 17A of the Securities Exchange Act of 1934, which acts as a securities depository, or in the book-entry system authorized by the U.S. Department of the Treasury and certain federal agencies, collectively referred to -14- herein as "Securities Systems", in accordance with the applicable Federal Reserve Board and Securities and Exchange Commission rules and regulations, if any, and subject to the following provisions: 1) The Custodian may keep securities belonging to a Portfolio in a Securities System provided that such securities are represented in an account ("Account") of the Custodian in the Securities System which shall not include any assets of the Custodian other than assets held by it as a fiduciary, custodian or otherwise for customers; 2) The records of the Custodian with respect to securities of a Portfolio which are maintained in a Securities System shall identify by book- entry those securities belonging to that Portfolio; 3) Such Securities Systems may be used to hold, receive, exchange, release, deliver and otherwise deal with the eligible securities owned by the Fund, including stock dividends, rights and other items of like nature, and to receive and remit to the Custodian all income and other payments thereon and to take all steps necessary and proper in connection with the collection thereof; -15- 4) Payment for eligible securities purchased and sold may be made through the clearing medium employed by the Securities Systems for transactions of participants acting through them; 5) The Custodian shall pay for securities purchased for the account of a Portfolio upon (i) receipt of advice from the Securities System that such securities have been transferred to the Account, and (ii) the making of an entry on the records of the Custodian to reflect such payment and transfer for the account of the Portfolio. The Custodian shall transfer securities sold for the account of a Portfolio upon (i) receipt of advice from the Securities System that payment for such securities has been transferred to the Account, and (ii) the making of an entry on the records of the Custodian to reflect such transfer and payment for the account of the Portfolio. Copies of all advices from the Securities System of transfers of securities for the account of a Portfolio shall identify the Portfolio, be maintained for the Portfolio by the Custodian and be provided to the Fund at its request. The Custodian shall furnish -16- the Fund confirmation of each transfer to or from the account of a Portfolio in the form of a written advice or notice and shall furnish to the Fund copies of daily transaction sheets reflecting each day's transactions in the Securities System for the account of a Portfolio; 6) The Custodian shall provide the Fund with any report obtained by the Custodian on the Securities System's accounting system, internal accounting control and procedures for safeguarding securities deposited in the Securities System; 7) The Custodian shall have received the initial or annual certificate, as the case may be, required by Article 9 hereof; 8) Anything to the contrary in this Contract notwithstanding, the Custodian shall be liable to the Fund for any loss or damage to the Fund resulting from use of the Securities System by reason of any negligence, misfeasance or misconduct of the Custodian or any of its agents or of any of its or their employees or from failure of the Custodian or any such agent to enforce effectively such rights as it may have against the Securities System; at the -17- election of the Fund, it shall be entitled to be subrogated to the rights of the Custodian with respect to any claim against the Securities System or any other person which the Custodian may have as a consequence of any such lose or damage if and to the extent that the Fund has not been made whole for any such loss or damage. 2.13 Ownership Certificates for Tax Purposes. The Custodian shall execute --------------------------------------- ownership and other certificates and affidavits for all federal and state tax purposes in connection with receipt of income or other payments with respect to securities of the Fund held by it and in connection with transfers of securities. 2.14 Proxies. The Custodian shall, with respect to the securities held ------- hereunder, cause to be promptly executed by the registered holder of securities, if the securities are registered otherwise than in the name of the Fund or a nominee of the Fund, all proxies, without indication of the manner in which such proxies are to be voted, and shall promptly deliver to the Fund such proxies, all proxy soliciting materials and all notices relating to such securities. 2.15 Communications Relating to Securities Held by a Portfolio. The Custodian --------------------------------------------------------- shall transmit promptly to the Fund all written information (including, without limitation, pendency of calls and maturities of -18- securities and expirations of rights in connection therewith) received by the Custodian from issuers of the securities being held for the Fund. With respect to tender or exchange offers, the Custodian shall transmit promptly to the Fund all written information received by the Custodian from issuers of the securities whose tender or exchange is sought and from the party (or his agents) making the tender or exchange offer. If the Fund desires to take action with respect to any tender offer, exchange offer or any other similar transaction, the Fund shall notify the Custodian at least three business days prior to the date on which the Custodian is to take such action. 2.16 Proper Instructions. Proper Instructions as used throughout this Article 2 ------------------- means a writing signed or initialed by one or more person or persons as the Board of Directors of the Fund shall have from time to time authorized. Each such writing shall set forth the specific transaction or type of transaction involved, including a specific statement of the purpose for which such action is requested. Oral instructions will be considered Proper Instructions if the Custodian reasonably believes them to have been given by a person authorized to give such instructions with respect to the transaction involved. The Fund shall cause all oral instructions to be confirmed in writing. Upon receipt of a certificate of the Secretary or an Assistant -19- Secretary of the Fund as to the authorization by the Board of Directors of the Fund accompanied by a detailed description of procedures approved by the Board of Directors, Proper Instructions may include communications effected directly between electro-mechanical or electronic devices provided that the Board of Directors and the Custodian are satisfied that such procedures afford adequate safeguards for the Fund's assets. 2.17 Actions Permitted Without Express Authority. The Custodian may in its ------------------------------------------- discretion, without express authority from the Fund: 1) surrender securities in temporary form for securities in definitive form; 2) endorse for collection, in the name of the Fund, checks, drafts and other negotiable instruments; and 3) in general, attend to all non-discretionary details in connection with the sale, exchange, substitution, purchase, transfer and other dealings with the securities and property of each Portfolio except as otherwise directed by the Board of Directors of the Fund. 2.18 Evidence of Authority. The Custodian shall be protected in acting upon any --------------------- instructions, notice, request, consent, certificate or other instrument or paper -20- reasonably believed by it to be genuine and to have been properly executed by or on behalf of the Fund. The Custodian may receive and accept a certified copy of a resolution of the Board of Directors of the Fund as conclusive evidence (a) of the authority of any person to act in accordance with such resolution or (b) of any determination or of any action by the Board of Directors pursuant to the Article of Incorporation as described in such resolution, and such resolution may be considered as in full force and effect until receipt by the Custodian of written notice to the contrary. 3. Duties of Custodian with Respect to the Books of Account and Calculation ------------------------------------------------------------------------ of Net Asset Value and Net Income. --------------------------------- The Custodian shall cooperate with and supply necessary information to the entity or entities appointed by the Board of Directors of the Fund to keep the books of account of the Fund and/or compute the net asset value per Share of the outstanding Shares of each Portfolio or, if directed in writing to do so by the Fund, shall itself keep such books of account and/or compute such net asset value per Share. If so directed, the Custodian shall also calculate daily the net income of any Portfolio as described in the Fund's currently effective prospectus and shall advise the Fund and the Transfer Agent daily of the total amounts of such net income and, if instructed in writing by an officer of the Fund to do so, shall advise the Transfer Agent periodically of the division of such net income among its various components. The calculations of the net asset value per -21- Share and the daily net income of a Portfolio shall be made at the time or times described from time to time in the Fund's currently effective prospectus. The Custodian shall submit to all regulatory and administrative bodies having jurisdiction over the services provided pursuant to this Contract, present or future, any information, reports, or other material which any such body by reason of this Contract may request or require pursuant to applicable laws and regulations. The Custodian shall not disclose or use any records it has prepared by reason of this Contract in any manner except as expressly authorized herein or directed by the Fund and shall keep confidential any information obtained by reason of this Contract. 4. Records. ------- The Custodian shall create and maintain all records relating to its activities and obligations under this Contract in such manner as will meet the obligations of the Fund under the Investment Company Act of 1940, with particular attention to Section 31 thereof and Rules 3la-1 and 3la-2 thereunder, applicable federal and state tax laws and any other law or administrative rules or procedures which may be applicable to the Fund. All such records shall be the property of the Fund and shall at all times during the regular business hours of the Custodian be open for inspection by duly authorized officers, employees or agents of the Fund, independent certified public accountants designated by the Fund, duly authorized employees and officers of Metropolitan Tower Life Insurance Company or of Metropolitan Life Insurance Company designated by the Fund, and -22- employees and agents of the Securities and Exchange Commission. All such designations shall be by Proper Instructions. The Custodian shall, at the Fund's request, supply the Fund with a tabulation of securities owned by each Portfolio and held by the Custodian and shall, when requested to do so by the Fund and for such compensation as shall be agreed upon between the Fund and the Custodian, include certificate numbers in such tabulations and provide all information needed for completion of reports and records required with respect to the Fund under the federal securities laws and such other information as the Fund may reasonably request. 5. Opinion of Fund's Independent Certified Public Accountants. The ---------------------------------------------------------- Custodian shall take all reasonable action, as the Fund may from time to time request, to obtain from year to year unqualified opinions from the Fund's independent certified public accountants with respect to its activities hereunder in connection with the preparation of amendments to the Fund's registration statement on Form N-lA and annual reports on Form N-SAR or other appropriate form to the Securities and Exchange Commission and with respect to any other requirements of such Commission. 6. Reports to Fund by Independent Certified Public Accountants. The ----------------------------------------------------------- Custodian shall provide the Fund, at such times as the Fund may reasonably require, with reports by independent certified public accountants on their examination of the accounting system, internal accounting controls and procedures for safeguarding securities, including securities -23- deposited and/or maintained in a Securities System, relating to the services provided by the Custodian under this Contract; such reports shall be of sufficient scope and in sufficient detail as may reasonably be required by the Fund to provide reasonable assurance that any material inadequacies would be disclosed by such examination, and if there are no such inadequacies, shall so state. Such examination is to be conducted in accordance with generally accepted auditing standards. The Custodian will provide the Fund with a statement of any change in the amount of the Custodian's bonding. 7. Compensation of Custodian. ------------------------- The Custodian shall be entitled to reasonable compensation for its services and expenses as Custodian, as agreed upon from time to time between the Fund and the Custodian. The Custodian shall not charge the custodied assets or withhold delivery of any such assets, in part or full, for the Custodian's compensation or expenses, it being understood that the Fund will make timely payment of all compensation due to the Custodian. 8. Responsibility of Custodian. --------------------------- So long as and to the extent that it is in the exercise of reasonable care, the Custodian shall not be responsible for the title, validity or genuineness of any property or evidence of title thereto received by it or delivered by it pursuant to this Contract and shall be held harmless in acting upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed by the -24- proper party or parties. Except as otherwise provided in Section 2, the Custodian shall be held to the exercise of reasonable care in carrying out the provisions of this Contract, but shall be kept indemnified by and shall be without liability to the Fund for any action taken or omitted by it in good faith without negligence. The Custodian shall be entitled to rely on and may act upon advice of counsel for the Fund on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. If the Fund requires the Custodian to take any action with respect to securities, which action involves the payment of money or which action may, in the opinion of the Custodian, result in the Custodian or its nominee assigned to the Fund being liable for the payment of money or incurring liability of some other form, the Fund, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to the Custodian in an amount and form satisfactory to it. 9. Effective Period, Termination and Amendment. ------------------------------------------- This Contract shall become effective as of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto and may be terminated without penalty by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing; provided, however, that the Custodian shall not act under Section 2.12 hereof in -25- the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Directors of the Fund has approved the initial use of a particular Securities System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Directors has reviewed the use of the Fund of such Securities System, as required in each case by Rule 17f-4 under the Investment Company Act of 1940, as amended; provided further, however, that the Fund shall not amend or terminate this Contract in contravention of any applicable federal or state regulations, or any provision of the Fund's Articles of Incorporation, and further provided, that the Fund may at any time by action of its Board of Directors (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Contract in the event of the appointment of a conservator or receiver for the Custodian by the Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the Contract, the Fund shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its costs, expenses and disbursements. Also, upon termination of this Contract, the Custodian shall promptly return to the Fund, or the Fund's designee, all records relating to the Custodian's activities and obligations under the Contract required to be prepared and maintained by the Custodian under this Contract. -26- 10. Successor Custodian. ------------------- If a successor custodian shall be appointed by the Board of Directors of the Fund, the Custodian shall, upon termination, deliver to such successor custodian at the office of the Custodian all securities, duly endorsed and in the form for transfer, and all funds and other properties then held by it hereunder and shall transfer to an account of the successor custodian all of the Fund's securities held in a Securities System. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a certified copy of a resolution of the Board of Directors of the Fund, deliver at the office of the Custodian and transfer such securities, funds and other properties in accordance with such resolution. In the event that no written order designating a successor custodian or certified copy of a resolution of the Board of Directors shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "bank" as defined in the Investment Company Act of 1940, doing business in Boston, Massachusetts, of its own selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $25,000,000, all securities, funds and other properties held by the Custodian under this Contract and all instruments held by the Custodian relative thereto and to -27- transfer to an account of such bank or trust company all of the Fund's securities held in any Securities System. Thereafter, such bank or trust company shall be the successor of the Custodian under this Contract. