-----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, S+bA9xFAKVVLT3ar1B2gjwPHGrJI8RKHinI7jziyAEEGp5GKJc5GAtoUiPpiQvAn hM5J637X7WQE5YVxB1Peig== 0001193125-06-048548.txt : 20060308 0001193125-06-048548.hdr.sgml : 20060308 20060308172458 ACCESSION NUMBER: 0001193125-06-048548 CONFORMED SUBMISSION TYPE: PRE 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060428 FILED AS OF DATE: 20060308 DATE AS OF CHANGE: 20060308 FILER: COMPANY DATA: COMPANY CONFORMED NAME: METROPOLITAN SERIES FUND INC CENTRAL INDEX KEY: 0000710826 IRS NUMBER: 833164113 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: PRE 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-03618 FILM NUMBER: 06674073 BUSINESS ADDRESS: STREET 1: 501 BOYLSTON STREET STREET 2: C/O METLIFE ADVISERS, LLC CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-578-2000 MAIL ADDRESS: STREET 1: C/O METLIFE ADVISERS, LLC STREET 2: 501 BOYLSTON STREET, 5E CITY: BOSTON STATE: MA ZIP: 02116 0000710826 S000006500 BlackRock Aggressive Growth Portfolio C000017769 Class A C000017770 Class B C000017771 Class E 0000710826 S000006501 Davis Venture Value Portfolio C000017772 Class A C000017773 Class B C000017774 Class E 0000710826 S000006502 FI International Stock Portfolio C000017775 Class A C000017776 Class B C000017777 Class E 0000710826 S000006503 FI Mid Cap Opportunities Portfolio C000017778 Class A C000017779 Class B C000017780 Class E 0000710826 S000006504 FI Value Leaders Portfolio C000017781 Class A C000017782 Class B C000017783 Class E 0000710826 S000006505 Franklin Templeton Small Cap Growth Portfolio C000017784 Class A C000017785 Class B C000017786 Class E 0000710826 S000006506 Harris Oakmark Focused Value Portfolio C000017787 Class A C000017788 Class B C000017789 Class E 0000710826 S000006507 Harris Oakmark Large Cap Value Portfolio C000017790 Class A C000017791 Class B C000017792 Class E 0000710826 S000006508 Jennison Growth Portfolio C000017793 Class A C000017794 Class B C000017795 Class E 0000710826 S000006509 Lehman Brothers Aggregate Bond Index Portfolio C000017796 Class A C000017797 Class B C000017798 Class E 0000710826 S000006510 Loomis Sayles Small Cap Portfolio C000017799 Class A C000017800 Class B C000017801 Class E 0000710826 S000006511 BlackRock Bond Income Portfolio C000017802 Class A C000017803 Class B C000017804 Class E 0000710826 S000006512 MetLife Aggressive Allocation Portfolio C000017805 Class A C000017806 Class B C000027265 Class E 0000710826 S000006513 MetLife Conservative Allocation Portfolio C000017807 Class A C000017808 Class B C000027266 Class E 0000710826 S000006514 MetLife Conservative to Moderate Allocation Portfolio C000017809 Class A C000017810 Class B C000027267 Class E 0000710826 S000006515 MetLife Mid Cap Stock Index Portfolio C000017811 Class A C000017812 Class B C000017813 Class E 0000710826 S000006516 MetLife Moderate Allocation Portfolio C000017814 Class A C000017815 Class B C000027268 Class E 0000710826 S000006517 MetLife Moderate to Aggressive Allocation Portfolio C000017816 Class A C000017817 Class B C000027269 Class E 0000710826 S000006518 MetLife Stock Index Portfolio C000017818 Class A C000017819 Class B C000017820 Class E 0000710826 S000006519 MFS Investors Trust Portfolio C000017821 Class A C000017822 Class B C000017823 Class E 0000710826 S000006520 MFS Total Return Portfolio C000017824 Class A C000017825 Class B C000017826 Class E 0000710826 S000006521 Morgan Stanley EAFE Index Portfolio C000017827 Class A C000017828 Class B C000017829 Class E 0000710826 S000006522 BlackRock Diversified Portfolio C000017830 Class A C000017831 Class B C000017832 Class E 0000710826 S000006523 Neuberger Berman Mid Cap Value Portfolio C000017833 Class A C000017834 Class B C000017835 Class E 0000710826 S000006524 Oppenheimer Global Equity Portfolio C000017836 Class A C000017837 Class B C000017838 Class E 0000710826 S000006525 Russell 2000 Index Portfolio C000017839 Class A C000017840 Class B C000017841 Class E 0000710826 S000006526 Salomon Brothers Strategic Bond Opportunities Portfolio C000017842 Class A C000017843 Class B C000017844 Class E 0000710826 S000006527 Salomon Brothers U.S. Government Portfolio C000017845 Class A C000017846 Class B C000017847 Class E 0000710826 S000006528 T.Rowe Price Large Cap Growth Portfolio C000017848 Class A C000017849 Class B C000017850 Class E 0000710826 S000006529 T.Rowe Price Small Cap Growth Portfolio C000017851 Class A C000017852 Class B C000017853 Class E 0000710826 S000006530 Zenith Equity Portfolio C000017854 Class A C000027270 Class B C000027271 Class E 0000710826 S000006531 BlackRock Investment Trust Portfolio C000017855 Class A C000017856 Class B C000017857 Class E 0000710826 S000006532 BlackRock Large Cap Value Portfolio C000017858 Class A C000017859 Class B C000017860 Class E 0000710826 S000006533 BlackRock Legacy Large Cap Growth Portfolio C000017861 Class A C000017862 Class B C000017863 Class E 0000710826 S000006534 BlackRock Money Market Portfolio C000017864 Class A C000017865 Class B C000017866 Class E 0000710826 S000006535 BlackRock Strategic Value Portfolio C000017867 Class A C000017868 Class B C000017869 Class E 0000710826 S000006536 Capital Guardian U.S. Equity Portfolio C000017870 Class A C000017871 Class B C000026213 Class E 0000710826 S000011554 FI Large Cap Portfolio C000031835 Class A C000031836 Class B C000031837 Class E 0000710826 S000011555 Western Asset Management High Yield Bond Portfolio C000031838 Class A C000031839 Class B C000031840 Class E PRE 14A 1 dpre14a.txt METROPOLITAN SERIES FUND, INC. PRELIMINARY PROXY STATEMENT SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [X] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Section 240.14a-12 METROPOLITAN SERIES FUND, INC. - -------------------------------------------------------------------------------- (Name of Registrant as Specified in Its Charter) - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of filing fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: - -------------------------------------------------------------------------------- (2) Aggregate number of securities to which transaction applies: - -------------------------------------------------------------------------------- (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): - -------------------------------------------------------------------------------- (4) Proposed maximum aggregate value of transaction: - -------------------------------------------------------------------------------- (5) Total fee paid: - -------------------------------------------------------------------------------- [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. (1) Amount Previously Paid: - -------------------------------------------------------------------------------- (2) Form, Schedule or Registration Statement No.: - -------------------------------------------------------------------------------- (3) Filing Party: - -------------------------------------------------------------------------------- (4) Date Filed: - -------------------------------------------------------------------------------- METROPOLITAN SERIES FUND, INC. 501 BOYLSTON STREET, BOSTON, MASSACHUSETTS 02116 Dear Policy Holder: We are writing to inform you that Metropolitan Series Fund, Inc. (the "Fund") will hold a special meeting of shareholders of the Fund, which consists of 37 portfolios (the "Portfolios"), on April 28, 2006 at 2:00 p.m. Eastern Time at the offices of MetLife Advisers, LLC (the "Manager"), 501 Boylston Street, Boston, Massachusetts 02116. As discussed in more detail in the enclosed Proxy Statement, you will be asked to approve the following proposals: . Election of nine Directors of the Fund. Eight nominees are currently Directors of the Fund. . If you are entitled to give voting instructions with respect to shares of the MFS Total Return Portfolio, approval of an amendment to the Advisory Agreement between the Fund, with respect to that Portfolio, and the Manager. . If you are entitled to give voting instructions with respect to certain Portfolios, approval of the elimination of or changes to certain fundamental investment restrictions with respect to certain Portfolios in order to, among other things, adopt more standardized investment restrictions across the Portfolios and to eliminate redundant or burdensome restrictions. A formal Notice of Special Meeting of Shareholders is enclosed, followed by a proxy statement relating to the proposals (the "Proxy Statement"). Please review the enclosed Proxy Statement for a more detailed description of the proposals. As an owner of a variable life insurance or variable annuity contract issued by separate accounts of the insurance companies in the MetLife enterprise (each, an "Insurance Company"), you have the right to instruct your Insurance Company how to vote at the meeting on the relevant proposals. You may give voting instructions for the number of shares of the relevant Portfolios attributable to your life insurance policy or annuity contract as of the record time of the close of business on February 17, 2006. YOUR VOTE IS IMPORTANT. PLEASE FILL IN, DATE, SIGN AND RETURN THE ENCLOSED VOTING INSTRUCTIONS FORM PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE WHETHER OR NOT YOU PLAN TO BE PRESENT AT THE MEETING. YOU CAN ALSO VOTE BY PHONE OR ELECTRONICALLY BY FOLLOWING THE SIMPLE INSTRUCTIONS THAT APPEAR ON THE ENCLOSED INSTRUCTION SLIP. YOU MAY STILL VOTE IN PERSON IF YOU ATTEND THE MEETING. THE DIRECTORS RECOMMEND THAT YOU VOTE "FOR" THE PROPOSALS FOR WHICH YOU ARE ENTITLED TO GIVE INSTRUCTIONS. Please take a few moments to review the details of the proposals. If you have any questions regarding the proposals, please feel free to call the contact number listed in the enclosed Proxy Statement. We urge you to vote at your earliest convenience. We appreciate your participation in and prompt response to these matters and thank you for your continued support. Very truly yours, - ------------------------- Hugh C. McHaffie, President [ ], 2006 METROPOLITAN SERIES FUND, INC. 501 BOYLSTON STREET, BOSTON, MASSACHUSETTS 02116 BLACKROCK AGGRESSIVE GROWTH PORTFOLIO METLIFE CONSERVATIVE ALLOCATION BLACKROCK BOND INCOME PORTFOLIO PORTFOLIO BLACKROCK DIVERSIFIED PORTFOLIO METLIFE CONSERVATIVE TO MODERATE BLACKROCK INVESTMENT TRUST PORTFOLIO ALLOCATION PORTFOLIO BLACKROCK LARGE CAP VALUE PORTFOLIO METLIFE MID CAP STOCK INDEX PORTFOLIO BLACKROCK LEGACY LARGE CAP GROWTH METLIFE MODERATE ALLOCATION PORTFOLIO PORTFOLIO METLIFE MODERATE TO AGGRESSIVE BLACKROCK MONEY MARKET PORTFOLIO ALLOCATION PORTFOLIO BLACKROCK STRATEGIC VALUE PORTFOLIO METLIFE STOCK INDEX PORTFOLIO CAPITAL GUARDIAN U.S. EQUITY PORTFOLIO MFS INVESTORS TRUST PORTFOLIO DAVIS VENTURE VALUE PORTFOLIO MFS TOTAL RETURN PORTFOLIO FI INTERNATIONAL STOCK PORTFOLIO MORGAN STANLEY EAFE INDEX PORTFOLIO FI MID CAP OPPORTUNITIES PORTFOLIO NEUBERGER BERMAN MID CAP VALUE FI VALUE LEADERS PORTFOLIO PORTFOLIO FRANKLIN TEMPLETON SMALL CAP GROWTH RUSSELL 2000 INDEX PORTFOLIO PORTFOLIO SALOMON BROTHERS STRATEGIC BOND HARRIS OAKMARK FOCUSED VALUE PORTFOLIO OPPORTUNITIES PORTFOLIO HARRIS OAKMARK LARGE CAP VALUE SALOMON BROTHERS U.S. GOVERNMENT PORTFOLIO PORTFOLIO JENNISON GROWTH PORTFOLIO OPPENHEIMER GLOBAL EQUITY PORTFOLIO LEHMAN BROTHERS AGGREGATE BOND INDEX T. ROWE PRICE LARGE CAP GROWTH PORTFOLIO PORTFOLIO LOOMIS SAYLES SMALL CAP PORTFOLIO T. ROWE PRICE SMALL CAP GROWTH METLIFE AGGRESSIVE ALLOCATION PORTFOLIO PORTFOLIO ZENITH EQUITY PORTFOLIO NOTICE OF SPECIAL MEETING OF SHAREHOLDERS April 28, 2006 Notice is hereby given that a Special Meeting (the "Meeting") of the shareholders (the "Shareholders") of Metropolitan Series Fund, Inc. (the "Fund") will be held at 2:00 p.m. Eastern Time on April, 28 2006, at the offices of MetLife Advisers, LLC (the "Manager"), 501 Boylston Street, Boston, Massachusetts 02116 for the following purposes: 1. To elect the members of the Board of Directors of the Fund. 2. To approve, for the MFS Total Return Portfolio ("MFS Total Return"), an amendment to the Advisory Agreement between the Fund, on behalf of MFS Total Return, and the Manager. 3. To approve, for the BlackRock Aggressive Growth Portfolio, BlackRock Diversified Portfolio, BlackRock Investment Trust Portfolio, BlackRock Large Cap Value Portfolio, BlackRock Strategic Value Portfolio, FI International Stock Portfolio, FI Mid Cap Opportunities Portfolio, Franklin Templeton Small Cap Growth Portfolio, Harris Oakmark Large Cap Value Portfolio, Lehman Brothers Aggregate Bond Index Portfolio, MetLife Mid Cap Stock Index Portfolio, MetLife Stock Index Portfolio, Morgan Stanley EAFE Index Portfolio, Neuberger Berman Mid Cap Value Portfolio, Oppenheimer Global Equity Portfolio, Russell 2000 Index Portfolio, T. Rowe Price Large Cap Growth Portfolio and T. Rowe Price Small Cap Growth Portfolio, the elimination of or changes to certain fundamental investment restrictions. 4. To consider and act upon any other matters which may properly come before the Meeting and any adjournment thereof. Shareholders of record as of the close of business on February 17, 2006 are entitled to notice of and to vote at the Meeting and any adjournment thereof. By order of the Board of Directors of the Fund, ----------------------------- Thomas M. Lenz, Secretary [ ], 2006 YOUR VOTE IS IMPORTANT PLEASE FILL IN, DATE, SIGN AND RETURN THE ENCLOSED VOTING INSTRUCTIONS FORM PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE WHETHER OR NOT YOU PLAN TO BE PRESENT AT THE MEETING. YOU CAN ALSO VOTE BY PHONE OR ELECTRONICALLY BY FOLLOWING THE SIMPLE INSTRUCTIONS THAT APPEAR ON THE ENCLOSED INSTRUCTION SLIP. YOU MAY STILL VOTE IN PERSON IF YOU ATTEND THE MEETING. METROPOLITAN SERIES FUND, INC. 501 Boylston Street Boston, Massachusetts 02116 BLACKROCK AGGRESSIVE GROWTH PORTFOLIO METLIFE CONSERVATIVE ALLOCATION BLACKROCK BOND INCOME PORTFOLIO PORTFOLIO BLACKROCK DIVERSIFIED PORTFOLIO METLIFE CONSERVATIVE TO MODERATE BLACKROCK INVESTMENT TRUST PORTFOLIO ALLOCATION PORTFOLIO BLACKROCK LARGE CAP VALUE PORTFOLIO METLIFE MID CAP STOCK INDEX PORTFOLIO BLACKROCK LEGACY LARGE CAP GROWTH METLIFE MODERATE ALLOCATION PORTFOLIO PORTFOLIO METLIFE MODERATE TO AGGRESSIVE BLACKROCK MONEY MARKET PORTFOLIO ALLOCATION PORTFOLIO BLACKROCK STRATEGIC VALUE PORTFOLIO METLIFE STOCK INDEX PORTFOLIO CAPITAL GUARDIAN U.S. EQUITY PORTFOLIO MFS INVESTORS TRUST PORTFOLIO DAVIS VENTURE VALUE PORTFOLIO MFS TOTAL RETURN PORTFOLIO FI INTERNATIONAL STOCK PORTFOLIO MORGAN STANLEY EAFE INDEX PORTFOLIO FI MID CAP OPPORTUNITIES PORTFOLIO NEUBERGER BERMAN MID CAP VALUE FI VALUE LEADERS PORTFOLIO PORTFOLIO FRANKLIN TEMPLETON SMALL CAP GROWTH RUSSELL 2000 INDEX PORTFOLIO PORTFOLIO SALOMON BROTHERS STRATEGIC BOND HARRIS OAKMARK FOCUSED VALUE PORTFOLIO OPPORTUNITIES PORTFOLIO HARRIS OAKMARK LARGE CAP VALUE SALOMON BROTHERS U.S. GOVERNMENT PORTFOLIO PORTFOLIO JENNISON GROWTH PORTFOLIO OPPENHEIMER GLOBAL EQUITY PORTFOLIO LEHMAN BROTHERS AGGREGATE BOND INDEX T. ROWE PRICE LARGE CAP GROWTH PORTFOLIO PORTFOLIO LOOMIS SAYLES SMALL CAP PORTFOLIO T. ROWE PRICE SMALL CAP GROWTH METLIFE AGGRESSIVE ALLOCATION PORTFOLIO PORTFOLIO ZENITH EQUITY PORTFOLIO PROXY STATEMENT This Proxy Statement is being furnished in connection with the solicitation of voting instructions by the Board of Directors (the "Board of Directors" or the "Directors") of Metropolitan Series Fund, Inc. (the "Fund") for use at a special meeting (the "Meeting") of shareholders of the portfolios of the Fund (each, a "Portfolio," and, collectively, the "Portfolios"). The Meeting will be held at 2:00 p.m. Eastern Time on April 28, 2006, at the offices of MetLife Advisers, LLC (the "Manager"), 501 Boylston Street, Boston, Massachusetts 02116. This Proxy Statement and its enclosures are being mailed to shareholders beginning on or about [ ], 2006. Shareholders of record as of the close of business on February 17, 2006 (the "Record Date") are entitled to vote on the proposals, as set forth below. The Meeting is being called for the following purposes: (1) to elect Directors of the Fund, (2) to approve an amendment to the Advisory Agreement between the Fund, with respect to the MFS Total Return Portfolio ("MFS Total Return"), and the Manager (the "Advisory Agreement"), (3) to approve the elimination of or change to certain fundamental investment restrictions for certain Portfolios and (4) to transact such other business as may properly come before the Meeting or any postponement or adjournment thereof. Section I of this Proxy Statement contains information relating to the proposal to elect Directors of the Fund. Section II contains information relating to the proposal to approve an amendment to the Advisory Agreement. Section III contains information 1 relating to the proposal to eliminate or change certain fundamental investment restrictions for certain Portfolios. Section IV contains additional background information about the Fund, the Manager and other matters. Section V contains general information about the Meeting and shareholder voting. The Fund, an open-end management investment company, is a Maryland corporation that was formed in 1982. The Fund is a series-type company that has 37 Portfolios. The shares of the Portfolios are currently sold only to separate accounts established by Metropolitan Life Insurance Company ("MetLife") and its insurance company affiliates (together with MetLife, each, an "Insurance Company," and, collectively, the "Insurance Companies"). Most of the shares of the Portfolios are attributable to variable life insurance or variable annuity contracts (each, a "Contract," and, collectively, "Contracts," owned by "Contract Owners") issued by the Insurance Companies. As explained more fully below, you may give voting instructions for the number of shares of each Portfolio attributable to your Contract(s). The following table identifies each of the proposals (each, a "Proposal" and, collectively, the "Proposals") to be voted on at the Meeting and indicates the Portfolios as to which voting instructions are being solicited for each Proposal. Not all of the Proposals relate to all of the Portfolios. Each Contract Owner can give voting instructions only on Proposals that relate to Portfolios that he or she is actually using with his or her Contract(s). 2 SUMMARY OF PROPOSALS AND PORTFOLIOS AFFECTED*
II. PROPOSAL TO APPROVE AN AMENDMENT TO THE ADVISORY III-B. PROPOSAL AGREEMENT III-A. PROPOSAL TO REVISE BETWEEN THE TO REVISE FUNDAMENTAL FUND, ON FUNDAMENTAL INVESTMENT BEHALF OF MFS INVESTMENT RESTRICTION I. PROPOSAL TO TOTAL RETURN, RESTRICTIONS RELATING TO ELECT A BOARD AND THE RELATING TO UNDERWRITING NAME OF FUND OF DIRECTORS MANAGER BORROWING OF SECURITIES - --------------------------------------------- -------------- --------------- --------------- --------------- BlackRock Aggressive Growth.................. X X X BlackRock Bond Income........................ X BlackRock Diversified........................ X X X BlackRock Investment Trust................... X X X BlackRock Large Cap Value.................... X X X BlackRock Legacy Large Cap Growth............ X BlackRock Money Market....................... X BlackRock Strategic Value.................... X X X Capital Guardian U.S. Equity................. X Davis Venture Value.......................... X FI International Stock....................... X X X FI Mid Cap Opportunities..................... X X X FI Value Leaders............................. X Franklin Templeton Small Cap Growth.......... X X X Harris Oakmark Focuses Value................. X Harris Oakmark Large Cap Value............... X X X Jennison Growth.............................. X Lehman Brothers Aggregate Bond Index......... X X X Loomis Sayles Small Cap...................... X MetLife Aggressive Allocation................ X MetLife Conservative Allocation.............. X MetLife Conservative to Moderate Allocation.. X MetLife Mid Cap Stock Index.................. X X X MetLife Moderate Allocation.................. X MetLife Moderate to Aggressive Allocation.... X MetLife Stock Index.......................... X X X MFS Investors Trust.......................... X Morgan Stanley EAFE Index.................... X X X MSF Total Return............................. X X Neuberger Berman Mid Cap Value............... X X X Oppenheimer Global Equity.................... X X X Russell 2000 Index........................... X X X Salomon Brothers Strategic Bond Opportunities X Salomon Brothers U.S. Government............. X T. Rowe Price Large Cap Growth............... X X X T. Rowe Price Small Cap Growth............... X X X Zenith Equity................................ X
- -------- * An "X" denotes that the Portfolio is affected by the Proposal and that the Portfolio's shareholders are being solicited to vote with respect to that Proposal. 3 SUMMARY OF PROPOSALS AND PORTFOLIOS AFFECTED - (CONTINUED)*
III-C. PROPOSAL TO REVISE FUNDAMENTAL III-D. PROPOSAL III-E. PROPOSAL III-F. PROPOSAL INVESTMENT TO ELIMINATE TO REVISE TO REVISE RESTRICTIONS FUNDAMENTAL FUNDAMENTAL FUNDAMENTAL RELATING TO INVESTMENT INVESTMENT INVESTMENT ISSUANCE OF RESTRICTIONS RESTRICTIONS RESTRICTIONS SENIOR RELATING TO RELATING TO RELATING TO NAME OF FUND SECURITIES OPTIONS MAKING LOANS REAL ESTATE - --------------------------------------------- --------------- --------------- --------------- --------------- BlackRock Aggressive Growth.................. X X X X BlackRock Bond Income........................ BlackRock Diversified........................ X X X X BlackRock Investment Trust................... X X X X BlackRock Large Cap Value.................... X X X X BlackRock Legacy Large Cap Growth............ BlackRock Money Market....................... BlackRock Strategic Value.................... X X X X Capital Guardian U.S. Equity................. Davis Venture Value.......................... FI International Stock....................... X X X X FI Mid Cap Opportunities..................... X X X X FI Value Leaders............................. Franklin Templeton Small Cap Growth.......... X X X X Harris Oakmark Focuses Value................. Harris Oakmark Large Cap Value............... X X X X Jennison Growth.............................. Lehman Brothers Aggregate Bond Index......... X X X X Loomis Sayles Small Cap...................... MetLife Aggressive Allocation................ MetLife Conservative Allocation.............. MetLife Conservative to Moderate Allocation.. MetLife Mid Cap Stock Index.................. X X X X MetLife Moderate Allocation.................. MetLife Moderate to Aggressive Allocation.... MetLife Stock Index.......................... X X X X MFS Investors Trust.......................... Morgan Stanley EAFE Index.................... X X X X MSF Total Return............................. Neuberger Berman Mid Cap Value............... X X X X Oppenheimer Global Equity.................... X X X X Russell 2000 Index........................... X X X X Salomon Brothers Strategic Bond Opportunities Salomon Brothers U.S. Government............. T. Rowe Price Large Cap Growth............... X X X X T. Rowe Price Small Cap Growth............... X X X X Zenith Equity................................
- -------- * An "X" denotes that the Portfolio is affected by the Proposal and that the Portfolio's shareholders are being solicited to vote with respect to that Proposal. 4 SUMMARY OF PROPOSALS AND PORTFOLIOS AFFECTED - (CONTINUED)*
III-G. PROPOSAL III-H. PROPOSAL TO REVISE TO ELIMINATE III-I. PROPOSAL FUNDAMENTAL FUNDAMENTAL TO REVISE INVESTMENT INVESTMENT FUNDAMENTAL RESTRICTIONS RESTRICTIONS INVESTMENT RELATING TO RELATING TO RESTRICTIONS INDUSTRY FOREIGN RELATING TO NAME OF FUND CONCENTRATION SECURITIES COMMODITIES - --------------------------------------------- --------------- --------------- --------------- BlackRock Aggressive Growth.................. X X X BlackRock Bond Income........................ BlackRock Diversified........................ X X X BlackRock Investment Trust................... X X X BlackRock Large Cap Value.................... X X BlackRock Legacy Large Cap Growth............ BlackRock Money Market....................... BlackRock Strategic Value.................... X X Capital Guardian U.S. Equity................. Davis Venture Value.......................... FI International Stock....................... X X FI Mid Cap Opportunities..................... X X X FI Value Leaders............................. Franklin Templeton Small Cap Growth.......... X X X Harris Oakmark Focuses Value................. Harris Oakmark Large Cap Value............... X X X Jennison Growth.............................. Lehman Brothers Aggregate Bond Index......... X X Loomis Sayles Small Cap...................... MetLife Aggressive Allocation................ MetLife Conservative Allocation.............. MetLife Conservative to Moderate Allocation.. MetLife Mid Cap Stock Index.................. X X X MetLife Moderate Allocation.................. MetLife Moderate to Aggressive Allocation.... MetLife Stock Index.......................... X X X MFS Investors Trust.......................... Morgan Stanley EAFE Index.................... X X MSF Total Return............................. Neuberger Berman Mid Cap Value............... X X X Oppenheimer Global Equity.................... X X Russell 2000 Index........................... X X X Salomon Brothers Strategic Bond Opportunities Salomon Brothers U.S. Government............. T. Rowe Price Large Cap Growth............... X X X T. Rowe Price Small Cap Growth............... X X X Zenith Equity................................
- -------- * An "X" denotes that the Portfolio is affected by the Proposal and that the Portfolio's shareholders are being solicited to vote with respect to that Proposal. 5 I: ELECTION OF A BOARD OF DIRECTORS The Fund's Board of Directors proposes (i) that the following current Directors be re-elected as Directors of the Fund: Hugh C. McHaffie, Arthur G. Typermass, Steven A. Garban, Linda B. Strumpf, Michael S. Scott Morton, H. Jesse Arnelle, Nancy Hawthorne and John T. Ludes; and (ii) that the following new non-"interested person" (as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the "1940 Act")) be elected as Director of the Fund: Frances M. Hawk (together with the individuals named in (i), each, a "Nominee," and collectively, the "Nominees"); such elections to be effective May 1, 2006. The Nominating Committee of the Fund, which is composed entirely of Directors who are not "interested persons" of the Fund (the "Independent Directors"), met to consider additional candidates to serve as Independent Directors of the Fund. The Nominating Committee recommended Frances M. Hawk for a position as an Independent Director and recommended to the Board that her nomination be submitted to the Fund's shareholders for approval. The Board is proposing that shareholders of the Fund elect Ms. Hawk as an Independent Director and that they re-elect each of the current Directors. The Board of Directors is currently composed of eight Directors, six of whom are Independent Directors. Effective February 1, 2006, the Board has fixed the number of Directors at nine. If all of the Nominees are approved by shareholders, the Board will consist of nine Directors, two of whom will be "interested persons" of the Fund (the "Interested Directors") and seven of whom will be Independent Directors. Information about Nominees __________________________ Information about the Nominees is presented below. The information is listed separately for (i) Nominees who will be Interested Directors and (ii) Nominees who will be Independent Directors. Except as shown, each Nominee's principal occupation and business experience for the last five years have been with the employers(s) indicated, although in some cases the Nominee may have held different positions with such employer(s). 6 INTERESTED DIRECTORS
NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN OR WOULD BE POSITIONS LENGTH OVERSEEN BY OTHER DIRECTORSHIPS HELD BY HELD WITH OF TIME PRINCIPAL OCCUPATION(S) DURING NOMINEE IF DIRECTOR OR NOMINEE FOR NAME, ADDRESS, AND AGE FUND SERVED PAST 5 YEARS /(1)/ ELECTED /(3)/ DIRECTOR /(2)/ - ---------------------- --------- ------- ---------------------------------- ------------- ---------------------------------- Hugh C. McHaffie^ Director, 3 years Senior Vice President (since 42 Chairman of the Board (since 2004) Metropolitan Life Chairman 2000), MetLife and MetLife Group, and Director (since 2003), Insurance Company of the Inc. (since 2003); Manager, Chair Enterprise General Insurance 501 Boylston Street Board, of the Board of Managers, Agency, Inc.; Director (since Boston, MA 02116 President President and Chief Executive 2002) and Executive Vice President Age: 46 and Chief Officer (since 2003), the Manager; (since 2003), First MetLife Executive Senior Vice President (since Investors Insurance Company, Officer 2005), The Travelers Insurance MetLife Investors Insurance Company, The Travelers Life and Company, MetLife Investors Annuity Company, Citicorp Life Insurance Company of California Insurance Company and First and MetLife Investors; Director Citicorp Life Insurance Company; (since 2004) and Senior Vice formerly, Senior Vice President, President (since 1999), New New England Zenith Fund ("Zenith England Life Insurance Company Fund")**. ("NELICO"); Director, Cova Corporation (since 2000), General American (since 2004), Omega Reinsurance Corporation (since 2003); Director (since 2005), Travelers Asset Management International Company LLC and Travelers Investment Adviser, Inc.; Director and Chairman (since 2005), CitiStreet Funds, Inc.; Director and President (since 2005), CitiStreet Funds Management LLC. Arthur G. Typermass^ Director 8 years Formerly, Senior Vice-President 38 None 43 Chestnut Street and Treasurer, MetLife. Garden City, NY 11530 Age: 67
7 NON-INTERESTED DIRECTORS
NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN OR WOULD BE POSITIONS LENGTH OVERSEEN BY OTHER DIRECTORSHIPS HELD BY HELD WITH OF TIME PRINCIPAL OCCUPATION(S) DURING NOMINEE IF DIRECTOR OR NOMINEE FOR NAME, ADDRESS, AND AGE FUND SERVED PAST 5 YEARS /(1)/ ELECTED /(3)/ DIRECTOR /(2)/ - ---------------------- --------- -------- ---------------------------------- ------------- ---------------------------------- Steve A. Garban+ Director 13 years Formerly, Chief Financial Officer, 38 None. 226 Harris Drive Senior Vice President Finance and State College, PA Operations and Treasurer 16801 (Emeritus), The Pennsylvania State Age: 67 University. Linda B. Strumpf Director 6 years Vice President and Chief 38 None. Ford Foundation Investment Officer, Ford 320 E. 43rd Street Foundation. New York, NY 10017 Age: 57 Michael S. Scott Director 13 years Jay W. Forrester Professor of 38 None. Morton+ Management (Emeritus), Sloan Massachusetts School of Management, MIT. Institute of Technology ("MIT") 50 Memorial Drive Cambridge, MA 02138 Age: 67 H. Jesse Arnelle Director 5 years Counsel, Womble Carlyle Sandrie & 38 Director, Textron Inc. (global 400 Urbano Drive Rice; formerly, Director, Gannet multi-industry company)*; San Francisco, CA Co. Inc. (diversified news and Director, Armstrong Holdings Inc. 94127 information company)*; formerly, (parent company of floor and Age: 71 Director, Eastman Chemical Company ceiling products business)*; (global chemical company)*; Director, FPL Group Inc. (public formerly, Director, Waste utility holding company)*; Management, Inc.*; formerly, Director, URS Corporation Director, Wells Fargo Bank & Co., (engineering design services Inc. (financial services); firm)*. formerly, Director, Union Pacific Resources (oil and gas exploration company)*. Nancy Hawthorne Director 3 years Formerly, Board of Advisors, L. 38 Director and Chairman of the 60 Hyslop Road Knife & Sons, Inc. (beverage Board, Avid Technologies (computer Brookline, MA 02445 distributor); Chief Executive software company)*. Age: 54 Officer, Clerestory LLC (corporate financial advisor); formerly, Trustee, Zenith Fund**; formerly, Chief Executive Officer and Managing Partner, Hawthorne, Krauss and Associates (corporate financial advisor); formerly, Chief Financial Officer and Executive Vice President, Continental Cablevision, subsequently renamed MediaOne (cable television company); formerly, Director, Life F/X, Inc.; formerly, Chairman of the Board, WorldClinic (distance medicine company); formerly, Director, Perini Corporation (construction)*; formerly, Director, CGU (property and casualty insurance company); formerly, Director, Beacon Power Corporation (energy)*.