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of the Fund to procure the certified copy of the resolution referred to or of the Board of Directors to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds, and other properties and the provisions of the Contract relating to the duties and obligations of the Custodian shall remain in full force and effect. 11. Additional Portfolios. --------------------- In the event that the Fund establishes one or more Portfolios with respect to which it desires to have the Custodian render services as custodian under the terms hereof, it shall so notify the Custodian in writing, and if the Custodian agrees in writing to provide such services, such Portfolio shall become a Portfolio hereunder. The Custodian shall not unreasonably withhold approval of such new Portfolios. 12. Assignment. ---------- Except as otherwise specifically provided in this Contract, the rights, obligations, and interests of the Fund and the Custodian under this Contract shall not be assignable in whole or in part. -28- 13. Interpretive and Additional Provisions. -------------------------------------- In connection with the operation of this Contract, the Custodian and the Fund may from time to time agree on such provisions interpretive of or in addition to the provisions of this Contract as may in their joint opinion be consistent with the general tenor of this Contract. Any such interpretive or additional provisions shall be in a writing signed by both parties and shall be annexed hereto, provided that no such interpretive or additional provisions shall contravene any applicable federal or state regulations or any provision of the Articles of Incorporation of the Fund. No interpretive or additional provisions made as provided in the preceding sentence shall be deemed to be an amendment of this Contract. 14. Prior Contracts --------------- This Contract supersedes and terminates, as of the date hereof, all prior contracts between the Fund and the Custodian relating to the custody of the Fund's assets. 15. Massachusetts Law to Apply. -------------------------- This Contract shall be construed and the provisions thereof interpreted under and in accordance with the laws of The Commonwealth of Massachusetts. -29- IN WITNESS WHEREOF, each of the parties has caused this instrument to be executed in its name and behalf by its duly authorized representative and its seal to be hereunder affixed as of 31st day of December, 1986. SEAL METROPOLITAN SERIES FUND, INC. ATTEST /s/ Christopher P. Nicholas BY: /s/ Jeffrey J. Hodgman - ---------------------------------- ------------------------------- SEAL STATE STREET BANK AND TRUST COMPANY ATTEST /s/ BY: /s/ - ---------------------------------- ------------------------------- -30- [ART] State Street(R) Metropolitan Series Fund, Inc. Money Market Portfolio Income Portfolio Growth Portfolio Discretionary Portfolio Ginnie Mae Portfolio STATE STREET BANK AND TRUST COMPANY Custodian Fee Schedule - -------------------------------------------------------------------------------- I. Administration -------------- Custody, Portfolio and Fund Accounting Service - Maintain custody of fund assets. Settle portfolio purchases and sales. Report buy and sell fails. Determine and collect portfolio income. Make cash disbursements and report cash transactions. Maintain investment ledgers, provide selected portfolio transactions, position and income reports. Maintain general ledger and capital stock accounts. Prepare daily trial balance. Calculate net asset value daily. Provide selected general ledger reports. Securities yield or market value quotations will be provided to State Street by the fund. The administration fee shown below is an annual charge, billed and payable monthly, based on average monthly net assets. ANNUAL FEES PER PORTFOLIO ------------------------- A.Custody, Port- Fund Net Assets folio & Fund Acct. --------------- ------------------ First $20 million 1/ 15 of 1% Next $80 million 1/ 30 of 1% Excess 1/100 of 1% Minimum Monthly Charges $2,500 II. Portfolio Trades - For each line item processed ----------------------------------------------- State Street Bank Repos $ 7.00 DTC or Fed Book Entry $12.00 New York Physical Settlements $25.00 All other trades $16.00 [ART] State Street(R) III. Options ------- Option charge for each option written or closing contract, per issue, per broker $25.00 Option expiration charge, per issue, per broker $15.00 Option exercised charge, per issue, per broker $15.00 IV. Lending of Securities --------------------- Deliver loaned securities versus cash $20.00 collateral Deliver loaned securities versus securities collateral $30.00 Receive/deliver additional cash collateral $ 6.00 Substitutions of securities collateral $30.00 Deliver cash collateral versus receipt of loaned securities $15.00 Deliver securities collateral versus receipt of loaned securities $25.00 Loan administration -- mark-to-market per day, per loan $ 3.00 V. Interest Rate Futures --------------------- Transactions -- no security movement $ 8.00 VI. Coupon Bonds ------------ Monitoring for calls and processing coupons -- for each coupon issue held -- monthly charge $ 5.00 VII. Holdings Care ------------- For each issue maintained -- monthly charge $ 5.00 VIII. Paydown on Government Securities -------------------------------- Per paydown $10.00 IX. Dividend Charges (For items held at the Request ---------------- of Traders over record date in street form) $50.00 [ART] State Street(R) X. Special Services ---------------- Fees for activities of a non-recurring nature such as fund consolidations or reorganizations, extraordinary security shipments and the preparation of special reports will be subject to negotiation. Fees for tax accounting/recordkeeping for options, financial futures, and other special items will be negotiated separately. XI. Out-of-Pocket Expenses ---------------------- A billing for the recovery of applicable out-of-pocket expenses will be made as of the end of each month. Out-of-pocket expenses include, but are not limited to the following: Telephone Wire Charges ($4.38 per wire in and $4.23 out) Postage and Insurance Courier Service Duplicating Legal Fees Supplies Related to Fund Records Rush Transfer -- $8.00 Each Transfer Fees Sub-custodian Charges Price Waterhouse Audit Letter Federal Reserve Fee for Return Check items over $2,500 - $4.25 GNMA Transfer - $15 each Metropolitan Series Fund, Inc. STATE STREET BANK AND TRUST CO Money Market Portfolio Income Portfolio Growth Portfolio Discretionary Portfolio Ginnie Mae Portfolio By /s/ Jeffrey J. Hodgman By /s/ John O. Florence ---------------------------------- ---------------------------------- Title President Title Vice President ------------------------------- Date December 31, 1986 Date JUL 10 1986 -------------------------------- -------------------------------- 071086/2460m [ART] State Street(R) STATE STREET BANK AND TRUST COMPANY Fee Information for Automated Pricing METROPOLITAN SERIES FUND . Discretionary Portfolio . GNMA Portfolio - -------------------------------------------------------------------------------- Monthly charges for the State Street Bank Automated Pricing System are determined by: 1. Mix of security positions. 2. The number of positions that are priced during the month. Monthly Pase Fee $375.00 Monthly Quote Charge: 5.00 . Listed Equities, OTC Equities, and Bonds $ X.00 . Government, Corporate and Convertible 10.00 Bonds via Merrill Lynch $ XX.00 For billing purposes, the monthly quote charge will be based on the average number of positions in the portfolio. METROPOLITAN SERIES FUND STATE STREET BANK AND TRUST CO. . Discretionary Portfolio . GNMA Portfolio By /s/ Jeffrey J. Hodgman By /s/ John O. Florence ---------------------------------- ---------------------------------- Title President Title Vice President ------------------------------- Date January 23, 1987 Date 1-8-87 -------------------------------- -------------------------------- 10787/3356m EX-8.(B) 19 REVISED SCHEDULE OF REMUNERATION EXHIBIT 8(b) [LOGO] STATE STREET Metropolitan Series Fund, Inc. Stock Index Portfolio STATE STREET BANK AND TRUST COMPANY Custodian Fee Schedule I. Administration -------------- Custody, Portfolio and Fund Accounting Service - Maintain custody of fund ---------------------------------------------- assets. Settle portfolio purchases and sales. Report buy and sell fails. Determine and collect portfolio income. Make cash disbursements and report cash transactions. Maintain investment ledgers, provide selected portfolio transactions, position and income reports. Maintain general ledger and capital stock accounts. Prepare daily trial balance. Calculate net asset value daily. Provide selected general ledger reports. Securities yield or market value quotations will be provided to State Street by the fund. The administration fee shown below is an annual charge, billed and payable monthly, based on average monthly net assets. ANNUAL FEES PER PORTFOLIO ------------------------- A. Custody, Port- Fund Net Assets folio & Fund Acct. --------------- ------------------ First $20 million 1/ 15 of 1% Next $80 million 1/ 30 of 1% Excess 1/100 of 1% Minimum Monthly Charges $2,500 II. Portfolio Trades - For each line item processed ------------------------------------------------ State Street Bank Repos $ 7.00 DTC or Fed Book Entry $12.00 New York Physical Settlements $25.00 All other trades $16.00 [LOGO]STATE STREET III. Options ------- Option charge for each option written or closing contract, per issue, per broker $25.00 Option expiration charge, per issue, per broker $15.00 Option exercised charge, per issue, per broker $15.00 IV. Lending of Securities --------------------- Deliver loaned securities versus cash $20.00 collateral Deliver loaned securities versus securities collateral $30.00 Receive/deliver additional cash collateral $ 6.00 Substitutions of securities collateral $30.00 Deliver cash collateral versus receipt of loaned securities $15.00 Deliver securities collateral versus receipt of loaned securities $25.00 Loan administration -- mark-to-market per day, per loan $ 3.00 V. Interest Rate Futures --------------------- Transactions -- no security movement $ 8.00 VI. Coupon Bonds ------------ Monitoring for calls and processing coupons -- for each coupon issue held -- monthly charge $ 5.00 VII. Holdings Charge --------------- For each issue maintained -- monthly charge $ 5.00 VIII. Paydown on Government Securities -------------------------------- Per paydown $10.00 IX. Dividend Charges (For items held at the Request ---------------- of Traders over record date in street form) $50.00 [LOGO] STATE STREET X. Special Services ---------------- Fees for activities of a non-recurring nature such as fund consolidations or reorganizations, extraordinary security shipments and the preparation of special reports will be subject to negotiation. Fees for tax accounting/recordkeeping for options, financial futures, and other special items will be negotiated separately. XI. Out-of-Pocket Expenses ---------------------- A billing for the recovery of applicable out-of-pocket expenses will be made as of the end of each month. Out-of-pocket expenses include, but are not limited to the following: Telephone Wire Charges ($4.38 per wire in and $4.23 out) Postage and Insurance Courier Service Duplicating Legal Fees Supplies Related to Fund Records Rush Transfer -- $8.00 Each Transfer Fees Sub-custodian Charges Price Waterhouse Audit Letter Federal Reserve Fee for Return Check items over $2,500- $4.25 GNMA Transfer - $15 each Metropolitan Series Fund, Inc. STATE STREET BANK AND TRUST CO Stock Index Portfolio By /s/ Jeffrey J. Hodgman By /s/ Janet ---------------------------- ------------------------ Title President Title Vice President ---------------------------- Date 8/3/90 Date 3/20/90 ---------------------------- -------------------------- 031990/2460m [LOGO]STATE STREET STATE STREET BANK AND TRUST COMPANY Fee Information for Automated Pricing METROPOLITAN SERIES FUND Stock Index Portfolio Monthly charges for the State Street Bank Automated Pricing System are determined by: 1. Mix of security positions. 2. The number of positions that are priced during the month. Monthly Base Fee $375.00 Monthly Quote Charge: . Listed Equities, OTC Equities, and Bonds $ 5.00 . Government, Corporate and Convertible Bonds via Merrill Lynch $ 10.00 For billing purposes, the monthly quote charge will be based on the average number of positions in the portfolio. METROPOLITAN SERIES FUND STATE STREET BANK AND TRUST CO. Stock Index Portfolio By /s/ Jefferey J. Hodgman By /s/ Janet ------------------------ ------------------------ Title President Title Vice President ------------------------ Date 8/3/90 Date 3/20/90 ------------------------ ------------------------ [LOGO] STATE STREET APPENDIX Fee Schedule and Summary Description of Services as Transfer and Dividend Disbursing Agent METROPOLITAN SERIES FUND, INC. . Money Market Portfolio . Discretionary Portfolio . GNMA Portfolio . Income Portfolio . Growth Portfolio . Aggressive Growth Portfolio . Equity Income Portfolio . Stock Index Portfolio I. Annual Maintenance Charge ------------------------- Fee is based on the maintenance of Transfer Agency records to reflect all transaction activity for the shareholders of the fund. Maintain an individual shareholder account record and provide daily confirmation of each entry; Calculate and disburse dividends as declared by the fund; Provide Form 1099 reporting at end of year declared by the fund; Provide Form 1099 reporting at end of year to Internal Revenue Service. No certificates will be issued. The annual fee under this section shall be $3,600 payable on a monthly basis at the rate of 1/12 the annual fee. II. Out-of-Pocket Expenses ---------------------- All out of pocket expenses will be charged to the fund monthly including forms, postage, telephone, wires, etc. III. Term of Contract ---------------- Rates will remain at the agreed upon level for a one year period ending April 30, 1991 except that rates may be modified by mutual agreement at any time prior to that date if the level of service is charged materially from that described in Section I of this agreement. [LOGO] STATE STREET Fees for additional services not covered in this fee schedule will be mutually agreed upon between the Fund and State Street Bank based upon the additional cost incurred in performing those services. METROPOLITAN SERIES FUND, INC. STATE STREET BANK AND TRUST COMPANY By /s/ Jefferey J. Hodgman By /s/ Janet ------------------------ ------------------------ Title President Title Vice President ------------------------ ------------------------ Date 8/3/90 Date 3/20/90 ------------------------ ------------------------ 4997m3/90 EX-8.(C) 20 AMENDMENT TO CUSTODIAN AGREEMENT EXHIBIT 8(c) AMENDMENT TO THE CUSTODIAN CONTRACT ----------------------------------- AGREEMENT made by and between State Street Bank and Trust Company (the "Custodian") and Metropolitan Series Fund, Inc. (the "Fund"). WHEREAS, the Custodian and the Fund are parties to a custodian contract dated December 31, 1986 (the "Custodian Contract") governing the terms and conditions under which the Custodian maintains custody of the securities and other assets of the Fund; and WHEREAS, the Fund is authorized to issue shares in separate series, with each such series representing interests in a separate portfolio of securities and other assets hereinafter called a "Portfolio"; and WHEREAS, the Custodian and the Fund desire to amend the Custodian Contract to provide for the maintenance of the Fund's foreign securities, and cash incidental to transactions in such securities, in the custody of certain foreign banking institutions and foreign securities depositories acting as sub-custodians in conformity with the requirements of Rule 17f-5 under the Investment Company Act of 1940; NOW THEREFORE, in consideration of the premises and covenants contained herein, the Custodian and the Fund hereby amend the Custodian Contract by the addition of the following terms and conditions; (A) Amend Section 1 entitled Employment of Custodian and Property ------------------------------------ to be Held by It. Replace the period following the last sentence in such - ---------------- section with a comma, thereafter inserting the following language to complete such sentence. "and provided that the Custodian shall have no more or less responsibility or liability to the Fund or its Portfolios on account of any act or omission of any sub-custodian so employed than any such sub-custodian has to the Custodian". (B) Amend the general text of the Custodian Contract to include the following: 1. Appointment of Foreign Sub-Custodians ------------------------------------- The Fund hereby authorizes and instructs the Custodian to employ as sub-custodians for the Portfolios' securities and other assets maintained outside the United States the foreign banking institutions and foreign securities depositories designated on Schedule A hereto ("foreign sub-custodians"). Upon receipt of "Proper Instructions", as defined in Section 2.16 of the Custodian Contract, together with a certified resolution of the Fund's Board of Directors, the Custodian and the Fund may agree to amend Schedule A hereto from time to time to designate additional foreign banking institutions and foreign securities depositories to act as sub-custodian. Upon receipt of Proper Instructions, the Fund may instruct the Custodian to cease the employment of any one or more of such sub-custodians for maintaining custody of the Fund's assets. 2. Assets to be Held ----------------- The Custodian shall limit the securities' and other assets maintained in the custody of the foreign sub-custodians to: (a) "foreign securities", as defined in paragraph (c)(1) of Rule 17f-5 under the Investment Company Act of 1940, and (b) cash and cash equivalents in such amounts as the Custodian or the Fund may determine to be reasonably necessary to effect each Portfolio's foreign securities transactions. 3. Foreign Securities Depositories ------------------------------- Except as may otherwise be agreed upon in writing by the Custodian and the Fund, assets of the Fund shall be maintained in foreign securities depositories for the account of each Portfolio only through arrangements implemented by the foreign banking institutions serving as sub-custodians pursuant to the terms hereof. Where possible, such arrangements shall include entry into agreements containing the provisions set forth in Section 5 hereof. 4. Segregation of Securities ------------------------- The Custodian shall identify on its books as belonging to each Portfolio the foreign securities of each Portfolio held by each foreign sub-custodian. Each agreement pursuant to which the Custodian employs a foreign banking institution shall require that such institution establish a custody account for the Custodian on behalf of each Portfolio of the Fund and physically segregate in that account securities and other assets of each Portfolio, and, in the event that such Institution deposits that Portfolio's securities in a foreign securities depository, that it shall identify on its books as belonging to the Custodian, as agent for the Portfolio, the securities so deposited. 5. Agreements with Foreign Banking Institutions -------------------------------------------- Each agreement with a foreign banking institution shall be substantially in the form set forth in Exhibit 1 hereto and shall provide that: (a) a Portfolio's assets will not be subject to any right, charge, security interest, lien or claim of any kind in favor of the foreign banking institution or its creditors or agents, except a claim of payment for their safe -2- custody or administration; (b) beneficial ownership of a Portfolio's assets will be freely transferable without the payment of money or value other than for custody or administration; (c) adequate records will be maintained identifying the assets as belonging to each Portfolio; (d) officers of or auditors employed by, or other representatives of the Custodian, including to the extent permitted under applicable law the independent public accountants for the Fund, will be given access to the books and records of the foreign banking institution relating to its actions under its agreement with the Custodian; and (e) assets of the Portfolio held by the foreign sub-custodian will be subject only to the instructions of the Custodian or its agents. 6. Access of Independent Accountants of the Fund --------------------------------------------- Upon request of the Fund, the Custodian will use its best efforts to arrange for the independent accountants of the Fund to be afforded access to the books and records of any foreign banking institution employed as a foreign sub- custodian insofar as such books and records relate to the performance of such foreign banking institution under its agreement with the Custodian. 7. Reports by Custodian -------------------- The Custodian will supply to the Fund from time to time, as mutually agreed upon, statements in respect of the securities and other assets of the Fund held by foreign sub-custodians, including but not limited to an identification of entities having possession of each Portfolio's securities and other assets and advices or notifications of any transfers of securities to or from each custodial account maintained by a foreign banking institution for the Custodian on behalf of the Portfolio indicating, as to securities acquired for a Portfolio, the identify of the entity having physical possession of such securities. 8. Transactions in Foreign Custody Account --------------------------------------- (a) Except as otherwise provided in paragraph (b) of this Section 8, the provisions of Sections 2.2 and 2.8 of the Custodian Contract shall apply, mutatis mutandis to the foreign securities of the Fund held ------- -------- outside the United States by foreign sub-custodians. (b) Notwithstanding any provision of the Custodian Contract to the contrary, settlement and payment for securities received for the account of a Portfolio and delivery of securities maintained for the account of a Portfolio may be effected in accordance with the customary established securities trading or securities processing practices and procedures in the jurisdiction or market in which the transaction occurs, -3- including, without limitation, delivering securities to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) against a receipt with the expectation of receiving later payment for such securities from such purchaser or dealer. (c) Securities maintained in the custody of a foreign sub-custodian may be maintained in the name of such entity's nominee to the same extent as set forth in Section 2.3 of the Custodian Contract, and the Fund agrees to hold any such nominee harmless from any liability as a holder of record of such securities. 9. Liability of Foreign Sub-Custodians ----------------------------------- Each agreement pursuant to which the Custodian employs a foreign banking institution as a foreign sub-custodian shall require the institution to exercise reasonable care in the performance of its duties and to indemnify, and hold harmless, the Custodian and each Portfolio from and against any loss, damage, cost, expense, liability or claim arising out of or in connection with the institution's performance of such obligations. At the election of the Fund on behalf of a Portfolio, it shall be entitled to be subrogated to the rights of the Custodian with respect to any claims against a foreign banking institution as a consequence of any such loss, damage, cost, expense, liability or claim if and to the extent that the Portfolio has not been made whole for any such loss, damage, cost, expense, liability or claim. 10. Liability of Custodian ---------------------- The Custodian shall be liable for the acts or omissions of a foreign banking institution to the same extent as set forth with respect to sub- custodians generally in the Custodian Contract and, regardless of whether assets are maintained in the custody of a foreign banking institution, a foreign securities depository or a branch of a U.S. bank as contemplated by paragraph 13 hereof, the Custodian shall not be liable for any loss, damage, cost, expense, liability or claim resulting from nationalization, expropriation, currency restrictions, or acts of war or terrorism or any loss where the sub-custodian has otherwise exercised reasonable care. Notwithstanding the foregoing provisions of this paragraph 10, in delegating custody duties to State Street London Ltd., the Custodian shall not be relieved of any responsibility to the Fund for any loss due to such delegation, except such loss as may result from (a) political risk (including, but not limited to exchange control restrictions, confiscation, expropriation, nationalization, insurrection, civil strife or armed hostilities) or (b) other losses (excluding a bankruptcy or insolvency of State Street London Ltd. not caused by political risk) due to Acts of God, nuclear incident or other losses under -4- circumstances where the Custodian and State Street London Ltd. have exercised reasonable care. 11. Reimbursement for Advances -------------------------- If a Portfolio requires the Custodian to advance cash or securities for any purpose including the purchase or sale of foreign exchange or of contracts for foreign exchange, or in the event that the Custodian or its nominee shall incur or be assessed any taxes, charges, expenses, assessments, claims or liabilities in connection with the performance of this Contract, except such as may arise from its or its nominee's own negligent action, negligent failure to act or willful misconduct, any property at any time held for the account of a Portfolio shall be security therefor and should the Fund fail to repay the Custodian promptly, the Custodian shall be entitled to utilize available cash and to dispose of that Portfolio's assets to the extent necessary to obtain reimbursement. The Custodian hereby expressly grants to the Fund, acting on behalf of a Portfolio, a Right of First Refusal in connection with such reimbursement, as follows: Prior to any sale by the Custodian of a Portfolio's assets pursuant to this section, the Custodian will notify the Fund of the proposed sale. Upon receipt of such notice, the Fund will have one business day in which to notify the Custodian (which notice may be given by telephone) that the Fund elects to promptly remit to the Custodian the amount of cash necessary to reimburse the Custodian for its advancement of cash and/or securities. In the event the Fund so elects, the Custodian shall suspend its proposed sale of the Fund's property for one additional business day. If at the close of business on such additional business day, the Fund has failed to remit to the Custodian the amount of cash necessary for reimbursement, this Right of First Refusal shall terminate and the Custodian shall be authorized to effect such sale, at public auction or private sale, without advertising the same and without notice to the Fund, and without prior tender demand or call upon the Fund. The Fund will remain liable for and shall pay to the Custodian the amount of any deficiency resulting from any transaction described above. 12. Monitoring Responsibilities --------------------------- The Custodian shall furnish annually to the Fund, during the month of June, information concerning the foreign sub-custodians employed by the Custodian. Such information shall be similar in kind and scope to that furnished to the Board of Directors of the Fund in connection with the initial approval of this amendment to the Custodian Contract. In addition, the Custodian will promptly inform the Fund in the event that the Custodian learns of a material adverse change in the financial condition of a foreign sub-custodian or any material loss of the assets of the Fund or in the case of any foreign sub-custodian not the subject of an exemptive order from the Securities and Exchange Commission is notified by such foreign sub-custodian that there appears to be a substantial likelihood that its shareholders' equity will decline below $200 million (U.S. dollars or the equivalent thereof) or that its shareholders' equity has declined below $200 million (in each case computed in accordance with generally accepted U.S. accounting principles). 13. Branches of U.S. Banks (a) Except as otherwise set forth in this amendment to the Custodian Contract, the provisions hereof shall not apply where the custody of a Portfolio's assets is maintained in a foreign branch of a banking institution which is a "bank" as defined by Section 2(a)(5) of the Investment Company Act of 1940 meeting the qualification set forth in Section 26(a) of said Act. The appointment of any such branch as a sub-custodian shall be governed by paragraph 1 of the Custodian Contract. (b) Cash held for a Portfolio in the United Kingdom shall be maintained in an interest bearing account established for the Portfolio with the Custodian's London Branch, which account shall be subject to the direction of the Custodian, State Street London Ltd. or both. -6- 14. Applicability of Custodian Contract ----------------------------------- Except as specifically superseded or modified herein, the terms and provisions of the Custodian Contract shall continue to apply with full force and effect. IN WITNESS WHEREOF, each of the parties has caused this instrument to be executed in its name and behalf by its duly authorized representative and its seal to be hereunder affixed as of the 3rd day of March, 1989. METROPOLITAN SERIES FUND, INC. ATTEST: /s/ Christopher P. Nicholas By: /s/ Jeffrey Hodgman - ---------------------------- ------------------------ (Title) Secretary (Title) President STATE STREET BANK AND TRUST COMPANY ATTEST: /s/ By: /s/ - ----------------------- ------------------------ Assistant Secretary Vice President -7- Schedule A ---------- The following foreign banking institutions and foreign securities depositories have been approved by the Board of Directors of the Metropolitan Series Fund, Inc. for use as sub-custodians for the Fund's securities and other assets. ANZ Banking Group Ltd. (Australia) Canada Trust Company Credit Commercial De France (France) Berliner Handels Und Frankfurter Bank (Germany) Sumitomo Trust & Banking Company Limited (Japan) Bank Mees & Hope, N.V. (Netherlands) State Street London Limited (United Kingdom) State Street Bank and Trust Company (United States) EX-8.(D) 21 AMENDMENTS TO CUSTODIAN AGREEMENT EXHIBIT 8(d) AMENDMENT --------- The Custodian Contract dated December 31, 1986 between Metropolitan Series Fund, Inc. (the "Fund") and State Street Bank and Trust Company (the "Custodian") is hereby amended as follows: I. Section 2.1 is amended to read as follows: "Holding Securities. The Custodian shall hold and physically segregate ------------------ for the account of each Portfolio all non-cash property, including all securities owned by the Fund and allocable to such Portfolio, other than (a) securities which are maintained pursuant to Section 2.12 in a clearing agency which acts as a securities depository or in a book-entry system authorized by the U.S. Department of the Treasury, collectively referred to herein as "Securities System" and (b) commercial paper of an issuer for which State Street Bank and Trust Company acts as issuing and paying agent ("Direct Paper") which is deposited and/or maintained in the Direct Paper System of the Custodian pursuant to Section 2.12.A." II. Section 2.2 is amended to read, in relevant part as follows: "Delivery of Securities. The Custodian shall release and deliver ---------------------- securities of a Portfolio owned by the Fund held by the Custodian or in a Securities System account of the Custodian or in the Custodian's Direct Paper book entry system account account ("Direct Paper System Account") only upon receipt of Proper Instructions, which may be continuing instructions when deemed appropriate by the parties, and only in the following cases: 1) . . . . . . . 15) . . . ." III. Section 2.8(l) is amended to read in relevant part as follows: "Payment of Fund Monies. Upon receipt of Proper Instructions, which may ---------------------- be continuing instructions when deemed appropriate by the parties, the Custodian shall pay out monies of the Fund in the following cases only: 1) Upon the purchase of securities, options, futures contracts or options on futures contracts for the account of such Portfolio but only (a) against the delivery of such securities or evidence of title to such options, futures contracts or options on futures contracts, to the Custodian (or any bank, banking firm or trust company doing business in the United States or abroad which is -2- qualified under the Investment Company Act of 1940, as amended, to act as a custodian and has been designated by the Custodian as its agent for this purpose) registered in the name of a nominee of the Fund or in the name of a nominee of the Custodian referred to in Section 2.3 hereof or in proper form for transfer; (b) in the case of a purchase effected through a Securities System, in accordance with the conditions set forth in Section 2.12 hereof or (c) in the case of a purchase involving the Direct Paper System, in accordance with the conditions set forth in Section 2.12A; or (d) in the case of repurchase agreements entered into between the Fund on behalf of a Portfolio and the Custodian, or another bank, or a broker-dealer which is a member of NASD, (i) against delivery of the securities either in certificate form or through an entry crediting the Custodian's account at the Federal Reserve Bank with such securities or (ii) against delivery of the receipt evidencing purchase on behalf of such Portfolio of securities owned by the Custodian along with written evidence of the agreement by the Custodian to repurchase such securities from such Portfolio;" -3- IV. Following Section 2.12, there is inserted a new Section 2.12.A to read as follows: 2.12.A "Fund Assets Held in the Custodian's Direct Paper System. The ------------------------------------------------------- Custodian may deposit and/or maintain securities owned by the Fund in the Direct Paper System of the Custodian subject to the following provisions: 1) No transaction relating to securities in the Direct Paper System will be effected in the absence of Proper Instructions; 2) The Custodian may keep securities of the Fund in the Direct Paper System only if such securities are represented in an account ("Account") of the Custodian in the Direct Paper System which shall not include any assets of the Custodian other than assets held as a fiduciary, custodian or otherwise for customers 3) The records of the Custodian with respect to securities of the Fund which are maintained in the Direct Paper System shall identify by book-entry those securities belonging to the Fund; 4) The Custodian