8
NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN OR WOULD BE POSITIONS LENGTH OVERSEEN BY OTHER DIRECTORSHIPS HELD BY HELD WITH OF TIME PRINCIPAL OCCUPATION(S) DURING NOMINEE IF DIRECTOR OR NOMINEE FOR DIRECTOR NAME, ADDRESS, AND AGE FUND SERVED PAST 5 YEARS /(1)/ ELECTED /(3)/ /(2)/ - ---------------------- --------- ------- ---------------------------------- ------------- ---------------------------------- John T. Ludes Director 3 years President, LFP Properties 38 57 Water Street (consulting firm); Formerly, Marion, MA 02738 Trustee, Zenith Fund**; formerly, Age: 68 Vice Chairman, President and Chief Operating Officer, Fortune Brands/American Brands (global conglomerate); formerly, President and CEO, Acushnet Company (athletic equipment). Frances M. Hawk, CFA, N/A N/A Formerly, Principal and Portfolio 49 Member, Board of Managers, six CFP Manager, HLM Management Co., Inc. variable annuity separate accounts 108 Oxford Hill Lane (SEC registered investment of The Travelers Insurance Dowington, PA adviser); Formerly, Assistant Company*; Trustee, five mutual Age: 58 Treasurer, United Technologies funds sponsored by The Travelers Corp., Inc., (diversified Insurance Company*. manufacturing company).
- -------- ^ As present or former officers of MetLife and/or owners of securities issued by MetLife, Inc., the ultimate parent company of the Manager, Messrs. McHaffie and Typermass may each be deemed to be an "interested person" within the meaning of the 1940 Act. * Indicates a directorship with a registered investment company or a company subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). ** Following the sale of all of its assets to the Fund on May 1, 2003, the Zenith Fund deregistered as an investment company with the Securities and Exchange Commission ("SEC") on January 29, 2004. (+) Served as a trustee, director and/or officer of one or more of the following companies, each of which had a direct or indirect advisory relationship with the Manager or its affiliates prior to January 31, 2005: State Street Research Financial Trust, State Street Research Income Trust, State Street Research Money Market Trust, State Street Research Institutional Funds, State Street Research Capital Trust, State Street Research Master Investment Trust, State Street Research Equity Trust, State Street Research Securities Trust and State Street Research Exchange Trust. (1) Previous positions during the past five years with the Fund, MetLife, the Manager, Zenith Fund, NELICO, New England Financial, New England Funds, L.P. or New England Securities Corporation are omitted if not materially different. (2) Each Director of the Fund also serves as trustee of Metropolitan Series Fund II ("Met Series Fund II"), a registered investment company advised by the Manager. Each officer of the Fund serves in the same position with Met Series Fund II, which consists of one portfolio. (3) The Fund Complex includes the Fund (37 portfolios), Met Series Fund II (1 portfolio), variable annuity separate accounts of The Travelers Insurance Company (6 accounts), mutual funds sponsored by the Travelers Insurance Company (5 funds) and CitiStreet Funds, Inc. (4 portfolios). 9 The term of office of each person elected as Director will be until the next annual meeting of shareholders and until his or her successor is elected and qualified. Each of the Nominees has agreed to serve as Director if elected. If any of the Nominees should be unavailable for election at the time of the Meeting (which is not presently anticipated), the persons named as proxy may vote for other persons in their discretion, or the Directors may vote to fix the number of Directors at fewer than nine. The Fund's Bylaws do not require the annual election of Directors. In accordance with the 1940 Act, (i) the Fund will hold a shareholders' meeting for the election of Directors at such time as less than a majority of the Directors holding office have been elected by shareholders, and (ii) if, as a result of a vacancy in the Board of Directors, less than two-thirds of the Directors holding office have been elected by the shareholders, that vacancy may only be filled by a vote of the shareholders. There were [six] meetings of the Board of Directors during 2005. All of the current directors attended at least 75% of the aggregate of (1) the total number of meetings of the Board and (2) the total number of meetings held by all committees of the Board on which they served. It is expected that the Board of Directors will generally meet at least four times each year. Committees of the Board of Directors ____________________________________ The Board of Directors of the Fund has a standing Nominating Committee, Audit Committee, Governance Committee and two Contract Review Committees. The Audit Committee met three times during 2005. Messrs. Garban, Ludes and Morton and Ms. Strumpf are the members of the Audit Committee, all of whom are Independent Directors. The Audit Committee reviews financial and accounting controls and procedures; recommends the selection of the independent registered public accounting firm; reviews the scope of the audit; reviews financial statements and audit reports; and reviews the independence of the independent registered public accounting firm and approves fees and assignments relating to both audit and non-audit activities of the independent registered public accounting firm. Ms. Strumpf currently serves as chair of the Audit Committee. Each Contract Review Committee met once during 2005, and there was also one Special Contract Review Committee meeting during 2005, attended by certain members of each of the Fund's standing Contract Review Committees. One standing Contract Review Committee consists of Messrs. Arnelle and Ludes and Ms. Strumpf, and Ms. Strumpf currently serves as its chair. The other standing Contract Review Committee consists of Ms. Hawthorne and Mr. Garban, and Mr. Garban currently serves as its chair. Each Contract Review Committee from time to time reviews and makes recommendations to the Board as to contracts that require approval of a majority of the Independent Directors, which are assigned to such Contract Review Committee by the Board, and any other contracts that may be referred to it by the Board. 10 The Governance Committee met three times during 2005. Messrs. Arnelle and Scott Morton and Ms. Hawthorne are members of the Governance Committee, and Mr. Scott Morton currently serves as its Chair. The Governance Committee reviews periodically Board governance practices, procedures and operations, the size and composition of the Board of Directors, Director compensation and other matters relating to the governance of the Fund. Nominating Committee Information ________________________________ The Nominating Committee did not meet in 2005, but met [two] times during 2006 prior to the date of this Proxy Statement. Messrs. Arnelle and Scott Morton and Ms. Hawthorne are members of the Nominating Committee, and Mr. Scott Morton currently serves as its chair. The Nominating Committee evaluates the qualifications of candidates for Independent Director positions and makes recommendations to the Independent Directors with respect to nominations for Independent Director membership on the Fund's Board. The Nominating Committee considers Independent Director candidates in connection with Board vacancies and newly created Board positions. The Nominating Committee will consider nominees for Independent Directors recommended by Contract Owners. The Board has adopted procedures that a Contract Owner must follow to properly submit a recommendation to the Nominating Committee. Recommendations must be in a writing submitted to the Fund's Secretary, c/o MetLife Advisers, LLC, 501 Boylston Street, Boston, MA 02116, and must include: (i) a statement in writing setting forth (A) the name, age, date of birth, business address, residence address and nationality of the person recommended by the Contract Owner (the "candidate"); (B) the number of units that relate to shares of each Portfolio (and class) of the Fund attributable to any annuity or life insurance contract of the candidate, as reported to such Contract Owner by the candidate; (C) any other information regarding the candidate called for with respect to director nominees by paragraphs (a), (d), (e) and (f) of Item 401 of Regulation S-K or paragraph (b) of Item 22 of Rule 14a-101 (Schedule 14A) under the Exchange Act; (D) any other information regarding the candidate that would be required to be disclosed if the candidate were a nominee in a proxy statement or other filing required to be made in connection with the election of Independent Directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder; and (E) information regarding the candidate that will be sufficient for the Fund to make a determination as to whether the candidate is or will be an "interested person" of the Fund (as defined in the 1940 Act); (ii) the written and signed consent of the candidate to be named as a nominee and to serve as an Independent Director if elected; (iii) the name of the recommending Contract Owner as it appears on the books of the relevant Insurance Company separate account; (iv) the number of units that relate to shares of each Portfolio (and class) of the Fund attributable to any annuity or life insurance contract of such recommending Contract Owner; and (v) a description of all arrangements or understandings between the recommending Contract Owner and the candidate and any other person or persons (including their names) pursuant to which the recommendation is being made by the recommending Contract Owner. In addition, the 11 Nominating Committee may require the candidate to furnish such other information as it may reasonably require or deem necessary to determine the eligibility of such candidate to serve on the Board or to satisfy applicable law. The Nominating Committee accepts recommendations on a continuous basis. Securities Ownership ____________________ At February 1, 2006, the Directors of the Fund as a group owned less than 1% of the outstanding shares of the Fund or any Portfolio. The following table states the dollar range of equity securities beneficially owned by the Nominees in the Portfolios of the Fund:
AGGREGATE DOLLAR RANGE OF EQUITY SECURITIES IN ALL PORTFOLIOS OVERSEEN OR TO BE OVERSEEN BY DIRECTOR OR NOMINEE IN DOLLAR RANGE OF FAMILY OF EQUITY SECURITIES IN INVESTMENT NAME OF NOMINEE EACH PORTFOLIO (A) COMPANY (B) - --------------- -------------------- ----------------- ARTHUR G. TYPERMASS Over $100,000 BlackRock Aggressive Growth Portfolio. Over $100,000 MetLife Stock Index Portfolio......... Over $100,000 FI International Stock Portfolio...... $10,001-$50,000 [Fixed Income]........................ $50,001-$100,000
- -------- (a)Represents ownership, as of February 1, 2006, of insurance products that utilize the Fund as an investment vehicle. Shares of the Fund may not be held directly by individuals. (b)The term "Family of Investment Companies" as used in this Proxy Statement includes each Portfolio in the Fund. The Independent Director Nominees and their immediate family members do not beneficially own any securities in an investment adviser or principal underwriter of the Fund, or a person (other than a registered investment company) directly or indirectly controlling, controlled by or under common control with an investment adviser or principal underwriter of the Fund, as of February 1, 2006. Director Compensation _____________________ The officers and Directors of the Fund who are officers or employees of the Manager, of any subadviser of the Fund or of MetLife receive no compensation from the Fund for their services in such capacities, although they may receive compensation from MetLife, the Manager or any affiliate for services rendered in those or other capacities. Each Director who is not currently an active employee of MetLife or its affiliates also serves as trustee and member of the same committees of Met Series Fund II and for serving in all capacities receives an aggregate retainer fee at the annual rate of $56,000, plus aggregate attendance fees of $6,000 for each Directors' meeting attended, aggregate attendance fees of $2,500 for each committee meeting attended (provided that, if the 12 Governance Committee and the Nominating Committee hold a joint meeting, each attendee receives $2,500 in aggregate for that meeting) and reimbursement for out-of pocket expenses related to such attendance. The chair of the Audit Committee, the chair of the Governance Committee and the Nominating Committee, and the chair of each of the Contract Review Committees each receives an aggregate fee of $2,500 for each full calendar year during which he/she serves as such chair. The Lead Independent Director of the Fund, Mr. Garban, who was appointed to such position on February 5, 2004, receives an additional aggregate annual retainer fee of $5,000. These fees are allocated among the Portfolios and the one portfolio of Met Series Fund II based on a formula that takes into account, among other factors, the net assets of each Portfolio and the portfolio of Met Series Fund II. The Fund provides no pension or retirement benefits to Directors. The following table sets forth information regarding compensation received by the Independent Directors of the Fund for the year ended December 31, 2005.
TOTAL PENSION OR COMPENSATION RETIREMENT FROM FUND AND AGGREGATE BENEFITS ACCRUED ESTIMATED ANNUAL FUND COMPLEX COMPENSATION AS PART OF FUND BENEFITS UPON PAID TO NAME OF DIRECTOR FROM FUND EXPENSES RETIREMENT DIRECTORS - ----------------------------- ------------ ---------------- ---------------- ------------- Linda B. Strumpf.............. Steve A. Garban............... H. Jesse Arnelle.............. Michael S. Scott Morton....... Arthur G. Typermass........... Nancy Hawthorne............... John T. Ludes.................
Shareholder Communication with the Board of Directors _____________________________________________________ The Fund has adopted procedures by which Contracts Owners may send communications to the Board. These communications should be sent to the attention of the Board, Metropolitan Series Fund, Inc., c/o Thomas M. Lenz, 501 Boylston Street, Boston, MA 02116. A communication must (i) be in writing and be signed by the Contract Owner, (ii) identify the specific Portfolio, if any, of the Fund to which it relates, and (iii) identify the numbers of units that relate to shares of a Portfolio of the Fund held by the Contract Owner. These procedures do not apply to (i) any communication from an officer or Director of the Fund, (ii) any communication from an employee or agent of the Fund, 13 unless such communication is made solely in such employee's or agent's capacity as a Contract Owner or (iii) any shareholder proposal submitted pursuant to Rule 14a-8 under the Exchange Act or any communication made in connection with such a proposal. See Appendix A. Director Indemnification ________________________ Pursuant to Maryland law and the Fund's Bylaws, the Fund shall indemnify or advance any expenses to current and former Directors and officers to the extent permitted or required by the Maryland General Corporation Law. Except as specifically required by the Maryland General Corporation Law, however, the Fund 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 in accordance with applicable law. No indemnification or advance payment is provided to protect any Director or officer of the Fund against any liability to the Fund 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. The Bylaws also provide that the Fund may not make an advance payment of legal expenses for the defense of a proceeding brought by the Fund or its security holders against a Director or officer of the Fund unless the Director or officer undertakes to repay the advance unless it is ultimately determined that he is entitled to indemnification and (i) he provides a security for his undertaking, (ii) the Fund shall be insured against losses arising by reason of any lawful advances or (iii) a majority of a quorum of Directors who are neither "interested persons" of the Fund nor parties to the proceeding, or an independent legal counsel in a written opinion, determines that there is reason to believe that the Director or officer will ultimately be found entitled to indemnification. Vote Required for this Proposal _______________________________ If you submit voting instructions that do not specify otherwise, the Insurance Companies will vote Fund shares for the election of the Nominees listed above. If any of said Nominees should be unable to serve, the Insurance Companies reserve full discretion to vote for another candidate or candidates. The election of the Directors of the Fund will be by a plurality of the votes cast (all Portfolios of the Fund voting together as a single class) at the Meeting in person or by proxy. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS OF THE FUND VOTE FOR EACH NOMINEE. II: APPROVAL OF AN AMENDMENT TO THE ADVISORY AGREEMENT BETWEEN THE FUND, ON BEHALF OF MFS TOTAL RETURN, AND THE MANAGER. 14 Introduction ____________ On December 13, 2005, the Board approved the proposed reorganization of the MFS Total Return Portfolio (the "Travelers Portfolio"), a series of The Travelers Series Trust (the "Trust"), into the Fund's MFS Total Return Portfolio (the "MFS Total Return Reorganization"). The Trust's Board of Trustees approved the MFS Total Return Reorganization on behalf of the Travelers Portfolio at a meeting held on November 10, 2005 and recommended that the MFS Total Return Reorganization be submitted to the Travelers Portfolio's shareholders for approval. MFS Total Return's shareholders are not required to approve the MFS Total Return Reorganization. If approved by the Travelers Portfolio's shareholders, the MFS Total Return Reorganization is expected to close on May 1, 2006. Massachusetts Financial Services Company (the "Subadviser"), subadviser to both MFS Total Return and the Travelers Portfolio, has informed the Fund that it is not willing to serve as subadviser to MFS Total Return at its current subadvisory fee schedule past May 1, 2006. In connection therewith and after negotiation with the Manager, the Subadviser informed the Fund that, should the MFS Total Return Reorganization be consummated and in light of the increase in assets of MFS Total Return that would result from such reorganization, it would be willing to continue to act as subadviser to MFS Total Return after May 1, 2006 at the new subadvisory fee rates shown in the table below (the "Subadvisory Fee Change").
CURRENT SUBADVISORY FEE PROPOSED SUBADVISORY FEE AFTER MAY 1, 2006 - -------------------------------------------- ------------------------------------------ SUBADVISORY FEE SUBADVISORY FEE (as a % of average (as a % of average ASSET LEVEL daily net assets) ASSET LEVEL daily net assets) - -------------------------- ------------------ ------------------------ ------------------ First $50 million 0.25% First $250 million 0.35% Excess over $50 million 0.20% Next $1 billion 0.30% Next $250 million 0.25% Excess over $1.5 billion 0.20%
In light of the Subadviser's intention to seek an increased subadvisory fee with respect to MFS Total Return and as discussed more fully below, the Manager has informed the Fund that, should the subadvisory fee schedule for MFS Total Return be increased as described above, the Manager would seek an increase in the advisory fee schedule for MFS Total Return after May 1, 2006 to the levels shown in the table below (the "Advisory Fee Change"). The Advisory Fee Change is designed to allow the Manager to continue to provide high-quality advisory services to MFS Total Return at a reasonable and competitive fee rate and to avoid penalizing the Manager should the Subadvisory Fee Change take effect, given that the Manager would then be compensating the Subadviser at the new subadvisory fee schedule discussed above, and reflects the fact that, because of economies of scale expected to be realized, should the MFS Total Return Reorganization be consummated, the total expense levels of MFS Total Return are expected to decrease by an amount equal to or greater than the advisory fee increase, although no assurances can be given that such expense decrease will result. 15
CURRENT ADVISORY FEE PROPOSED ADVISORY FEE AFTER MAY 1, 2006 ----------------------------- ------------------------------------------ ADVISORY FEE ADVISORY FEE (as a % of average (as a % of average ASSET LEVEL daily net assets) ASSET LEVEL daily net assets) ----------- ------------------ ------------------------ ------------------ All Assets 0.50% First $250 million 0.60% Next $500 million 0.55% Excess over $750 million 0.50%
As more fully discussed below, at meetings held on November 3, 2005 and February 1, 2006, as the case may be, and after careful consideration, the Board of Directors, including a majority of the Independent Directors, decided to approve the Subadvisory Fee Change and Advisory Fee Change. The Advisory Fee Change would be accomplished by amending the Advisory Agreement to reflect the new advisory fee schedule for MFS Total Return (as amended, the "Amended Advisory Agreement"). Accordingly, pursuant to the Proposal, the Directors are proposing that the shareholders of MFS Total Return approve the Amended Advisory Agreement at the Meeting. Both the Subadvisory Fee Change and proposed Advisory Fee Change are contingent on the consummation of the MFS Total Return Reorganization. Reasons for the Advisory Fee Change ___________________________________ As noted above, the Advisory Fee Change was precipitated by the Subadviser's request for the Subadvisory Fee Change. In connection with its request for the Subadvisory Fee Change, the Subadviser noted that the current subadvisory fee schedule for MFS Total Return is below market levels, and that, in order to allow the Subadviser to continue to manage the day-to-day portfolio management affairs of MFS Total Return, retain and attract highly qualified investment professionals and offer a high level of service to shareholders, its subadvisory fee schedule would need to be increased. The Directors, desiring to retain the Subadviser as subadviser to MFS Total Return after May 1, 2006 and having noted that MFS Total Return's current subadvisory fee schedule is below market levels, agreed to the Subadvisory Fee Change, contingent upon the consummation of the MFS Total Return Reorganization. Because the Subadvisory Fee Change will increase the amount the Manager must pay the Subadviser, the Manager is seeking the Advisory Fee Change. For the reasons discussed below, the Directors determined at their November 3, 2005 meeting that it would be in the best interests of MFS Total Return and its shareholders to approve the Advisory Fee Change as reflected in the proposed Amended Advisory Agreement. In approving the Amended Advisory Agreement, the Directors considered a wide range of information of the type they regularly consider when determining whether to 16 continue the Fund's advisory or subadvisory agreements in effect from year to year. In coming to this decision, the Directors also considered information about, and concluded they were satisfied with, the following, among other things: . that, in order to retain the Subadviser as subadviser to MFS Total Return following the consummation of the MFS Total Return Reorganization, the Subadvisory Fee Change was necessary and that, in order to avoid penalizing the Manager for such increase, the advisory fee should be adjusted as reflected by the Amended Advisory Agreement; . that the advisory and subadvisory fee schedules under MFS Total Return's current Advisory Agreement and subadvisory agreement are below market levels; . that, following the MFS Total Return Reorganization, total expenses for MFS Total Return are expected to decrease by a greater amount than the Portfolio's proposed advisory fee increase, though no assurances can be given that any such expense decrease will in fact be realized; . that the Advisory Fee Change would enable the Manager to continue to provide high-quality advisory services to MFS Total Return at a reasonable and competitive fee rate; and . that, other than with respect to the Advisory Fee Change, the Amended Advisory Agreement is identical to the current Advisory Agreement. In determining to approve the Amended Advisory Agreement, the Directors also considered other information that they believed relevant, including information about the Manager's organizational structure and financial condition. It was also noted that the proposed advisory fee rates under the Amended Advisory Agreement contain breakpoints and, accordingly, reflect the potential to share economies of scale. The Board of Directors also concluded that the Advisory Fee Change would be, on balance, more favorable for MFS Total Return's shareholders than the alternative of replacing the Subadviser with some other subadviser that might be willing to serve as subadviser at MFS Total Return's current subadvisory fee rate. After engaging in the review process, and carefully considering the information summarized above, the Directors unanimously voted to approve, and to recommend that MFS Total Return's shareholders vote to approve, the Amended Advisory Agreement. Description of the Current Advisory Agreement _____________________________________________ The Manager currently serves as investment adviser to MFS Total Return pursuant to the Advisory Agreement, which is dated May 1, 2003 and is between the Fund, on behalf of MFS Total Return, and the Manager. The Advisory Agreement was entered into in connection with the reorganization of MFS Total Return from a series of the Zenith fund into a series of the Fund, which was approved by the shareholders of such 17 Zenith Fund series at a special meeting held on April 25, 2003. The Directors most recently approved the renewal of the Advisory Agreement at a meeting held on November 3, 2005. The Advisory Agreement provides that the Manager will, subject to its rights to delegate certain responsibilities to another party or parties, provide the Portfolio both portfolio management services and administrative services, although the Manager has delegated its portfolio management responsibilities for MFS Total Return to the Subadviser. Pursuant to the Advisory Agreement, the Manager furnishes or pays the expenses of MFS Total Return for office space, facilities and equipment, services of executive and other personnel of MFS Total Return and certain administrative services. Currently, pursuant to the Advisory Agreement, the Fund pays the Manager compensation at the annual rate of 0.50% of average net assets. Description of the Amended Advisory Agreement _____________________________________________ The Board of Directors has approved, and proposes that shareholders of MFS Total Return approve, the Amended Advisory Agreement, which would affect the Advisory Fee Change discussed above. Other than with respect to the Advisory Fee Change, the Amended Advisory Agreement would be identical to the current Advisory Agreement. The Amended Advisory Agreement is attached to this Proxy Statement as Appendix B. Comparison of the Advisory Agreement and Amended Advisory Agreement ___________________________________________________________________ As stated above, other than with respect to the Advisory Fee Change, the Amended Advisory Agreement would be identical to the current Advisory Agreement. The table below compares the annual operating expenses under the current advisory fee schedule for the year ended December 31, 2005 to the estimated annual operating expenses under the proposed advisory fee schedule if the Advisory Fee Change had been in effect for the year ended December 31, 2005. The table assumes that the MFS Reorganization was consummated on December 31, 2004 and that, based on the combined assets of MFS Total Return and the Travelers Portfolio of approximately [$1.8 billion], as of [September 30, 2005], the weighted average advisory fee of MFS Total Return under the proposed advisory fee schedule would be [ ]%. THE TABLE DOES NOT REFLECT ANY FEES, EXPENSES AND WITHDRAWAL CHARGES IMPOSED BY THE CONTRACTS FOR WHICH MFS TOTAL RETURN SERVES AS AN INVESTMENT VEHICLE. IF THOSE FEES AND EXPENSES HAD BEEN INCLUDED, YOUR COSTS WOULD BE HIGHER. 18 Annual Portfolio Operating Expenses (expenses that are deducted from MFS Total Return assets)
Class A Class B Class E Class F* ------------- ------------ ------------ -------- Pro Pro Pro Pro Current Forma Current Forma Current Forma Forma ------- ----- ------- ----- ------- ----- -------- Management Fees......................... 0.50% % 0.50% % 0.50% % % Distribution and Service (12b-1) Fees... None None 0.25% 0.25% 0.15% 0.15% 0.20% Other Expenses**........................ % % % % % % % Total Annual Fund....................... Operating Expenses**.................... % % % % % % %
- -------- * In connection with the Reorganization, MFS Total Return will issue Class F shares to shareholders of the Travelers Portfolio. ** MFS Total Return directed certain portfolio trades to brokers who paid a portion of the Portfolio's expenses. The expense information for MFS Total Return does not reflect this reduction in expenses. If this reduction were shown, MFS Total Return's Total Annual Operating Expenses would have been ____% for Class A shares, ____% for Class B shares and ____% for Class E shares. The tables below show examples of the total expenses you would pay on a $10,000 investment over one-, three-, five- and ten-year periods. The tables are intended to help you compare the cost of investing in MFS Total Return under the current advisory fee schedule versus investing in MFS Total Return under the proposed advisory fee schedule. The examples assume a 5% average annual return, that you redeem all of your shares at the end of each time period and that you reinvest all of your dividends. The following tables also assume that total annual operating expenses remain the same. THE EXAMPLES ARE FOR ILLUSTRATION ONLY, AND YOUR ACTUAL COSTS MAY BE HIGHER OR LOWER. THE EXAMPLES DO NOT REFLECT ANY FEES, EXPENSES OR WITHDRAWAL CHARGES IMPOSED BY THE CONTRACTS FOR WHICH MFS TOTAL RETURN SERVES AS AN INVESTMENT VEHICLE. IF THOSE FEES AND EXPENSES HAD BEEN INCLUDED, YOUR COSTS WOULD BE HIGHER. Examples of Portfolio Expenses ______________________________
(CURRENT) ---------------------------------------------------------------------------- One Year Three Years Five Years Ten Years -------- ----------- ---------- --------- Class A............................ $ $ $ $ Class B............................ $ $ $ $ Class E............................ $ $ $ $ (PRO FORMA) ---------------------------------------------------------------------------- One Year Three Years Five Years Ten Years -------- ----------- ---------- --------- Class A............................ $ $ $ $ Class B............................ $ $ $ $ Class E............................ $ $ $ $ Class F*........................... $ $ $ $
- -------- * In connection with the Reorganization, MFS Total Return will issue Class F shares to shareholders of the Travelers Portfolio. 19 The aggregate amount of the Manager's advisory fee during the year ended December 31, 2005 was [ ]. If the proposed advisory fee schedule had been in effect during the year ended December 31, 2005, and if the MFS Total Return Reorganization had taken place as of December 31, 2004, the aggregate amount of the Manager's advisory fee would have been [ ]. The difference between these amounts is [ ]. Additional Information ______________________ Certain Interested Directors and officers of the Fund may be owners of shares of MetLife or its affiliates, and consequently, if MFS Total Return's shareholders approve the Amended Advisory Agreement, such officers and Directors may stand to benefit from such change. The information set forth in this Proxy Statement concerning the Subadvisory Fee Change and Advisory Fee Change has been provided to the Fund by MetLife. Shareholder Voting Regarding the Amendment to the Advisory Agreement ____________________________________________________________________ The vote required to approve the Amended Advisory Agreement is the lesser of (i) 67% of the shares of MFS Total Return that are present at the Meeting, if the holders of more than 50% of the shares of such Portfolio outstanding as of the Record Date are present or represented by proxy at the Meeting, or (ii) more than 50% of the shares of MFS Total Return outstanding on the Record Date. If the required vote is not obtained for MFS Total Return, the Directors will consider what other actions to take in the best interests of MFS Total Return. Actions considered might include replacement of the Subadviser with a different subadviser. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS OF MFS TOTAL RETURN VOTE FOR THE AMENDMENT TO THE ADVISORY AGREEMENT. III: APPROVAL OF CHANGES TO CERTAIN PORTFOLIOS' FUNDAMENTAL INVESTMENT RESTRICTIONS The 1940 Act requires a registered investment company, such as each Portfolio, to have "fundamental" investment restrictions governing certain of its investment practices. An investment restriction is "fundamental" if it can be changed only with the approval of a majority of the outstanding voting securities of the investment company. Investment companies may also voluntarily designate restrictions relating to other investment practices as fundamental. 20 Certain portfolios of the Fund were previously series of the Zenith Fund (the "Zenith Fund Portfolios"). The other portfolios of the Fund have always been series of the Fund (the "Met Series Fund Portfolios"). The proposals to change or eliminate fundamental and non-fundamental investment restrictions relate only to certain Met Series Fund Portfolios. The affected Met Series Fund Portfolios are the BlackRock Aggressive Growth Portfolio, BlackRock Diversified Portfolio, BlackRock Investment Trust Portfolio, BlackRock Large Cap Value Portfolio, BlackRock Strategic Value Portfolio, FI International Stock Portfolio, FI Mid Cap Opportunities Portfolio, Franklin Templeton Small Cap Growth Portfolio, Harris Oakmark Large Cap Value Portfolio, Lehman Brothers Aggregate Bond Index Portfolio, MetLife Mid Cap Stock Index Portfolio, MetLife Stock Index Portfolio, Morgan Stanley EAFE Index Portfolio, Neuberger Berman Mid Cap Value Portfolio, Oppenheimer Global Equity Portfolio, Russell 2000 Index Portfolio, T. Rowe Price Large Cap Growth Portfolio and T. Rowe Price Small Cap Growth Portfolio. Certain of the Met Series Fund Portfolios' fundamental investment restrictions are not required by the 1940 Act and were adopted over the years in response to regulatory, business or industry requirements or conditions that are no longer in effect. Also, certain of these fundamental investment restrictions were originally adopted based on those applicable to certain retail funds advised or subadvised by the Met Series Fund Portfolios' then-current subadvisers. As many of these Portfolios have changed subadviser since the time that their fundamental investment restrictions were drafted, certain of these restrictions may no longer be relevant or desirable. In addition, many of the Met Series Fund Portfolios' fundamental investment restrictions relating to the same activity are not consistent with one another or those of the Zenith Fund Portfolios. These inconsistencies could cause difficulty in monitoring compliance among the Portfolios. The Board of Directors reviewed each Portfolio's fundamental investment restrictions and is proposing to eliminate those fundamental investment restrictions that are not required by the 1940 Act and to simplify, modernize (in light of current regulatory requirements) and make more consistent those fundamental investment restrictions that are required. In certain instances, it is proposed that fundamental investment restrictions be revised to permit flexibility to the extent permitted by the 1940 Act, rules adopted under the 1940 Act or applicable interpretations of the SEC or its staff. The Directors believe that the proposed changes will enhance the ability of the Manager and the subadvisers of the affected Met Series Fund Portfolios to manage such Portfolios' assets. In addition, the Directors believe that the proposed changes will simplify the process of monitoring the Portfolios' compliance with their investment restrictions. Although it is proposed that fundamental investment restrictions relating to certain investment practices be eliminated or revised to permit flexibility, in many cases a Portfolio will continue to be subject to formal, written restrictions on those investment practices. However, these investment restrictions will not be fundamental and, to the extent permitted by applicable law, may be changed by the Board of Directors without shareholder approval. The actual investment strategies and practices of the Met Series Fund Portfolios are not currently expected to change as a result of the proposed changes 21 to the fundamental investment restrictions, although, with the approval of the Board of Directors, the Manager or subadvisers may change those strategies and practices in the future. The proposed elimination of or revisions to certain of the fundamental investment restrictions of the Met Series Fund Portfolios are discussed below. The following summaries of the relevant Portfolios' current fundamental investment restrictions are qualified by reference to the actual text of the restrictions set forth in Appendix C. The table in Appendix C sets out in the left hand column the current fundamental investment restrictions of each affected Met Series Fund Portfolio that are proposed to be eliminated or changed in this Proxy Statement and, if applicable, the proposed change to each such restriction in the right hand column. PROPOSALS _________ III-A. REVISE FUNDAMENTAL INVESTMENT RESTRICTIONS RELATING TO BORROWING. AFFECTED PORTFOLIOS: BLACKROCK AGGRESSIVE GROWTH, BLACKROCK DIVERSIFIED, BLACKROCK INVESTMENT TRUST, BLACKROCK LARGE CAP VALUE, BLACKROCK STRATEGIC VALUE, FI INTERNATIONAL STOCK, FI MID CAP OPPORTUNITIES, FRANKLIN TEMPLETON SMALL CAP GROWTH, HARRIS OAKMARK LARGE CAP VALUE, LEHMAN BROTHERS AGGREGATE BOND INDEX, METLIFE MID CAP STOCK INDEX, METLIFE STOCK INDEX, MORGAN STANLEY EAFE INDEX, NEUBERGER BERMAN MID CAP VALUE, OPPENHEIMER GLOBAL EQUITY, RUSSELL 2000 INDEX, T. ROWE PRICE LARGE CAP GROWTH AND T. ROWE PRICE SMALL CAP GROWTH. If this Proposal is approved, the fundamental investment restrictions of the affected Portfolios relating to borrowing will be revised. The proposed revised fundamental investment restriction is set forth below: The Portfolio may not borrow money, except to the extent permitted by applicable law, regulation or order. The Directors are proposing that the affected Portfolios' fundamental investment restrictions on borrowing be liberalized to allow the affected Portfolios to borrow money to the maximum extent permitted by law. The Directors believe that having a standard fundamental policy relating to borrowing for all Portfolios will simplify compliance monitoring, facilitate standard borrowing arrangements for the Portfolios and provide maximum investment flexibility as permitted under the 1940 Act. The 1940 Act generally prohibits a fund from borrowing unless the fund borrows from a bank and maintains continuous asset coverage (that is, total assets including borrowings, less liabilities exclusive of borrowings) of 300% of the amount borrowed. Certain trading practices, such as reverse repurchase agreements, may constitute a borrowing and may be subject to the 1940 Act restrictions on borrowings. 22 If this Proposal is approved, the affected Portfolios may be allowed to borrow in situations and under circumstances in which they were previously not allowed to borrow. Borrowing may cause the value of a Portfolio's shares to be more volatile than if the Portfolio did not borrow. This is because borrowing tends to exaggerate the effect of any increase or decrease in the value of a Portfolio's securities. III-B. REVISE FUNDAMENTAL INVESTMENT RESTRICTIONS RELATING TO UNDERWRITING OF SECURITIES. AFFECTED PORTFOLIOS: BLACKROCK AGGRESSIVE GROWTH, BLACKROCK DIVERSIFIED, BLACKROCK INVESTMENT TRUST, BLACKROCK LARGE CAP VALUE, BLACKROCK STRATEGIC VALUE, FI INTERNATIONAL STOCK, FI MID CAP OPPORTUNITIES, FRANKLIN TEMPLETON SMALL CAP GROWTH, HARRIS OAKMARK LARGE CAP VALUE, LEHMAN BROTHERS AGGREGATE BOND INDEX, METLIFE MID CAP STOCK INDEX, METLIFE STOCK INDEX, MORGAN STANLEY EAFE INDEX, NEUBERGER BERMAN MID CAP VALUE, OPPENHEIMER GLOBAL EQUITY, RUSSELL 2000 INDEX, T. ROWE PRICE LARGE CAP GROWTH AND T. ROWE PRICE SMALL CAP GROWTH. If this Proposal is approved, the fundamental investment restriction of the affected Portfolios relating to the underwriting of securities issued by others will be revised. The affected Portfolios will become subject to the following revised fundamental investment restriction: The Portfolio may not underwrite securities issued by other persons except to the extent that, in connection with the disposition of its portfolio investments, it may be deemed to be an underwriter under certain federal securities laws. The primary purpose of this Proposal is to eliminate minor differences in the wording of the affected Portfolios' current fundamental investment restriction on underwriting securities to achieve consistency with the fundamental investment restrictions of other Portfolios of the Fund. III-C. REVISE FUNDAMENTAL INVESTMENT RESTRICTIONS RELATING TO THE ISSUANCE OF SENIOR SECURITIES. AFFECTED PORTFOLIOS: BLACKROCK AGGRESSIVE GROWTH, BLACKROCK DIVERSIFIED, BLACKROCK INVESTMENT TRUST, BLACKROCK LARGE CAP VALUE, BLACKROCK STRATEGIC VALUE, FI INTERNATIONAL STOCK, FI MID CAP OPPORTUNITIES, FRANKLIN TEMPLETON SMALL CAP GROWTH, HARRIS OAKMARK LARGE CAP VALUE, LEHMAN BROTHERS AGGREGATE BOND INDEX, METLIFE MID CAP STOCK INDEX, METLIFE STOCK INDEX, MORGAN STANLEY EAFE INDEX, NEUBERGER BERMAN MID CAP VALUE, OPPENHEIMER GLOBAL EQUITY, RUSSELL 2000 INDEX, T. ROWE PRICE LARGE CAP GROWTH AND T. ROWE PRICE SMALL CAP GROWTH. 23 If this Proposal is approved, the fundamental investment restrictions of each affected Portfolio relating to the issuance of senior securities will be revised. Each affected Portfolio will become subject to the following fundamental investment restriction: The Portfolio may not issue senior securities except to the extent permitted by applicable law, regulation or order. For purposes of this restriction, collateral arrangements with respect to any type of swap, option, forward contract or futures contract and collateral arrangements with respect to initial and variation margin would not be deemed to involve the issuance of a senior security. The 1940 Act imposes limitations on an open-end investment company's ability to issue senior securities. The term "senior security," which is defined in the 1940 Act, generally means any security evidencing indebtedness of an investment company (for example, a bond or note) or any class of shares of an investment company having priority over any other class as to the investment company's assets or earnings. The SEC staff permits investment companies to engage in certain trading practices that may be considered to involve the issuance of senior securities (for example, short sales, reverse repurchase agreements, futures contracts) provided that certain conditions are satisfied. Under the proposed investment restriction, the affected Portfolios would be permitted to engage in transactions that could be deemed to involve the issuance of senior securities only in accordance with applicable regulatory requirements under the 1940 Act. The proposed investment restriction is intended to simplify and standardize the language of the Portfolios' policies concerning the issuance of senior securities, and to permit each affected Portfolio to take full advantage of all investment flexibility permitted under applicable law. A borrowing by a Portfolio would involve the issuance of senior securities. Borrowing may cause the value of a Portfolio's shares to be more volatile than if the Portfolio did not borrow. This is because borrowing tends to exaggerate the effect of any increase or decrease in the value of a Portfolio's securities. III-D. ELIMINATE FUNDAMENTAL INVESTMENT RESTRICTIONS RELATING TO OPTIONS. AFFECTED PORTFOLIOS: BLACKROCK AGGRESSIVE GROWTH, BLACKROCK DIVERSIFIED, BLACKROCK INVESTMENT TRUST, BLACKROCK LARGE CAP VALUE, BLACKROCK STRATEGIC VALUE, FI INTERNATIONAL STOCK, FI MID CAP OPPORTUNITIES, FRANKLIN TEMPLETON SMALL CAP GROWTH, HARRIS OAKMARK LARGE CAP VALUE, LEHMAN BROTHERS AGGREGATE BOND INDEX, METLIFE MID CAP STOCK INDEX, METLIFE STOCK INDEX, MORGAN STANLEY EAFE INDEX, NEUBERGER BERMAN MID CAP VALUE, OPPENHEIMER GLOBAL EQUITY, RUSSELL 2000 INDEX, T. ROWE PRICE LARGE CAP GROWTH AND T. ROWE PRICE SMALL CAP GROWTH. 24 If this Proposal is approved, the fundamental investment restrictions of each affected Portfolio relating to options will be eliminated. This fundamental investment restriction has not been adopted by other Portfolios of the Fund and is not required by law. The Board believes that eliminating this investment restriction will provide the affected Portfolios greater investment flexibility. III-E. REVISE FUNDAMENTAL INVESTMENT RESTRICTIONS RELATING TO MAKING LOANS. AFFECTED PORTFOLIOS: BLACKROCK AGGRESSIVE GROWTH, BLACKROCK DIVERSIFIED, BLACKROCK INVESTMENT TRUST, BLACKROCK LARGE CAP VALUE, BLACKROCK STRATEGIC VALUE, FI INTERNATIONAL STOCK, FI MID CAP OPPORTUNITIES, FRANKLIN TEMPLETON SMALL CAP GROWTH, HARRIS OAKMARK LARGE CAP VALUE, LEHMAN BROTHERS AGGREGATE BOND INDEX, METLIFE MID CAP STOCK INDEX, METLIFE STOCK INDEX, MORGAN STANLEY EAFE INDEX, NEUBERGER BERMAN MID CAP VALUE, OPPENHEIMER GLOBAL EQUITY, RUSSELL 2000 INDEX, T. ROWE PRICE LARGE CAP GROWTH AND T. ROWE PRICE SMALL CAP GROWTH. If this Proposal is approved, the fundamental investment restriction of each affected Portfolio relating to making loans will be revised. The proposed revised fundamental restriction is set forth below: The Portfolio may not make loans, except by purchasing debt obligations in which the Portfolio may invest consistent with its investment policies, by entering into repurchase agreements, by lending its portfolio securities, or as otherwise permitted by applicable law, regulation or order. The Directors are proposing this revision in order to simplify and standardize the language of the restriction for each affected Portfolio and to give the affected Portfolios more flexibility to maximize lending capabilities. If this Proposal is approved, each affected Portfolio will be able to lend its portfolio securities to the maximum extent permitted by law. The Directors believe that the proposed revision will provide the affected Portfolios with greater ability to respond more effectively to regulatory, industry and market developments and to increase income from securities lending. For the purpose of achieving income, a Portfolio may lend its portfolio securities to brokers, dealers and other financial institutions provided a number of conditions are satisfied, including that the loan is fully collateralized. When a Portfolio lends portfolio securities, its investment performance will continue to reflect changes in the value of the securities loaned, and the Portfolio will also receive a fee or interest on the collateral. Securities lending involves the risk of loss of rights in the collateral or delay in recovery of the collateral if the borrower fails to return the security loaned or becomes insolvent. A Portfolio may pay lending fees to the party arranging the loan. 25 III-F. REVISE FUNDAMENTAL INVESTMENT RESTRICTIONS RELATING TO REAL ESTATE. AFFECTED PORTFOLIOS: BLACKROCK AGGRESSIVE GROWTH, BLACKROCK DIVERSIFIED, BLACKROCK INVESTMENT TRUST, BLACKROCK LARGE CAP VALUE, BLACKROCK STRATEGIC VALUE, FI INTERNATIONAL STOCK, FI MID CAP OPPORTUNITIES, FRANKLIN TEMPLETON SMALL CAP GROWTH, HARRIS OAKMARK LARGE CAP VALUE, LEHMAN BROTHERS AGGREGATE BOND INDEX, METLIFE MID CAP STOCK INDEX, METLIFE STOCK INDEX, MORGAN STANLEY EAFE INDEX, NEUBERGER BERMAN MID CAP VALUE, OPPENHEIMER GLOBAL EQUITY, RUSSELL 2000 INDEX, T. ROWE PRICE LARGE CAP GROWTH AND T. ROWE PRICE SMALL CAP GROWTH. If this Proposal is approved, the fundamental investment restriction of each affected Portfolio relating to real estate will be revised. The proposed revised fundamental restriction is set forth below: The Portfolio may not purchase or sell real estate, except that, consistent with its investment policies, the Portfolio may purchase securities of issuers which deal in real estate, securities which are secured by interests in real estate, and securities which represent interests in real estate, and it may acquire and dispose of real estate or interests in real estate acquired through the exercise of its rights as a holder of debt obligations secured by real estate or interests therein. The Directors are proposing this revision in order to simplify and standardize the language of the restriction for each affected Portfolio. The Directors believe that the revision of this fundamental investment restriction will give each affected Portfolio additional investment flexibility for purposes of pursuing its investment objective. III-G. REVISE FUNDAMENTAL INVESTMENT RESTRICTIONS RELATING TO INDUSTRY CONCENTRATION. AFFECTED PORTFOLIOS: BLACKROCK AGGRESSIVE GROWTH, BLACKROCK DIVERSIFIED, BLACKROCK INVESTMENT TRUST, BLACKROCK LARGE CAP VALUE, BLACKROCK STRATEGIC VALUE, FI INTERNATIONAL STOCK, FI MID CAP OPPORTUNITIES, FRANKLIN TEMPLETON SMALL CAP GROWTH, HARRIS OAKMARK LARGE CAP VALUE, LEHMAN BROTHERS AGGREGATE BOND INDEX, METLIFE MID CAP STOCK INDEX, METLIFE STOCK INDEX, MORGAN STANLEY EAFE INDEX, NEUBERGER BERMAN MID CAP VALUE, OPPENHEIMER GLOBAL EQUITY, RUSSELL 2000 INDEX, T. ROWE PRICE LARGE CAP GROWTH AND T. ROWE PRICE SMALL CAP GROWTH. If this Proposal is approved, the fundamental investment restrictions of each affected Portfolio relating to industry concentration will be revised. The proposed revised fundamental restriction is set forth below. The Portfolio may not purchase securities (other than (i) securities issued or guaranteed by the U.S. government, its agencies or instrumentalities, (ii) securities of a registered investment company, and (iii) in the case of 26 BlackRock Money Market, bank instruments issued by domestic banks and U.S. branches of foreign banks) if, as a result of such purchase, more than 25% of the total assets of the Portfolio (as of the time of investment) would be invested in any one industry, except to the extent permitted by applicable law, regulation or order. The primary purpose of this Proposal is to eliminate differences in the wording of the affected Portfolios' current fundamental investment restriction on industry concentration to achieve consistency with the fundamental investment restrictions of other Portfolios of the Fund. III-H. ELIMINATE FUNDAMENTAL INVESTMENT RESTRICTIONS RELATING TO FOREIGN SECURITIES. AFFECTED PORTFOLIOS: BLACKROCK AGGRESSIVE GROWTH, BLACKROCK DIVERSIFIED, BLACKROCK INVESTMENT TRUST, FI MID CAP OPPORTUNITIES, FRANKLIN TEMPLETON SMALL CAP GROWTH, HARRIS OAKMARK LARGE CAP VALUE, METLIFE MID CAP STOCK INDEX, METLIFE STOCK INDEX, NEUBERGER BERMAN MID CAP VALUE, RUSSELL 2000 INDEX, T. ROWE PRICE LARGE CAP GROWTH AND T. ROWE PRICE SMALL CAP GROWTH. Each affected Portfolio has a fundamental investment restriction that limits its investment in foreign securities. The Directors recommend that this investment restriction be eliminated. This restriction has not been adopted by other Portfolios of the Fund, and the 1940 Act does not require that a mutual fund have a fundamental restriction regarding investments in foreign securities. The Directors believe that the elimination of this fundamental investment restriction will give each affected Portfolio additional investment flexibility for purposes of pursuing its investment objective. Certain of the affected Portfolios may be subject to other restrictions, which are not fundamental, relating to investment in foreign securities. A Portfolio that invests in foreign securities may experience more rapid and extreme changes in value than Portfolios that invest exclusively in securities of U.S. issuers or securities that trade exclusively in U.S. markets. The securities markets of many foreign countries are relatively small, with a limited number of companies representing a small number of industries. Additionally, issuers of foreign securities are usually not subject to the same degree of regulation as U.S. issuers. Reporting, accounting and auditing standards of foreign countries differ, in some cases significantly, from U.S. issuer standards. Also, nationalization, expropriation or confiscatory taxation, currency blockage and market disruption, political changes, security suspensions or diplomatic developments could adversely affect a Portfolio's investments in a foreign security. 27 III-I. REVISE FUNDAMENTAL INVESTMENT RESTRICTIONS RELATING TO COMMODITIES. AFFECTED PORTFOLIOS: BLACKROCK AGGRESSIVE GROWTH, BLACKROCK DIVERSIFIED, BLACKROCK INVESTMENT TRUST, BLACKROCK LARGE CAP VALUE, BLACKROCK STRATEGIC VALUE, FI INTERNATIONAL STOCK, FI MID CAP OPPORTUNITIES, FRANKLIN TEMPLETON SMALL CAP GROWTH, HARRIS OAKMARK LARGE CAP VALUE, LEHMAN BROTHERS AGGREGATE BOND INDEX, METLIFE MID CAP STOCK INDEX, METLIFE STOCK INDEX, MORGAN STANLEY EAFE INDEX, NEUBERGER BERMAN MID CAP VALUE, OPPENHEIMER GLOBAL EQUITY, RUSSELL 2000 INDEX, T. ROWE PRICE LARGE CAP GROWTH AND T. ROWE PRICE SMALL CAP GROWTH. If this Proposal is approved, the fundamental investment restriction of each affected Portfolio relating to investments in commodities will be revised as set forth below: The Portfolio may not purchase or sell commodities or commodity contracts, except that, consistent with its investment policies, the Portfolio may purchase and sell financial futures contracts and options and may enter into swap agreements, foreign exchange contracts and other financial transactions not requiring the delivery of physical commodities. This proposed revised investment restriction is intended to simplify and standardize the language of the affected Portfolio's policies concerning commodities. In particular, the revised investment restriction makes clear that the Portfolios may use various financial instruments (for example, futures contracts) that may constitute commodities under the Commodity Exchange Act, but which do not require the delivery of physical commodities. A Portfolio's use of derivative instruments, such as options contracts, futures contracts, options on futures contracts and swap agreements, involves risks different from, or greater than, the risks associated with investing directly in securities and other more traditional investments. The use of a derivative instrument involves the risk that a loss may be sustained as a result of the failure of another party to the contract to make required payments or otherwise comply with the contract's terms. Liquidity risk exists when a particular derivative instrument is difficult to purchase or sell. If a derivative transaction is particularly large or if the relevant market is illiquid, it may not be possible to initiate a transaction or liquidate a position at an advantageous time or price. Because many derivatives have a leverage component, adverse changes in the value or level of the underlying asset, reference rate or index can result in a loss substantially greater than the amount invested in the derivative itself. Shareholder Voting Regarding Proposal to Change Fundamental Investment ______________________________________________________________________ Restrictions ____________ Each Met Series Fund Portfolio will vote separately from each other Met Series Fund Portfolio with respect to its fundamental investment restrictions. In addition, each proposed elimination of or change to a Met Series Fund Portfolio's fundamental investment restrictions will be voted on separately from the other changes or eliminations proposed for that Portfolio. No Proposal to eliminate or change a fundamental investment restriction is contingent upon the approval of any other such Proposal. Therefore, it may be the case that some of a Met Series Fund Portfolio's fundamental investment restrictions will be changed or eliminated as proposed and others will not. 28 For each Met Series Fund Portfolio, the required vote for approval of the proposed elimination of or revisions to its fundamental investment restrictions is the lesser of (1) 67% of the shares of the Portfolio represented at the Meeting, or (2) more than 50% of the outstanding shares of that Portfolio. If the required approval of a change to a fundamental investment restriction is not obtained for a Met Series Fund Portfolio, that Portfolio's existing restriction will continue in effect, and the Directors will consider such alternative actions as may be in the best interests of the Portfolio. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS OF EACH MET SERIES FUND PORTFOLIO VOTE FOR EACH PROPOSED ELIMINATION OR CHANGE TO THE PORTFOLIO'S FUNDAMENTAL INVESTMENT RESTRICTIONS AS SET FORTH IN THIS PROPOSAL III. IV. GENERAL INFORMATION This section provides certain information about the Fund, including information about the Manager, the Fund's principal underwriter, independent registered public accounting firm and executive officers and the identity of persons, if any, holding more than 5% of the outstanding shares of any class of any Portfolio. Manager _______ The Manager is a Delaware limited liability company. NELICO owns all of the voting interests in the Manager. NELICO is a wholly owned subsidiary of MetLife, which in turn is a wholly owned subsidiary of MetLife, Inc., a publicly traded company. The members of the Manager include each Insurance Company the separate accounts of which invest in registered investment companies to which the Manager serves as investment adviser. The Chairman of the Board and President of the Manager is Hugh C. McHaffie. Mr. McHaffie and John F. Guthrie, Jr. are the members of the Manager's Board of Managers. Mr. McHaffie is the Chairman of the Board, President and Chief Executive Officer of the Fund, and his principal occupation is Senior Vice President of MetLife. Mr. Guthrie is a Senior Vice President of the Fund, and his principal occupations [are] Vice President of [MetLife and] NELICO. The address of the Manager, NELICO, Mr. McHaffie and Mr. Guthrie is 501 Boylston Street, Boston, Massachusetts 02116. The address of MetLife and MetLife, Inc. is [200 Park Avenue, New York, New York 10166]. While the Manager provides administrative services to the Fund in its role as investment adviser thereto, the Fund does not employ a separate administrator. 29 Principal Underwriter _____________________ MetLife is the Fund's principal underwriter. Independent Registered Public Accounting Firm _____________________________________________ Deloitte & Touche LLP (the "Independent Registered Public Accounting Firm"), 200 Berkeley Street, Boston, Massachusetts 02166, serves as the independent registered public accounting firm for the Portfolios. Deloitte & Touche LLP provides audit services, tax return review and assistance and consultation in connection with review of SEC filings. Representatives of the Independent Registered Public Accounting Firm will not be available at the Meeting. The following tables set forth, for the Fund's two most recent fiscal years, the fees billed by the Independent Registered Public Accounting Firm for (a) all audit and non-audit services provided directly to the Fund and (b) those non-audit services provided to the Manager and subadvisers (other than subadvisers not affiliated with the Manager) and any entity controlling, controlled by or under common control with the Manager that provides ongoing services to the Fund (collectively, "Service Entities") that relate directly to the Portfolios' operations and financial reports:
Fiscal Year Audit-Related All Other Ended Audit Fees Fees Tax Fees Fees ----------- ---------- ------------- -------- --------- 2004 $660,970 $57,000 $66,971 $0 2005 $718,900 $41,000 $77,900 $0
"Audit Fees" represent fees billed for each of the last two fiscal years or professional services rendered for the audit of the Fund's annual financial statements for those fiscal years or services that are normally provided by the accountant in connection with statutory or regulatory filings or engagements for those fiscal years. "Audit-Related Fees" represent fees for services rendered to the Fund (i) for security valuation testing in connection with the Fund's semi-annual reports for the periods ended June 30, 2004 and June 30, 2005, respectively; and (ii) related to reorganizations involving certain Portfolios of the Fund (in the case of (ii), such fees were paid by the Manager). "Tax Fees" represent fees for services rendered to the Fund for tax return preparation and review of and participation in determining required income and capital gains distributions. "All Other Fees" represents fees, if any, billed for other products and services rendered by the Independent Registered Public Accounting Firm to the Fund for the last two fiscal years. The Fund's Audit Committee has established pre-approval procedures pursuant to paragraph (c)(7)(i)(B) of Rule 2-01 of Regulation S-X, which include regular pre-approval procedures and interim pre-approval procedures. Under the regular pre-approval procedures, the Audit Committee pre-approves at its regularly scheduled meetings audit and non-audit services that are required to be pre-approved under paragraph (c)(7) of Rule 2-01 of Regulation S-X. Under the interim pre-approval procedures, any member of the Audit Committee who is an Independent Director is authorized to pre-approve proposed services that arise between regularly scheduled Audit 30 Committee meetings and that need to commence prior to the next regularly scheduled Audit Committee meeting. Such Audit Committee member must report to the Audit Committee at its next regularly scheduled meeting on the pre-approval decision. There were no fees required to be approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X, which requires the audit committee of a registered investment company to pre-approve certain non-audit services provided to the registered investment company's investment adviser or its affiliates. For the Fund's two most recent fiscal years, the aggregate non-audit fees billed by the Independent Registered Public Accounting Firm for services rendered to the Fund and the Service Entities were as follows:
Aggregate Fiscal Year Non-Audit Fees ----------- -------------- 2004.................................... $ 9,845,411 2005.................................... $12,450,000
The amounts set out above represent the aggregate non-audit fees billed by the Fund's accountant to MetLife, Inc. and its subsidiaries, and include, among other non-audit fees, non-audit fees for services rendered to the Fund and rendered to the Manager and any entity controlling, controlled by or under common control with the Manager that provides ongoing services to the Fund. The Fund's Audit Committee considered the provision of non-audit services that were rendered to the Manager, and any entity controlling, controlled by or under common control with the Manager that provides ongoing services to the Fund that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X and concluded that such services are compatible with maintaining the Independent Registered Public Accounting Firm's independence. 31 Executive Officers __________________ The following table provides information about the current executive officers of the Fund, including their principal occupations, which, unless specific dates are shown, are of more than five years' duration, although the titles may not have been the same throughout.
CURRENT POSITION(S) POSITION(S) PRINCIPAL OCCUPATIONS OVER PAST FIVE NAME AND ADDRESS AGE WITH FUND HELD SINCE YEARS/ (1)/ - --------------------------------------- --- ----------- ----------- --------------------------------------- Hugh C. McHaffie 46 Director, 2002 Senior Vice President (since 2000), Metropolitan Life Insurance Company Chairman MetLife, MetLife Group, Inc. (since 501 Boylston Street of the 2003); Manager, Chair of the Board of Boston, MA 02116 Board, Managers, President and Chief Executive President Officer (since 2003), the Manager; and Chief Senior Vice President (since 2005), The Executive Travelers Insurance Company, The Officer Travelers Life and Annuity Company, Citicorp Life Insurance Company and First Citicorp Life Insurance Company; Director and President (since 2005), CitiStreet Funds Management LLC; formerly, Senior Vice President, Zenith Fund**. Jeffrey P. Halperin 38 Interim 2005 Assistant Vice President (since 2003), Metropolitan Life Insurance Company Chief MetLife Group, Inc.; Assistant Vice One MetLife Plaza Compliance President (since 2002), MetLife; Chief 27-01 Queens Plaza Officer Compliance Officer (since 2005), North Long Island City, NY 11101 CitiStreet Funds Management LLC. John F. Guthrie, Jr. 62 Senior Vice 2002 Manager and Senior Vice President MetLife Advisers, LLC President (since [ ]), the Manager; Vice 501 Boylston Street President (since [ ]), MetLife; Vice Boston, MA 02116 President (since [ ]), NELICO; Vice President (since 2005), Met Investors Advisory, LLC; Vice President (since 2005), CitiStreet Funds, Inc.; Vice President (since 2005), CitiStreet Funds Management LLC; formerly, Senior Vice President, Zenith Fund**.
32
CURRENT POSITION(S) POSITION(S) PRINCIPAL OCCUPATIONS OVER PAST FIVE NAME AND ADDRESS AGE WITH FUND HELD SINCE YEARS/ (1)/ - --------------------------------------- --- ----------- ----------- --------------------------------------- Alan C. Leland 54 Senior 2005 Treasurer and Chief Financial Officer MetLife Advisers, LLC Vice (since [ ]), the Manager; Vice 501 Boylston Street President President (since 2004) and Treasurer Boston, MA 02116 (since 2005), Met Investors Advisory, LLC; Vice President (since 2003), MetLife Group, Inc.; Vice President (since [ ]), MetLife; Senior Vice President (since [ ]), NELICO; President (since 2005), CitiStreet Funds, Inc.; Director and Vice President (since 2005), CitiStreet Funds Management, LLC; Assistant Treasurer (since 2005), Travelers Asset Management International Company LLC and Travelers Investment Adviser, Inc. Peter Duffy 50 Vice 2000 Senior Vice President (since 1998), the MetLife Advisers, LLC President Manager; Senior Vice President (since 501 Boylston Street and [ ]), NELICO; Vice President (since Boston, MA 02116 Treasurer [ ]), MetLife; Vice President (since 2005), Travelers Asset Management International Company LLC and Travelers Investment Adviser, Inc.; Treasurer and Chief Financial Officer (since 2005), Travelers Series Trust; Treasurer, Chief Financial Officer and Chief Accounting Officer (since 2005), CitiStreet Funds, Inc.; formerly, Vice President and Treasurer, Zenith Fund**. Thomas M. Lenz 47 Vice 2002 General Counsel and Secretary (since MetLife Advisers, LLC President 1998), the Manager; Assistant General 501 Boylston Street and Counsel (since [ ]), MetLife; Boston, MA 02116 Secretary Secretary and Chief Legal Officer (since 2005), CitiStreet Funds, Inc.; formerly, Vice President and Secretary, Zenith Fund**.