shall pay for securities purchased for the account of the Fund upon the making of an -4- entry on the records of the Custodian to reflect such payment and transfer of securities to the account of the Fund. The Custodian shall transfer securities sold for the account of the Fund upon the making of an entry on the records of the Custodian to reflect such transfer and receipt of payment for the account of the Fund; 5) The Custodian shall furnish the Fund confirmation of each transfer to or from the account of the Fund, in the form of a written advice or notice, of Direct Paper on the next business day following such transfer and shall furnish to the Fund copies of daily transaction sheets reflecting each day's transaction in the Securities System for the account of the Fund; 6) The Custodian shall provide the Fund with any report on its system of internal accounting control as the Fund may reasonably request from time to time." V. Section 9 is hereby amended to read as follows: "Effective Period, Termination and Amendment ------------------------------------------- This Contract shall become effective as of its execution, shall continue in full force and effect until -5- terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto and may be terminated without penalty by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing; provided, however that the -------- Custodian shall not act under Section 2.12 hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Directors of the Fund has approved the initial use of a particular Securities System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Directors has reviewed the use by the Fund of such Securities System, as required in each case by Rule 17f-4 under the Investment Company Act of 1940, as amended and that the Custodian shall not act under Section 2.12.A hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Directors has approved the initial use of the Direct Paper System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Directors has reviewed the use by the Fund of the Direct Paper System; provided further, however, that the Fund shall not amend or -------- ------- terminate this Contract in contravention of any applicable federal or state regulations, or any provision of the Fund's Articles of Incorporation, and further provided, that the Fund may at any time by action of its Board of Directors (i) substitute another bank or trust company for the -6- Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Contract in the event of the appointment of a conservator or receiver for the Custodian by the upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the Contract, the Fund shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its costs, expenses and disbursements. Also, upon termination of this Contract, the Custodian shall promptly return to the Fund, or the Fund's designee, all records relating to the Custodian's activities and obligations under the Contract required to be prepared and maintained by the Custodian under this Contract." Except as otherwise expressly amended and modified herein, the provisions of,the Custodian Contract shall remain in full force and effect. -7- IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be executed in its name and on its behalf by its duly authorized representatives and Its Seal to be hereto affixed as of the 24th day of April, 1989. ATTEST: METROPOLITAN SERIES FUND, INC. /s/ Christopher P. Nicholas By: /s/ Jeffrey J. Hodgman - ---------------------------- --------------------------- Secretary President ATTEST: STATE STREET BANK AND TRUST COMPANY By: /s/ - -------------------- ---------------------------- Assistant Secretary Vice President EX-9.(A) 22 TRANSFER AGENCY AGREEMENT EXHIBIT 9(a) TRANSFER AGENCY AND SERVICE AGREEMENT between METROPOLITAN SERIES FUND and STATE STREET BANK AND TRUST COMPANY TABLE OF CONTENTS
Page ---- Article 1 Terms of Appointment; Duties of the Bank.... l Article 2 Fees and Espenses........................... 5 Article 3 Representations and Warranties of the Bank.. 5 Article 4 Representatlons and Warranties of the Fund.. 6 Article 5 Indemnification............................. 7 Article 6 Covenants of the Fund and the Bank.......... 10 Article 7 Termination of Agreement.................... ll Article 8 Additional Portfolios....................... ll Article 9 Assignment.................................. 12 Article 10 Amendment................................... 12 Article 11 Massachusetts Law to Apply.................. 12 Article 12 Merger of Agreement......................... 13
TRANSFER AGENCY AND SERVICE AGREEMENT ------------------------------------- AGREEMENT made as of the 29th day of April , 1987, by and between METROPOLITAN SERIES FUND, a Maryland corporation, having its principal office and place of business at One Madison Avenue, New York, New York 10010 (the "Fund"), and STATE STREET BANK AND TRUST COMPANY, a Massachusetts corporation having its principal office and place of business at 225 Franklin Street, Boston, Massachusetts 02110 (the "Bank"). WHEREAS, the Fund desires to appoint the Bank as its transfer agent, dividend disbursing agent and agent in connection with certain other activities, and the Bank desires to accept such appointment; WHEREAS, the Fund is authorized to issue shares in separate series, with each such series representing interests in a separate portfolio of securities and other assets; and WHEREAS, the Fund intends to offer Shares in five series, the Discretionary, Growth, GNMA, Income, and Money Market series (such series, together with all other series subsequently established by the Fund and made subject to this Agreement in accordance with Article 8, being herein referred to as the "Portfolio's"); NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows: Article 1 Terms of Appointment; Duties of the Bank ---------------------------------------- 1.01 Subject to the terms and conditions set forth in this Agreement, the Fund hereby employs and appoints the Bank to act as, and the Bank agrees to act as its transfer agent for the Fund's authorized and issued shares of its beneficial interest ("Shares") dividend disbursing agent and agent in connection with any accumulation, open-account or similar plans provided to the shareholders of the Fund ("Shareholders") and set out in the currently effective prospectus and statement of additional information ("prospectus") of the Fund, including without limitation any periodic investment plan or periodic withdrawal program. 1.02 The Bank agrees that it will perform the following services: (a) In accordance with procedures established from time to time by agreement between the Fund and the Bank, the Bank shall: (i) Receive for acceptance, orders for the purchase of Shares, and promptly deliver payment and appropriate documentation therefor to the Custodian of the Fund authorized pursuant to the Articles of Incorporation of the Fund (the "Custodian"); (ii) Pursuant to purchase orders, issue the appropriate number of Shares and hold such Shares in the appropriate Shareholder account; (iii) Receive for acceptance redemption requests and redemption directions and deliver the appropriate documentation therefor to the Custodian; -2- (iv) At the appropriate time as and when it receives monies paid to it by the Custodian with respect to any redemption, pay over or cause to be paid over in the appropriate manner such monies as instructed by the redeeming Shareholders; (v) Effect transfers of Shares by the registered owners thereof upon receipt of appropriate instructions; (vi) Prepare and transmit payments for dividends and distributions declared by the Fund; and (vii) Maintain records of account for and advise the Fund and its Shareholders as to the foregoing; and (viii) Record the issuance of shares of the Fund and maintain pursuant to SEC Rule 17Ad-10(e) a record of the total number of shares of the Fund which are authorized, based upon data provided to it by the Fund, and issued and outstanding. Bank shall also provide the Fund on a regular basis with the total number of shares which are authorized and issued and outstanding and shall have no obligation, when recording the issuance of shares, to monitor the issuance of such shares or to take cognizance of any laws relating to the issue or sale of such shares, which functions shall be the sole responsibility of the Fund. (b) In addition to and not in lieu of the services set forth in the above paragraph (a), the Bank shall (i) -3- perform all of the customary services of a transfer agent, dividend disbursing agent and, as relevant, agent in connection with accumulation, open-account or similar plans (including without limitation any periodic investment plan or periodic withdrawal program), including but not limited to: maintaining all Shareholder accounts, preparing Shareholder meeting lists, mailing proxies, receiving and tabulating proxies, mailing Shareholder reports and prospectuses to current Shareholders, withholding taxes on non-resident alien accounts, preparing and filing U.S. Treasury Department Forms 1099 and other appropriate forms required with respect to dividends and distributions by federal authorities for all Shareholders, preparing and mailing confirmation forms and statements of account to Shareholders for all purchases and redemptions of Shares and other confirmable transactions in Shareholder accounts, preparing and mailing activity statements for Shareholders, and providing Shareholder account information and (ii) provide a system which will enable the Fund to monitor the total number of Shares sold in each State. The Fund shall (i) identify to the Bank in writing those transactions and assets to be treated as exempt from blue sky reporting for each State and (ii) verify the establishment of , transactions for each State on the system prior to activation and thereafter monitor the daily activity for each State. The responsibility of the Bank for the Fund's blue sky State registration status is solely limited to the Initial establishment of transactions subject to blue sky compliance by the Fund and the reporting of such transactions to the Fund as provided above. -4- Procedures applicable to certain of these services may be established from time to time by agreement between the Fund and the Bank. Article 2 Fees and Expenses ----------------- 2.01 For performance by the Bank pursuant to this Agreement, the Fund agrees to pay the Bank an annual maintenance fee for each Shareholder account as set out in the initial fee schedule attached hereto. Such fees and out-of-pocket expenses (and advances identified under Section 2.02 below may be changed from time to time subject to mutual written agreement between the Fund and the Bank. 2.02 In addition to the fee paid under Section 2.01 above, the Fund agrees to reimburse the Bank for out-of-pocket expenses or advances incurred by the Bank for the items set out in the fee schedule attached hereto. In addition, any other expenses incurred by the Bank at the request or with the consent of the Fund, will be reimbursed by the Fund. 2.03 The Fund agrees to pay all fees and reimbursable expenses within five days following the mailing of the respective billing notice. Postage for mailing of dividends, proxies, Fund reports and other mailings to all shareholder accounts shall be advanced to the Bank by the Fund at least seven (7) days prior to the mailing date of such materials. Article 3 Representations and Warranties of the Bank ------------------------------------------ The Bank represents and warrants to the Fund that: 3.01 It is a corporation duly organized and existing and in good standing under the laws of The Commonwealth of Massachusetts. -5- 3.02 It is duly qualified to carry on its business in The Commonwealth of Massachusetts. 3.03 It is empowered under applicable laws including but not limited to the Federal Securities laws, and by its charter and by-laws to enter into and perform this Agreement. 3.04 All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. 3.05 It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement. Article 4 Representations and Warranties of the Fund ------------------------------------------ The Fund represents and warrants to the Bank that; 4.01 It is a corporation duly organized and existing and in good standing under the laws of Maryland. 4.02 It is empowered under applicable laws and by its Articles of Incorporation and By-Laws to enter into and perform this Agreement. 4.03 All corporate proceedings required by said Articles of Incorporation and By-Laws have been taken to authorize it to enter into and perform this Agreement. 4.04 It is an open-end and diversified management investment company registered under the Investment Company Act of 1940. 4.05 A registration statement under the Securities Act of 1933 is currently effective and will remain effective, and appropriate state securities law filings have been made and will continue to be made, with respect to all Shares of the Fund being offered for sale. -6- Article 5. Indemnification --------------- 5.01 The Bank shall not be responsible for, and the Fund shall indemnify and hold the Bank harmless from and against, any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to: (a) All actions of the Bank or its agent or subcontractors required to be taken pursuant to this Agreement, provided that such actions are taken in good faith and without negligence or willful misconduct. (b) The Fund's refusal or failure to comply with the terms of this Agreement, or which arise out of the Fund's lack of good faith, negligence or willful misconduct or which arise out of the breach of any representation or warranty of the Fund hereunder. (c) The reliance on or use by the Bank or its agents or subcontractors of information, records and documents which (i) are received by the Bank or its agents or subcontractors and furnished to it by or on behalf of the Fund, and (ii) have been prepared and/or maintained by the Fund or any other person or firm on behalf of the Fund. (d) The reliance on, or the carrying out by the Bank or its agents or subcontractors of any instructions or requests of the Fund. (e) The offer or sale of Shares in violation of any requirement under the federal securities laws or regulations or the securities laws or regulations of any state that such Shares -7- be registered in such state or in violation of any stop order or other determination or ruling by any federal agency or any state with respect to the offer or sale of such Shares in such state. 5.02 The Bank shall indemnify and hold the Fund harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to any action or failure or omission to act by the Bank or its agents or subcontractors as a result of the Bank's or its agent's or subcontractor's lack of good faith, negligence or willful misconduct. 5.03 At any time the Bank may apply to any officer of the Fund for instructions, and may consult with legal counsel with respect to any matter arising in connection with the services to be performed by the Bank under this Agreement, and the Bank and its agents or subcontractors shall not be liable and shall be indemnified by the Fund for any action taken or omitted by it in reliance upon such instructions or upon the opinion of such counsel. The Bank, its agents and subcontractors shall be protected and indemnified in acting upon any paper or document furnished by or on behalf of the Fund, reasonably believed to be genuine and to have been signed by the proper person or persons, or upon any instruction, information, data, records or documents provided the Bank or its agents or subcontractors by machine readable input, telex, CRT data entry or other similar means authorized by the Fund, and shall not be held to have notice of any change of authority of any person, until receipt of written notice thereof from the Fund. The Bank, its agents and -8- subcontractors shall also be protected and indemnified in recognizing stock certificates which are reasonably believed to bear the proper manual or facsimile signatures of the officers of the Fund, and the proper countersignature of any former transfer agent or registrar, or of a co-transfer agent or co-registrar. 5.04 In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes, equipment or transmission failure or damage reasonably beyond its control, or other causes reasonably beyond its control, such party shall not be liable for damages to the other for any damages resulting from such failure to perform or otherwise from such causes. Both parties shall use their best effort to minimize the likelihood and effects of such causes. 5.05 Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement or for any act or failure to act hereunder. 5.06 In order that the indemnification provisions contained in this Article 5 shall apply, upon the assertion of a claim for which either party may be required to indemnify the other, the party seeking indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim. The party who may be required to indemnify shall have the option to participate with the party seeking indemnification in the defense of such claim. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the other party's prior written consent. -9- Article 6 Covenants of the Fund and the Bank ---------------------------------- 6.01 The Fund shall promptly furnish to the Bank the following: (a) A certified copy of the resolution of the Board of Directors of the Fund authorizing the appointment of the Bank and the execution and delivery of this Agreement. (b) A copy of the Articles of Incorporation and By-Laws of the Fund and all amendments thereto. 