- -------- ** Following the sale of all of its assets to the Fund on May 1, 2003, the Zenith Fund deregistered as an investment company with the SEC on January 29, 2004. (1) Positions during the past five years with the Fund, MetLife, the Manager, Zenith Fund, NELICO or New England Securities Corporation are omitted if not materially different. 33 Certain Affiliations ____________________ The following table lists the positions held by the Fund's officers and any Director or Nominee who is an "interested person" of the Fund with affiliated persons or principal underwriter of the Fund:
NAME POSITIONS HELD WITH AFFILIATED PERSONS OR PRINCIPAL UNDERWRITER OF THE FUND - -------------------- ----------------------------------------------------------------------------------------------------------- Hugh C. McHaffie Senior Vice President, MetLife; Chair of the Board of Managers, President and Chief Executive Officer, the Manager, and Director and President, CitiStreet Funds Management LLC. Jeffrey P. Halperin Assistant Vice President, MetLife Group, Inc.; Assistant Vice President, MetLife, and Chief Compliance Officer, CitiStreet Funds Management LLC. John F. Guthrie, Jr. Manager and Senior Vice President, the Manager; Vice President, MetLife; Vice President, NELICO; Vice President, Met Investors Advisory, LLC; Vice President, CitiStreet Funds, Inc. and Vice President, CitiStreet Funds Management LLC. Alan C. Leland Treasurer and Chief Financial Officer, the Manager; Vice President and Treasurer, Met Investors Advisory, LLC; Vice President, MetLife Group, Inc.; Vice President, MetLife; Senior Vice President, NELICO; President, CitiStreet Funds, Inc; Director and Vice President, CitiStreet Funds Management LLC; Assistant Treasurer, Travelers Asset Management International Company LLC and Travelers Investment Adviser, Inc. Peter Duffy Senior Vice President, the Manager; Senior Vice President; NELICO; Vice President, MetLife; Vice President, Travelers Asset Management International Company LLC and Travelers Investment Adviser, Inc.; Treasurer and Chief Financial Officer, Travelers Series Trust; and Treasurer, Chief Financial Officer and Chief Accounting Officer, CitiStreet Funds, Inc. Thomas M. Lenz General Counsel and Secretary, the Manager; Assistant General Counsel, MetLife; and Secretary and Chief Legal Officer, CitiStreet Funds, Inc.
Ownership of Shares ___________________ See Appendix D for the number of shares of each Portfolio outstanding and entitled to vote on the relevant Proposals as of the Record Date. All of the shares of the Portfolios are held of record by the Insurance Companies for allocation to the corresponding investment divisions or sub-accounts of certain of their separate accounts. Shares of the Portfolios are not offered for direct purchase by the investing public. Beneficial Ownership ____________________ [The Insurance Companies have informed the Fund that there were no persons owning Contracts that would entitle them to instruct the Insurance Companies with respect to 5% or more of any class of the voting securities of any Portfolio as of the Record Date.] [The Fund has been informed that, as of the Record Date, with respect to each Portfolio, the Fund's officers and Directors, individually and as a group, owned less than 1% of the outstanding shares of such Portfolio.] Because the Insurance Companies own 100% of the shares of the Fund, they may be deemed to be in control (as that term is defined in the 1940 Act) of the Fund. Additional information about the Fund _____________________________________ You may obtain copies of the Fund's annual report for the fiscal year ended December 31, 2005 or ask any questions you may have regarding this Proxy Statement without charge by calling (800) 638-7732 or by writing to the Secretary of the Fund at 501 Boylston Street, Boston, Massachusetts 02116. 34 Regulatory and Litigation Matters _________________________________ Regulatory bodies have contacted the Manager and certain other affiliates of MetLife and have requested information relating to market timing and late trading of mutual funds and variable annuity insurance products and, generally, the marketing of products. MetLife believes that many of these inquires are similar to those made to many financial service companies as part of industry-wide investigations by various regulatory agencies. MetLife at the present time is not aware of any systemic problems with respect to such matters that may have a material adverse effect on MetLife, Inc.'s consolidated financial position. The SEC has commenced an investigation with respect to market timing and late trading in a limited number of privately-placed variable insurance contracts that were sold through General American Life Insurance Company ("General American"). In May 2004, General American received a so-called "Wells Notice" stating that the SEC staff is considering recommending that the SEC bring a civil action alleging violations of the U.S. securities laws against General American. Under the SEC procedures, General American can avail itself of the opportunity to respond to the SEC staff before it makes a formal recommendation regarding whether any action alleging violations of the U.S. securities laws should be considered. General American has responded to the Wells Notice. MetLife is fully cooperating with regard to these information requests and investigations. MetLife has also advised the Fund's Directors that, while certain exceptions to the Fund's policies have been noted, no situations have been identified that would have a material impact on the financial position of the Fund. V. INFORMATION ABOUT VOTING INSTRUCTIONS AND CONDUCT OF THE MEETING Solicitation of Voting Instructions ___________________________________ Voting instructions will be solicited primarily by mailing this Proxy Statement and its enclosures, but voting instructions may also be solicited through further mailings, telephone calls, personal interviews or e-mail by officers of the Fund or by its agents. [The Fund has retained [ ] to aid in the solicitation of proxies (which is estimated to cost approximately [ ]).] MetLife will bear the portion of costs of the Meeting (including solicitation costs) relating to Proposal II. The remaining portion of the costs of the Meeting will be borne by the Fund. Voting Process ______________ The shares of the Portfolios are currently sold to the Insurance Companies as the record owners for allocation to the corresponding investment divisions or sub-accounts of certain of their separate accounts that are registered as investment companies with the SEC. As mentioned at the beginning of this Proxy Statement, most of the shares of the Portfolios are attributable to Contracts issued by the Insurance Companies. Other outstanding Portfolio shares are not attributable to Contracts, because such shares are (a) held in a separate account that is not registered as an investment company or (b) held in an Insurance Company's general account rather than in a separate account. 35 Record owners of the shares of the Portfolios as of the Record Date will be entitled to vote and may cast one vote for each share held. A majority of the shares of the Portfolios outstanding as of the Record Date, present in person or represented by proxy, constitutes a quorum for the transaction of business by the shareholders of the Portfolios at the Meeting. In determining whether a quorum is present, the tellers (persons appointed by the Fund to receive, count and report all ballots cast at the Meeting) will count shares represented by proxies that reflect abstentions, and "broker non-votes," as shares that are present and entitled to vote. With respect to each Proposal other than Proposal I, these shares will be counted as present, but not as voting in-favor of any such Proposal, thus these shares will have the same effect as if they cast votes against such Proposal. With respect to Proposal I, so long as a quorum is present, neither abstentions nor broker non-votes will have any effect on the outcome of such Proposal. "Broker non-votes" are shares held by brokers or nominees as to which (i) the broker or nominee does not have discretionary voting power and (ii) the broker or nominee has not received instructions from the beneficial owner or other person who is entitled to instruct how the shares will be voted. In accordance with their understanding of presently applicable law, the Insurance Companies will vote the shares of the Portfolios that are attributable to the Contracts based on instructions received from owners of such Contracts that participate in the corresponding investment divisions in the separate accounts. The number of the Portfolios' shares held in the corresponding investment division of a separate account deemed attributable to each Contract Owner is determined by dividing a variable life insurance policy's or variable benefit option's cash value or a variable annuity contract's accumulation units (or if variable annuity payments are currently being made, the amount of the relevant Insurance Company's reserves attributable to that variable annuity contract), as the case may be, in that division by the net asset value of one share in the Portfolio. The Portfolios currently issue Class A shares, Class B shares and Class E shares, which, among other things, have different net asset values. Whether a Portfolio's Class A shares, Class B shares or Class E shares are offered in connection with a given Contract depends on the particular Contract. Each Class A, Class B and Class E share of a Portfolio has one vote. For purposes of determining the number of shares of a Portfolio for which a Contract Owner is entitled to give voting instructions, the Insurance Companies use the per share net asset value for such class of such Portfolio's shares that are offered under the relevant Contract. Fractional votes will be counted. The number of shares for which a Contract Owner has a right to give voting instructions is determined as of the Record Date. Portfolio shares held in an investment division attributable to Contracts or which no timely instructions are received or that are not attributable to Contracts will be represented at the Meeting by the record owners and voted in the same proportion as the shares for which voting instructions are received for all Contracts participating in that 36 investment division. The Fund has been advised that Portfolio shares held in the general account or unregistered separate accounts of the Insurance Companies will be represented at the Meeting by the record owners and voted in the same proportion as the aggregate of (i) the shares for which voting instructions are received and (ii) the other shares that are voted in proportion to such voting instructions. If an enclosed voting instruction form is completed, executed and returned, it may nevertheless be revoked at any time before the Meeting by a written revocation or later voting instruction form. Adjournments; Other Business ____________________________ With respect to each Portfolio, an adjournment of the Meeting requires the affirmative vote of a majority of the total number of shares of that Portfolio that are present in person or by proxy. The Meeting has been called to transact any business that properly comes before it. The only business that management of the Fund intends to present or knows that others will present are the Proposals. If any other matters properly come before the Meeting, and on all matters incidental to the conduct of the Meeting, the persons named as proxies intend to vote the proxies in accordance with their judgment, unless the Secretary of the Fund has previously received written contrary instructions from the shareholder entitled to vote the shares. Shareholder Proposals at Future Meetings ________________________________________ The Fund's Bylaws require an annual meeting of shareholders only in years in which the election of Directors is required to be acted upon by the 1940 Act. Shareholder proposals to be presented at any future meeting of shareholders of the Portfolio or the Fund must be received by the Fund within a reasonable time before the Fund solicits proxies for that meeting in order to be considered for inclusion in the proxy materials for that meeting. 37 APPENDIX A METROPOLITAN SERIES FUND, INC. NOMINATING COMMITTEE CHARTER 1. The respective Nominating Committee (each, a "Committee") of each of the Metropolitan Series Fund, Inc. and Metropolitan Series Fund II (each, a "Fund") shall be composed entirely of directors/trustees ("Directors") of the relevant Fund who are not "interested persons" of such Fund for purposes of the Investment Company Act of 1940, as amended ("Independent Directors"). Each Committee's overall role is to assist its Fund's Board of Directors/Trustees (a "Board") with the selection of Independent Director candidates as follows. 2. The specific purpose of each Committee is to evaluate the qualifications of its Fund's candidates for Independent Director positions and to make recommendations to the Independent Directors with respect to nominations for Independent Director membership on its Fund's Board. Each Committee shall consider Independent Director candidates in connection with Board vacancies and newly created Board positions. 3. Each Committee shall require that Independent Director candidates have a college degree or equivalent business experience. The Committee may take into account a wide variety of factors in considering Independent Director candidates, including (but not limited to): (i) availability and commitment of a candidate to attend meetings and perform his or her responsibilities on the relevant Fund's Board, (ii) relevant industry and related experience, (iii) educational background, (iv) ability, judgment and expertise and (v) overall diversity of the relevant Board's composition. 4. In identifying potential nominees for its Fund's Board, each Committee may consider candidates recommended by the following sources: (i) its Fund's current Directors; (ii) its Fund's officers; (iii) its Fund's investment adviser, subadvisers or principal underwriters; (iv) in the case of Metropolitan Series Fund, Inc., owners of variable life insurance and variable annuity contracts ("Contract Owners") issued by SEC-registered separate accounts of Metropolitan Life Insurance Company or its affiliated insurance companies (the "Insurance Companies") that invest in such Fund (see below); (v) in the case of Metropolitan Series Fund II, shareholders ("Shareholders") of such Fund (see below); and (vi) any other source such Committee deems to be appropriate. Each Committee may, but is not required to, retain a third party search firm or other consultant or adviser at the relevant Fund's expense to identify or assist in the evaluation of potential candidates. A-1 5. Each Committee will consider and evaluate nominee candidates properly submitted by Contract Owners and Shareholders as it considers and evaluates candidates recommended by other sources. Appendix A to this Charter, as it may be amended from time to time by each Committee, sets forth procedures that must be followed by Contract Owners and Shareholders to properly submit a nominee candidate to the relevant Committee (recommendations not properly submitted in accordance with Appendix A will not be considered by such Committee). 6. Each Committee will recommend to its Fund's Independent Directors candidates to serve as Independent Directors on such Board. 7. To carry out its purposes, each Committee shall: (a) hold scheduled meetings when the Committee or its Fund's Board determines necessary or appropriate in accordance with such Fund's Bylaws; (b) submit minutes of Committee meetings to its respective Board; and 8. Each Committee shall have the resources and authority appropriate to discharge its responsibilities, including authority to retain special counsel and other experts or consultants at the expense of the appropriate Fund. 9. Each Fund's Board may designate one member of its respective Committee to serve as Chair of such Committee. Each Committee may make recommendations to its Fund's full Board regarding the designation of Committee Chair. Adopted: August 4, 2004 A-2 PROCEDURES BY WHICH CONTRACT OWNERS AND SHAREHOLDERS MAY COMMUNICATE WITH THE BOARD OF DIRECTORS/TRUSTEES (As of August 4, 2004) A Contract Owner of Metropolitan Series Fund, Inc. or a Shareholder of Metropolitan Series Fund II must follow the following procedures in order to submit properly a nominee recommendation for the consideration of such Fund's Nominating Committee. 1. The Contract Owner or Shareholder must submit any such recommendation (each, a "Recommendation," and, collectively, the "Recommendations") in writing to the Fund, to the attention of the Secretary of the Fund ("Secretary"), at the address of the principal executive offices of the Fund. Once each quarter, if any Recommendations have been received by the Secretary during the quarter, the Secretary will inform the relevant Committee of the new Recommendations. Because the Funds do not hold annual or other regular meetings of shareholders for the purpose of electing Directors, each Committee will accept Recommendations on a continuous basis. 2. All Recommendations properly submitted to the Fund will be held by the Secretary until such time as the Committee convenes to consider Independent Director candidates to fill Board vacancies or newly created Board positions (an "Independent Director Consideration Meeting") or the Committee instructs the Secretary to discard a Recommendation following an Independent Director Consideration Meeting or an Interim Evaluation (as defined below), PROVIDED, HOWEVER, that in no event shall the Secretary hold any Recommendation for longer than three (3) years. 3. At an Independent Director Consideration Meeting, the Committee will consider each Recommendation then held by the Secretary. Following an Independent Director Consideration Meeting, the Committee may instruct the Secretary to discard any or all of the Recommendations currently held by the Secretary. 4. The Committee may, in its discretion and at any time, convene to conduct an evaluation of validly submitted Recommendations (each such meeting, an "Interim Evaluation") for the purpose of determining which Recommendations will be considered at the next Independent Director Consideration Meeting. Following an Interim Evaluation, the Committee may instruct the Secretary to discard any or all of the Recommendations currently held by the Secretary. 5. The Recommendation must include: (i) a statement in writing setting forth (A) the name, age, date of birth, business address, residence address and nationality of the person recommended by the Contract Owner or Shareholder (the "candidate"); (B) in the case of Metropolitan Series Fund II, the number of shares, if any, of each Portfolio (and class) of such Fund owned of record A-3 or beneficially by the candidate, as reported to such Shareholder by the candidate; (C) in the case of Metropolitan Series Fund, Inc., the number of units that relate to shares of each Portfolio (and class) of such Fund attributable to any annuity or life insurance contract of the candidate, as reported to such Contract Owner by the candidate; (D) any other information regarding the candidate called for with respect to director nominees by paragraphs (a), (d), (e) and (f) of Item 401 of Regulation S-K or paragraph (b) of Item 22 of Rule 14a-101 (Schedule 14A) under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (or the corresponding provisions of any regulation or rule subsequently adopted by the Securities and Exchange Commission or any successor agency applicable to the Fund); (E) any other information regarding the candidate that would be required to be disclosed if the candidate were a nominee in a proxy statement or other filing required to be made in connection with the election of Independent Directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder; and (F) information regarding the candidate that will be sufficient for the Fund to make a determination as to whether the candidate is or will be an "interested person" of the Fund (as defined in the Investment Company Act of 1940, as amended); (ii) the written and signed consent of the candidate to be named as a nominee and to serve as an Independent Director if elected; (iii) in the case of Metropolitan Series Fund II, the name of the recommending Shareholder as it appears on such Fund's books, or, in the case of Metropolitan Series Fund, Inc., the name of the recommending Contract Owner as it appears on the books of the relevant Insurance Company separate account; (iv) in the case of Metropolitan Series Fund II, the number of shares of each Portfolio (and class) of such Fund owned beneficially and of record by the recommending Shareholder; (v) in the case of Metropolitan Series Fund, Inc., the number of units that relate to shares of each Portfolio (and class) of such Fund attributable to any annuity or life insurance contract of such recommending Contract Owner; and (vi) a description of all arrangements or understandings between the recommending Shareholder or Contract Owner and the candidate and any other person or persons (including their names) pursuant to which the Recommendation is being made by the recommending Shareholder or Contract Owner. In addition, the Committee may require the candidate to furnish such other information as it may reasonably require or deem necessary to determine the eligibility of such candidate to serve on the Board or to satisfy applicable law. A-4 APPENDIX B FORM OF ADVISORY AGREEMENT AMENDMENT NO. 1 TO THE ADVISORY AGREEMENT (MFS TOTAL RETURN PORTFOLIO) AMENDMENT made this 1st day of May, 2006 to the Advisory Agreement dated the 1st day of May, 2003 (the "Agreement"), by and between METROPOLITAN SERIES FUND, INC., a Maryland corporation (the "Fund"), with respect to its MFS Total Return Portfolio (the "Portfolio"), and METLIFE ADVISERS, LLC, a Delaware limited liability company (the "Manager"). In consideration of the mutual covenants contained herein, the parties agree as follows: 1. CHANGE TO COMPENSATION OF THE MANAGER Pursuant to Paragraph 11 of the Agreement, the compensation of the Manager referenced in Paragraph 7, which contains the schedule of fees, is hereby amended as follows: 7. As full compensation for all services rendered, facilities furnished and expenses borne by the Manager hereunder, the Fund shall pay the Manager compensation at the annual rate of 0.60% of the first $250 million of the Portfolio's average daily net assets, 0.55% on the next $500 million of such assets and 0.50% of such assets in excess of $750 million. Such compensation shall be payable monthly in arrears or at such other intervals, not less frequently than quarterly, as the Board of Directors of the Fund may from time to time determine and specify in writing to the Manager. The Manager hereby acknowledges that the Fund's obligation to pay such compensation is binding only on the assets and property belonging to the Portfolio. 2. ADVISORY AGREEMENT In all other respects, the Agreement is confirmed and remains in full force and effect. 3. EFFECTIVE DATE This Amendment shall become effective as of the date of this Amendment. B-1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written. METROPOLITAN SERIES FUND, INC., METLIFE ADVISERS, LLC on behalf of its MFS Total Return Portfolio By: By: ------------------------------- -------------------------------- John F. Guthrie, Jr. John F. Guthrie, Jr. Senior Vice President Senior Vice President B-2 ADVISORY AGREEMENT (MFS TOTAL RETURN PORTFOLIO) AGREEMENT entered into on the 1st day of May, 2003 by and between METROPOLITAN SERIES FUND, INC., a Maryland corporation (the "Fund"), with respect to its MFS Total Return Portfolio (the "Portfolio"), and METLIFE ADVISERS, LLC, a Delaware limited liability company (the "Manager"). WITNESSETH: WHEREAS, the Fund and the Manager wish to enter into an agreement setting forth the terms upon which the Manager (or certain other parties acting pursuant to delegation from the Manager) will perform certain services for the Portfolio; NOW THEREFORE, in consideration of the premises and covenants hereinafter contained, the parties agree as follows: 1.(a) The Fund hereby employs the Manager to furnish the Fund with Portfolio Management Services (as defined in Section 2 hereof) and Administrative Services (as defined in Section 3 hereof), subject to the authority of the Manager to delegate any or all of its responsibilities hereunder to other parties as provided in Sections 1(b) and (c) hereof. The Manager hereby accepts such employment and agrees, at its own expense, to furnish such services (either directly or pursuant to delegation to other parties as permitted by Sections 1(b) and (c) hereof) and to assume the obligations herein set forth, for the compensation herein provided. The Manager shall, unless otherwise expressly 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. (b) The Manager may delegate any or all of its responsibilities hereunder with respect to the provision of Portfolio Management Services (and assumption of related expenses) to one or more other parties (each such party, a "Sub-Adviser"), pursuant in each case to a written agreement with such Sub-Adviser that meets the requirements of Section 15 of the Investment Company Act of 1940 and the rules thereunder (the "1940 Act") applicable to contracts for service as investment adviser of a registered investment company (including without limitation the requirements for approval by the directors of the Fund and the shareholders of the Portfolio), subject, however, to such exemptions as may be granted by the Securities and Exchange Commission. Any Sub-Adviser may (but need not) be affiliated with the Manager. If different Sub-Advisers are engaged to provide Portfolio Management Services with respect to different segments of the Portfolio, the Manager shall determine, in the manner described in the prospectus of the Portfolio from time to time in effect, what portion of the assets belonging to the Portfolio shall be managed by each Sub-Adviser. B-3 c) The Manager may delegate any or all of its responsibilities hereunder with respect to the provision of Administrative Services to one or more other parties (each such party, an "Administrator") selected by the Manager. Any Administrator may (but need not) be affiliated with the Manager. 2. As used in this Agreement, "Portfolio Management Services" means management of the investment and reinvestment of the assets belonging to the Portfolio, consisting specifically of the following: (a) obtaining and evaluating such economic, statistical and financial data and information and undertaking such additional investment research as shall be necessary or advisable for the management of the investment and reinvestment of the assets belonging to the Portfolio in accordance with the Portfolio's investment objectives and policies; (b) taking such steps as are necessary to implement the investment policies of the Portfolio by purchasing and selling of securities, including the placing of orders for such purchase and sale; and (c) regularly reporting to the Board of Directors of the Fund with respect to the implementation of the investment policies of the Portfolio. 3. As used in this Agreement, "Administrative Services" means the provision to the Fund, by or at the expense of the Manager, of the following: (a) office space in such place or places as may be agreed upon from time to time by the Fund and the Manager, and all necessary office supplies, facilities and equipment; (b) necessary executive and other personnel for managing the affairs of the Portfolio, including personnel to perform clerical, bookkeeping, accounting, stenographic and other office functions (exclusive of those related to and to be performed under contract for custodial, transfer, dividend and plan agency services by the entity or entities selected to perform such services); (c) compensation, if any, of directors of the Fund who are directors, officers or employees of the Manager, any Sub-Adviser or any Administrator or of any affiliated person (other than a registered investment company) of the Manager, any Sub-Adviser or any Administrator; (d) all services, other than services of counsel, required in connection with the preparation of registration statements and prospectuses, including amendments and revisions thereto, all annual, semiannual and periodic reports, and notices and proxy solicitation material furnished to shareholders of the Fund or regulatory authorities, to the extent that any such materials relate to the business of the Portfolio, to the shareholders thereof or otherwise to the Portfolio, the Portfolio to be treated for these purposes as a separate legal entity and fund; and B-4 (e) supervision and oversight of the Portfolio Management Services provided by each Sub-Adviser, and oversight of all matters relating to compliance by the Fund with applicable laws and with the Fund's investment policies, restrictions and guidelines, if the Manager has delegated to one or more Sub-Advisers any or all of its responsibilities hereunder with respect to the provision of Portfolio Management Services. 4. Nothing in section 3 hereof shall require the Manager to bear, or to reimburse the Fund for: (a) any of the costs of printing and mailing the items referred to in sub-section (d) of this section 3; (b) any of the costs of preparing, printing and distributing sales literature; (c) compensation of directors of the Fund who are not directors, officers or employees of the Manager, any Sub-Adviser or any Administrator or of any affiliated person (other than a registered investment company) of the Manager, any Sub-Adviser or any Administrator; (d) registration, filing and other fees in connection with requirements of regulatory authorities; (e) the charges and expenses of any entity appointed by the Fund for custodial, paying agent, shareholder servicing and plan agent services; (f) charges and expenses of independent accountants retained by the Fund; (g) charges and expenses of any transfer agents and registrars appointed by the Fund; (h) brokers' commissions and issue and transfer taxes chargeable to the Fund in connection with securities transactions to which the Fund is a party; (i) taxes and fees payable by the Fund to federal, state or other governmental agencies; (j) any cost of certificates representing shares of the Fund; (k) legal fees and expenses in connection with the affairs of the Fund including registering and qualifying its shares with Federal and State regulatory authorities; B-5 (l) expenses of meetings of shareholders and directors of the Fund; and (m) interest, including interest on borrowings by the Fund. 5. All activities undertaken by the Manager or any Sub-Adviser or Administrator pursuant to this Agreement shall at all times be subject to the supervision and control of the Board of Directors of the Fund, any duly constituted committee thereof or any officer of the Fund acting pursuant to like authority. 6. The services to be provided by the Manager and any Sub-Adviser or Administrator hereunder are not to be deemed exclusive and the Manager and any Sub-Adviser or Administrator shall be free to render similar services to others, so long as its services hereunder are not impaired thereby. 7. As full compensation for all services rendered, facilities furnished and expenses borne by the Manager hereunder, the Fund shall pay the Manager compensation at the annual rate of .50% of average net assets. Such compensation shall be payable monthly in arrears or at such other intervals, not less frequently than quarterly, as the Board of Directors of the Fund may from time to time determine and specify in writing to the Manager. The Manager hereby acknowledges that the Fund's obligation to pay such compensation is binding only on the assets and property belonging to the Portfolio. 8. If the total of all ordinary business expenses of the Fund as a whole (including investment advisory fees but excluding taxes and portfolio brokerage commissions) for any fiscal year exceeds the lowest applicable percentage of average net assets or income limitations prescribed by any state in which shares of the Portfolio are qualified for sale, the Manager shall pay such excess. Solely for purposes of applying such limitations in accordance with the foregoing sentence, the Portfolio and the Fund shall each be deemed to be a separate fund subject to such limitations. Should the applicable state limitation provisions fail to specify how the average net assets of the Fund or belonging to the Portfolio are to be calculated, that figure shall be calculated by reference to the average daily net assets of the Fund or the Portfolio, as the case may be. 9. It is understood that any of the shareholders, directors, officers, employees and agents of the Fund may be a shareholder, director, officer, employee or agent of, or be otherwise interested in, the Manager, any affiliated person of the Manager, any organization in which the Manager may have an interest or any organization which may have an interest in the Manager; that the Manager, any such affiliated person or any such organization may have an interest in the Fund; and that the existence of any such dual interest shall not affect the validity hereof or of any transactions hereunder except as otherwise provided in the articles of incorporation of the Fund, the limited liability company agreement of the Manager or specific provisions of applicable law. 10. This Agreement shall become effective as of the date of its execution, and B-6 (a) unless otherwise terminated, this Agreement shall continue in effect for two years from the date of execution, and from year to year thereafter so long as such continuance is specifically approved at least annually (i) by the Board of Directors of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio, and (ii) by vote of a majority of the directors of the Fund who are not interested persons of the Fund or the Manager, cast in person at a meeting called for the purpose of voting on, such approval; (b) this Agreement may at any time be terminated on sixty days' written notice to the Manager either by vote of the Board of Directors of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio; (c) this Agreement shall automatically terminate in the event of its assignment; (d) this Agreement may be terminated by the Manager on ninety days' written notice to the Fund; Termination of this Agreement pursuant to this section 10 shall be without the payment of any penalty. 11. This Agreement may be amended at any time by mutual consent of the parties, provided that, if required by law (as may be modified by any exemptions received by the Manager), such consent on the part of the Fund shall have been approved by vote of a majority of the outstanding voting securities of the Portfolio and by vote of a majority of the directors of the Fund who are not interested persons of the Fund or the Manager, cast in person at a meeting called for the purpose of voting on such approval. 12. For the purpose of this Agreement, the terms "vote of a majority of the outstanding voting securities," "interested person," "affiliated person" and "assignment" shall have their respective meanings defined in the 1940 Act, subject, however, to such exemptions as may be granted by the Securities and Exchange Commission under the 1940 Act. References in this Agreement to any assets, property or liabilities "belonging to" the Portfolio shall have the meaning defined in the Fund's articles of incorporation as amended from time to time. 13. In the absence of willful misfeasance, bad faith or gross negligence on the part of the Manager, or reckless disregard of its obligations and duties hereunder, the Manager shall not be subject to any liability to the Fund, to any shareholder of the Fund or to any other person, firm or organization, for any act or omission in the course of, or connected with, rendering services hereunder. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written. B-7 METROPOLITAN SERIES FUND, INC., METLIFE ADVISERS, LLC on behalf of its MFS Total Return Portfolio By: By: ------------------------------- -------------------------------- John F. Guthrie, Jr. John F. Guthrie, Jr. Senior Vice President Senior Vice President B-8 Appendix C CURRENT AND PROPOSED CHANGES TO FUNDAMENTAL INVESTMENT RESTRICTIONS Set out in the left hand column of the table below are the current fundamental investment restrictions for each Portfolio that are proposed to be changed or eliminated as described in this Proxy Statement. The right hand column sets out the proposed changes to the fundamental investment restrictions. The Portfolio listing below will help you more easily find in the Appendix the changes proposed for your Portfolio. Each Portfolio may borrow for temporary administrative purposes under each Portfolio's current borrowing and senior securities fundamental investment restrictions set out below. To the extent that borrowings for temporary administrative purposes exceeds 5% of the total assets of each such Fund, such excess shall be subject to the 300% asset coverage requirement set forth in the Portfolio's current borrowing restriction below. PORTFOLIO PAGE NO. - --------------------------------------------------------------------- -------- BlackRock Aggressive Growth........................................... C-2 BlackRock Diversified................................................. C-8 BlackRock Investment Trust............................................ C-2 BlackRock Large Cap Value............................................. C-5 BlackRock Strategic Value............................................. C-5 FI International Stock................................................ C-11 FI Mid Cap Opportunities.............................................. C-14 Franklin Templeton Small Cap Growth................................... C-17 Harris Oakmark Large Cap Value........................................ C-20 Lehman Brothers Aggregate Bond Index.................................. C-23 MetLife Mid Cap Stock Index........................................... C-38 MetLife Stock Index................................................... C-26 Morgan Stanley EAFE Index............................................. C-29 Neuberger Berman Mid Cap Value........................................ C-32 Oppenheimer Global Equity............................................. C-34 Russell 2000 Index.................................................... C-38 T. Rowe Price Large Cap Growth........................................ C-41 T. Rowe Price Small Cap Growth........................................ C-44 C-1 BLACKROCK AGGRESSIVE GROWTH AND BLACKROCK INVESTMENT TRUST CURRENT RESTRICTIONS PROPOSED RESTRICTIONS - ------------------------------------- ------------------------------------- BORROWING: BORROWING: The Portfolio may not (a) borrow The Portfolio may not borrow money, money to purchase securities or except to the extent permitted by purchase securities on margin; applicable law, regulation or order. (b) borrow money more than 5% of total assets for extraordinary or emergency purposes (e.g., to honor redemption requests which might otherwise require the sale of securities at an inopportune time); or (c) borrow in the form of short-term credits necessary to clear Portfolio transactions or to enter into reverse repurchase agreements with banks, together with amounts borrowed for extraordinary or emergency purposes, more than 1/3 of the amount by which total assets exceed total liabilities (excluding the liabilities represented by such obligations). UNDERWRITING: UNDERWRITING: The Portfolio may not engage in the The Portfolio may not underwrite underwriting of securities of other securities issued by other persons issuers except to the extent that in except to the extent that, in selling portfolio securities it may connection with the disposition of be deemed to be a "statutory" its portfolio investments, it may be underwriter for purposes of the deemed to be an underwriter under Securities Act of 1933. certain federal securities laws. ISSUANCE OF SENIOR SECURITIES: ISSUANCE OF SENIOR SECURITIES: The Portfolio may not issue senior The Portfolio may not issue any securities. senior securities except to the extent permitted by applicable law, regulation or order (for purposes of this restriction, collateral arrangements with respect to any type of swap, option, forward contract or futures contract and collateral arrangements with respect to initial and variation margin are not deemed to involve the issuance of a senior security). OPTIONS: OPTIONS: The Portfolio may not sell call Eliminate. options which are not covered options. The Portfolio may not sell put options other than to close out option positions previously entered into. LOANS: LOANS: The Portfolio may not make loans but The Portfolio may not make loans, this shall not prohibit a Portfolio except by purchasing debt obligations from entering into repurchase in which the Portfolio may invest agreements or purchasing bonds, consistent with its investment notes, debentures or other policies, by entering into repurchase obligations of a character agreements, by lending its portfolio customarily purchased by securities, or as otherwise permitted institutional or individual by applicable law, regulation or investors. The Portfolio may not lend order. portfolio securities in excess of 20% of total assets. C-2 CURRENT RESTRICTIONS PROPOSED RESTRICTIONS - ------------------------------------- ------------------------------------- REAL ESTATE: REAL ESTATE: The Portfolio may not invest more The Portfolio may not purchase or than 10% of total assets (including sell real estate, except that, REITs) in real estate interests, consistent with its investment including real estate mortgage loans, policies, the Portfolio may purchase provided that the limit shall not securities of issuers which deal in restrict investments in real estate, securities which are exchange-traded real estate secured by interests in real estate, investment trusts and shares of other and securities which represent real estate companies. interests in real estate, and it may acquire and dispose of real estate or interests in real estate acquired through the exercise of its rights as a holder of debt obligations secured by real estate or interests therein. INDUSTRY CONCENTRATION: INDUSTRY CONCENTRATION: The Portfolio may not invest more The Portfolio may not purchase than 25% of total assets in securities (other than (i) securities securities issued by companies issued or guaranteed by the U.S. primarily engaged in any one government, its agencies or industry; provided that: instrumentalities and (ii) securities (a) utilities will be considered of a registered investment company, separate industries according to type and (iii) in the case of BlackRock of service; (b) oil and oil related Money Market, bank instruments issued companies will be considered separate by domestic banks and U.S. branches industries according to type (e.g., of foreign banks) if, as a result of domestic crude oil and gas producers, such purchase, more than 25% of the domestic integrated oil companies, total assets of the Portfolio (as of international oil companies, and oil the time of investment) would be service companies will each be deemed invested in any one industry, except a separate industry); and to the extent permitted by applicable (c) savings, loan associations, and law, regulation or order. finance companies will be considered separate industries. For these purposes, money market instruments issued by a foreign branch of a domestic bank will not be deemed to be an investment in a domestic bank. The Fund will disclose when more than 25% of these above-mentioned Portfolios' total assets are invested in four oil related industries. For purposes of the application of this restriction, companies engaged in the business of financing may be classified according to the industries of their parent or sponsor companies, or industries that otherwise most affect the financing companies. FOREIGN SECURITIES: FOREIGN SECURITIES: The Portfolio may not invest more Eliminate. than 10% of total assets in foreign securities (including investments through European Depositary Receipts ("EDRs") and International Depositary Receipts ("IDRs"), but excluding investments through American Depositary Receipts ("ADRs")) except that 25% of total assets may be invested in securities issued, assumed, or guaranteed by foreign governments or their political subdivisions or instrumentalities; assumed or guaranteed by domestic issuers; or issued, assumed, or guaranteed by foreign issuers with a class of securities listed on NYSE. C-3 CURRENT RESTRICTIONS PROPOSED RESTRICTIONS - ------------------------------------- ------------------------------------- COMMODITIES: COMMODITIES: The Portfolio may not invest in The Portfolio may not purchase or commodities or commodity contracts; sell commodities or commodity provided that the Portfolio may contracts, except that, consistent (i) as a non-fundamental investment with its investment policies, the policy, purchase and sell futures Portfolio may purchase and sell contracts (on recognized futures financial futures contracts and exchanges) on debt securities and options and may enter into swap indices of debt securities as a hedge agreements, foreign exchange against or to minimize adverse contracts and other financial principal fluctuations resulting from transactions not requiring the anticipated interest rate changes or delivery of physical commodities. to adjust exposure to the bond market; (ii) purchase and sell futures contracts (on recognized futures exchanges) on equity securities or stock indices as a hedge or to enhance return (the recognized exchange requirement is a non-fundamental policy); and (iii) sell covered call options on and purchase put and call options contracts on futures contracts (on recognized futures exchanges) of the type and for the same reasons the Portfolio is permitted to enter futures contracts (other than the requirement that the Portfolio be permitted to enter into futures contracts, this policy in (iii) is non-fundamental). The policies in (i) and (iii) above are permitted only if either (a) the sum of the initial margin for futures and options sold on futures, plus premiums paid for unexpired options on futures, does not exceed 5% of total assets or (b) the aggregate notional value of positions in futures and options on futures does not exceed the liquidation value of the Portfolio's assets (excluding "in the money" and "bona fide hedging" as defined by the Commodity Futures Trading Commission (the "CFTC")). The policies in (ii) above are permitted so long as the sum of the initial margin for futures and options sold on futures, plus premiums paid for unexpired options on futures does not exceed 5% of total assets (excluding "in the money" and "bona fide hedging" as defined by the CFTC). C-4 BLACKROCK STRATEGIC VALUE AND BLACKROCK LARGE CAP VALUE CURRENT RESTRICTIONS PROPOSED RESTRICTIONS - ------------------------------------- ------------------------------------- BORROWING: BORROWING: The Portfolio may not (a) borrow The Portfolio may not borrow money, money to purchase securities or except to the extent permitted by purchase securities on margin; applicable law, regulation or order. (b) borrow money more than 5% of total assets for extraordinary or emergency purposes (e.g., to honor redemption requests which might otherwise require the sale of securities at an inopportune time); or (c) borrow in the form of short-term credits necessary to clear Portfolio transactions or to enter into reverse repurchase agreements with banks, together with amounts borrowed for extraordinary or emergency purposes, more than 1/3 of the amount by which total assets exceed total liabilities (excluding the liabilities represented by such obligations). UNDERWRITING: UNDERWRITING: The Portfolio may not engage in the The Portfolio may not underwrite underwriting of securities of other securities issued by other persons issuers except to the extent that in except to the extent that, in selling portfolio securities it may connection with the disposition of be deemed to be a "statutory" its portfolio investments, it may be underwriter for purposes of the deemed to be an underwriter under Securities Act of 1933. certain federal securities laws. ISSUANCE OF SENIOR SECURITIES: ISSUANCE OF SENIOR SECURITIES: The Portfolio may not issue senior The Portfolio may not issue any securities. senior securities except to the extent permitted by applicable law, regulation or order (for purposes of this restriction, collateral arrangements with respect to any type of swap, option, forward contract or futures contract and collateral arrangements with respect to initial and variation margin are not deemed to involve the issuance of a senior security). OPTIONS: OPTIONS: The Portfolio may not sell call Eliminate. options which are not covered options. The Portfolio may not sell put options other than to close out option positions previously entered into; provided that the Portfolio may (i) sell covered put options on securities and stock indices to earn additional income, as a hedge against or to minimize anticipated loss in value; and (ii) sell covered put options on currencies as a hedge against anticipated declines in currency exchange rates in which securities are held or to be purchased or to earn additional income. C-5 CURRENT RESTRICTIONS PROPOSED RESTRICTIONS - ------------------------------------- ------------------------------------- LOANS: LOANS: The Portfolio may not make loans but The Portfolio may not make loans, this shall not prohibit a Portfolio except by purchasing debt obligations from entering into repurchase in which the Portfolio may invest agreements or purchasing bonds, consistent with its investment notes, debentures or other policies, by entering into repurchase obligations of a character agreements, by lending its portfolio customarily purchased by securities, or as otherwise permitted institutional or individual by applicable law, regulation or investors. The Portfolio may not lend order. portfolio securities in excess of 33 % of total assets. REAL ESTATE: REAL ESTATE: The Portfolio may not invest more The Portfolio may not purchase or than 10% of total assets (including sell real estate, except that, REITs) in real estate interests, consistent with its investment including real estate mortgage loans, policies, the Portfolio may purchase provided that the limit shall not securities of issuers which deal in restrict investments in real estate, securities which are exchange-traded real estate secured by interests in real estate, investment trusts and shares of other and securities which represent real estate companies. interests in real estate, and it may acquire and dispose of real estate or interests in real estate acquired through the exercise of its rights as a holder of debt obligations secured by real estate or interests therein. INDUSTRY CONCENTRATION: INDUSTRY CONCENTRATION: The Portfolio may not invest more The Portfolio may not purchase than 25% of total assets in securities (other than (i) securities securities issued by companies issued or guaranteed by the U.S. primarily engaged in any one government, its agencies or industry; provided that: instrumentalities and (ii) securities (a) utilities will be considered of a registered investment company, separate industries according to type and (iii) in the case of BlackRock of service; (b) oil and oil related Money Market, bank instruments issued companies will be considered separate by domestic banks and U.S. branches industries according to type (e.g., of foreign banks) if, as a result of domestic crude oil and gas producers, such purchase, more than 25% of the domestic integrated oil companies, total assets of the Portfolio (as of international oil companies, and oil the time of investment) would be service companies will each be deemed invested in any one industry, except a separate industry); and to the extent permitted by applicable (c) savings, loan associations, and law, regulation or order. finance companies will be considered separate industries. For these purposes, money market instruments issued by a foreign branch of a domestic bank will not be deemed to be an investment in a domestic bank. The Fund will disclose when more than 25% of these above-mentioned Portfolios' total assets are invested in four oil related industries. For purposes of the application of this restriction, companies engaged in the business of financing may be classified according to the industries of their parent or sponsor companies, or industries that otherwise most affect the financing companies. C-6 CURRENT RESTRICTIONS PROPOSED RESTRICTIONS - ------------------------------------- ------------------------------------- COMMODITIES: COMMODITIES: The Portfolio may not invest in The Portfolio may not purchase or commodities or commodity contracts; sell commodities or commodity provided that the Portfolio may contracts, except that, consistent (i) as a non-fundamental investment with its investment policies, the policy, purchase and sell futures Portfolio may purchase and sell contracts (on recognized futures financial futures contracts and exchanges) on debt securities and options and may enter into swap indices of debt securities as a hedge agreements, foreign exchange against or to minimize adverse contracts and other financial principal fluctuations resulting from transactions not requiring the anticipated interest rate changes or delivery of physical commodities; to adjust exposure to the bond market; (ii) purchase and sell futures contracts (on recognized futures exchanges) on equity securities or stock indices as a hedge or to enhance return (the recognized exchange requirement is a non-fundamental policy); (iii) purchase and sell currency futures contracts (on recognized futures exchanges) as a hedge or to adjust exposure to the currency market (the recognized exchange requirement and limitation as to purpose are non-fundamental policies); (iv) sell covered call options on and purchase put and call options contracts on futures contracts (on recognized futures exchanges) of the type and for the same reasons the Portfolio is permitted to enter futures contracts (other than the requirement that the Portfolio be permitted to enter into futures contracts, this policy in (iv) is non-fundamental); and (v) sell covered put options on futures contracts (on recognized futures exchanges) of the type and for the same reasons the Portfolio is permitted to enter into futures contracts. The policies in (i) and (iv) above are permitted only if either (a) the sum of the initial margin for futures and options sold on futures, plus premiums paid for unexpired options on futures, does not exceed 5% of total assets or (b) the aggregate notional value of positions in futures and options on futures does not exceed the liquidation value of the Portfolio's assets (excluding "in the money" and "bona fide hedging" as defined by the Commodity Futures Trading Commission (the "CFTC")). The policies in (ii), (iii) and (v) above are permitted so long as the sum of the initial margin for futures and options sold on futures, plus premiums paid for unexpired options on futures does not exceed 5% of total assets (excluding "in the money" and "bona fide hedging" as defined by the CFTC). C-7 BLACKROCK DIVERSIFIED CURRENT RESTRICTIONS PROPOSED RESTRICTIONS - ------------------------------------- ------------------------------------- BORROWING: BORROWING: The Portfolio may not (a) borrow The Portfolio may not borrow money, money to purchase securities or except to the extent permitted by purchase securities on margin; applicable law, regulation or order. (b) borrow money more than 5% of total assets for extraordinary or emergency purposes (e.g., to honor redemption requests which might otherwise require the sale of securities at an inopportune time); or (c) borrow in the form of short-term credits necessary to clear Portfolio transactions or to enter into reverse repurchase agreements with banks, together with amounts borrowed for extraordinary or emergency purposes, more than 1/3 of the amount by which total assets exceed total liabilities (excluding the liabilities represented by such obligations). UNDERWRITING: UNDERWRITING: The Portfolio may not engage in the The Portfolio may not underwrite underwriting of securities of other securities issued by other persons issuers except to the extent that in except to the extent that, in selling portfolio securities it may connection with the disposition of be deemed to be a "statutory" its portfolio investments, it may be underwriter for purposes of the deemed to be an underwriter under Securities Act of 1933. certain federal securities laws. ISSUANCE OF SENIOR SECURITIES: ISSUANCE OF SENIOR SECURITIES: The Portfolio may not issue senior The Portfolio may not issue any securities. senior securities except to the extent permitted by applicable law, regulation or order (for purposes of this restriction, collateral arrangements with respect to any type of swap, option, forward contract or futures contract and collateral arrangements with respect to initial and variation margin are not deemed to involve the issuance of a senior security). OPTIONS: OPTIONS: The Portfolio may not sell call Eliminate. options which are not covered options. The Portfolio may not sell put options other than to close out option positions previously entered into. LOANS: LOANS: The Portfolio may not make loans but The Portfolio may not make loans, this shall not prohibit a Portfolio except by purchasing debt obligations from entering into repurchase in which the Portfolio may invest agreements or purchasing bonds, consistent with its investment notes, debentures or other policies, by entering into repurchase obligations of a character agreements, by lending its portfolio customarily purchased by securities, or as otherwise permitted institutional or individual by applicable law, regulation or investors. The Portfolio may not lend order. portfolio securities in excess of 20% of total assets. C-8 CURRENT RESTRICTIONS PROPOSED RESTRICTIONS - ------------------------------------- ------------------------------------- REAL ESTATE: REAL ESTATE: The Portfolio may not invest more The Portfolio may not purchase or than 10% of total assets (including sell real estate, except that, REITs) in real estate interests, consistent with its investment including real estate mortgage loans, policies, the Portfolio may purchase provided that the limit shall not securities of issuers which deal in restrict investments in real estate, securities which are exchange-traded real estate secured by interests in real estate, investment trusts and shares of other and securities which represent real estate companies. interests in real estate, and it may acquire and dispose of real estate or interests in real estate acquired through the exercise of its rights as a holder of debt obligations secured by real estate or interests therein. INDUSTRY CONCENTRATION: INDUSTRY CONCENTRATION: The Portfolio may not invest more The Portfolio may not purchase than 25% of total assets in securities (other than (i) securities securities issued by companies issued or guaranteed by the U.S. primarily engaged in any one government, its agencies or industry; provided that: instrumentalities and (ii) securities (a) utilities will be considered of a registered investment company, separate industries according to type and (iii) in the case of BlackRock of service; (b) oil and oil related Money Market, bank instruments issued companies will be considered separate by domestic banks and U.S. branches industries according to type (e.g., of foreign banks) if, as a result of domestic crude oil and gas producers, such purchase, more than 25% of the domestic integrated oil companies, total assets of the Portfolio (as of international oil companies, and oil the time of investment) would be service companies will each be deemed invested in any one industry, except a separate industry); and to the extent permitted by applicable (c) savings, loan associations, and law, regulation or order. finance companies will be considered separate industries. For these purposes, money market instruments issued by a foreign branch of a domestic bank will not be deemed to be an investment in a domestic bank. The Fund will disclose when more than 25% of these above-mentioned Portfolios' total assets are invested in four oil related industries. For purposes of the application of this restriction, companies engaged in the business of financing may be classified according to the industries of their parent or sponsor companies, or industries that otherwise most affect the financing companies. Also, the 25% limitation above shall not apply to the Portfolio's (a) money market securities, securities issued or guaranteed by the U.S. government, its agencies or instrumentalities and (b) bank issued debt securities. C-9 CURRENT RESTRICTIONS PROPOSED RESTRICTIONS - ------------------------------------- ------------------------------------- FOREIGN SECURITIES: FOREIGN SECURITIES: The Portfolio may not invest more Eliminate. than 10% of total assets in foreign securities (including investments through European Depositary Receipts ("EDRs") and International Depositary Receipts ("IDRs"), but excluding investments through American Depositary Receipts ("ADRs")) except that 25% of total assets may be invested in securities issued, assumed, or guaranteed by foreign governments or their political subdivisions or instrumentalities; assumed or guaranteed by domestic issuers; or issued, assumed, or guaranteed by foreign issuers with a class of securities listed on NYSE. COMMODITIES: COMMODITIES: The Portfolio may not invest in The Portfolio may not purchase or commodities or commodity contracts; sell commodities or commodity provided that the Portfolio may (i) contracts, except that, consistent as a non-fundamental investment with its investment policies, the policy, purchase and sell futures Portfolio may purchase and sell contracts (on recognized futures financial futures contracts and exchanges) on debt securities and options and may enter into swap indices of debt securities as a hedge agreements, foreign exchange against or to minimize adverse contracts and other financial principal fluctuations resulting from transactions not requiring the anticipated interest rate changes or delivery of physical commodities; to adjust exposure to the bond market; (ii) purchase and sell futures contracts (on recognized futures exchanges) on equity securities or stock indices as a hedge or to enhance return (the recognized exchange requirement is a non-fundamental policy); and (iii) sell covered call options on and purchase put and call options contracts on futures contracts (on recognized futures exchanges) of the type and for the same reasons the Portfolio is permitted to enter futures contracts (other than the requirement that the Portfolio be permitted to enter into futures contracts, this policy in (iii) is non-fundamental). The policies in (i) and (iii) above are permitted only if either (a) the sum of the initial margin for futures and options sold on futures, plus premiums paid for unexpired options on futures, does not exceed 5% of total assets or (b) the aggregate notional value of positions in futures and options on futures does not exceed the liquidation value of the Portfolio's assets (excluding "in the money" and "bona fide hedging" as defined by the Commodity Futures Trading Commission (the "CFTC")). The policies in (ii) above are permitted so long as the sum of the initial margin for futures and options sold on futures, plus premiums paid for unexpired options on futures does not exceed 5% of total assets (excluding "in the money" and "bona fide hedging" as defined by the CFTC). C-10 FI INTERNATIONAL STOCK PORTFOLIO: CURRENT RESTRICTIONS PROPOSED RESTRICTIONS - ------------------------------------- ------------------------------------- BORROWING: BORROWING: The Portfolio may not (a) borrow The Portfolio may not borrow money, money to purchase securities or except to the extent permitted by purchase securities on margin; applicable law, regulation or order. (b) borrow money more than 5% of total assets for extraordinary or emergency purposes (e.g., to honor redemption requests which might otherwise require the sale of securities at an inopportune time); or (c) borrow in the form of short-term credits necessary to clear Portfolio transactions or to enter into reverse repurchase agreements with banks, together with amounts borrowed for extraordinary or emergency purposes, more than 1/3 of the amount by which total assets exceed total liabilities (excluding the liabilities represented by such obligations). UNDERWRITING: UNDERWRITING: The Portfolio may not engage in the The Portfolio may not underwrite underwriting of securities of other securities issued by other persons issuers except to the extent that in except to the extent that, in selling portfolio securities it may connection with the disposition of be deemed to be a "statutory" its portfolio investments, it may be underwriter for purposes of the deemed to be an underwriter under Securities Act of 1933. certain federal securities laws. ISSUANCE OF SENIOR SECURITIES: ISSUANCE OF SENIOR SECURITIES: The Portfolio may not issue senior The Portfolio may not issue any securities. senior securities except to the extent permitted by applicable law, regulation or order (for purposes of this restriction, collateral arrangements with respect to any type of swap, option, forward contract or futures contract and collateral arrangements with respect to initial and variation margin are not deemed to involve the issuance of a senior security). OPTIONS: OPTIONS: The Portfolio may not sell call Eliminate. options which are not covered options. The Portfolio may not sell put options other than to close out option positions previously entered into; provided that the Portfolio may (i) sell covered put options on securities and stock indices to earn additional income, as a hedge against or to minimize anticipated loss in value; and (ii) sell covered put options on currencies as a hedge against anticipated declines in currency exchange rates in which securities are held or to be purchased or to earn additional income. C-11 CURRENT RESTRICTIONS PROPOSED RESTRICTIONS - ------------------------------------- ------------------------------------- LOANS: LOANS: The Portfolio may not make loans but The Portfolio may not make loans, this shall not prohibit a Portfolio except by purchasing debt obligations from entering into repurchase in which the Portfolio may invest agreements or purchasing bonds, consistent with its investment notes, debentures or other policies, by entering into repurchase obligations of a character agreements, by lending its portfolio customarily purchased by securities, or as otherwise permitted institutional or individual by applicable law, regulation or investors. The Portfolio may not lend order. portfolio securities in excess of 20% of total assets. REAL ESTATE: REAL ESTATE: The Portfolio may not invest more The Portfolio may not purchase or than 10% of total assets (including sell real estate, except that, REITs) in real estate interests, consistent with its investment including real estate mortgage loans, policies, the Portfolio may purchase provided that the limit shall not securities of issuers which deal in restrict investments in real estate, securities which are exchange-traded real estate secured by interests in real estate, investment trusts and shares of other and securities which represent real estate companies. interests in real estate, and it may acquire and dispose of real estate or interests in real estate acquired through the exercise of its rights as a holder of debt obligations secured by real estate or interests therein. INDUSTRY CONCENTRATION: INDUSTRY CONCENTRATION: The Portfolio may not invest more The Portfolio may not purchase than 25% of total assets in securities (other than (i) securities securities issued by companies issued or guaranteed by the U.S. primarily engaged in any one government, its agencies or industry; provided that: instrumentalities and (ii) securities (a) utilities will be considered of a registered investment company, separate industries according to type and (iii) in the case of BlackRock of service; (b) oil and oil related Money Market, bank instruments issued companies will be considered separate by domestic banks and U.S. branches industries according to type (e.g., of foreign banks) if, as a result of domestic crude oil and gas producers, such purchase, more than 25% of the domestic integrated oil companies, total assets of the Portfolio (as of international oil companies, and oil the time of investment) would be service companies will each be deemed invested in any one industry, except a separate industry); and to the extent permitted by applicable (c) savings, loan associations, and law, regulation or order. finance companies will be considered separate industries. For these purposes, money market instruments issued by a foreign branch of a domestic bank will not be deemed to be an investment in a domestic bank. The Fund will disclose when more than 25% of these above-mentioned Portfolios' total assets are invested in four oil related industries. C-12 CURRENT RESTRICTIONS PROPOSED RESTRICTIONS - ------------------------------------- ------------------------------------- COMMODITIES: COMMODITIES: The Portfolio may not invest in The Portfolio may not purchase or commodities or commodity contracts; sell commodities or commodity provided that the Portfolio may contracts, except that, consistent (i) as a non-fundamental investment with its investment policies, the policy, purchase and sell futures Portfolio may purchase and sell contracts (on recognized futures financial futures contracts and exchanges) on debt securities and options and may enter into swap indices of debt securities as a hedge agreements, foreign exchange against or to minimize adverse contracts and other financial principal fluctuations resulting from transactions not requiring the anticipated interest rate changes or delivery of physical commodities. to adjust exposure to the bond market; (ii) purchase and sell futures contracts (on recognized futures exchanges) on equity securities or stock indices as a hedge or to enhance return (the recognized exchange requirement is a non-fundamental policy); (iii) purchase and sell currency futures contracts (on recognized futures exchanges) as a hedge or to adjust exposure to the currency market (the recognized exchange requirement and limitation as to purpose are non-fundamental policies); (iv) sell covered call options on and purchase put and call options contracts on futures contracts (on recognized futures exchanges) of the type and for the same reasons the Portfolio is permitted to enter futures contracts (other than the requirement that the Portfolio be permitted to enter into futures contracts, this policy in (iv) is non-fundamental); and (v) sell covered put options on futures contracts (on recognized futures exchanges) of the type and for the same reasons the Portfolio is permitted to enter into futures contracts. The policies in (i) and (iv) above are permitted only if either (a) the sum of the initial margin for futures and options sold on futures, plus premiums paid for unexpired options on futures, does not exceed 5% of total assets or (b) the aggregate notional value of positions in futures and options on futures does not exceed the liquidation value of the Portfolio's assets (excluding "in the money" and "bona fide hedging" as defined by the Commodity Futures Trading Commission (the "CFTC")). The policies in (ii), (iii) and (v) above are permitted so long as the sum of the initial margin for futures and options sold on futures, plus premiums paid for unexpired options on futures does not exceed 5% of total assets (excluding "in the money" and "bona fide hedging" as defined by the CFTC). C-13 FI MID CAP OPPORTUNITIES: CURRENT RESTRICTIONS PROPOSED RESTRICTIONS - ------------------------------------- ------------------------------------- BORROWING: BORROWING: The Portfolio may not (a) borrow The Portfolio may not borrow money, money to purchase securities or except to the extent permitted by purchase securities on margin; applicable law, regulation or order. (b) borrow money more than 5% of total assets for extraordinary or emergency purposes (e.g., to honor redemption requests which might otherwise require the sale of securities at an inopportune time); or (c) borrow in the form of short-term credits necessary to clear Portfolio transactions or to enter into reverse repurchase agreements with banks, together with amounts borrowed for extraordinary or emergency purposes, more than 1/3 of the amount by which total assets exceed total liabilities (excluding the liabilities represented by such obligations). UNDERWRITING: UNDERWRITING: The Portfolio may not engage in the The Portfolio may not underwrite underwriting of securities of other securities issued by other persons issuers except to the extent that in except to the extent that, in selling portfolio securities it may connection with the disposition of be deemed to be a "statutory" its portfolio investments, it may be underwriter for purposes of the deemed to be an underwriter under Securities Act of 1933. certain federal securities laws. ISSUANCE