6.02 The Bank hereby agrees to establish and maintain facilities and procedures reasonably acceptable to the Fund for safekeeping of stock certificates, check forms and facsimile signature imprinting devices, if any; and for the preparation or use, ant for keeping account of, such certificates, forms and devices. 6.03 The Bank shall keep records relating to the services to be performed hereunder, in the form and manner as it may deem advisable. To the extent required by Section 31 of the Investment Company Act of 1940, as amended, and the Rules thereunder, the Bank agrees that all such records prepared or maintained by the Bank relating to the services to be performed by the Bank hereunder are the property of the Fund and will be to preserved, maintained and made available in accordance with such Section and Rules, and will be surrendered promptly to the Fund on and in accordance with its request. 6.04 The Bank and the Fund agree that all books, records, information and data pertaining to the business of the other party which are exchanged or received pursuant to the -10- negotiation or the carrying out of this Agreement shall remain confidential, and shall not be voluntarily disclosed to any other person, except as may be required by law. 6.05 In case of any requests or demands for the inspection of the Shareholder records of the Fund, the Bank will endeavor to notify the Fund and to secure instructions from an authorized officer of the Fund as to such inspection. The Bank reserves the right, however, to exhibit the Shareholder records to any person whenever it is advised by its counsel that it may be held liable for the failure to exhibit the Shareholder records to such person. Article 7 Termination of Agreement ------------------------ 7.01 This Agreement may be terminated by either party upon one hundred twenty (120) days written notice to the other. 7.02 Should the Fund exercise its right to terminate, all out-of- pocket expenses associated with the movement of records and material will be borne by the Fund. Additionally, the Bank reserves the right to charge for any other reasonable expenses associated with such termination and/or a charge equivalent to the average of three (3) months' fees. Article 8 Additional Portfolios --------------------- 8.01 In the event that the Fund establishes one or more series of Shares in addition to Discretionary, Growth, GNMA, Income, and Money Market series with respect to which it desires to have State Street render services as transfer agent under the terms hereof, it shall so notify State Street in writing, and if State Street agrees in writing to provide such services, such series of Shares shall become a Portfolio hereunder. -11- Article 9 Assignment ---------- 9.01 Except as provided in Section 9.03 below, neither this Agreement nor any rights or obligations hereunder may be assigned by either party without the written consent of the other party. 9.02 This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns. 9.03 The Bank may, without further consent on the part of the Fund, subcontract for the performance hereof with (i) Boston Financial Data Services, Inc., a Massachusetts corporation ("BFDS") which is duly registered as a transfer agent pursuant to Section 17A(c)(1) of the Securities Exchange Act of 1934 ("Section 17A(c)(1)"), or (ii) a BFDS subsidiary duly registered as a transfer agent pursuant to Section 17A(c)(1); provided, however, that the Bank shall be as fully responsible to the Fund for the acts and omissions of any subcontractor as it is for its own acts and omissions. Article 10 Amendment --------- 10.01 This Agreement may be amended or modified by a written agreement executed by both parties and authorized or approved by a resolution of the Board of Directors of the Fund. Article 11 Massachusetts Law to Apply -------------------------- 11.01 This Agreement shall be construed and the provisions thereof interpreted under, and in accordance with the laws of The Commonwealth of Massachusetts. -12- Article 12 Merger of Agreement ------------------- 12.01 This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof whether oral or written. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in their names and on their behalf under their seals by and through their duly authorized officers, as of the day and year first above written. METROPOLITAN SERIES FUND BY: /s/ Jeffrey J. Hodgman ____________________________ ATTEST: /s/ Christopher P. Nicholas _______________________________ Secretary STATE STREET BANK AND TRUST COMPANY By: /s/ _____________________________ Vice President ATTEST: /s/ _______________________________ Assistant Secretary -13- EX-9.(B) 23 AGREEMENT RELATING TO NAME AND SERVICE MARKS EXHIBIT 9(b) AGREEMENT --------- AGREEMENT effective as of the ___ day of ___________, 1983, by and between Metropolitan Life Insurance Company (hereinafter called "Metropolitan"), a mutual life insurance company organized and existing under the laws of the State of New York, with its principal place of business at One Madison Avenue, New York, New York, and Metropolitan Series Fund, Inc. (hereinafter called "Subsidiary"), a corporation organized at the instance of Metropolitan and existing under the laws of the State of Maryland. RECITALS Subsidiary is wholly-owned by a wholly-owned subsidiary of Metropolitan. Since 1868, Metropolitan has conducted its business under its corporate name "Metropolitan Life Insurance Company" and the names "Metropolitan Life" and "Metropolitan", all hereinafter sometimes collectively referred to as the "Trade Names". The Trade Names and abbreviations thereof have come to and do indentify Metropolitan in the mind of the public and Metropolitan's rights in and to the Trade Names have been recognized in judicial decisions. Metropolitan has adopted and is presently using in connection with its advertising, promotional and other material, service marks (hereinafter called the "Marks", copies of which indentified as Exhibits A and B are annexed hereto and made a part hereof). Subsidiary acknowledges that the Trade Names and the Marks when used either separately or in conjunction, represent to Metropolitan good will of incalculable value and that Metropolitan possesses exclusive rights to the Trade Names and the Marks as used in its business operations. Subsidiary desires permission (i) to use the word "Metropolitan" as part of its corporate name in the following manner: "Metropolitan Series Fund, Inc.", (ii) to identify itself as a subsidiary of Metropolitan, and (iii) to use the Marks either alone or in conjunction with one or more of the Trade Names in connection with the conduct of the Subsidiary's business and affairs. In view of the relationship between Metropolitan and the Subsidiary, and Metropolitan's ultimate ability to protect its Trade Names and the Marks and the good will associated therewith, Metropolitan is willing to grant such permission to the Subsidiary on the conditions set out herein. In consideration of the mutual promises set forth in this Agreement, and other good and valuable consideration, the parties have agreed as follows: 1. Metropolitan hereby grants to Subsidiary on a royalty-free, non- exclusive and non-transferable basis, permission, subject to the terms and conditions hereinafter set forth, (i) to use the word "Metropolitan" as part of Subsidiary's corporate name in the style "Metropolitan Series Fund, Inc.", (ii) to identify itself as a subsidiary of Metropolitan, and (iii) to use the Marks either alone or in conjunction with one or more of the Trade Names (and abbreviations and derivatives thereof), all in connection with the conduct of Subsidiary's lawful business and affairs. In the event that Metropolitan develops any new or additional trade names, trademarks, service marks, slogans or symbols not identified herein, it may at its option, extend permission, in writing, to Subsidiary to use the same on a non-exclusive, non-transferable and royalty-free basis, pursuant to the same terms and conditions as are contained in this Agreement. 2. Subsidiary agrees that, at all times any of the permission granted to it hereunder is in effect, it shall conduct is business in a lawful and ethical manner so as to avoid any disparagement of Metropolitan's name or damage to Metropolitan's reputation and good will. 3. Subsidiary agrees that it shall not use and shall not permit or suffer others in its control to use any identification with Metropolitan, the Trade Names or the Marks, in contravention of any general or specific rules, regulations, standards, guidelines and directions governing such use which Subsidiary agrees Metropolitan may establish and amend from time to time in its absolute discretion. Without limitation of the foregoing, such rules and regulations may require Subsidiary to identify itself as a subsidiary of Metropolitan. 4. Metropolitan shall have, at all times and from time to time, the absolute right to terminate, in whole or in part, the permission granted by this Agreement. Metropolitan shall give reasonable advance notice (which under no circumstances need be more than six months) of any such termination, provided Metropolitan shall not be required to give any advance notice whatsoever if (i) it believes in good faith that Subsidiary has breached this Agreement, (ii) if in the opinion of Metropolitan's General Counsel (or any -2- attorney designated by him), the continued use by Subsidiary of a corporate name containing the word "Metropolitan", any identification with Metropolitan or the use of the Trade Names, Marks or the use of the Marks and Trade Names together might subject Metropolitan to any substantial disadvantage, or (iii) if there is a change in the relationship between the parties. 5. Subsidiary agrees to cooperate fully with Metropolitan to protect Metropolitan's rights in and to the Trade Names and the Marks, and further agrees to do any and all things reasonably requested by Metropolitan in connection therewith. Metropolitan agrees to cooperate fully with Subsidiary to assure that Subsidiary will have and fully enjoy the rights granted to it under this Agreement, in accordance with and subject to its terms. Without limitation of the foregoing, Metropolitan and Subsidiary agree to assist each other in the event of any litigation brought by or against third parties relating to the Trade Names or the Marks, and to share legal expenses in an appropriate manner. 6. Notice of termination of the whole or any portion of the permission granted hereunder shall be in writing and sent or delivered to Subsidiary at is principal place of business. Termination of such permission shall be effective as of the date designated by Metropolitan in the notice, or if no date is designated, six months from its receipt by Subsidiary. If the permission granted hereunder is withdrawn, in whole or in part, Subsidiary shall cease using the Marks, and/or the identification with Metropolitan, as appropriate, in connection with the conduct of Subsidiary's business and affairs, as of the effective date of termination and immediately upon receipt of notice of termination shall take all necessary and appropriate steps to comply therewith. Without limiting the generality of the foregoing, upon receipt of notice that permission to use the word "Metropolitan" in Subsidiary's corporate name is being or has been withdrawn, Subsidiary shall take immediate steps to effect a change in its name as of the effective date of such notice; however, in communications with regulatory authorities, existing shareholders and employees, Subsidiary shall be allowed to identify itself in a non-prominent manner as "formerly known as Metropolitan Series Fund, Inc." for a period of not more than 1 year, and therefore only if and to the minimal extent required by law. 7. The failure of Metropolitan at any time to enforce any provision of this Agreement or to exercise any right provided herein shall in no way be construed to be a waiver of any such provision or right nor in any way to -3- affect the validity of this agreement or any part thereof or metropolitan's right to thereafter enforce each and every provision and to exercise each and every right. 8. In the event Subsidiary develops any distinctive trade names, trademarks, service marks, slogans or symbols, subsidiary agrees that Metropolitan and any subsidiary or affiliate of Metropolitan now in existence or hereafter created may use the same, on a royalty-free, non-exclusive and nontransferable basis, subject to the same terms and conditions pursuant to which Subsidiary had been granted permission to use Metropolitan's Trade Names and Marks under this Agreement. 9. If there should be a dispute between the parties arising out of or relating to this Agreement, such dispute may, at the option of either party, be determined in accordance with the New York Simplified Procedure for Court Determination of Disputes (Section 3031 et seq. of the New York Civil Practice -- --- Law and Rules) in the Supreme Court of the State of New York, County of New York, and each party consents to the jurisdiction of such Court for such purpose. Nothing herein shall affect Metropolitan's absolute rights under this Agreement to terminate the permissions granted under this Agreement. 10. This Agreement shall be interpreted in accordance with New York law and sets forth the full understanding of the parties with respect ot the subject matter hereof and may not be modified or terminated (other than by its terms) except in writing by authorized officers of each party. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be excuted by their respective proper officers, thereunto duly authorized. Metropolitan Life Insurance Company By ------------------------------- Attest: - -------------------------------- Metropolitan Series Fund, Inc. By ------------------------------ Attest: - ---------------------------------- -4- EX-10.(A) 24 OPINION AND CONSENT OF COUNSEL EXHIBIT 10(a) [LETTER HEAD OF METROPOLITAN APPEARS HERE] May 31, 1983 Metropolitan Series Fund, Inc. One Madison Avenue New York, New York 10010 Gentlemen: We have acted as Maryland counsel for Metropolitan Series Fund, Inc., a Maryland corporation (the "Company"), in connection with the authorization and issuance of shares of its Money Market Portfolio common stock, Growth Portfolio common stock and Income Portfolio common stock (the "Common Stock"). We have examined the Company's charter, its by-laws, the Prospectus for the Common Stock included in its Registration Statement on Form N-1, substantially in the form in which it is to become effective (the "Prospectus"), and have examined and relied upon such corporate records of the Company and other documents and certificates as to factual matters as we have deemed necessary to render the opinion expressed herein. We have assumed, without independent verification, the genuineness of the signatures on and the authenticity of all documents furnished to us by the Company. Based on such examination, we are of the opinion that: 1. The Company is duly organized and validly existing as a corporation in good standing under the laws of the State of Maryland. 2. The 3,000,000 shares of presently issued and out-standing Common stock of the Company have been validly and legally issued and are fully paid and non-assessable shares under the laws of the State of Maryland. 3. The balance of the shares of Common Stock of the Company to be offered for sale pursuant to the Prospectus are authorized and unissued shares, and when such shares have been duly sold, issued and paid for as contemplated in the Prospectus, such shares will have been validly and legally issued and will be fully paid and non-assessable shares of Common Stock of the Metropolitan Series Fund, Inc. May 31, 1983 Page TWO Company under the laws of the State of Maryland. This letter expresses our opinion as to the Maryland General Corporation Law governing matters such as due incorporation and the authorization and issuance of stock, but does not extend to the securities or "Blue Sky" laws of Maryland or to federal securities or other laws. We consent to the filing of this opinion with the Securities and Exchange Commission as an Exhibit to the Registration Statement and to the use of our name under the caption "Legal Matters" in the Prospectus included therein. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulations of the Securities and Exchange Commission thereunder. Very truly yours, /s/ Venable, Baetjer and Howard EX-10.(B) 25 OPINION AND CONSENT OF COUNSEL EXHIBIT 10(b) [Letterhead FREEDMAN, LEVY, KROLL & SIMONDS] June 11, 1986 Metropolitan Series Fund, Inc. One Madison Avenue New York, New York 10010 Gentlemen: This opinion is given in connection with the filing by Metropolitan Series Fund, Inc., a Maryland corporation, (the "Fund") of a Post-Effective Amendment to its Registration Statement on Form N-1A (File Nos. 2-80751 and 811-3618; the "Registration Statement") with the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933 (the "1933 Act") and the Investment Company Act of 1940 (the "1940 Act"), adding an indefinite amount of its one billion authorized shares of capital stock, par value $.01 per share, relating to two new, separate series (i.e. the Discretionary Portfolio common stock and the GNMA Portfolio common stock), each currently consisting of 1C0 million shares. The Fund's 100 million authorized shares of capital stock related to each of these two series of common stock are hereinafter referred to as the "Shares." We have examined the Fund's Articles of Incorporation, as amended, and Articles Supplementary; its By-Laws; its Board of Directors resolutions, dated May 12, 1986, and July 19, 1984, authorizing the creation of the GNMA Portfolio and the Discretionary Portfolio, respectively, and the issuance of the Shares; the Notification of Registration on Form N-8A filed with the SEC under the 1940 Act on December 6, 1982; the Registration Statement as originally filed with the SEC under the 1933 Act and 1940 ACt on the same date; Pre-Effective Amendment No. 1 to the Registration Statement under the 1933 Act and Amendment No. 1 to the Registration Statement under the 1940 Act, as filed with the SEC on June 6, 1983; Pre-Effective Amendment No. 2 to the Registration Statement under the 1933 Act and Amendment No. 2 to the Registration Statement under the 1940 Act, as filed with the SEC on June 23, 1983 and as declared effective under the 1933 Act on June 24, 1983; Post-Effective Amendment No. 1 to the Registration Statement under the 1933 Act and Amendment No. 3 to the Registration Statement under the 1940 Act, as filed with the SEC on March 15, 1984; Post-Effective Amendment No. 2 to the Registration Statement under the 1933 Act and Amendment No. 4 to the Registration Statement under the 1940 Act, as filed with the SEC on March 1, 1985; Post-Effective Amendment No. 3 to - 2 - the Registration Statement under the 1933 Act and Amendment No. 5 to the Registration Statement under the 1940 Act, as filed with the SEC on April 17, 1985; Post-Effective Amendment No. 4 to the Registration Statement under the 1933 Act and Amendment No. 6 to the Registration Statement under the 1940 Act, as filed with the SEC on April 26, 1995; Post-Effective Amendment No. 5 to the Registration Statement under the 1933 Act and Amendment No. 7 to the Registration Statement under the 1940 Act, as filed with the SEC on April 24, 1986; the form of Post-Effective amendment No. 6 to the Registration Statement under the 1933 Act and Amendment No. 8 to the Registration Statement under the 1940 Act substantially in the form in which the former is to become effective; a Certificate of Good Standing issued by the State of Maryland on June 6, 1986; and such other corporate records, certificates, documents and statutes that we have deemed relevant in order to render the opinion expressed herein. Based on such examination, we are of the opinion that: 1. The Fund is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland. 2. The Shares to be offered for sale by the Fund, when issued in the manner contemplated by the Registration Statement, will be legally issued, fully-paid and non-assessable. We consent to the use of this opinion as Exhibit 10(b) to the Registration Statement Very truly yours, /s/ Freedman, Levy, Kroll & Simonds FREEDMAN, LEVY, KROLL & SIMONDS /mmd EX-10.(C) 26 OPINION AND CONSENT OF COUNSEL Exhibit 10(c) [ LETTERHEAD OF FREEDMAN, LEVY, KROLL & SIMONDS ] February 25, 1988 Metropolitan Series Fund, Inc. One Madison Avenue New York, New York 10010 Gentlemen: This opinion is given in connection with the filing by Metropolitan Series Fund, Inc., a Maryland corporation, (the "Fund") of a Post-Effective Amendment to its Registration Statement on Form N-1A (File Nos. 2-80751 and 811- 3618; the "Registration Statement") with the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933 (the "1933 Act") and the Investment Company Act of 1940 (the "1940 Act"), adding an indefinite amount of its one billion authorized shares of capital stock, par value $.01 per share, relating to two new, separate series (i.e. the Aggressive Growth Portfolio common stock and the Equity Income Portfolio common stock), each currently consisting of 100 million shares. The Fund's 100 million authorized shares of capital stock related to each of these two series of common stock are hereinafter referred to as the "Shares". We have examined the Fund's Articles of Incorporation, as amended, and Articles Supplementary dated October 22, 1984, May 16, 1986, October 19, 1987 and February 2, 1988; its By-Laws, as amended January 27, 1988; its Board of Directors resolutions, dated August 18, 1987 and January 27, 1988, authorizing the creation of the Aqgressive Growth Portfolio and the Equity Income Portfolio and the issuance of the Shares; the Notification of Registration on Form N-8A filed with the SEC under the 1940 Act on December 6, 1982; the Registration Statement as originally filed with the SEC under the 1933 Act and 1940 Act on the same date and the various amendments thereto filed with the SEC; the form of Post-Effective Amendment No. 8 to the Registration Statement under the 1933 Act and Amendment No. 10 to the Registration Statement under the 1940 Act, substantially in the form in which the former is to become effective; a Certificate of Good Standing issued by the State of Maryland on February 24, 1988; and such other corporate records, certificates, documents and statutes that we have deemed relevant in order to render the opinion expressed herein. FREEDMAN, LEVY, KROLL & SIMONDS -2- Based on such examination, we are of the opinion that: 1. The Fund is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland. 2. The Shares to be offered for sale by the Fund, when issued in the manner contemplated by the Registration Statement, will be legally issued, fully- paid and non-assessable. We consent to the use of this opinion as Exhibit 10(c) to the Registration Statement. Very truly yours, /s/ Freedman, Levy, Kroll & Simonds Freedman, Levy, Kroll & Simonds EX-10.(D) 27 OPINION AND CONSENT OF COUNSEL Exhibit 10.(d) [LOGO] STATE STREET METROPOLITAN SERIES FUND, INC. STOCK INDEX PORTFOLIO STATE STREET BANK AND TRUST COMPARY Custodian Fee Schedule - -------------------------------------------------------------------------------- I. Administration -------------- Custody, Portfolio and Fund Accounting Service - Maintain custody of ---------------------------------------------- fund assets. Settle portfolio purchases and sales. Report buy and sell fails. Determine and collect portfolio income. Make cash disbursements and report cash transactions. Maintain investment ledgers, provide selected portfolio transactions, position and income reports. Maintain general ledger and capital stock accounts. Prepare daily trial balance. Calculate net asset value daily. Provide selected general ledger reports. Securities yield or market value quotations will be provided to State Street by the fund. The administration fee shown below is an annual charge, billed and payable monthly, based on average monthly net assets. ANNUAL FEES PER PORTFOLIO ------------------------- A. Custody, Port- Fund Net Assets folio & Fund Acct. --------------- ------------------ First $20 million 1/ 15 of 1% Next $80 million 1/ 30 of 1% Excess 1/100 of 1% Minimum Monthly Charges $2,500 II. Portfolio Trades - For each line item processed ----------------------------------------------- State Street Bank Repos $ 7.00 DTC or Fed Book Entry $12.00 New York Physical Settlements $25.00 All other trades $16.00 [LOGO] STATE STREET III. Options ------- Option charge for each option written or closing contract, per issue, per broker $25.00 Option expiration charge, per issue, per broker $15.00 Option exercised charge, per issue, per broker $15.00 IV. Lending of Securities --------------------- Deliver loaned securities versus cash $20.00 collateral Deliver loaned securities versus securities collateral $30.00 Receive/deliver additional cash collateral $ 6.00 Substitutions of securities collateral $30.00 Deliver cash collateral versus receipt of loaned securities $15.00 Deliver securities collateral versus receipt of loaned securities $25.00 Loan administration -- mark-to-market per day, per loan $ 3.00 V. Interest Rate Futures --------------------- Transactions -- no security movement $ 8.00 VI. Coupon Bonds ------------ Monitoring for calls and processing coupons -- for each coupon issue held -- monthly charge $ 5.00 VII. Holdings Charge --------------- For each issue maintained -- monthly charge $ 5.00 VIII. Paydown on Government Securities -------------------------------- Per paydown $10.00 IX. Dividend Charges (For items held at the Request ---------------- of Traders over record date in street form) $50.00 EX-10.(E) 28 OPINION AND CONSENT OF COUNSEL EXHIBIT 10(e) [Letterhead of FREEDMAN, LEVY, KROLL & SIMONDS] February 25 1991 Metropolitan Series Fund, Inc. One Madison Avenue New York, New York 10010 Gentlemen: This opinion is given in connection with the filing by Metropolitan Series Fund, Inc., a Maryland corporation (the "Fund"), of a Post-Effective Amendment to its Registration Statement on Form N-1A (File Nos. 2-80751 and 811-3618; the "Registration Statement") with the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933 (the "1933 Act") and the Investment Company Act of 1940 (the "1940 Act"), relating to an indefinite amount of its one billion authorized shares of capital stock, par value $.01 per share, which includes 100 million authorized shares of the International Stock Portfolio, a separate series of the Fund's capital stock. The Fund's 100 million authorized shares of capital stock relating to the International Stock Portfolio are hereinafter referred to as the "Shares." We have examined the Fund's Articles of Incorporation, as amended, and Articles Supplementary dated October 22, 1984, May 16, 1986, October 6, 1987, January 27, 1988, January 25, 1990 and August 3, 1990; its By-Laws, as amended January 27, 1988; its Board of Directors' resolutions, dated August 18, 1987, authorizing the creation of the Global Portfolio and the issuance of the shares of the Global Portfolio; its Board of Directors' resolutions, dated August 2, 1990, authorizing the reclassification of Global Portfolio as International Stock Portfolio; the Notification of Registration on Form N-8A filed with the SEC under the 1940 Act on December 6, 1982; the Registration Statement as originally filed with the SEC under the 1933 Act and the 1940 Act on the same date and the various amendments thereto filed with the SEC; the form of Post- Effective Amendment No. 11 to the Registration Statement under the 1933 Act and Amendment No. 13 to the Registration Statement under the 1940 Act, substantially in the form in which the former is to become effective; a Certificate of Good Standing issued by the State of Maryland on February 11, 1991; and such other corporate records, certificates, documents and statutes that we have deemed relevant in order to render the opinion expressed herein. 2 Based on such examination, we are of the opinion that: 1. The Fund is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland. 2. The Shares to be offered for sale by the Fund, when issued in the manner contemplated by the Registration Statement, will be legally issued, fully-paid and nonassessable. We consent to the use of this opinion as Exhibit 10(e) to the Registration Statement. Very truly yours, /s/ Freedman Levy, Kroll & Simonds Freedman Levy, Kroll & Simonds EX-11.(A) 29 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS EXHIBIT 11(a) INDEPENDENT AUDITORS' CONSENT Metropolitan Series Fund, Inc. We consent to the use in this Post-Effective Amendment No. 17 to Registration Statement No. 2-80751 of our report dated February 23, 1996 and to the reference to us under the heading "General Information--Experts" appearing in the Statement of Additional Information, which is a part of such Registration Statement, and to the reference to us under the heading "Financial Highlights" appearing in the Prospectus, which is also a part of such Registration Statement. Deloitte & Touche LLP Denver, Colorado April 26, 1996 EX-11.(B) 30 CONSENT OF FREEDMAN, LEVY, KROLL AND SIMONDS Exhibit 11(b) [LETTERHEAD OF FREEDMAN, LEVY, KROLL & SIMONDS] February 25, 1991 Metropolitan Series Fund, Inc. One Madison Avenue New York, New York 10010 Gentlemen: This opinion is given in connection with the filing by Metropolitan Series Fund, Inc., a Maryland corporation (the "Fund"), of a Post-Effective Amendment to its Registration Statement on Form N-1A (File Nos. 2-80751 and 811-3618; the "Registration Statement") with the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933 (the "1933 Act") and the Investment Company Act of 1940 (the "1940 Act"), relating to an indefinite amount of its one billion authorized shares of capital stock, par value $.01 per share, which includes 100 million authorized shares of the International Stock Portfolio, a separate series of the Fund's capital stock. The Fund's 100 million authorized shares of capital stock relating to the International Stock Portfolio are hereinafter referred to as the "Shares." We have examined the Fund's Articles of Incorporation, as amended, and Articles Supplementary dated October 22, 1984, May 16, 1986, October 6, 1987, January 27, 1988, January 25, 1990 and August 3, 1990; its By-Laws, as amended January 27, 1988; its Board of Directors' resolutions, dated August 18, 1987, authorizing the creation of the Global Portfolio and the issuance of the shares of the Global Portfolio; its Board of Directors' resolutions, dated August 2, 1990, authorizing the reclassification of Global Portfolio as International Stock Portfolio; the Notification of Registration on Form N-8A filed with the SEC under the 1940 Act on December 6, 1982; the Registration Statement as originally filed with the SEC under the 1933 Act and the 1940 Act on the same date and the various amendments thereto filed with the SEC; the form of Post- Effective Amendment No. 11 to the Registration Statement under the 1933 Act and Amendment No. 13 to the Registration Statement under the 1940 Act, substantially in the form in which the former is to become effective; a Certificate of Good Standing issued by the State of Maryland on February 11, 1991; and such other corporate records, certificates, documents and statutes that we have deemed relevant in order to render the opinion expressed herein. 2 FREEDMAN, LEVY, KROLL & SIMONDS Based on such examination, we are of the opinion that: 1. The Fund is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland. 2. The Shares to be offered for sale by the Fund, when issued in the manner contemplated by the Registration Statement, will be legally issued, fully-paid and non-assessable. We consent to the use of this opinion as Exhibit 10(e) to the Registration Statement. Very truly yours, /s/ Freedman Levy, Kroll & Simonds Freedman, Levy, Kroll & Simonds EX-13.(A) 31 STOCK PURCHASE AGREEMENT EXHIBIT 13(A) Stock Purchase Agreement Agreement between Metropolitan Life Insurance Company (hereinafter "Metropolitan"), a mutual life insurance company existing under and by virtue of the laws of the State of New York and Metropolitan Series Fund, Inc. (hereinafter "the Fund"), a corporation organized and existing under and by virtue of the laws of the State of Maryland. In consideration of the mutual promises set forth herein, the parties agree as follows: 1. The Fund agrees to sell to Metropolitan and Metropolitan agrees to purchase for the aggregate amount of $30,000,000, 3,000,000 shares of Common Stock, $.Ol Par Value, constituting one percent of the total number of shares authorized for the three existing classes of the Common Stock of the -Fund (hereinafter "the Stock") as follows: 1,000,000 Shares of Stock of the Growth Portfolio 1,000,000 Shares of Stock of the Income Portfolio 1,000,000 Shares of Stock of the Money Market Portfolio 2. Metropolitan acknowledges that the Stock has not been registered under any state or federal securities laws and that, therefore, the Fund is relying on certain exemptions therein from such registration requirements, including exemptions dependent on the intent of the undersigned in acquiring the Stock. Metropolitan also understands that any resale of the Stock, or any part thereof, may be subject to restrictions under state and federal securities laws, and that Metropolitan may be required to bear the economic risk of an investmeEt7i:n the Stock for an indefinite period of time. 3. Metropolitan represents and warrants that it is acquiring the Stock solely for its own account and solely for investment purposes and not with a view to the resale or disposition of all or any part thereof, and that it has no present plan or intention to sell or otherwise dispose of the Stock or any part thereof; and 4. Metropolitan agrees that it will not sell or dispose of the Stock or any part thereof unless registration statements with respect to such Stock are then in effect under the Securities Act of 1933 and under any app licable state securities laws or unless the undersigned shall have delivered to the Fund an opinion of counsel acceptable to the Fund, in form and substance acceptable to the Fund, that no such registration is necessary. 5. Metropolitan further agrees to withdraw any request to redeem any of the Stock to the extent the Fund informs the under-signed that the effect of such redemption could be to reduce the Fund's net worth below $100,000. IN WITNESS THEREOF, the parties hereto have executed this Agreement by their duly authorized representatives this 16th day of May, 1983. Metropolitan Life Insurance Company Metropolitan Series Fund, Inc. By [SIGNATURE NOT LEGIBLE] By [SIGNATURE NOT LEGIBLE] --------------------------------- ------------------------------ Title VP & Insurance Council Title Secretary ------------------------------ --------------------------- - 2 - EX-13.