OF SENIOR SECURITIES: ISSUANCE OF SENIOR SECURITIES: The Portfolio may not issue senior The Portfolio may not issue any securities. senior securities except to the extent permitted by applicable law, regulation or order (for purposes of this restriction, collateral arrangements with respect to any type of swap, option, forward contract or futures contract and collateral arrangements with respect to initial and variation margin are not deemed to involve the issuance of a senior security). OPTIONS: OPTIONS: The Portfolio may not sell call Eliminate. options which are not covered options. The Portfolio may not sell put options other than to close out option positions previously entered into; provided that the Portfolio may (i) sell covered put options on securities and stock indices to earn additional income, as a hedge against or to minimize anticipated loss in value; and (ii) sell covered put options on currencies as a hedge against anticipated declines in currency exchange rates in which securities are held or to be purchased or to earn additional income. C-14 CURRENT RESTRICTIONS PROPOSED RESTRICTIONS - ------------------------------------- ------------------------------------- LOANS: LOANS: The Portfolio may not make loans but The Portfolio may not make loans, this shall not prohibit a Portfolio except by purchasing debt obligations from entering into repurchase in which the Portfolio may invest agreements or purchasing bonds, consistent with its investment notes, debentures or other policies, by entering into repurchase obligations of a character agreements, by lending its portfolio customarily purchased by securities, or as otherwise permitted institutional or individual by applicable law, regulation or investors. The Portfolio may not lend order. portfolio securities in excess of 25% of total assets. REAL ESTATE: REAL ESTATE: The Portfolio may not invest more The Portfolio may not purchase or than 10% of total assets (including sell real estate, except that, REITs) in real estate interests, consistent with its investment including real estate mortgage loans, policies, the Portfolio may purchase provided that the limit shall not securities of issuers which deal in restrict investments in real estate, securities which are exchange-traded real estate secured by interests in real estate, investment trusts and shares of other and securities which represent real estate companies. interests in real estate, and it may acquire and dispose of real estate or interests in real estate acquired through the exercise of its rights as a holder of debt obligations secured by real estate or interests therein. INDUSTRY CONCENTRATION: INDUSTRY CONCENTRATION: The Portfolio may not invest more The Portfolio may not purchase than 25% of total assets in securities (other than (i) securities securities issued by companies issued or guaranteed by the U.S. primarily engaged in any one government, its agencies or industry; provided that: instrumentalities and (ii) securities (a) utilities will be considered of a registered investment company, separate industries according to type and (iii) in the case of BlackRock of service; (b) oil and oil related Money Market, bank instruments issued companies will be considered separate by domestic banks and U.S. branches industries according to type (e.g., of foreign banks) if, as a result of domestic crude oil and gas producers, such purchase, more than 25% of the domestic integrated oil companies, total assets of the Portfolio (as of international oil companies, and oil the time of investment) would be service companies will each be deemed invested in any one industry, except a separate industry); and to the extent permitted by applicable (c) savings, loan associations, and law, regulation or order. finance companies will be considered separate industries. For these purposes, money market instruments issued by a foreign branch of a domestic bank will not be deemed to be an investment in a domestic bank. The Fund will disclose when more than 25% of these above-mentioned Portfolios' total assets are invested in four oil related industries. FOREIGN SECURITIES: FOREIGN SECURITIES: The Portfolio may not invest more Eliminate. than 30% of total assets in foreign securities (including investments through European Depositary Receipts ("EDRs") and International Depositary Receipts ("IDRs"), but excluding investments through American Depositary Receipts ("ADRs")) denominated in a foreign currency and not publicly traded in the U.S. C-15 CURRENT RESTRICTIONS PROPOSED RESTRICTIONS - ------------------------------------- ------------------------------------- COMMODITIES: COMMODITIES: The Portfolio may not invest in The Portfolio may not purchase or commodities or commodity contracts; sell commodities or commodity provided that the Portfolio may contracts, except that, consistent (i) as a non-fundamental investment with its investment policies, the policy, purchase and sell futures Portfolio may purchase and sell contracts (on recognized futures financial futures contracts and exchanges) on debt securities and options and may enter into swap indices of debt securities as a hedge agreements, foreign exchange against or to minimize adverse contracts and other financial principal fluctuations resulting from transactions not requiring the anticipated interest rate changes or delivery of physical commodities. to adjust exposure to the bond market; (ii) purchase and sell futures contracts (on recognized futures exchanges) on equity securities or stock indices as a hedge or to enhance return (the recognized exchange requirement is a non-fundamental policy); (iii) purchase and sell currency futures contracts (on recognized futures exchanges) as a hedge or to adjust exposure to the currency market (the recognized exchange requirement and limitation as to purpose are non-fundamental policies); (iv) sell covered call options on and purchase put and call options contracts on futures contracts (on recognized futures exchanges) of the type and for the same reasons the Portfolio is permitted to enter futures contracts (other than the requirement that the Portfolio be permitted to enter into futures contracts, this policy in (iv) is non-fundamental); and (v) sell covered put options on futures contracts (on recognized futures exchanges) of the type and for the same reasons the Portfolio is permitted to enter into futures contracts. The policies in (i) and (iv) above are permitted only if either (a) the sum of the initial margin for futures and options sold on futures, plus premiums paid for unexpired options on futures, does not exceed 5% of total assets or (b) the aggregate notional value of positions in futures and options on futures does not exceed the liquidation value of the Portfolio's assets (excluding "in the money" and "bona fide hedging" as defined by the Commodity Futures Trading Commission (the "CFTC")). The policies in (ii), (iii) and (v) above are permitted so long as the sum of the initial margin for futures and options sold on futures, plus premiums paid for unexpired options on futures does not exceed 5% of total assets (excluding "in the money" and "bona fide hedging" as defined by the CFTC). C-16 FRANKLIN TEMPLETON SMALL CAP GROWTH CURRENT RESTRICTIONS PROPOSED RESTRICTIONS - ------------------------------------- ------------------------------------- BORROWING: BORROWING: The Portfolio may not (a) borrow The Portfolio may not borrow money, money to purchase securities or except to the extent permitted by purchase securities on margin; applicable law, regulation or order. (b) borrow money more than 5% of total assets for extraordinary or emergency purposes (e.g., to honor redemption requests which might otherwise require the sale of securities at an inopportune time); or (c) borrow in the form of short-term credits necessary to clear Portfolio transactions or to enter into reverse repurchase agreements with banks, together with amounts borrowed for extraordinary or emergency purposes, more than 1/3 of the amount by which total assets exceed total liabilities (excluding the liabilities represented by such obligations). UNDERWRITING: UNDERWRITING: The Portfolio may not engage in the The Portfolio may not underwrite underwriting of securities of other securities issued by other persons issuers except to the extent that in except to the extent that, in selling portfolio securities it may connection with the disposition of be deemed to be a "statutory" its portfolio investments, it may be underwriter for purposes of the deemed to be an underwriter under Securities Act of 1933. certain federal securities laws. ISSUANCE OF SENIOR SECURITIES: ISSUANCE OF SENIOR SECURITIES: The Portfolio may not issue senior The Portfolio may not issue any securities. senior securities except to the extent permitted by applicable law, regulation or order (for purposes of this restriction, collateral arrangements with respect to any type of swap, option, forward contract or futures contract and collateral arrangements with respect to initial and variation margin are not deemed to involve the issuance of a senior security). OPTIONS: OPTIONS: The Portfolio may not sell call Eliminate. options which are not covered options. Sell put options other than to close out option positions previously entered into; provided that the Portfolio may sell covered put options on securities and stock indices to earn additional income, as a hedge against or to minimize anticipated loss in value. LOANS: LOANS: The Portfolio may not make loans but The Portfolio may not make loans, this shall not prohibit a Portfolio except by purchasing debt obligations from entering into repurchase in which the Portfolio may invest agreements or purchasing bonds, consistent with its investment notes, debentures or other policies, by entering into repurchase obligations of a character agreements, by lending its portfolio customarily purchased by securities, or as otherwise permitted institutional or individual by applicable law, regulation or investors. The Portfolio may not lend order. portfolio securities in excess of 20% of total assets. C-17 CURRENT RESTRICTIONS PROPOSED RESTRICTIONS - ------------------------------------- ------------------------------------- REAL ESTATE: REAL ESTATE: The Portfolio may not invest more The Portfolio may not purchase or than 10% of total assets (including sell real estate, except that, REITs) in real estate interests, consistent with its investment including real estate mortgage loans, policies, the Portfolio may purchase provided that the limit shall not securities of issuers which deal in restrict investments in real estate, securities which are exchange-traded real estate secured by interests in real estate, investment trusts and shares of other and securities which represent real estate companies. interests in real estate, and it may acquire and dispose of real estate or interests in real estate acquired through the exercise of its rights as a holder of debt obligations secured by real estate or interests therein. INDUSTRY CONCENTRATION: INDUSTRY CONCENTRATION: The Portfolio may not invest more The Portfolio may not purchase than 25% of total assets in securities (other than (i) securities securities issued by companies issued or guaranteed by the U.S. primarily engaged in any one government, its agencies or industry; provided that: instrumentalities and (ii) securities (a) utilities will be considered of a registered investment company, separate industries according to type and (iii) in the case of BlackRock of service; (b) oil and oil related Money Market, bank instruments issued companies will be considered separate by domestic banks and U.S. branches industries according to type (e.g., of foreign banks) if, as a result of domestic crude oil and gas producers, such purchase, more than 25% of the domestic integrated oil companies, total assets of the Portfolio (as of international oil companies, and oil the time of investment) would be service companies will each be deemed invested in any one industry, except a separate industry); and to the extent permitted by applicable (c) savings, loan associations, and law, regulation or order. finance companies will be considered separate industries. For these purposes, money market instruments issued by a foreign branch of a domestic bank will not be deemed to be an investment in a domestic bank. The Fund will disclose when more than 25% of these above-mentioned Portfolios' total assets are invested in four oil related industries. FOREIGN SECURITIES: FOREIGN SECURITIES: The Portfolio may not invest more Eliminate. than 25% of total assets in foreign securities (including investments through European Depositary Receipts ("EDRs") and International Depositary Receipts ("IDRs"), but excluding investments through American Depositary Receipts ("ADRs")). C-18 CURRENT RESTRICTIONS PROPOSED RESTRICTIONS - ------------------------------------- ------------------------------------- COMMODITIES: COMMODITIES: The Portfolio may not invest in The Portfolio may not purchase or commodities or commodity contracts; sell commodities or commodity provided that the Portfolio may contracts, except that, consistent (i) as a non-fundamental investment with its investment policies, the policy, purchase and sell futures Portfolio may purchase and sell contracts (on recognized futures financial futures contracts and exchanges) on debt securities and options and may enter into swap indices of debt securities as a hedge agreements, foreign exchange against or to minimize adverse contracts and other financial principal fluctuations resulting from transactions not requiring the anticipated interest rate changes or delivery of physical commodities. to adjust exposure to the bond market; (ii) purchase and sell futures contracts (on recognized futures exchanges) on equity securities or stock indices as a hedge or to enhance return (the recognized exchange requirement is a non-fundamental policy); (iii) purchase and sell currency futures contracts (on recognized futures exchanges) as a hedge or to adjust exposure to the currency market (the recognized exchange requirement and limitation as to purpose are non-fundamental policies); (iv) sell covered call options on and purchase put and call options contracts on futures contracts (on recognized futures exchanges) of the type and for the same reasons the Portfolio is permitted to enter futures contracts (other than the requirement that the Portfolio be permitted to enter into futures contracts, this policy in (iv) is non-fundamental); and (v) sell covered put options on futures contracts (on recognized futures exchanges) of the type and for the same reasons the Portfolio is permitted to enter into futures contracts. The policies in (i) and (iv) above are permitted only if either (a) the sum of the initial margin for futures and options sold on futures, plus premiums paid for unexpired options on futures, does not exceed 5% of total assets or (b) the aggregate notional value of positions in futures and options on futures does not exceed the liquidation value of the Portfolio's assets (excluding "in the money" and "bona fide hedging" as defined by the Commodity Futures Trading Commission (the "CFTC")). The policies in (ii), (iii) and (v) above are permitted so long as the sum of the initial margin for futures and options sold on futures, plus premiums paid for unexpired options on futures does not exceed 5% of total assets (excluding "in the money" and "bona fide hedging" as defined by the CFTC). C-19 HARRIS OAKMARK LARGE CAP VALUE: CURRENT RESTRICTIONS PROPOSED RESTRICTIONS - ------------------------------------- ------------------------------------- BORROWING: BORROWING: The Portfolio may not (a) borrow The Portfolio may not borrow money, money to purchase securities or except to the extent permitted by purchase securities on margin; applicable law, regulation or order. (b) borrow money more than 5% of total assets for extraordinary or emergency purposes (e.g., to honor redemption requests which might otherwise require the sale of securities at an inopportune time); or (c) borrow in the form of short-term credits necessary to clear Portfolio transactions or to enter into reverse repurchase agreements with banks, together with amounts borrowed for extraordinary or emergency purposes, more than 1/3 of the amount by which total assets exceed total liabilities (excluding the liabilities represented by such obligations). UNDERWRITING: UNDERWRITING: The Portfolio may not engage in the The Portfolio may not underwrite underwriting of securities of other securities issued by other persons issuers except to the extent that in except to the extent that, in selling portfolio securities it may connection with the disposition of be deemed to be a "statutory" its portfolio investments, it may be underwriter for purposes of the deemed to be an underwriter under Securities Act of 1933. certain federal securities laws. ISSUANCE OF SENIOR SECURITIES: ISSUANCE OF SENIOR SECURITIES: The Portfolio may not issue senior The Portfolio may not issue any securities. senior securities except to the extent permitted by applicable law, regulation or order (for purposes of this restriction, collateral arrangements with respect to any type of swap, option, forward contract or futures contract and collateral arrangements with respect to initial and variation margin are not deemed to involve the issuance of a senior security). OPTIONS: OPTIONS: The Portfolio may not sell call Eliminate. options which are not covered options. The Portfolio may not sell put options other than to close out option positions previously entered into. LOANS: LOANS: The Portfolio may not make loans but The Portfolio may not make loans, this shall not prohibit a Portfolio except by purchasing debt obligations from entering into repurchase in which the Portfolio may invest agreements or purchasing bonds, consistent with its investment notes, debentures or other policies, by entering into repurchase obligations of a character agreements, by lending its portfolio customarily purchased by securities, or as otherwise permitted institutional or individual by applicable law, regulation or investors. The Portfolio may not lend order. portfolio securities in excess of 33-1/3% of total assets. C-20 CURRENT RESTRICTIONS PROPOSED RESTRICTIONS - ------------------------------------- ------------------------------------- REAL ESTATE: REAL ESTATE: The Portfolio may not invest more The Portfolio may not purchase or than 10% of total assets (including sell real estate, except that, REITs) in real estate interests, consistent with its investment including real estate mortgage loans, policies, the Portfolio may purchase provided that the limit shall not securities of issuers which deal in restrict investments in real estate, securities which are exchange-traded real estate secured by interests in real estate, investment trusts and shares of other and securities which represent real estate companies. interests in real estate, and it may acquire and dispose of real estate or interests in real estate acquired through the exercise of its rights as a holder of debt obligations secured by real estate or interests therein. INDUSTRY CONCENTRATION: INDUSTRY CONCENTRATION: The Portfolio may not invest more The Portfolio may not purchase than 25% of total assets in securities (other than (i) securities securities issued by companies issued or guaranteed by the U.S. primarily engaged in any one government, its agencies or industry; provided that: instrumentalities and (ii) securities (a) utilities will be considered of a registered investment company, separate industries according to type and (iii) in the case of BlackRock of service; (b) oil and oil related Money Market, bank instruments issued companies will be considered separate by domestic banks and U.S. branches industries according to type (e.g., of foreign banks) if, as a result of domestic crude oil and gas producers, such purchase, more than 25% of the domestic integrated oil companies, total assets of the Portfolio (as of international oil companies, and oil the time of investment) would be service companies will each be deemed invested in any one industry, except a separate industry); and to the extent permitted by applicable (c) savings, loan associations, and law, regulation or order. finance companies will be considered separate industries. For these purposes, money market instruments issued by a foreign branch of a domestic bank will not be deemed to be an investment in a domestic bank. The Fund will disclose when more than 25% of these above-mentioned Portfolios' total assets are invested in four oil related industries. FOREIGN SECURITIES: FOREIGN SECURITIES: The Portfolio may not invest more Eliminate. than 25% of total assets in foreign securities (including investments through European Depositary Receipts ("EDRs") and International Depositary Receipts ("IDRs"), but excluding investments through American Depositary Receipts ("ADRs")). C-21 CURRENT RESTRICTIONS PROPOSED RESTRICTIONS - ------------------------------------- ------------------------------------- COMMODITIES: COMMODITIES: The Portfolio may not Invest in The Portfolio may not purchase or commodities or commodity contracts; sell commodities or commodity provided that the Portfolio may contracts, except that, consistent (i) as a non-fundamental investment with its investment policies, the policy, purchase and sell futures Portfolio may purchase and sell contracts (on recognized futures financial futures contracts and exchanges) on debt securities and options and may enter into swap indices of debt securities as a hedge agreements, foreign exchange against or to minimize adverse contracts and other financial principal fluctuations resulting from transactions not requiring the anticipated interest rate changes or delivery of physical commodities. to adjust exposure to the bond market; and (ii) sell covered call options on and purchase put and call options contracts on futures contracts (on recognized futures exchanges) of the type and for the same reasons the Portfolio is permitted to enter futures contracts (other than the requirement that the Portfolio be permitted to enter into futures contracts, this policy in (ii) is non-fundamental). The policies in (i) and (ii) above are permitted only if either (a) the sum of the initial margin for futures and options sold on futures, plus premiums paid for unexpired options on futures, does not exceed 5% of total assets or (b) the aggregate notional value of positions in futures and options on futures does not exceed the liquidation value of the Portfolio's assets (excluding "in the money" and "bona fide hedging" as defined by the Commodity Futures Trading Commission). The Portfolio's policy to not purchase and sell futures contracts (on recognized futures exchanges) on equity securities or stock indices as a hedge or to enhance return is a non-fundamental policy. C-22 LEHMAN BROTHERS AGGREGATE BOND INDEX CURRENT RESTRICTIONS PROPOSED RESTRICTIONS - ------------------------------------- ------------------------------------- BORROWING: BORROWING: The Portfolio may not (a) borrow The Portfolio may not borrow money, money to purchase securities or except to the extent permitted by purchase securities on margin; applicable law, regulation or order. (b) borrow money more than 5% of total assets for extraordinary or emergency purposes (e.g., to honor redemption requests which might otherwise require the sale of securities at an inopportune time); or (c) borrow in the form of short-term credits necessary to clear Portfolio transactions or to enter into reverse repurchase agreements with banks, together with amounts borrowed for extraordinary or emergency purposes, more than 1/3 of the amount by which total assets exceed total liabilities (excluding the liabilities represented by such obligations). UNDERWRITING: UNDERWRITING: The Portfolio may not engage in the The Portfolio may not underwrite underwriting of securities of other securities issued by other persons issuers except to the extent that in except to the extent that, in selling portfolio securities it may connection with the disposition of be deemed to be a "statutory" its portfolio investments, it may be underwriter for purposes of the deemed to be an underwriter under Securities Act of 1933. certain federal securities laws. ISSUANCE OF SENIOR SECURITIES: ISSUANCE OF SENIOR SECURITIES: The Portfolio may not issue senior The Portfolio may not issue any securities. senior securities except to the extent permitted by applicable law, regulation or order (for purposes of this restriction, collateral arrangements with respect to any type of swap, option, forward contract or futures contract and collateral arrangements with respect to initial and variation margin are not deemed to involve the issuance of a senior security). OPTIONS: OPTIONS: The Portfolio may not sell call Eliminate. options which are not covered options. The Portfolio may not sell put options other than to close out option positions previously entered into. LOANS: LOANS: The Portfolio may not make loans but The Portfolio may not make loans, this shall not prohibit a Portfolio except by purchasing debt obligations from entering into repurchase in which the Portfolio may invest agreements or purchasing bonds, consistent with its investment notes, debentures or other policies, by entering into repurchase obligations of a character agreements, by lending its portfolio customarily purchased by securities, or as otherwise permitted institutional or individual by applicable law, regulation or investors. The Portfolio may not lend order. portfolio securities in excess of 33-1/3 % of total assets. C-23 CURRENT RESTRICTIONS PROPOSED RESTRICTIONS - ------------------------------------- ------------------------------------- REAL ESTATE: REAL ESTATE: The Portfolio may not invest more The Portfolio may not purchase or than 10% of total assets (including sell real estate, except that, REITs) in real estate interests, consistent with its investment including real estate mortgage loans, policies, the Portfolio may purchase provided that the limit shall not securities of issuers which deal in restrict investments in real estate, securities which are exchange-traded real estate secured by interests in real estate, investment trusts and shares of other and securities which represent real estate companies. interests in real estate, and it may acquire and dispose of real estate or interests in real estate acquired through the exercise of its rights as a holder of debt obligations secured by real estate or interests therein. INDUSTRY CONCENTRATION: INDUSTRY CONCENTRATION: The Portfolio may not invest more The Portfolio may not purchase than 25% of total assets in securities (other than (i) securities securities issued by companies issued or guaranteed by the U.S. primarily engaged in any one government, its agencies or industry; provided that: instrumentalities and (ii) securities (a) utilities will be considered of a registered investment company, separate industries according to type and (iii) in the case of BlackRock of service; (b) oil and oil related Money Market, bank instruments issued companies will be considered separate by domestic banks and U.S. branches industries according to type (e.g., of foreign banks) if, as a result of domestic crude oil and gas producers, such purchase, more than 25% of the domestic integrated oil companies, total assets of the Portfolio (as of international oil companies, and oil the time of investment) would be service companies will each be deemed invested in any one industry, except a separate industry); and to the extent permitted by applicable (c) savings, loan associations, and law, regulation or order. finance companies will be considered separate industries. For these purposes, money market instruments issued by a foreign branch of a domestic bank will not be deemed to be an investment in a domestic bank. The Fund will disclose when more than 25% of these above-mentioned Portfolios' total assets are invested in four oil related industries. For purposes of application of this restriction, companies engaged in the business of financing may be classified according to the industries of their parent or sponsor companies, or industries that otherwise most affect the financing companies. C-24 CURRENT RESTRICTIONS PROPOSED RESTRICTIONS - ------------------------------------- ------------------------------------- COMMODITIES: COMMODITIES: The Portfolio may not Invest in The Portfolio may not purchase or commodities or commodity contracts; sell commodities or commodity provided that the Portfolio may contracts, except that, consistent (i) as a non-fundamental investment with its investment policies, the policy, purchase and sell futures Portfolio may purchase and sell contracts (on recognized futures financial futures contracts and exchanges) on debt securities and options and may enter into swap indices of debt securities as a hedge agreements, foreign exchange against or to minimize adverse contracts and other financial principal fluctuations resulting from transactions not requiring the anticipated interest rate changes or delivery of physical commodities. to adjust exposure to the bond market; and (ii) sell covered call options on and purchase put and call options contracts on futures contracts (on recognized futures exchanges) of the type and for the same reasons the Portfolio is permitted to enter futures contracts (other than the requirement that the Portfolio be permitted to enter into futures contracts, this policy in (ii) is non-fundamental). The policies in (i) and (ii) above are permitted only if either (a) the sum of the initial margin for futures and options sold on futures, plus premiums paid for unexpired options on futures, does not exceed 5% of total assets or (b) the aggregate notional value of positions in futures and options on futures does not exceed the liquidation value of the Portfolio's assets (excluding "in the money" and "bona fide hedging" as defined by the Commodity Futures Trading Commission). The Portfolio's policy to not purchase and sell futures contracts (on recognized futures exchanges) on equity securities or stock indices as a hedge or to enhance return is a non-fundamental policy. C-25 METLIFE STOCK INDEX CURRENT RESTRICTIONS PROPOSED RESTRICTIONS - ------------------------------------- ------------------------------------- BORROWING: BORROWING: The Portfolio may not (a) borrow The Portfolio may not borrow money, money to purchase securities or except to the extent permitted by purchase securities on margin; applicable law, regulation or order. (b) borrow money more than 5% of total assets for extraordinary or emergency purposes (e.g., to honor redemption requests which might otherwise require the sale of securities at an inopportune time); or (c) borrow in the form of short-term credits necessary to clear Portfolio transactions or to enter into reverse repurchase agreements with banks, together with amounts borrowed for extraordinary or emergency purposes, more than 1/3 of the amount by which total assets exceed total liabilities (excluding the liabilities represented by such obligations). UNDERWRITING: UNDERWRITING: The Portfolio may not engage in the The Portfolio may not underwrite underwriting of securities of other securities issued by other persons issuers except to the extent that in except to the extent that, in selling portfolio securities it may connection with the disposition of be deemed to be a "statutory" its portfolio investments, it may be underwriter for purposes of the deemed to be an underwriter under Securities Act of 1933. certain federal securities laws. ISSUANCE OF SENIOR SECURITIES: ISSUANCE OF SENIOR SECURITIES: The Portfolio may not issue senior The Portfolio may not issue any securities. senior securities except to the extent permitted by applicable law, regulation or order (for purposes of this restriction, collateral arrangements with respect to any type of swap, option, forward contract or futures contract and collateral arrangements with respect to initial and variation margin are not deemed to involve the issuance of a senior security). OPTIONS: OPTIONS: The Portfolio may not sell call Eliminate. options which are not covered options. The Portfolio may not sell put options other than to close out option positions previously entered into. LOANS: LOANS: The Portfolio may not make loans but The Portfolio may not make loans, this shall not prohibit a Portfolio except by purchasing debt obligations from entering into repurchase in which the Portfolio may invest agreements or purchasing bonds, consistent with its investment notes, debentures or other policies, by entering into repurchase obligations of a character agreements, by lending its portfolio customarily purchased by securities, or as otherwise permitted institutional or individual by applicable law, regulation or investors. The Portfolio will not order. lend portfolio securities in excess of 20% of total assets. C-26 CURRENT RESTRICTIONS PROPOSED RESTRICTIONS - ------------------------------------- ------------------------------------- REAL ESTATE: REAL ESTATE: The Portfolio may not invest more The Portfolio may not purchase or than 10% of total assets (including sell real estate, except that, REITs) in real estate interests, consistent with its investment including real estate mortgage loans, policies, the Portfolio may purchase provided that the limit shall not securities of issuers which deal in restrict investments in real estate, securities which are exchange-traded real estate secured by interests in real estate, investment trusts and shares of other and securities which represent real estate companies. interests in real estate, and it may acquire and dispose of real estate or interests in real estate acquired through the exercise of its rights as a holder of debt obligations secured by real estate or interests therein. INDUSTRY CONCENTRATION: INDUSTRY CONCENTRATION: The Portfolio may not invest more The Portfolio may not purchase than 25% of total assets in securities (other than (i) securities securities issued by companies issued or guaranteed by the U.S. primarily engaged in any one government, its agencies or industry; provided that: instrumentalities and (ii) securities (a) utilities will be considered of a registered investment company, separate industries according to type and (iii) in the case of BlackRock of service; (b) oil and oil related Money Market, bank instruments issued companies will be considered separate by domestic banks and U.S. branches industries according to type (e.g., of foreign banks) if, as a result of domestic crude oil and gas producers, such purchase, more than 25% of the domestic integrated oil companies, total assets of the Portfolio (as of international oil companies, and oil the time of investment) would be service companies will each be deemed invested in any one industry, except a separate industry); and to the extent permitted by applicable (c) savings, loan associations, and law, regulation or order. finance companies will be considered separate industries. For these purposes, money market instruments issued by a foreign branch of a domestic bank will not be deemed to be an investment in a domestic bank. The Fund will disclose when more than 25% of these above-mentioned Portfolios' total assets are invested in four oil related industries. FOREIGN SECURITIES: FOREIGN SECURITIES: The Portfolio may not invest more Eliminate. than 10% of total assets in foreign securities (including investments through European Depositary Receipts ("EDRs") and International Depositary Receipts ("IDRs"), but excluding investments through American Depositary Receipts ("ADRs")) except 25% of total assets may be invested in securities issued, assumed, or guaranteed by foreign governments or their political subdivisions or instrumentalities; assumed or guaranteed by domestic issuers; or issued, assumed, or guaranteed by foreign issuers with a class of securities listed on NYSE. C-27 CURRENT RESTRICTIONS PROPOSED RESTRICTIONS - ------------------------------------- ------------------------------------- COMMODITIES: COMMODITIES: The Portfolio may not invest in The Portfolio may not purchase or commodities or commodity contracts; sell commodities or commodity provided that the Portfolio may contracts, except that, consistent (i) as a non-fundamental investment with its investment policies, the policy, purchase and sell futures Portfolio may purchase and sell contracts (on recognized futures financial futures contracts and exchanges) on debt securities and options and may enter into swap indices of debt securities as a hedge agreements, foreign exchange against or to minimize adverse contracts and other financial principal fluctuations resulting from transactions not requiring