(B) 32 SUPPLEMENTARY STOCK PURCHASE AGREEMENT EXHIBIT 13(B) Supplementary Stock Purchase Agreement -------------------------------------- Agreement between Metropolitan Life Insurance Company (hereinafter "Metropolitan"), a mutual life insurance company existing under and by virtue of the laws of the State of New York and Metropolitan Series Fund, Inc. (hereinafter "the Fund"), a corporation organized and existing under and by virtue of the laws of the State of Maryland. In consideration of the mutual promises set forth herein, the parties agree as follows: 1. The Fund agrees to sell to Metropolitan and Metropolitan agrees to purchase for the aggregate amount of $7,000,000, 700,000 shares of Common Stock, $.0l Par Value, of the Fund (hereinafter "the Stock") as follows: 700,000 Shares of Stock of the Discretionary Portfolio 2. Metropolitan acknowledges that the Stock has not been registered under any state or federal securities laws and that, therefore, the Fund is relying on certain exemptions therein from such registration requirements, including exemptions dependent on the intent of the undersigned in acquiring the Stock. Metropolitan also understands that any resale of the Stock, or any part thereof, may be subject to restrictions under state and federal securities laws, and that Metropolitan may be required to bear the economic risk of an investment in the Stock for an indefinite period of time. 3. Metropolitan represents and warrants that it is acquiring the Stock solely for its own account and solely for investment purposes and not with a view to the resale or disposition of all or any part thereof, and that it has no present plan or intention to sell or otherwise dispose of the Stock or any part thereof; and 4. Metropolitan agrees that it will not sell or dispose of the Stock or any part thereof unless registration statements with respect to such Stock are then in effect under the Securities Act of 1933 and under any applicable state securities laws or unless the undersigned shall have delivered to the Fund an opinion of counsel acceptable to the Fund, in form and substance acceptable to the Fund, that no such registration is necessary. IN WITNESS THEREOF, the parties hereto have executed this Agreement by their duly authorized representatives this 25 day of July, 1986. Metropolitan Life Insurance Metropolitan Series Fund, Company Inc. By /s/ Harry P. Kamen By /s/ Jeffrey J. Hodgman ------------------------------ --------------------------- Title Senior Vice-President and Deputy General Counsel Title President ------------------------- --------------------------- EX-13.(C) 33 SECOND SUPPLEMENTARY STOCK PURCHASE AGREEMENT EXHIBIT 13(C) Second Supplementary Stock Purchase Agreement --------------------------------------------- Agreement between Metropolitan Life Insurance Company (hereinafter "Metropolitan"), a mutual life insurance company existing under and by virtue of the laws of the State of New York and Metropolitan Series Fund, Inc. (hereinafter the "Fund"), a corporation organized and existing under and by virtue of the laws of the State of Maryland. In consideration of the mutual promises set forth herein, the parties agree as follows: 1. The Fund agrees to sell to Metropolitan and Metropolitan agrees to purchase for the aggregate amount of $9,000,000, 900,000 shares of Common Stock, $.0l Par Value, of the Fund (hereinafter the "Stock") as follows: 900,000 Shares of Stock of the GNMA Portfolio 2. Metropolitan acknowledges that the Stock has not been registered under any state or federal securities laws and that, therefore, the Fund is relying on certain exemptions therein from such registration requirements, including exemptions dependent on the intent of the undersigned in acquiring the Stock. Metropolitan also understands that any resale of the Stock, or any part thereof, may be subject to restrictions under state and federal securities laws, and that Metropolitan may be required to bear the economic risk of an investment in the Stock for an indefinite period of time. 3. Metropolitan represents and warrants that it is acquiring the Stock solely for its own account and solely for investment purposes and not with a view to the resale or disposition of all or any part thereof, and that it has no present plan or intention to sell or otherwise dispose of the Stock or any part thereof; and 4. Metropolitan agrees that it will not sell or dispose of the Stock or any part thereof unless registration statements with respect to such Stock are then in effect under the Securities Act of 1933 and under any applicable state securities laws or unless the undersigned shall have delivered to the Fund an opinion of counsel acceptable to the Fund, in form and substance acceptable to the Fund, that no such registration is necessary. - 2 - IN WITNESS THEREOF, the parties hereto have executed this Agreement by their duly authorized representatives this 25 day of July, 1986. Metropolitan Life Insurance Metropolitan Series Fund, Company Inc. By /s/ Harry P. Kamen By /s/ Jeffrey J. Hodgman ----------------------------- ----------------------------- Title Senior Vice-President and Deputy General Counsel Title President -------------------------- -------------------------- - 3 - EX-13.(D) 34 THIRD SUPPLEMENTARY STOCK PURCHASE AGREEMENT Exhibit 13(d) Third Supplementary Stock Purchase Agreement -------------------------------------------- Agreement between Metropolitan Life Insurance Company (hereinafter "Metropolitan"), a mutual life insurance company existing under and by virtue of the laws of the State of New York and Metropolitan Series Fund, Inc. (hereinafter the "Fund"), a corporation organized and existing under and by virtue of the laws of the State of Maryland. In consideration of the mutual promises set forth herein, the parties agree as follows: 1. The Fund agrees to sell to Metropolitan and Metropolitan agrees to purchase for the aggregate amount of $8,000,000, 800,000 shares of Common Stock, $.01 Per Value, of the Common Stock of the Fund (hereinafter the "Stock") as follows: 300,000 Shares of Stock of the Aggressive Growth Portfolio 500,000 Shares of Stock of the Equity Income Portfolio 2. Metropolitan acknowledges that the Stock has not been registered under any state or federal securities laws and that, therefore, the Fund is relying on certain exemptions therein from such registration requirements, including exemptions dependent on the intent of the undersigned in acquiring the Stock. Metropolitan also understands that any resale of the Stock, or any part thereof, may be subject to restrictions under state and federal securities laws, and that Metropolitan may be required to bear the economic risk of an investment-in the Stock for an indefinite period of time; 3. Metropolitan represents and warrants that it is acquiring the Stock solely for its own account and solely for investment purposes and not with a view to the resale or disposition of all or any part thereof, and that it has no present plan or intention to sell or otherwise dispose of the Stock or any part thereof; and 4. Metropolitan agrees that it will not sell or dispose of the Stock or any part thereof unless registration statements with respect to such Stock are then in effect under the Securities Act of 1933 and under any applicable state securities laws or unless the undersigned shall have delivered to the Fund an opinion of counsel acceptable to the Fund, in form and substance acceptable to the Fund, that no such registration is necessary. IN WITNESS THEREOF, the parties hereto have executed this Agreement by their duly authorized representatives this 29th day of April, 1988. Metropolitan Life Insurance Metropolitan Series Fund, Company Inc. By /s/ Harry P. Kamen By /s/ Jeffrey J. Hodgman ------------------------- ------------------------ Title Senior V.P and General Counsel Title President ------------------------------- --------------------- EX-13.(E) 35 FOURTH SUPPLEMENTARY STOCK PURCHASE AGREEMENT Exhibit 13(e) Fourth Supplementary Stock Purchase Agreement --------------------------------------------- Agreement between Metropolitan Life Insurance Company (hereinafter "Metropolitan"), a mutual life insurance company existing under and by virtue of the laws of the State of New York and Metropolitan Series Fund, Inc. (hereinafter the "Fund"), a corporation organized and existing under and by virtue of the laws of the State of Maryland. In consideration of the mutual promises set forth herein, the parties agree as follows: 1. The Fund agrees to sell to Metropolitan and Metropolitan agrees to purchase for the aggregate amount of $5,000,000, 500,000 shares of Common Stock, $.0l Par Value, of the Fund (hereinafter the "Stock") as follows: 500,000 Shares of Stock of the Stock Index Portfolio 2. Metropolitan acknowledges that the Stock has not been registered under any state or federal securities laws and that, therefore, the Fund is relying on certain exemptions therein from such registration requirements, including exemptions dependent on the intent of the undersigned in acquiring the Stock. Metropolitan also understands that any resale of the Stock, or any part thereof, may be subject to restrictions under state and federal securities laws, and that Metropolitan may be required to bear the economic risk of an investment in the Stock for an indefinite period of time. 3. Metropolitan represents and warrants that it is acquiring the Stock solely for its own account and solely for investment purposes and not with a view to the resale or disposition of all or any part thereof, and that it has no present plan or intention to sell or otherwise dispose of the Stock or any part thereof; and 4. Metropolitan agrees that it will not sell or dispose of the Stock or any part thereof unless registration statements with respect to such Stock are then in effect under the Securities Act of 1933 and under any applicable state securities laws or unless the undersigned shall have delivered to the Fund an opinion of counsel acceptable to the Fund, in form and substance acceptable to the Fund, that no such registration is necessary. IN WITNESS THEREOF, the parties hereto have executed this Agreement by their duly authorized representatives this 25th day of April, 1990. ---- Metropolitan Life Insurance Metropolitan Series Fund, Company Inc. By /s/ John Morrison By /s/ Jeffrey J. Hodgman ------------------------- ------------------------- Title Senior Vice President Title President --------------------- ----------------------- EX-13.(F) 36 FIFTH SUPPLEMENTARY STOCK PURCHASE AGREEMENT Exhibit 13f REVISED FIFTH SUPPLEMENTARY STOCK PURCHASE AGREEMENT ---------------------------------------------------- Agreement between Metropolitan Life Insurance Company (hereinafter "Metropolitan"), a mutual life insurance company existing under and by virtue of the laws of the State of New York and Metropolitan Series Fund, Inc. (hereinafter the "Fund"), a corporation organized and existing under and by virtue of the laws of the State of Maryland. In consideration of the mutual promises set forth herein, the parties agree as follows: 1. The Fund agrees to sell to Metropolitan and Metropolitan agrees to purchase for the aggregate amount of $10,000,000, 1,000,000 shares of Common Stock, $.01 Par Value, of the Fund (hereinafter the "Stock") as follows: 1,000,000 Shares of Stock of the International Stock Portfolio 2. Metropolitan acknowledges that the Stock has not been registered under any state or federal securities laws and that, therefore, the Fund is relying on certain exemptions therein from such registration requirements, including exemptions dependent on the intent of the undersigned in acquiring the Stock. Metropolitan also understands that any resale of the Stock, or any part thereof, may be subject to restrictions under state and federal securities laws, and that Metropolitan may be required to bear the economic risk of an investment in the Stock for an indefinite period of time. 3. Metropolitan represents and warrants that it is acquiring the Stock solely for its own account and solely for investment purposes and not with a view to the resale or disposition of all or any part thereof, and that it has no present plan or intention to sell or otherwise dispose of the Stock or any part thereof; and 4. Metropolitan agrees that it will not sell or dispose of the Stock or any part thereof unless registration statements with respect to such Stock are then in effect under the Securities Act of 1933 and under any applicable state securities laws or unless the undersigned shall have delivered to the Fund an opinion of counsel acceptable to the Fund, in form and substance acceptable to the Fund, that no such registration is necessary. IN WITNESS THEREOF, the parties hereto have executed this Agreement by their duly authorized representatives this 30th day of April, 1991. Metropolitan Life Insurance Metropolitan Series Fund, Company Inc. By /s/ John Morrison By /s/ Jeffrey J. Hodgman --------------------------- -------------------------- Title Senior Vice-President Title President ------------------------ ------------------------ EX-16.(A) 37 POWER OF ATTORNEY POWER OF ATTORNEY Director -------- KNOW ALL MEN BY THESE PRESENTS, that I, a director of Metropolitan Series Fund, Inc., do hereby appoint J. Austin Lyons, Jr., Richard M. Blackwell, and Donald B. Maier, and each of them severally, my true and lawful attorney-in- fact, for me and in my name, place and stead to execute and file any instrument or document to be filed as part of or in connection with or in any way related to the Registration Statements and any and all amendments thereto, filed by the Corporation under the Securities Act of 1933, as amended, and/or the Investment Company Act of 1940, as amended, and to have full power and authority to do or cause to be done in my name, place and stead each and every act and thing necessary or appropriate in order to effectuate the same, as fully to all intents and purposes as I might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, or any of them, may do or cause to be done by virtue hereof. Each of said attorneys-in-fact shall have power to act hereunder with or without the others. IN WITNESS WHEREOF, I have hereunto set my hand this 22nd day of June, 1983. /s/ Willcox B. Adsit ---------------------- Willcox B. Adsit POWER OF ATTORNEY Director -------- KNOW ALL MEN BY THESE PRESENTS, that I, a director of Metropolitan Series Fund, Inc., do hereby appoint J. Austin Lyons, Jr., Richard M. Blackwell, and Donald B. Maier, and each of them severally, my true and lawful attorney-in- fact, for me and in my name, place and stead to execute and file any instrument or document to be filed as part of or in connection with or in any way related to the Registration Statements and any and all amendments thereto, filed by the Corporation under the Securities Act of 1933, as amended, and/or the Investment Company Act of 1940, as amended, and to have full power and authority to do or cause to be done in my name, place and stead each and every act and thing necessary or appropriate in order to effectuate the same, as fully to all intents and purposes as I might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, or any of them, may do or cause to be done by virtue hereof. Each of said attorneys-in-fact shall have power to act hereunder with or without the others. IN WITNESS WHEREOF, I have hereunto set my hand this 22nd day of June, 1983. /s/ Charles Moeller, Jr. ---------------------- Charles Moeller, Jr. POWER OF ATTORNEY Officer ------- KNOW ALL MEN BY THESE PRESENTS, that I, Edward E. Colton, Controller of Metropolitan Series Fund, Inc., do hereby appoint J. Austin Lyons, Jr., Richard M. Blackwell, and Donald B. Maier, and each of them severally, my true and lawful attorney-in-fact, for me and in my name, place and stead to execute and file any instrument or document to be filed as part of or in connection with or in any way related to the Registration Statements and any and all amendments thereto, filed by the Corporation under the Securities Act of 1933, as amended, and/or the Investment Company Act of 1940, as amended, and to have full power and authority to do or cause to be done in my name, place and stead each and every act and thing necessary or appropriate in order to effectuate the same, as fully to all intents and purposes as I might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, or any of them, may do or cause to be done by virtue hereof. Each of said attorneys-in-fact shall have power to act hereunder with or without the others. IN WITNESS WHEREOF, I have hereunto set my hand this 22nd day of June, 1983. /s/ Edward H. Colton ---------------------- Edward H. Colton POWER OF ATTORNEY Director of Metropolitan Series Fund, Inc. ----------------------------------------- KNOW ALL MEN BY THESE PRESENTS, that I, a director of Metropolitan Series Fund, Inc. (the "Corporation"), do hereby appoint Jeffrey J. Hodgman, Christopher P. Nicholas and Patricia S. Worthington and each of them severally, my true and lawful attorney-in-fact, for me and in my name, place and stead to execute and file any instrument or document to be filed as part of or in connection with or in any way related to the Registration Statements and any and all amendments thereto, filed by the Corporation under the Securities Act of 1933, as amended, and/or the Investment Company Act of 1940, as amended, and to have full power and authority to do or cause to be done in my name, place and stead each and every act and thing necessary or appropriate in order to effectuate the same, as fully to all intents and purposes as I might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, or any of them, may do or cause to be done by virtue hereof. Each of said attorneys-in-fact shall have power to act hereunder with or without the others. IN WITNESS WHEREOF, I have hereunto set my hand this 28th day of October, 1993. /s/ Robert A. Lawrence ---------------------- Robert A. Lawrence POWER OF ATTORNEY Metropolitan Series Fund, Inc. ------------------------------ KNOW ALL MEN BY THESE PRESENTS, that I, a director of Metropolitan Series Fund, Inc. (the "Corporation"), do hereby appoint Jeffrey J. Hodgman, Christopher P. Nicholas and Patricia S. Worthington and each of them severally, my true and lawful attorney-in-fact, for me and in my name, place and stead to execute and file any instrument or document to be filed as part of or in connection with or in any way related to the Registration Statements and any and all amendments thereto, filed by the Corporation under the Securities Act of 1933, as amended, and/or the Investment Company Act of 1940, as amended, and to have full power and authority to do or cause to be done in my name, place and stead each and every act and thing necessary or appropriate in order to effectuate the same, as fully to all intents and purposes as I might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, or any of them, may do or cause to be done by virtue hereof. Each of said attorneys-in-fact shall have power to act hereunder with or without the others. IN WITNESS WHEREOF, I have hereunto set my hand this 29 day of October, 1993. /s/ Dean O. Morton ------------------ Dean O. Morton POWER OF ATTORNEY Director of Metropolitan Series Fund, Inc. ------------------------------------------ KNOW ALL MEN BY THESE PRESENTS, that I, an officer and director of Metropolitan Series Fund, Inc. (the "Fund"), do hereby appoint Jeffrey J. Hodgman, Christopher P. Nicholas and Richard G. Mandel and each of them severally, my true and lawful attorney-in-fact, for me and in my name, place and stead to execute and file any instrument or document to be filed as part of or in connection with or in any way related to the Registration Statements and any and all amendments thereto, filed by the Fund under the Securities Act of 1933, as amended, and/or the Investment Company Act of 1940, as amended, and to have full power and authority to do or cause to be done in my name, place and stead each and every act and thing necessary or appropriate in order to effectuate the same, as fully to all intents and purposes as I might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, or any of them, may do or cause to be done by virtue hereof. Each of said attorneys-in-fact shall have power to act hereunder with or without the others. IN WITNESS WHEREOF, I have hereunto set my hand this 29th day of April, 1987. /s/ Jeffrey J. Hodgman ----------------------------- Jeffrey J. Hodgman POWER OF ATTORNEY Director of Metropolitan Series Fund, Inc. ------------------------------------------ KNOW ALL MEN BY THESE PRESENTS, that I, a director of Metropolitan Series Fund, Inc. (the "Fund"), do hereby appoint Jeffrey J. Hodgman, Christopher P. Nicholas and Richard G. Mandel and each of them severally, my true and lawful attorney-in-fact, for me and in my name, place and stead to execute and file any instrument or document to be filed as part of or in connection with or in any way related to the Registration Statements and any and all amendments thereto, filed by the Fund under the Securities Act of 1933, as amended, and/or the Investment Company Act of 1940, as amended, and to have full power and authority to do or cause to be done in my name, place and stead each and every act and thing necessary or appropriate in order to effectuate the same, as fully to all intents and purposes as I might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, or any of them, may do or cause to be done by virtue hereof. Each of said attorneys-in-fact shall have power to act hereunder with or without the others. IN WITNESS WHEREOF, I have hereunto set my hand this 29 day of April, 1987. /s/ Steve A. Garban ------------------- Steve A. Garban POWER OF ATTORNEY Director of Metropolitan Series Fund, Inc. ------------------------------------------ KNOW ALL MEN BY THESE PRESENTS, that I, a director of Metropolitan Series Fund, Inc. (the "Fund"), do hereby appoint Jeffrey J. Hodgman, Christopher P. Nicholas and Richard G. Mandel and each of them severally, my true and lawful attorney-in-fact, for me and in my name, place and stead to execute and file any instrument or document to be filed as part of or in connection with or in any way related to the Registration Statements and any and all amendments thereto, filed by the Fund under the Securities Act of 1933, as amended, and/or the Investment Company Act of 1940, as amended, and to have full power and authority to do or cause to be done in my name, place and stead each and every act and thing necessary or appropriate in order to effectuate the same, as fully to all intents and purposes as I might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, or any of them, may do or cause to be done by virtue hereof. Each of said attorneys-in-fact shall have power to act hereunder with or without the others. IN WITNESS WHEREOF, I have hereunto set my hand this 26th day of April, 1987. /s/ Herman J. Schmidt ----------------------- Herman J. Schmidt POWER OF ATTORNEY Director of Metropolitan Series Fund, Inc. ------------------------------------------ KNOW ALL MEN BY THESE PRESENTS, that I, a director of Metropolitan Series Fund, Inc. (the "Fund"), do hereby Appoint Jeffrey J. Hodgman, Christopher P. Nicholas and Richard G. Mandel and each of them severally, my true and lawful attorney-in-fact, for me and in my name, place and stead to execute and file any instrument or document to be filed as part of or in connection with or in any way related to the Registration Statements and any and all amendments thereto, filed by the Fund under the Securities Act of 1933, as amended, and/or the Investment Company Act of 1940, as amended, and to have full power and authority to do or cause to be done in my name, place and stead each and every act and thing necessary or appropriate in order to effectuate the same, as fully to all intents and purposes as I might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, or any of them, may do or cause to be done by virtue hereof. Each of said attorneys-in-fact shall have power to act hereunder with or without the others. IN WITNESS WHEREOF, I have hereunto set my hand this 9th day of November, 1987. /s/ Rodercik M. Steele -------------------------- Roderick M. Steele POWER OF ATTORNEY Metropolitan Series Fund, Inc. ----------------------------- KNOW ALL MEN BY THESE PRESENTS, that I, an officer of Metropolitan Series Fund, Inc. (the "Fund"), do hereby appoint Jeffrey J. Hodgman, Christopher P. Nicholas and Richard G. Mandel and each of them severally, my true and lawful attorney-in-fact, for me and in my name, place and stead to execute and file any instrument or document to be filed as part of or in connection with or in any way related to the Registration Statements and any and all amendments thereto, filed by the Fund under the Securities Act of 1933, as amended, and/or the Investment Company Act of 1940, as amended, and to have full power and authority to do or cause to be done in my name, place and stead each and every act and thing necessary or appropriate in order to effectuate the same, as fully to all intents and purposes as I might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, or any of them, may do or cause to be done by virtue hereof. Each of said attorneys-in-fact shall have power to act hereunder with or without the others. IN WITNESS WHEREOF, I have hereunto set my hand this 13th day of April, 1987. /s/ Barbara C. Timpano ----------------------------- Barbara Timpano POWER OF ATTORNEY Director of Metropolitan Series Fund, Inc. ------------------------------------------ KNOW ALL MEN BY THESE PRESENTS, that 1, a director of Metropolitan Series Fund, Inc. (the "Fund"), do hereby appoint, Jeffrey J. Hodgman, Christopher P. Nicholas and Richard G. Mandel and each of them severally, my true and lawful attorney-in-fact, for me and in my name, place and stead to execute and file any instrument or document to be filed as part of or in connection with or in any way related to the Registration Statements and any and all amendments thereto, filed by the Fund under the Securities Act of 1933, as amended, and/or the Investment Company Act of 1940, as amended, and to have full power and authority to do or cause to be done in my name, place and stead each and every act and thing necessary or appropriate in order to effectuate the same, as fully to all intents and purposes as I might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, or any of them, may do or cause to be done by virtue hereof. Each of said attorneys-in-fact shall have power to act hereunder with or without the others. IN WITNESS WHEREOF, I have hereunto set my hand this 28th day of April, 1987. /s/ Malcolm T. Hopkins ---------------------- Malcolm T. Hopkins POWER OF ATTORNEY Director of Metropolitan Series Fund, Inc. ----------------------------------------- KNOW ALL MEN BY THESE PRESENTS, that I, a director of Metropolitan Series Fund, Inc. (the "Fund"), do hereby appoint Jeffrey J. Hodgman, Christopher P. Nicholas and Richard G. Mandel and each of them severally, my true and lawful attorney-in-fact, for me and in my name, place and stead to execute and file any instrument or document to be filed as part of or in connection with or in any way related to the Registration Statements and any and all amendments thereto, filed by the Corporation under the Securities Act of 1933, as amended, and/or the Investment Company Act of 1940, as amended, and to have full power and authority to do or cause to be done in my name, place and stead each and every act and thing necessary or appropriate in order to effectuate the same, as fully to all intents and purposes as I might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, or any of them, may do or cause to be done by virtue hereof. Each of said attorneys-in-fact shall have power to act hereunder with or without the others. IN WITNESS WHEREOF, I have hereunto set my hand this 9th day of November, 1987. /s/ E. Pendleton James ---------------------- E. Pendleton James POWER OF ATTORNEY Director of Metropolitan Series Fund, Inc. ----------------------------------------- KNOW ALL MEN BY THESE PRESENTS, that I, a director of Metropolitan Series Fund, Inc. (the "Fund"), do hereby appoint Jeffrey J. Hodgman, Christopher P. Nicholas and Richard G. Mandel and each of them severally, my true and lawful attorney-in-fact, for me and in my name, place and stead to execute and file any instrument or document to be filed as part of or in connection with or in any way related to the Registration Statements and any and all amendments thereto, filed by the Corporation under the Securities Act of 1933, as amended, and/or the Investment Company Act of 1940, as amended, and to have full power and authority to do or cause to be done in my name, place and stead each and every act and thing necessary or appropriate in order to effectuate the same, as fully to all intents and purposes as I might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, or any of them, may do or cause to be done by virtue hereof. Each of said attorneys-in-fact shall have power to act hereunder with or without the others. IN WITNESS WHEREOF, I have hereunto set my hand this 27th day of April, 1987. /s/ J. Austin Lyons, Jr. ------------------------ J. Austin Lyons, Jr. POWER OF ATTORNEY Metropolitan Series Fund, Inc. ----------------------------- KNOW ALL MEN BY THESE PRESENTS, that I, a director of Metropolitan Series Fund, Inc. (the "Corporation"), do hereby appoint Jeffrey J. Hodgman, Christopher P. Nicholas and Patricia S. Worthington and each of them severally, my true and lawful attorney-in-fact, for me and in my name, place and stead to execute and file any instrument or document to be filed as part of or in connection with or in any way related to the Registration Statements and any and all amendments thereto, filed by the Corporation under the Securities Act of 1933, as amended, and/or the Investment Company Act of 1940, as amended, and to have full power and authority to do or cause to be done in my name, place and stead each and every act and thing necessary or appropriate in order to effectuate the same, as fully to all intents and purposes as I might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, or any of them, may do or cause to be done by virtue hereof. Each of said attorneys-in-fact shall have power to act hereunder with or without the others. IN WITNESS WHEREOF, I have hereunto set my hand this 28th day of October, 1993. /s/ Robert G. Schwartz ---------------------- Robert G. Schwartz POWER OF ATTORNEY Metropolitan Series Fund, Inc. ------------------------------ KNOW ALL MEN BY THESE PRESENTS, that I, a director of Metropolitan Series Fund, Inc. (the "Corporation"), do hereby appoint Jeffrey J. Hodgman, Christopher P. Nicholas and Patricia S. Worthington and each of them severally, my true and lawful attorney-in-fact, for me and in my name, place and stead to execute and file any instrument or document to be filed as part of or in connection with or in any way related to the Registration Statements and any and all amendments thereto, filed by the Corporation under the Securities Act of 1933, as amended, and/or the Investment Company Act of 1940, as amended, and to have full power and authority to do or cause to be done in my name, place and stead each and every act and thing necessary or appropriate in order to effectuate the same, as fully to all intents and purposes as I might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, or any of them, may do or cause to be done by virtue hereof. Each of said attorneys-in-fact shall have power to act hereunder with or without the others. IN WITNESS WHEREOF, I have hereunto set my hand this 30 day of October, 1993. /s/ Michael S. Scott Morton --------------------------- Michael S. Scott Morton EX-17 38 SPECIMEN PRICE MAKE-UP SHEET EXHIBIT 17 SPECIMEN PRICE MAKE-UP SHEET DECEMBER 31, 1995
VALUE OF REGISTRANT'S PORTFOLIO SECURITIES OUTSTANDING TOTAL OFFERING AND OTHER ASSETS SECURITIES PRICE PER UNIT --------------------- ----------- -------------- Growth Portfolio........ $1,099,393,726 39,717,503 $27.56 Income Portfolio........ $ 355,198,578 27,489,851 $12.73 Money Market Portfolio.. $ 40,475,431 3,873,237 $10.45 Diversified Portfolio... $1,125,352,414 69,897,402 $15.95 Aggressive Growth Port- folio.................. $ 981,549,964 37,072,220 $25.87 Stock Index Portfolio... $ 641,116,815 34,253,993 $18.56 International Stock Portfolio.............. $ 301,598,470 24,201,993 $12.29
EX-27.1 39 FINANCIAL DATA SCHEDULE
6 GROWTH 1 YEAR DEC-31-1995 JAN-01-1995 DEC-31-1995 867783969 1096327264 3065310 950 202 1099393726 4348881 0 294248 4643129 0 863848660 39717503 34222071 0 (108976) 2467618 0 228543295 1094750597 14557479 1581723 0 2783767 13355435 35869486 206859454 256084375 0 (13305066) (40353389) 0 3995252 492914 1993094 348317479 0 6951521 (159345) 0 2282444 0 2783767 911996473 21.81 0.35 6.83 (0.35) (1.08) 0.00 27.56 0 0 0
EX-27.2 40 FINANCIAL DATA SCHEDULE
6 INCOME 2 YEAR DEC-31-1995 JAN-01-1995 DEC-31-1995 331561431 345910339 9017119 182261 88859 355198578 5164682 0 120868 5285550 0 341054464 27489851 24354792 1648141 0 0 (7314639) 14525062 349913028 0 22553470 0 1047612 21505858 5614353 27263679 54383890 0 (20532059) 0 0 3424849 2039460 1749670 74254353 674342 0 0 (12928992) 767157 0 1047612 307149881 11.32 0.83 1.38 (0.80) 0.00 0.00 12.73 0 0 0
EX-27.3 41 FINANCIAL DATA SCHEDULE
6 MONEY MARKET 3 YEAR DEC-31-1995 JAN-01-1995 DEC-31-1995 40219899 40219899 176194 79322 16 40475431 0 0 19156 19156 0 40447254 3873237 3813066 6496 0 2525 0 0 40456275 0 2455880 0 204190 2251690 161 0 2251851 0 (2251639) (289) 0 2020415 2175933 215689 494977 6445 2653 0 0 104346 0 204190 41769000 10.48 0.59 0.00 (0.62) 0.00 0.00 10.45 0 0 0
EX-27.4 42 FINANCIAL DATA SCHEDULE
6 DIVERSIFIED 4 YEAR DEC-31-1995 JAN-01-1995 DEC-31-1995 968287170 1110947646 14063485 228192 113091 1125352414 10194862 0 323955 10518817 0 967471372 69897402 66633553 0 (4529347) 9009793 0 142881779 1114833597 8774313 32460473 0 3052804 38181982 35700814 155959563 229842359 0 (38212420) (31703894) 0 4105431 5238484 4396902 222007869 0 5012873 (4498909) 0 2431711 0 3052804 974606031 13.40 0.59 3.02 (0.58) (0.48) 0.00 15.95 0 0 0
EX-27.5 43 FINANCIAL DATA SCHEDULE
6 AGGRESSIVE GROWTH 5 YEAR DEC-31-1995 JAN-01-1995 DEC-31-1995 789430230 930656825 50880742 827 11570 981549964 21967194 0 667537 22634731 0 822003215 37072220 26754085 0 (899023) 0 (3415554) 141226595 958915233 3163544 2660653 0 6289594 (465397) 96911708 87034785 183481096 0 0 (89053728) 0 7831991 996028 3482172 368868384 0 0 (433626) (11273534) 5824030 0 6289594 775421670 22.05 (0.01) 6.50 0.00 (2.67) 0.00 25.87 1 0 0
EX-27.6 44 FINANCIAL DATA SCHEDULE
6 STOCK INDEX 6 YEAR DEC-31-1995 JAN-01-1995 DEC-31-1995 490507254 637922157 3137098 55596 1964 641116815 5114386 0 179190 5293576 0 487663404 34253993 26168411 0 (22936) 767868 0 147414903 635823239 12034799 228617 0 1546399 10717017 3287091 132857546 146861654 0 (10707245) (3203702) 0 7780504 452967 758045 272822285 0 684479 (32708) 0 1202788 0 1546399 481714481 13.87 0.32 4.79 (0.32) (0.10) 0.00 18.56 0 0 0
EX-27.7 45 FINANCIAL DATA SCHEDULE
6 INTERNATIONAL STOCK 7 YEAR DEC-31-1995 JAN-01-1995 DEC-31-1995 223982910 221783014 1140637 78325548 349271 301598470 3831521 0 305908 4137429 0 301157412 24201993 22191716 0 (1444824) 4175033 0 (6426580) 297461041 2976332 331446 0 2742985 564793 4503585 (2185396) 2882982 0 (931206) (1728334) 0 3922512 2129704 217469 24508662 0 1399782 (1078411) 0 2035593 0 2742985 272501229 12.30 0.03 0.07 (0.04) (0.07) 0.00 12.29 1 0 0
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