the anticipated interest rate changes or delivery of physical commodities. to adjust exposure to the bond market; (ii) purchase and sell futures contracts (on recognized futures exchanges) on equity securities or stock indices as a hedge or to enhance return (the recognized exchange requirement is a non-fundamental policy); and (iii) sell covered call options on and purchase put and call options contracts on futures contracts (on recognized futures exchanges) of the type and for the same reasons the Portfolio is permitted to enter futures contracts (other than the requirement that the Portfolio be permitted to enter into futures contracts, this policy in (iii) is non-fundamental). The policies in (i) and (iii) above are permitted only if either (a) the sum of the initial margin for futures and options sold on futures, plus premiums paid for unexpired options on futures, does not exceed 5% of total assets or (b) the aggregate notional value of positions in futures and options on futures does not exceed the liquidation value of the Portfolio's assets (excluding "in the money" and "bona fide hedging" as defined by the Commodity Futures Trading Commission (the "CFTC")). The policies in (ii) above are permitted so long as the sum of the initial margin for futures and options sold on futures, plus premiums paid for unexpired options on futures does not exceed 5% of total assets (excluding "in the money" and "bona fide hedging" as defined by the CFTC). C-28 MORGAN STANLEY EAFE INDEX CURRENT RESTRICTIONS PROPOSED RESTRICTIONS - ------------------------------------- ------------------------------------- BORROWING: BORROWING: The Portfolio may not (a) borrow The Portfolio may not borrow money, money to purchase securities or except to the extent permitted by purchase securities on margin; applicable law, regulation or order. (b) borrow money more than 5% of total assets for extraordinary or emergency purposes (e.g., to honor redemption requests which might otherwise require the sale of securities at an inopportune time); or (c) borrow in the form of short-term credits necessary to clear Portfolio transactions or to enter into reverse repurchase agreements with banks, together with amounts borrowed for extraordinary or emergency purposes, more than 1/3 of the amount by which total assets exceed total liabilities (excluding the liabilities represented by such obligations). UNDERWRITING: UNDERWRITING: The Portfolio may not engage in the The Portfolio may not underwrite underwriting of securities of other securities issued by other persons issuers except to the extent that in except to the extent that, in selling portfolio securities it may connection with the disposition of be deemed to be a "statutory" its portfolio investments, it may be underwriter for purposes of the deemed to be an underwriter under Securities Act of 1933. certain federal securities laws. ISSUANCE OF SENIOR SECURITIES: ISSUANCE OF SENIOR SECURITIES: The Portfolio may not issue senior The Portfolio may not issue any securities. senior securities except to the extent permitted by applicable law, regulation or order (for purposes of this restriction, collateral arrangements with respect to any type of swap, option, forward contract or futures contract and collateral arrangements with respect to initial and variation margin are not deemed to involve the issuance of a senior security). OPTIONS: OPTIONS: The Portfolio may not sell call Eliminate. options which are not covered options. The Portfolio may not sell put options other than to close out option positions previously entered into. LOANS: LOANS: The Portfolio may not make loans but The Portfolio may not make loans, this shall not prohibit a Portfolio except by purchasing debt obligations from entering into repurchase in which the Portfolio may invest agreements or purchasing bonds, consistent with its investment notes, debentures or other policies, by entering into repurchase obligations of a character agreements, by lending its portfolio customarily purchased by securities, or as otherwise permitted institutional or individual by applicable law, regulation or investors. The Portfolio may not lend order. portfolio securities in excess of 33-1/3% of total assets. C-29 CURRENT RESTRICTIONS PROPOSED RESTRICTIONS - ------------------------------------- ------------------------------------- REAL ESTATE: REAL ESTATE: The Portfolio may not invest more The Portfolio may not purchase or than 10% of total assets (including sell real estate, except that, REITs) in real estate interests, consistent with its investment including real estate mortgage loans, policies, the Portfolio may purchase provided that the limit shall not securities of issuers which deal in restrict investments in real estate, securities which are exchange-traded real estate secured by interests in real estate, investment trusts and shares of other and securities which represent real estate companies. interests in real estate, and it may acquire and dispose of real estate or interests in real estate acquired through the exercise of its rights as a holder of debt obligations secured by real estate or interests therein. INDUSTRY CONCENTRATION: INDUSTRY CONCENTRATION: The Portfolio may not invest more The Portfolio may not purchase than 25% of total assets in securities (other than (i) securities securities issued by companies issued or guaranteed by the U.S. primarily engaged in any one government, its agencies or industry; provided that: instrumentalities and (ii) securities (a) utilities will be considered of a registered investment company, separate industries according to type and (iii) in the case of BlackRock of service; (b) oil and oil related Money Market, bank instruments issued companies will be considered separate by domestic banks and U.S. branches industries according to type (e.g., of foreign banks) if, as a result of domestic crude oil and gas producers, such purchase, more than 25% of the domestic integrated oil companies, total assets of the Portfolio (as of international oil companies, and oil the time of investment) would be service companies will each be deemed invested in any one industry, except a separate industry); and to the extent permitted by applicable (c) savings, loan associations, and law, regulation or order. finance companies will be considered separate industries. For these purposes, money market instruments issued by a foreign branch of a domestic bank will not be deemed to be an investment in a domestic bank. The Fund will disclose when more than 25% of these above-mentioned Portfolios' total assets are invested in four oil related industries. C-30 CURRENT RESTRICTIONS PROPOSED RESTRICTIONS - ------------------------------------- ------------------------------------- COMMODITIES: COMMODITIES: The Portfolio may not invest in The Portfolio may not purchase or commodities or commodity contracts; sell commodities or commodity provided that the Portfolio may contracts, except that, consistent (i) as a non-fundamental investment with its investment policies, the policy, purchase and sell futures Portfolio may purchase and sell contracts (on recognized futures financial futures contracts and exchanges) on debt securities and options and may enter into swap indices of debt securities as a hedge agreements, foreign exchange against or to minimize adverse contracts and other financial principal fluctuations resulting from transactions not requiring the anticipated interest rate changes or delivery of physical commodities. to adjust exposure to the bond market; (ii) purchase and sell futures contracts (on recognized futures exchanges) on equity securities or stock indices as a hedge or to enhance return (the recognized exchange requirement is a non-fundamental policy); and (iii) sell covered call options on and purchase put and call options contracts on futures contracts (on recognized futures exchanges) of the type and for the same reasons the Portfolio is permitted to enter futures contracts (other than the requirement that the Portfolio be permitted to enter into futures contracts, this policy in (iii) is non-fundamental). The policies in (i) and (iii) above are permitted only if either (a) the sum of the initial margin for futures and options sold on futures, plus premiums paid for unexpired options on futures, does not exceed 5% of total assets or (b) the aggregate notional value of positions in futures and options on futures does not exceed the liquidation value of the Portfolio's assets (excluding "in the money" and "bona fide hedging" as defined by the Commodity Futures Trading Commission (the "CFTC")). The policies in (ii) above are permitted so long as the sum of the initial margin for futures and options sold on futures, plus premiums paid for unexpired options on futures does not exceed 5% of total assets (excluding "in the money" and "bona fide hedging" as defined by the CFTC). C-31 NEUBERGER BERMAN MID CAP VALUE CURRENT RESTRICTIONS PROPOSED RESTRICTIONS - ------------------------------------- ------------------------------------- BORROWING: BORROWING: The Portfolio may not (a) borrow The Portfolio may not borrow money, money to purchase securities or except to the extent permitted by purchase securities on margin; applicable law, regulation or order. (b) borrow money more than 5% of total assets for extraordinary or emergency purposes (e.g., to honor redemption requests which might otherwise require the sale of securities at an inopportune time); or (c) borrow in the form of short-term credits necessary to clear Portfolio transactions or to enter into reverse repurchase agreements with banks, together with amounts borrowed for extraordinary or emergency purposes, more than 1/3 of the amount by which total assets exceed total liabilities (excluding the liabilities represented by such obligations). UNDERWRITING: UNDERWRITING: The Portfolio may not engage in the The Portfolio may not underwrite underwriting of securities of other securities issued by other persons issuers except to the extent that in except to the extent that, in selling portfolio securities it may connection with the disposition of be deemed to be a "statutory" its portfolio investments, it may be underwriter for purposes of the deemed to be an underwriter under Securities Act of 1933. certain federal securities laws. ISSUANCE OF SENIOR SECURITIES: ISSUANCE OF SENIOR SECURITIES: The Portfolio may not issue senior The Portfolio may not issue any securities. senior securities except to the extent permitted by applicable law, regulation or order (for purposes of this restriction, collateral arrangements with respect to any type of swap, option, forward contract or futures contract and collateral arrangements with respect to initial and variation margin are not deemed to involve the issuance of a senior security). OPTIONS: OPTIONS: The Portfolio may not sell call Eliminate. options which are not covered options. The Portfolio may not sell put options other than to close out option positions previously entered into. LOANS: LOANS: The Portfolio may not make loans but The Portfolio may not make loans, this shall not prohibit a Portfolio except by purchasing debt obligations from entering into repurchase in which the Portfolio may invest agreements or purchasing bonds, consistent with its investment notes, debentures or other policies, by entering into repurchase obligations of a character agreements, by lending its portfolio customarily purchased by securities, or as otherwise permitted institutional or individual by applicable law, regulation or investors. The Portfolio may not lend order. portfolio securities in excess of 33-1/3% of total assets. C-32 CURRENT RESTRICTIONS PROPOSED RESTRICTIONS - ------------------------------------- ------------------------------------- REAL ESTATE: REAL ESTATE: The Portfolio may not invest more The Portfolio may not purchase or than 10% of total assets (including sell real estate, except that, REITs) in real estate interests, consistent with its investment including real estate mortgage loans, policies, the Portfolio may purchase provided that the limit shall not securities of issuers which deal in restrict investments in real estate, securities which are exchange-traded real estate secured by interests in real estate, investment trusts and shares of other and securities which represent real estate companies. interests in real estate, and it may acquire and dispose of real estate or interests in real estate acquired through the exercise of its rights as a holder of debt obligations secured by real estate or interests therein. INDUSTRY CONCENTRATION: INDUSTRY CONCENTRATION: The Portfolio may not invest more The Portfolio may not purchase than 25% of total assets in securities (other than (i) securities securities issued by companies issued or guaranteed by the U.S. primarily engaged in any one government, its agencies or industry; provided that: instrumentalities and (ii) securities (a) utilities will be considered of a registered investment company, separate industries according to type and (iii) in the case of BlackRock of service; (b) oil and oil related Money Market, bank instruments issued companies will be considered separate by domestic banks and U.S. branches industries according to type (e.g., of foreign banks) if, as a result of domestic crude oil and gas producers, such purchase, more than 25% of the domestic integrated oil companies, total assets of the Portfolio (as of international oil companies, and oil the time of investment) would be service companies will each be deemed invested in any one industry, except a separate industry); and to the extent permitted by applicable (c) savings, loan associations, and law, regulation or order. finance companies will be considered separate industries. For these purposes, money market instruments issued by a foreign branch of a domestic bank will not be deemed to be an investment in a domestic bank. The Fund will disclose when more than 25% of these above-mentioned Portfolios' total assets are invested in four oil related industries. FOREIGN SECURITIES: FOREIGN SECURITIES: The Portfolio may not invest more Eliminate. than 10% of total assets in foreign securities (including investments through European Depositary Receipts ("EDRs") and International Depositary Receipts ("IDRs"), but excluding investments through American Depositary Receipts ("ADRs")). COMMODITIES: COMMODITIES: The Portfolio may not invest in The Portfolio may not purchase or commodities or commodity contracts. sell commodities or commodity The Portfolio's policy to not contracts, except that, consistent purchase and sell futures contracts with its investment policies, the (on recognized futures exchanges) on Portfolio may purchase and sell equity securities or stock indices as financial futures contracts and a hedge or to enhance return is a options and may enter into swap non-fundamental policy. agreements, foreign exchange contracts and other financial transactions not requiring the delivery of physical commodities. C-33 OPPENHEIMER GLOBAL EQUITY CURRENT RESTRICTIONS PROPOSED RESTRICTIONS - ------------------------------------- ------------------------------------- BORROWING: BORROWING: The Portfolio may not borrow money to The Portfolio may not borrow money, purchase securities or purchase except to the extent permitted by securities on margin. The Portfolio applicable law, regulation or order. may not (i) borrow money in excess of 33% of total assets for extraordinary or emergency purposes (e.g., to honor redemption requests which might otherwise require the sale of securities at an inopportune time), provided that if these obligations with reverse repurchase agreements do not exceed 5% of total assets, no additional securities will be purchased for the Portfolio; or (ii) borrow in the form of short-term credits necessary to clear Portfolio transactions or enter into reverse repurchase agreements with banks, together with amounts borrowed for extraordinary or emergency purposes, more than 1/3 of the amount by which total assets exceed total liabilities (excluding the liabilities represented by such obligations). UNDERWRITING: UNDERWRITING: The Portfolio may not engage in the The Portfolio may not underwrite underwriting of securities of other securities issued by other persons issuers except to the extent that in except to the extent that, in selling portfolio securities it may connection with the disposition of be deemed to be a "statutory" its portfolio investments, it may be underwriter for purposes of the deemed to be an underwriter under Securities Act of 1933. certain federal securities laws. ISSUANCE OF SENIOR SECURITIES: ISSUANCE OF SENIOR SECURITIES: The Portfolio may not issue senior The Portfolio may not issue any securities. senior securities except to the extent permitted by applicable law, regulation or order (for purposes of this restriction, collateral arrangements with respect to any type of swap, option, forward contract or futures contract and collateral arrangements with respect to initial and variation margin are not deemed to involve the issuance of a senior security). C-34 CURRENT RESTRICTIONS PROPOSED RESTRICTIONS - ------------------------------------- ------------------------------------- OPTIONS: OPTIONS: The Portfolio may not sell call Eliminate. options which are not covered options. The Portfolio may not sell put options other than to close out option positions previously entered into; provided that the Portfolio may (i) sell covered put options on securities and stock indices to earn additional income, as a hedge against or to minimize anticipated loss in value; and (ii) sell covered put options on currencies as a hedge against anticipated declines in currency exchange rates in which securities are held or to be purchased or to earn additional income. The Portfolio may not commit more than 5% of the Portfolio's assets to transactions in options, futures or other "derivative" instruments that are intended for any purpose other than to protect against changes in market values of investments the Portfolio owns or intends to acquire, to facilitate the sale or disposition of investments for the Portfolio, or to adjust the effective duration or maturity of fixed income instruments owned by the Portfolio. LOANS: LOANS: The Portfolio may not make loans but The Portfolio may not make loans, this shall not prohibit a Portfolio except by purchasing debt obligations from entering into repurchase in which the Portfolio may invest agreements or purchasing bonds, consistent with its investment notes, debentures or other policies, by entering into repurchase obligations of a character agreements, by lending its portfolio customarily purchased by securities, or as otherwise permitted institutional or individual by applicable law, regulation or investors. The Portfolio may not lend order. portfolio securities in excess of 33-1/3% of total assets. REAL ESTATE: REAL ESTATE: The Portfolio may not invest more The Portfolio may not purchase or than 10% of total assets (including sell real estate, except that, REITs) in real estate interests, consistent with its investment including real estate mortgage loans, policies, the Portfolio may purchase provided that the limit shall not securities of issuers which deal in restrict investments in real estate, securities which are exchange-traded real estate secured by interests in real estate, investment trusts and shares of other and securities which represent real estate companies. interests in real estate, and it may acquire and dispose of real estate or interests in real estate acquired through the exercise of its rights as a holder of debt obligations secured by real estate or interests therein. C-35 CURRENT RESTRICTIONS PROPOSED RESTRICTIONS - ------------------------------------- ------------------------------------- INDUSTRY CONCENTRATION: INDUSTRY CONCENTRATION: The Portfolio may not invest more The Portfolio may not purchase than 25% of total assets in securities (other than (i) securities securities issued by companies issued or guaranteed by the U.S. primarily engaged in any one government, its agencies or industry; provided that: instrumentalities and (ii) securities (a) utilities will be considered of a registered investment company, separate industries according to type and (iii) in the case of BlackRock of service; (b) oil and oil related Money Market, bank instruments issued companies will be considered separate by domestic banks and U.S. branches industries according to type (e.g., of foreign banks) if, as a result of domestic crude oil and gas producers, such purchase, more than 25% of the domestic integrated oil companies, total assets of the Portfolio (as of international oil companies, and oil the time of investment) would be service companies will each be deemed invested in any one industry, except a separate industry); and to the extent permitted by applicable (c) savings, loan associations, and law, regulation or order. finance companies will be considered separate industries. For these purposes, money market instruments issued by a foreign branch of a domestic bank will not be deemed to be an investment in a domestic bank. The Fund will disclose when more than 25% of these above-mentioned Portfolios' total assets are invested in four oil related industries. C-36 CURRENT RESTRICTIONS PROPOSED RESTRICTIONS - ------------------------------------- ------------------------------------- COMMODITIES: COMMODITIES: The Portfolio may not invest in The Portfolio may not purchase or commodities or commodity contracts; sell commodities or commodity provided that the Portfolio may contracts, except that, consistent (i) as a non-fundamental investment with its investment policies, the policy, purchase and sell futures Portfolio may purchase and sell contracts (on recognized futures financial futures contracts and exchanges) on debt securities and options and may enter into swap indices of debt securities as a hedge agreements, foreign exchange against or to minimize adverse contracts and other financial principal fluctuations resulting from transactions not requiring the anticipated interest rate changes or delivery of physical commodities. to adjust exposure to the bond market; (ii) purchase and sell futures contracts (on recognized futures exchanges) on equity securities or stock indices as a hedge or to enhance return (the recognized exchange requirement is a non-fundamental policy); (iii) purchase and sell currency futures contracts (on recognized futures exchanges) as a hedge or to adjust exposure to the currency market (the recognized exchange requirement and limitation as to purpose are non-fundamental policies); (iv) sell covered call options on and purchase put and call options contracts on futures contracts (on recognized futures exchanges) of the type and for the same reasons the Portfolio is permitted to enter futures contracts (other than the requirement that the Portfolio be permitted to enter into futures contracts, this policy in (iv) is non-fundamental); and (v) sell covered put options on futures contracts (on recognized futures exchanges) of the type and for the same reasons the Portfolio is permitted to enter into futures contracts. The policies in (i) and (iv) above are permitted only if either (a) the sum of the initial margin for futures and options sold on futures, plus premiums paid for unexpired options on futures, does not exceed 5% of total assets or (b) the aggregate notional value of positions in futures and options on futures does not exceed the liquidation value of the Portfolio's assets (excluding "in the money" and "bona fide hedging" as defined by the Commodity Futures Trading Commission (the "CFTC")). The policies in (ii), (iii) and (v) above are permitted so long as the sum of the initial margin for futures and options sold on futures, plus premiums paid for unexpired options on futures does not exceed 5% of total assets (excluding "in the money" and "bona fide hedging" as defined by the CFTC). C-37 RUSSELL 2000 INDEX AND METLIFE MID CAP STOCK INDEX CURRENT RESTRICTIONS PROPOSED RESTRICTIONS - ------------------------------------- ------------------------------------- BORROWING: BORROWING: The Portfolio may not (a) borrow The Portfolio may not borrow money, money to purchase securities or except to the extent permitted by purchase securities on margin; applicable law, regulation or order. (b) borrow money more than 5% of total assets for extraordinary or emergency purposes (e.g., to honor redemption requests which might otherwise require the sale of securities at an inopportune time); or (c) borrow in the form of short-term credits necessary to clear Portfolio transactions or to enter into reverse repurchase agreements with banks, together with amounts borrowed for extraordinary or emergency purposes, more than 1/3 of the amount by which total assets exceed total liabilities (excluding the liabilities represented by such obligations). UNDERWRITING: UNDERWRITING: The Portfolio may not engage in the The Portfolio may not underwrite underwriting of securities of other securities issued by other persons issuers except to the extent that in except to the extent that, in selling portfolio securities it may connection with the disposition of be deemed to be a "statutory" its portfolio investments, it may be underwriter for purposes of the deemed to be an underwriter under Securities Act of 1933. certain federal securities laws. ISSUANCE OF SENIOR SECURITIES: ISSUANCE OF SENIOR SECURITIES: The Portfolio may not issue senior The Portfolio may not issue any securities. senior securities except to the extent permitted by applicable law, regulation or order (for purposes of this restriction, collateral arrangements with respect to any type of swap, option, forward contract or futures contract and collateral arrangements with respect to initial and variation margin are not deemed to involve the issuance of a senior security). OPTIONS: OPTIONS: The Portfolio may not sell call Eliminate. options which are not covered options. The Portfolio may not sell put options other than to close out options positions previously entered into. LOANS: LOANS: The Portfolio may not make loans but The Portfolio may not make loans, this shall not prohibit a Portfolio except by purchasing debt obligations from entering into repurchase in which the Portfolio may invest agreements or purchasing bonds, consistent with its investment notes, debentures or other policies, by entering into repurchase obligations of a character agreements, by lending its portfolio customarily purchased by securities, or as otherwise permitted institutional or individual by applicable law, regulation or investors. The Portfolio may not lend order. portfolio securities in excess of 33-1/3% of total assets. C-38 CURRENT RESTRICTIONS PROPOSED RESTRICTIONS - ------------------------------------- ------------------------------------- REAL ESTATE: REAL ESTATE: The Portfolio may not invest more The Portfolio may not purchase or than 10% of total assets (including sell real estate, except that, REITs) in real estate interests, consistent with its investment including real estate mortgage loans, policies, the Portfolio may purchase provided that the limit shall not securities of issuers which deal in restrict investments in real estate, securities which are exchange-traded real estate secured by interests in real estate, investment trusts and shares of other and securities which represent real estate companies. interests in real estate, and it may acquire and dispose of real estate or interests in real estate acquired through the exercise of its rights as a holder of debt obligations secured by real estate or interests therein. INDUSTRY CONCENTRATION: INDUSTRY CONCENTRATION: The Portfolio may not invest more The Portfolio may not purchase than 25% of total assets in securities (other than (i) securities securities issued by companies issued or guaranteed by the U.S. primarily engaged in any one government, its agencies or industry; provided that: instrumentalities and (ii) securities (a) utilities will be considered of a registered investment company, separate industries according to type and (iii) in the case of BlackRock of service; (b) oil and oil related Money Market, bank instruments issued companies will be considered separate by domestic banks and U.S. branches industries according to type (e.g., of foreign banks) if, as a result of domestic crude oil and gas producers, such purchase, more than 25% of the domestic integrated oil companies, total assets of the Portfolio (as of international oil companies, and oil the time of investment) would be service companies will each be deemed invested in any one industry, except a separate industry); and to the extent permitted by applicable (c) savings, loan associations, and law, regulation or order. finance companies will be considered separate industries. For these purposes, money market instruments issued by a foreign branch of a domestic bank will not be deemed to be an investment in a domestic bank. The Fund will disclose when more than 25% of these above-mentioned Portfolios' total assets are invested in four oil related industries. FOREIGN SECURITIES: FOREIGN SECURITIES: The Portfolio may not invest more Eliminate. than 10% of total assets in foreign securities (including investments through European Depositary Receipts ("EDRs") and International Depositary Receipts ("IDRs"), but excluding investments through American Depositary Receipts ("ADRs")) except that 25% of total assets may be invested in securities issued, assumed, or guaranteed by foreign governments or their political subdivisions or instrumentalities; assumed or guaranteed by domestic issuers; or issued, assumed, or guaranteed by foreign issuers with a class of securities listed on NYSE. C-39 CURRENT RESTRICTIONS PROPOSED RESTRICTIONS - ------------------------------------- ------------------------------------- COMMODITIES: COMMODITIES: The Portfolio may not invest in The Portfolio may not purchase or commodities or commodity contracts; sell commodities or commodity provided that the Portfolio may contracts, except that, consistent (i) as a non-fundamental investment with its investment policies, the policy, purchase and sell futures Portfolio may purchase and sell contracts (on recognized futures financial futures contracts and exchanges) on debt securities and options and may enter into swap indices of debt securities as a hedge agreements, foreign exchange against or to minimize adverse contracts and other financial principal fluctuations resulting from transactions not requiring the anticipated interest rate changes or delivery of physical commodities. to adjust exposure to the bond market; (ii) purchase and sell futures contracts (on recognized futures exchanges) on equity securities or stock indices as a hedge or to enhance return (the recognized exchange requirement is a non-fundamental policy); and (iii) sell covered call options on and purchase put and call options contracts on futures contracts (on recognized futures exchanges) of the type and for the same reasons the Portfolio is permitted to enter futures contracts (other than the requirement that the Portfolio be permitted to enter into futures contracts, this policy in (iii) is non-fundamental). The policies in (i) and (iii) above are permitted only if either (a) the sum of the initial margin for futures and options sold on futures, plus premiums paid for unexpired options on futures, does not exceed 5% of total assets or (b) the aggregate notional value of positions in futures and options on futures does not exceed the liquidation value of the Portfolio's assets (excluding "in the money" and "bona fide hedging" as defined by the Commodity Futures Trading Commission (the "CFTC")). The policies in (ii) above are permitted so long as the sum of the initial margin for futures and options sold on futures, plus premiums paid for unexpired options on futures does not exceed 5% of total assets (excluding "in the money" and "bona fide hedging" as defined by the CFTC). C-40 T. ROWE PRICE LARGE CAP GROWTH CURRENT RESTRICTIONS PROPOSED RESTRICTIONS - ------------------------------------- ------------------------------------- BORROWING: BORROWING: The Portfolio may not (a) borrow The Portfolio may not borrow money, money to purchase securities or except to the extent permitted by purchase securities on margin; applicable law, regulation or order. (b) borrow money more than 5% of total assets for extraordinary or emergency purposes (e.g., to honor redemption requests which might otherwise require the sale of securities at an inopportune time); or (c) borrow in the form of short-term credits necessary to clear Portfolio transactions or to enter into reverse repurchase agreements with banks, together with amounts borrowed for extraordinary or emergency purposes, more than 1/3 of the amount by which total assets exceed total liabilities (excluding the liabilities represented by such obligations). UNDERWRITING: UNDERWRITING: The Portfolio may not engage in the The Portfolio may not underwrite underwriting of securities of other securities issued by other persons issuers except to the extent that in except to the extent that, in selling portfolio securities it may connection with the disposition of be deemed to be a "statutory" its portfolio investments, it may be underwriter for purposes of the deemed to be an underwriter under Securities Act of 1933. certain federal securities laws. ISSUANCE OF SENIOR SECURITIES: ISSUANCE OF SENIOR SECURITIES: The Portfolio may not issue senior The Portfolio may not issue any securities. senior securities except to the extent permitted by applicable law, regulation or order (for purposes of this restriction, collateral arrangements with respect to any type of swap, option, forward contract or futures contract and collateral arrangements with respect to initial and variation margin are not deemed to involve the issuance of a senior security). OPTIONS: OPTIONS: The Portfolio may not sell call Eliminate. options which are not covered options. The Portfolio may not sell put options other than to close out option positions previously entered into; provided that the Portfolio may (i) sell covered put options on securities and stock indices to earn additional income, as a hedge against or to minimize anticipated loss in value; and (ii) sell covered put options on currencies as a hedge against anticipated declines in currency exchange rates in which securities are held or to be purchased or to earn additional income. C-41 CURRENT RESTRICTIONS PROPOSED RESTRICTIONS - ------------------------------------- ------------------------------------- LOANS: LOANS: The Portfolio may not make loans but The Portfolio may not make loans, this shall not prohibit a Portfolio except by purchasing debt obligations from entering into repurchase in which the Portfolio may invest agreements or purchasing bonds, consistent with its investment notes, debentures or other policies, by entering into repurchase obligations of a character agreements, by lending its portfolio customarily purchased by securities, or as otherwise permitted institutional or individual by applicable law, regulation or investors. The Portfolio may not lend order. portfolio securities in excess of 33-1/3% of total assets. REAL ESTATE: REAL ESTATE: The Portfolio may not invest more The Portfolio may not purchase or than 10% of total assets (including sell real estate, except that, REITs) in real estate interests, consistent with its investment including real estate mortgage loans, policies, the Portfolio may purchase provided that the limit shall not securities of issuers which deal in restrict investments in real estate, securities which are exchange-traded real estate secured by interests in real estate, investment trusts and shares of other and securities which represent real estate companies. interests in real estate, and it may acquire and dispose of real estate or interests in real estate acquired through the exercise of its rights as a holder of debt obligations secured by real estate or interests therein. INDUSTRY CONCENTRATION: INDUSTRY CONCENTRATION: The Portfolio may not invest more The Portfolio may not purchase than 25% of total assets in securities (other than (i) securities securities issued by companies issued or guaranteed by the U.S. primarily engaged in any one government, its agencies or industry; provided that: instrumentalities and (ii) securities (a) utilities will be considered of a registered investment company, separate industries according to type and (iii) in the case of BlackRock of service; (b) oil and oil related Money Market, bank instruments issued companies will be considered separate by domestic banks and U.S. branches industries according to type (e.g., of foreign banks) if, as a result of domestic crude oil and gas producers, such purchase, more than 25% of the domestic integrated oil companies, total assets of the Portfolio (as of international oil companies, and oil the time of investment) would be service companies will each be deemed invested in any one industry, except a separate industry); and to the extent permitted by applicable (c) savings, loan associations, and law, regulation or order. finance companies will be considered separate industries. For these purposes, money market instruments issued by a foreign branch of a domestic bank will not be deemed to be an investment in a domestic bank. The Fund will disclose when more than 25% of these above-mentioned Portfolios' total assets are invested in four oil related industries. FOREIGN SECURITIES: FOREIGN SECURITIES: The Portfolio may not invest more Eliminate. than 30% (excluding reserves) of total assets in foreign securities (including investments through European Depositary Receipts ("EDRs") and International Depositary Receipts ("IDRs"), but excluding investments through American Depositary Receipts ("ADRs"). C-42 CURRENT RESTRICTIONS PROPOSED RESTRICTIONS - ------------------------------------- ------------------------------------- COMMODITIES: COMMODITIES: The Portfolio may not invest in The Portfolio may not purchase or commodities or commodity contracts; sell commodities or commodity provided that the Portfolio may contracts, except that, consistent (i) as a non-fundamental investment with its investment policies, the policy, purchase and sell futures Portfolio may purchase and sell contracts (on recognized futures financial futures contracts and exchanges) on debt securities and options and may enter into swap indices of debt securities as a hedge agreements, foreign exchange against or to minimize adverse contracts and other financial principal fluctuations resulting from transactions not requiring the anticipated interest rate changes or delivery of physical commodities. to adjust exposure to the bond market; (ii) purchase and sell futures contracts (on recognized futures exchanges) on equity securities or stock indices as a hedge or to enhance return (the recognized exchange requirement is a non-fundamental policy); (iii) purchase and sell currency futures contracts (on recognized futures exchanges) as a hedge or to adjust exposure to the currency market (the recognized exchange requirement and limitation as to purpose are non-fundamental policies); (iv) sell covered call options on and purchase put and call options contracts on futures contracts (on recognized futures exchanges) of the type and for the same reasons the Portfolio is permitted to enter futures contracts (other than the requirement that the Portfolio be permitted to enter into futures contracts, this policy in (iv) is non-fundamental); and (v) sell covered put options on futures contracts (on recognized futures exchanges) of the type and for the same reasons the Portfolio is permitted to enter into futures contracts. The policies in (i) and (iv) above are permitted only if either (a) the sum of the initial margin for futures and options sold on futures, plus premiums paid for unexpired options on futures, does not exceed 5% of total assets or (b) the aggregate notional value of positions in futures and options on futures does not exceed the liquidation value of the Portfolio's assets (excluding "in the money" and "bona fide hedging" as defined by the Commodity Futures Trading Commission (the "CFTC")). The policies in (ii), (iii) and (v) above are permitted so long as the sum of the initial margin for futures and options sold on futures, plus premiums paid for unexpired options on futures does not exceed 5% of total assets (excluding "in the money" and "bona fide hedging" as defined by the CFTC). C-43 T. ROWE PRICE SMALL CAP GROWTH CURRENT RESTRICTIONS PROPOSED RESTRICTIONS - ------------------------------------- ------------------------------------- BORROWING: BORROWING: The Portfolio may not (a) borrow The Portfolio may not borrow money, money to purchase securities or except to the extent permitted by purchase securities on margin; applicable law, regulation or order. (b) borrow money more than 5% of total assets for extraordinary or emergency purposes (e.g., to honor redemption requests which might otherwise require the sale of securities at an inopportune time); or (c) borrow in the form of short-term credits necessary to clear Portfolio transactions or to enter into reverse repurchase agreements with banks, together with amounts borrowed for extraordinary or emergency purposes, more than 1/3 of the amount by which total assets exceed total liabilities (excluding the liabilities represented by such obligations). UNDERWRITING: UNDERWRITING: The Portfolio may not engage in the The Portfolio may not underwrite underwriting of securities of other securities issued by other persons issuers except to the extent that in except to the extent that, in selling portfolio securities it may connection with the disposition of be deemed to be a "statutory" its portfolio investments, it may be underwriter for purposes of the deemed to be an underwriter under Securities Act of 1933. certain federal securities laws. ISSUANCE OF SENIOR SECURITIES: ISSUANCE OF SENIOR SECURITIES: The Portfolio may not issue senior The Portfolio may not issue any securities. senior securities except to the extent permitted by applicable law, regulation or order (for purposes of this restriction, collateral arrangements with respect to any type of swap, option, forward contract or futures contract and collateral arrangements with respect to initial and variation margin are not deemed to involve the issuance of a senior security). OPTIONS: OPTIONS: The Portfolio may not sell call Eliminate. options which are not covered options. The Portfolio may not sell put options other than to close out option positions previously entered into; provided that the Portfolio may (i) sell covered put options on securities and stock indices to earn additional income, as a hedge against or to minimize anticipated loss in value; and (ii) sell covered put options on currencies as a hedge against anticipated declines in currency exchange rates in which securities are held or to be purchased or to earn additional income. C-44 CURRENT RESTRICTIONS PROPOSED RESTRICTIONS - ------------------------------------- ------------------------------------- LOANS: LOANS: The Portfolio may not make loans but The Portfolio may not make loans, this shall not prohibit a Portfolio except by purchasing debt obligations from entering into repurchase in which the Portfolio may invest agreements or purchasing bonds, consistent with its investment notes, debentures or other policies, by entering into repurchase obligations of a character agreements, by lending its portfolio customarily purchased by securities, or as otherwise permitted institutional or individual by applicable law, regulation or investors. The Portfolio may not lend order. portfolio securities in excess of 33-1/3% of total assets. REAL ESTATE: REAL ESTATE: The Portfolio may not invest more The Portfolio may not purchase or than 10% of total assets (including sell real estate, except that, REITs) in real estate interests, consistent with its investment including real estate mortgage loans, policies, the Portfolio may purchase provided that the limit shall not securities of issuers which deal in restrict investments in real estate, securities which are exchange-traded real estate secured by interests in real estate, investment trusts and shares of other and securities which represent real estate companies. interests in real estate, and it may acquire and dispose of real estate or interests in real estate acquired through the exercise of its rights as a holder of debt obligations secured by real estate or interests therein. INDUSTRY CONCENTRATION: INDUSTRY CONCENTRATION: The Portfolio may not invest more The Portfolio may not purchase than 25% of total assets in securities (other than (i) securities securities issued by companies issued or guaranteed by the U.S. primarily engaged in any one government, its agencies or industry; provided that: instrumentalities and (ii) securities (a) utilities will be considered of a registered investment company, separate industries according to type and (iii) in the case of BlackRock of service; (b) oil and oil related Money Market, bank instruments issued companies will be considered separate by domestic banks and U.S. branches industries according to type (e.g., of foreign banks) if, as a result of domestic crude oil and gas producers, such purchase, more than 25% of the domestic integrated oil companies, total assets of the Portfolio (as of international oil companies, and oil the time of investment) would be service companies will each be deemed invested in any one industry, except a separate industry); and to the extent permitted by applicable (c) savings, loan associations, and law, regulation or order. finance companies will be considered separate industries. For these purposes, money market instruments issued by a foreign branch of a domestic bank will not be deemed to be an investment in a domestic bank. The Fund will disclose when more than 25% of these above-mentioned Portfolios' total assets are invested in four oil related industries. FOREIGN SECURITIES: FOREIGN SECURITIES: The Portfolio may not invest more Eliminate. than 20% (excluding reserves) of total assets in foreign securities (including investments through European Depositary Receipts ("EDRs") and International Depositary Receipts ("IDRs"), but excluding investments through American Depositary Receipts ("ADRs")). C-45 CURRENT RESTRICTIONS PROPOSED RESTRICTIONS - ------------------------------------- ------------------------------------- COMMODITIES: COMMODITIES: The Portfolio may not invest in The Portfolio may not purchase or commodities or commodity contracts; sell commodities or commodity provided that the Portfolio may contracts, except that, consistent (i) as a non-fundamental investment with its investment policies, the policy, purchase and sell futures Portfolio may purchase and sell contracts (on recognized futures financial futures contracts and exchanges) on debt securities and options and may enter into swap indices of debt securities as a hedge agreements, foreign exchange against or to minimize adverse contracts and other financial principal fluctuations resulting from transactions not requiring the anticipated interest rate changes or delivery of physical commodities. to adjust exposure to the bond market; (ii) purchase and sell futures contracts (on recognized futures exchanges) on equity securities or stock indices as a hedge or to enhance return (the recognized exchange requirement is a non-fundamental policy); (iii) purchase and sell currency futures contracts (on recognized futures exchanges) as a hedge or to adjust exposure to the currency market (the recognized exchange requirement and limitation as to purpose are non-fundamental policies); (iv) sell covered call options on and purchase put and call options contracts on futures contracts (on recognized futures exchanges) of the type and for the same reasons the Portfolio is permitted to enter futures contracts (other than the requirement that the Portfolio be permitted to enter into futures contracts, this policy in (iv) is non-fundamental); and (v) sell covered put options on futures contracts (on recognized futures exchanges) of the type and for the same reasons the Portfolio is permitted to enter into futures contracts. The policies in (i) and (iv) above are permitted only if either (a) the sum of the initial margin for futures and options sold on futures, plus premiums paid for unexpired options on futures, does not exceed 5% of total assets or (b) the aggregate notional value of positions in futures and options on futures does not exceed the liquidation value of the Portfolio's assets (excluding "in the money" and "bona fide hedging" as defined by the Commodity Futures Trading Commission (the "CFTC")). The policies in (ii), (iii) and (v) above are permitted so long as the sum of the initial margin for futures and options sold on futures, plus premiums paid for unexpired options on futures does not exceed 5% of total assets (excluding "in the money" and "bona fide hedging" as defined by the CFTC). C-46 APPENDIX D OUTSTANDING SHARES NAME OF FUND CLASS A CLASS B CLASS E - ------------------------------------------- ------- ------- ------- BlackRock Aggressive Growth................ BlackRock Bond Income...................... BlackRock Diversified...................... BlackRock Investment Trust................. BlackRock Large Cap Value.................. BlackRock Legacy Large Cap Growth.......... BlackRock Money Market..................... BlackRock Strategic Value.................. Capital Guardian U.S. Equity............... Davis Venture Value........................ FI International Stock..................... FI Mid Cap Opportunities................... FI Value Leaders........................... Franklin Templeton Small Cap Growth........ Harris Oakmark Focuses Value............... Harris Oakmark Large Cap Value............. Jennison Growth............................ Lehman Brothers Aggregate Bond Index....... Loomis Sayles Small Cap.................... MetLife Aggressive Allocation.............. MetLife Conservative Allocation............ MetLife Conservative to Moderate Allocation MetLife Mid Cap Stock Index................ MetLife Moderate Allocation................ MetLife Moderate to Aggressive Allocation.. MetLife Stock Index........................ MFS Investors Trust........................ Morgan Stanley EAFE Index.................. MSF Total Return........................... Neuberger Berman Mid Cap Value............. Oppenheimer Global Equity.................. Russell 2000 Index......................... Salomon Brothers Strategic Bond Opportunities............................ Salomon Brothers U.S. Government........... T. Rowe Price Large Cap Growth............. T. Rowe Price Small Cap Growth............. Zenith Equity.............................. D-1 VOTING INSTRUCTION CARD METROPOLITAN SERIES FUND, INC. VOTING INSTRUCTION CARD VOTING INSTRUCTION FORM FOR THE SPECIAL MEETING OF SHAREHOLDERS APRIL 28, 2006, 2:00 p.m. EASTERN TIME
NEW ENGLAND LIFE INSURANCE COMPANY The undersigned hereby instructs the above Insurance Company (the "Insurance Company") to vote the shares of the Portfolios of Metropolitan Series Fund, Inc. (the "Fund") as to which the undersigned is entitled to give instructions at the Special Meeting of Shareholders of the Portfolios to be held at the offices of MetLife Advisers, LLC (the "Manager"), 501 Boylston Street, Boston, Massachusetts 02116, at 2:00 p.m. Eastern Time on April 28, 2006 and at any adjournments thereof. THE INSURANCE COMPANY AND THE BOARD OF DIRECTORS OF THE FUND SOLICIT YOUR VOTING INSTRUCTIONS AND RECOMMEND THAT YOU INSTRUCT THE INSURANCE COMPANY TO VOTE "FOR" THE PROPOSALS FOR WHICH YOU ARE ENTITLED TO GIVE INSTRUCTIONS. THE INSURANCE COMPANY WILL VOTE THE APPROPRIATE NUMBER OF PORTFOLIO SHARES PURSUANT TO THE INSTRUCTIONS GIVEN. IF NO INSTRUCTION IS SET FORTH ON A RETURNED FORM AS TO THE PROPOSALS FOR WHICH YOU ARE ENTITLED TO GIVE INSTRUCTIONS, THE INSURANCE COMPANY WILL VOTE FOR SUCH PROPOSALS. THE INSURANCE COMPANY IS AUTHORIZED TO VOTE IN ITS DISCRETION UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING AND ANY ADJOURNMENT THEREOF. VOTE VIA THE INTERNET: https://vote.proxy-direct.com VOTE VIA THE TELEPHONE: 1-866-235-4258 VOTE VIA FACSIMILE: 1-888-796-9932 999 9999 9999 999 NOTE: Please sign exactly as your name appears at left. Joint owners each should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by President or authorized officer. If a partnership, please sign in partnership name by authorized person. ---------------------------------------------------- Signature ---------------------------------------------------- Signature of joint owner, if any ---------------------------------------------------- Date A VOTING INSTRUCTION CARD METROPOLITAN SERIES FUND, INC. VOTING INSTRUCTION CARD VOTING INSTRUCTION FORM FOR THE SPECIAL MEETING OF SHAREHOLDERS APRIL 28, 2006, 2:00 p.m. EASTERN TIME
METROPOLITAN LIFE INSURANCE COMPANY The undersigned hereby instructs the above Insurance Company (the "Insurance Company") to vote the shares of the Portfolios of Metropolitan Series Fund, Inc. (the "Fund") as to which the undersigned is entitled to give instructions at the Special Meeting of Shareholders of the Portfolios to be held at the offices of MetLife Advisers, LLC (the "Manager"), 501 Boylston Street, Boston, Massachusetts 02116, at 2:00 p.m. Eastern Time on April 28, 2006 and at any adjournments thereof. THE INSURANCE COMPANY AND THE BOARD OF DIRECTORS OF THE FUND SOLICIT YOUR VOTING INSTRUCTIONS AND RECOMMEND THAT YOU INSTRUCT THE INSURANCE COMPANY TO VOTE "FOR" THE PROPOSALS FOR WHICH YOU ARE ENTITLED TO GIVE INSTRUCTIONS. THE INSURANCE COMPANY WILL VOTE THE APPROPRIATE NUMBER OF PORTFOLIO SHARES PURSUANT TO THE INSTRUCTIONS GIVEN. IF NO INSTRUCTION IS SET FORTH ON A RETURNED FORM AS TO THE PROPOSALS FOR WHICH YOU ARE ENTITLED TO GIVE INSTRUCTIONS, THE INSURANCE COMPANY WILL VOTE FOR SUCH PROPOSALS. THE INSURANCE COMPANY IS AUTHORIZED TO VOTE IN ITS DISCRETION UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING AND ANY ADJOURNMENT THEREOF. VOTE VIA THE INTERNET: https://vote.proxy-direct.com VOTE VIA THE TELEPHONE: 1-866-235-4258 VOTE VIA FACSIMILE: 1-888-796-9932 999 9999 9999 999 NOTE: Please sign exactly as your name appears at left. Joint owners each should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by President or authorized officer. If a partnership, please sign in partnership name by authorized person. ---------------------------------------------------- Signature ---------------------------------------------------- Signature of joint owner, if any ---------------------------------------------------- Date B VOTING INSTRUCTION CARD METROPOLITAN SERIES FUND, INC. VOTING INSTRUCTION CARD VOTING INSTRUCTION FORM FOR THE SPECIAL MEETING OF SHAREHOLDERS APRIL 28, 2006, 2:00 p.m. EASTERN TIME
METLIFE INVESTORS USA INSURANCE COMPANY The undersigned hereby instructs the above Insurance Company (the "Insurance Company") to vote the shares of the Portfolios of Metropolitan Series Fund, Inc. (the "Fund") as to which the undersigned is entitled to give instructions at the Special Meeting of Shareholders of the Portfolios to be held at the offices of MetLife Advisers, LLC (the "Manager"), 501 Boylston Street, Boston, Massachusetts 02116, at 2:00 p.m. Eastern Time on April 28, 2006 and at any adjournments thereof. THE INSURANCE COMPANY AND THE BOARD OF DIRECTORS OF THE FUND SOLICIT YOUR VOTING INSTRUCTIONS AND RECOMMEND THAT YOU INSTRUCT THE INSURANCE COMPANY TO VOTE "FOR" THE PROPOSALS FOR WHICH YOU ARE ENTITLED TO GIVE INSTRUCTIONS. THE INSURANCE COMPANY WILL VOTE THE APPROPRIATE NUMBER OF PORTFOLIO SHARES PURSUANT TO THE INSTRUCTIONS GIVEN. IF NO INSTRUCTION IS SET FORTH ON A RETURNED FORM AS TO THE PROPOSALS FOR WHICH YOU ARE ENTITLED TO GIVE INSTRUCTIONS, THE INSURANCE COMPANY WILL VOTE FOR SUCH PROPOSALS. THE INSURANCE COMPANY IS AUTHORIZED TO VOTE IN ITS DISCRETION UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING AND ANY ADJOURNMENT THEREOF. VOTE VIA THE INTERNET: https://vote.proxy-direct.com VOTE VIA THE TELEPHONE: 1-866-235-4258 VOTE VIA FACSIMILE: 1-888-796-9932 999 9999 9999 999 NOTE: Please sign exactly as your name appears at left. Joint owners each should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by President or authorized officer. If a partnership, please sign in partnership name by authorized person. ---------------------------------------------------- Signature ---------------------------------------------------- Signature of joint owner, if any ---------------------------------------------------- Date C VOTING INSTRUCTION CARD METROPOLITAN SERIES FUND, INC. VOTING INSTRUCTION CARD VOTING INSTRUCTION FORM FOR THE SPECIAL MEETING OF SHAREHOLDERS APRIL 28, 2006, 2:00 p.m. EASTERN TIME
METLIFE INVESTORS INSURANCE COMPANY The undersigned hereby instructs the above Insurance Company (the "Insurance Company") to vote the shares of the Portfolios of Metropolitan Series Fund, Inc. (the "Fund") as to which the undersigned is entitled to give instructions at the Special Meeting of Shareholders of the Portfolios to be held at the offices of MetLife Advisers, LLC (the "Manager"), 501 Boylston Street, Boston, Massachusetts 02116, at 2:00 p.m. Eastern Time on April 28, 2006 and at any adjournments thereof. THE INSURANCE COMPANY AND THE BOARD OF DIRECTORS OF THE FUND SOLICIT YOUR VOTING INSTRUCTIONS AND RECOMMEND THAT YOU INSTRUCT THE INSURANCE COMPANY TO VOTE "FOR" THE PROPOSALS FOR WHICH YOU ARE ENTITLED TO GIVE INSTRUCTIONS. THE INSURANCE COMPANY WILL VOTE THE APPROPRIATE NUMBER OF PORTFOLIO SHARES PURSUANT TO THE INSTRUCTIONS GIVEN. IF NO INSTRUCTION IS SET FORTH ON A RETURNED FORM AS TO THE PROPOSALS FOR WHICH YOU ARE ENTITLED TO GIVE INSTRUCTIONS, THE INSURANCE COMPANY WILL VOTE FOR SUCH PROPOSALS. THE INSURANCE COMPANY IS AUTHORIZED TO VOTE IN ITS DISCRETION UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING AND ANY ADJOURNMENT THEREOF. VOTE VIA THE INTERNET: https://vote.proxy-direct.com VOTE VIA THE TELEPHONE: 1-866-235-4258 VOTE VIA FACSIMILE: 1-888-796-9932 999 9999 9999 999 NOTE: Please sign exactly as your name appears at left. Joint owners each should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by President or authorized officer. If a partnership, please sign in partnership name by authorized person. ---------------------------------------------------- Signature ---------------------------------------------------- Signature of joint owner, if any ---------------------------------------------------- Date D VOTING INSTRUCTION CARD METROPOLITAN SERIES FUND, INC. VOTING INSTRUCTION CARD VOTING INSTRUCTION FORM FOR THE SPECIAL MEETING OF SHAREHOLDERS APRIL 28, 2006, 2:00 p.m. EASTERN TIME
METLIFE INVESTORS INSURANCE COMPANY OF CALIFORNIA The undersigned hereby instructs the above Insurance Company (the "Insurance Company") to vote the shares of the Portfolios of Metropolitan Series Fund, Inc. (the "Fund") as to which the undersigned is entitled to give instructions at the Special Meeting of Shareholders of the Portfolios to be held at the offices of MetLife Advisers, LLC (the "Manager"), 501 Boylston Street, Boston, Massachusetts 02116, at 2:00 p.m. Eastern Time on April 28, 2006 and at any adjournments thereof. THE INSURANCE COMPANY AND THE BOARD OF DIRECTORS OF THE FUND SOLICIT YOUR VOTING INSTRUCTIONS AND RECOMMEND THAT YOU INSTRUCT THE INSURANCE COMPANY TO VOTE "FOR" THE PROPOSALS FOR WHICH YOU ARE ENTITLED TO GIVE INSTRUCTIONS. THE INSURANCE COMPANY WILL VOTE THE APPROPRIATE NUMBER OF PORTFOLIO SHARES PURSUANT TO THE INSTRUCTIONS GIVEN. IF NO INSTRUCTION IS SET FORTH ON A RETURNED FORM AS TO THE PROPOSALS FOR WHICH YOU ARE ENTITLED TO GIVE INSTRUCTIONS, THE INSURANCE COMPANY WILL VOTE FOR SUCH PROPOSALS. THE INSURANCE COMPANY IS AUTHORIZED TO VOTE IN ITS DISCRETION UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING AND ANY ADJOURNMENT THEREOF. VOTE VIA THE INTERNET: https://vote.proxy-direct.com VOTE VIA THE TELEPHONE: 1-866-235-4258 VOTE VIA FACSIMILE: 1-888-796-9932 999 9999 9999 999 NOTE: Please sign exactly as your name appears at left. Joint owners each should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by President or authorized officer. If a partnership, please sign in partnership name by authorized person. ---------------------------------------------------- Signature ---------------------------------------------------- Signature of joint owner, if any ---------------------------------------------------- Date E VOTING INSTRUCTION CARD METROPOLITAN SERIES FUND, INC. VOTING INSTRUCTION CARD VOTING INSTRUCTION FORM FOR THE SPECIAL MEETING OF SHAREHOLDERS APRIL 28, 2006, 2:00 p.m. EASTERN TIME
FIRST METLIFE INVESTORS INSURANCE COMPANY The undersigned hereby instructs the above Insurance Company (the "Insurance Company") to vote the shares of the Portfolios of Metropolitan Series Fund, Inc. (the "Fund") as to which the undersigned is entitled to give instructions at the Special Meeting of Shareholders of the Portfolios to be held at the offices of MetLife Advisers, LLC (the "Manager"), 501 Boylston Street, Boston, Massachusetts 02116, at 2:00 p.m. Eastern Time on April 28, 2006 and at any adjournments thereof. THE INSURANCE COMPANY AND THE BOARD OF DIRECTORS OF THE FUND SOLICIT YOUR VOTING INSTRUCTIONS AND RECOMMEND THAT YOU INSTRUCT THE INSURANCE COMPANY TO VOTE "FOR" THE PROPOSALS FOR WHICH YOU ARE ENTITLED TO GIVE INSTRUCTIONS. THE INSURANCE COMPANY WILL VOTE THE APPROPRIATE NUMBER OF PORTFOLIO SHARES PURSUANT TO THE INSTRUCTIONS GIVEN. IF NO INSTRUCTION IS SET FORTH ON A RETURNED FORM AS TO THE PROPOSALS FOR WHICH YOU ARE ENTITLED TO GIVE INSTRUCTIONS, THE INSURANCE COMPANY WILL VOTE FOR SUCH PROPOSALS. THE INSURANCE COMPANY IS AUTHORIZED TO VOTE IN ITS DISCRETION UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING AND ANY ADJOURNMENT THEREOF. VOTE VIA THE INTERNET: https://vote.proxy-direct.com VOTE VIA THE TELEPHONE: 1-866-235-4258 VOTE VIA FACSIMILE: 1-888-796-9932 999 9999 9999 999 NOTE: Please sign exactly as your name appears at left. Joint owners each should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by President or authorized officer. If a partnership, please sign in partnership name by authorized person. ---------------------------------------------------- Signature ---------------------------------------------------- Signature of joint owner, if any ---------------------------------------------------- Date F VOTING INSTRUCTION CARD METROPOLITAN SERIES FUND, INC. VOTING INSTRUCTION CARD VOTING INSTRUCTION FORM FOR THE SPECIAL MEETING OF SHAREHOLDERS APRIL 28, 2006, 2:00 p.m. EASTERN TIME
GENERAL AMERICAN LIFE INSURANCE COMPANY The undersigned hereby instructs the above Insurance Company (the "Insurance Company") to vote the shares of the Portfolios of Metropolitan Series Fund, Inc. (the "Fund") as to which the undersigned is entitled to give instructions at the Special Meeting of Shareholders of the Portfolios to be held at the offices of MetLife Advisers, LLC (the "Manager"), 501 Boylston Street, Boston, Massachusetts 02116, at 2:00 p.m. Eastern Time on April 28, 2006 and at any adjournments thereof. THE INSURANCE COMPANY AND THE BOARD OF DIRECTORS OF THE FUND SOLICIT YOUR VOTING INSTRUCTIONS AND RECOMMEND THAT YOU INSTRUCT THE INSURANCE COMPANY TO VOTE "FOR" THE PROPOSALS FOR WHICH YOU ARE ENTITLED TO GIVE INSTRUCTIONS. THE INSURANCE COMPANY WILL VOTE THE APPROPRIATE NUMBER OF PORTFOLIO SHARES PURSUANT TO THE INSTRUCTIONS GIVEN. IF NO INSTRUCTION IS SET FORTH ON A RETURNED FORM AS TO THE PROPOSALS FOR WHICH YOU ARE ENTITLED TO GIVE INSTRUCTIONS, THE INSURANCE COMPANY WILL VOTE FOR SUCH PROPOSALS. THE INSURANCE COMPANY IS AUTHORIZED TO VOTE IN ITS DISCRETION UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING AND ANY ADJOURNMENT THEREOF. VOTE VIA THE INTERNET: https://vote.proxy-direct.com VOTE VIA THE TELEPHONE: 1-866-235-4258 VOTE VIA FACSIMILE: 1-888-796-9932 999 9999 9999 999 NOTE: Please sign exactly as your name appears at left. Joint owners each should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by President or authorized officer. If a partnership, please sign in partnership name by authorized person. ---------------------------------------------------- Signature ---------------------------------------------------- Signature of joint owner, if any ---------------------------------------------------- Date G VOTING INSTRUCTION CARD METROPOLITAN SERIES FUND, INC. VOTING INSTRUCTION CARD VOTING INSTRUCTION FORM FOR THE SPECIAL MEETING OF SHAREHOLDERS APRIL 28, 2006, 2:00 p.m. EASTERN TIME
MET TOWER INSURANCE COMPANY The undersigned hereby instructs the above Insurance Company (the "Insurance Company") to vote the shares of the Portfolios of Metropolitan Series Fund, Inc. (the "Fund") as to which the undersigned is entitled to give instructions at the Special Meeting of Shareholders of the Portfolios to be held at the offices of MetLife Advisers, LLC (the "Manager"), 501 Boylston Street, Boston, Massachusetts 02116, at 2:00 p.m. Eastern Time on April 28, 2006 and at any adjournments thereof. THE INSURANCE COMPANY AND THE BOARD OF DIRECTORS OF THE FUND SOLICIT YOUR VOTING INSTRUCTIONS AND RECOMMEND THAT YOU INSTRUCT THE INSURANCE COMPANY TO VOTE "FOR" THE PROPOSALS FOR WHICH YOU ARE ENTITLED TO GIVE INSTRUCTIONS. THE INSURANCE COMPANY WILL VOTE THE APPROPRIATE NUMBER OF PORTFOLIO SHARES PURSUANT TO THE INSTRUCTIONS GIVEN. IF NO INSTRUCTION IS SET FORTH ON A RETURNED FORM AS TO THE PROPOSALS FOR WHICH YOU ARE ENTITLED TO GIVE INSTRUCTIONS, THE INSURANCE COMPANY WILL VOTE FOR SUCH PROPOSALS. THE INSURANCE COMPANY IS AUTHORIZED TO VOTE IN ITS DISCRETION UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING AND ANY ADJOURNMENT THEREOF. VOTE VIA THE INTERNET: https://vote.proxy-direct.com VOTE VIA THE TELEPHONE: 1-866-235-4258 VOTE VIA FACSIMILE: 1-888-796-9932 999 9999 9999 999 NOTE: Please sign exactly as your name appears at left. Joint owners each should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by President or authorized officer. If a partnership, please sign in partnership name by authorized person. ---------------------------------------------------- Signature ---------------------------------------------------- Signature of joint owner, if any ---------------------------------------------------- Date H TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK. EXAMPLE: - -------------------------------------------------------------------------------- [ ] To vote FOR ALL Proposals for ALL Portfolios, mark this box. (No other vote is necessary.) - -------------------------------------------------------------------------------- PLEASE NOTE: Marking AGAINST or ABSTAIN above will count as a WITHHOLD for proposal "I." If a ballot is marked both above this note and below it, the mark above with override any marks made below. For questions on using this ballot, please call the number on the reverse side. I. To elect members of the Board of Directors of the Fund. [ ] to vote FOR all Nominees; [ ] to vote AGAINST all Nominees; [ ] to ABSTAIN votes for all Nominees; or vote separately by Nominee below.
Director FOR WITHHOLD --------------------------------------- --- -------- Hugh C. McHaffie........................ [ ] [ ] Arthur G. Typermass..................... [ ] [ ] Steve A. Garban......................... [ ] [ ] Linda B. Strumpf........................ [ ] [ ] Michael S. Scott Morton................. [ ] [ ] H. Jesse Arnelle........................ [ ] [ ] Nancy Hawthorne......................... [ ] [ ] John T. Ludes........................... [ ] [ ] Frances M. Hawk......................... [ ] [ ]
II. TO APPROVE, WITH RESPECT TO THE MFS TOTAL RETURN PORTFOLIO, AN AMENDMENT TO THE ADVISORY AGREEMENT BETWEEN THE FUND, ON BEHALF OF THE MFS TOTAL RETURN PORTFOLIO, AND THE MANAGER. FOR AGAINST ABSTAIN --- ------- ------- MFS Total Return [ ] [ ] [ ] III. TO APPROVE, FOR CERTAIN PORTFOLIOS, THE ELIMINATION OF OR CHANGES TO CERTAIN FUNDAMENTAL INVESTMENT RESTRICTIONS. [ ] to vote all Portfolios FOR; [ ] to vote all Portfolios AGAINST; [ ] to ABSTAIN votes for all Portfolios; or vote separately by Portfolio below.
Portfolio Proposal relating to FOR AGAINST ABSTAIN - --------------------------- ------------------------------- --- ------- ------- BlackRock Aggressive Growth Borrowing....................... [ ] [ ] [ ] Underwriting Securities......... [ ] [ ] [ ] Issuance of Senior Securities... [ ] [ ] [ ] Options......................... [ ] [ ] [ ] Making Loans.................... [ ] [ ] [ ] Real Estate..................... [ ] [ ] [ ] Industry Concentration.......... [ ] [ ] [ ] Foreign Securities.............. [ ] [ ] [ ] Commodities..................... [ ] [ ] [ ] BlackRock Diversified Borrowing....................... [ ] [ ] [ ] Underwriting Securities......... [ ] [ ] [ ] Issuance of Senior Securities... [ ] [ ] [ ] Options......................... [ ] [ ] [ ] Making Loans.................... [ ] [ ] [ ] Real Estate..................... [ ] [ ] [ ] Industry Concentration.......... [ ] [ ] [ ] Foreign Securities.............. [ ] [ ] [ ] Commodities..................... [ ] [ ] [ ]
Portfolio Proposal relating to FOR AGAINST ABSTAIN - --------------------------- ------------------------------- --- ------- ------- BlackRock Investment Trust Borrowing....................... [ ] [ ] [ ] Underwriting Securities......... [ ] [ ] [ ] Issuance of Senior Securities... [ ] [ ] [ ] Options......................... [ ] [ ] [ ] Making Loans.................... [ ] [ ] [ ] Real Estate..................... [ ] [ ] [ ] Industry Concentration.......... [ ] [ ] [ ] Foreign Securities.............. [ ] [ ] [ ] Commodities..................... [ ] [ ] [ ] BlackRock Large Cap Value Borrowing....................... [ ] [ ] [ ] Underwriting Securities......... [ ] [ ] [ ] Issuance of Senior Securities... [ ] [ ] [ ] Options......................... [ ] [ ] [ ] Making Loans.................... [ ] [ ] [ ] Real Estate..................... [ ] [ ] [ ] Industry Concentration.......... [ ] [ ] [ ] Commodities..................... [ ] [ ] [ ] BlackRock Strategic Value Borrowing....................... [ ] [ ] [ ] Underwriting Securities......... [ ] [ ] [ ] Issuance of Senior Securities... [ ] [ ] [ ] Options......................... [ ] [ ] [ ] Making Loans.................... [ ] [ ] [ ] Real Estate..................... [ ] [ ] [ ] Industry Concentration.......... [ ] [ ] [ ] Commodities..................... [ ] [ ] [ ]
Portfolio Proposal relating to FOR AGAINST ABSTAIN - --------------------------- ------------------------------- --- ------- ------- FI International Stock Borrowing....................... [ ] [ ] [ ] Underwriting Securities......... [ ] [ ] [ ] Issuance of Senior Securities... [ ] [ ] [ ] Options......................... [ ] [ ] [ ] Making Loans.................... [ ] [ ] [ ] Real Estate..................... [ ] [ ] [ ] Industry Concentration.......... [ ] [ ] [ ] Commodities..................... [ ] [ ] [ ] FI Mid Cap Opportunities Borrowing....................... [ ] [ ] [ ] Underwriting Securities......... [ ] [ ] [ ] Issuance of Senior Securities... [ ] [ ] [ ] Options......................... [ ] [ ] [ ] Making Loans.................... [ ] [ ] [ ] Real Estate..................... [ ] [ ] [ ] Industry Concentration.......... [ ] [ ] [ ] Foreign Securities.............. [ ] [ ] [ ] Commodities..................... [ ] [ ] [ ] Franklin Templeton Small Borrowing....................... [ ] [ ] [ ] Cap Growth Underwriting Securities......... [ ] [ ] [ ] Issuance of Senior Securities... [ ] [ ] [ ] Options......................... [ ] [ ] [ ] Making Loans.................... [ ] [ ] [ ] Real Estate..................... [ ] [ ] [ ] Industry Concentration.......... [ ] [ ] [ ] Foreign Securities.............. [ ] [ ] [ ] Commodities..................... [ ] [ ] [ ]
Portfolio Proposal relating to FOR AGAINST ABSTAIN - --------------------------- ------------------------------- --- ------- ------- Harris Oakmark Large Cap Borrowing....................... [ ] [ ] [ ] Value Underwriting Securities......... [ ] [ ] [ ] Issuance of Senior Securities... [ ] [ ] [ ] Options......................... [ ] [ ] [ ] Making Loans.................... [ ] [ ] [ ] Real Estate..................... [ ] [ ] [ ] Industry Concentration.......... [ ] [ ] [ ] Foreign Securities.............. [ ] [ ] [ ] Commodities..................... [ ] [ ] [ ] Lehman Brothers Aggregate Borrowing....................... [ ] [ ] [ ] Bond Index Underwriting Securities......... [ ] [ ] [ ] Issuance of Senior Securities... [ ] [ ] [ ] Options......................... [ ] [ ] [ ] Making Loans.................... [ ] [ ] [ ] Real Estate..................... [ ] [ ] [ ] Industry Concentration.......... [ ] [ ] [ ] Commodities..................... [ ] [ ] [ ] MetLife Mid Cap Stock Index Borrowing....................... [ ] [ ] [ ] Underwriting Securities......... [ ] [ ] [ ] Issuance of Senior Securities... [ ] [ ] [ ] Options......................... [ ] [ ] [ ] Making Loans.................... [ ] [ ] [ ] Real Estate..................... [ ] [ ] [ ] Industry Concentration.......... [ ] [ ] [ ] Foreign Securities.............. [ ] [ ] [ ] Commodities..................... [ ] [ ] [ ]
Portfolio Proposal relating to FOR AGAINST ABSTAIN - --------------------------- ------------------------------- --- ------- ------- MetLife Stock Index Borrowing....................... [ ] [ ] [ ] Underwriting Securities......... [ ] [ ] [ ] Issuance of Senior Securities... [ ] [ ] [ ] Options......................... [ ] [ ] [ ] Making Loans.................... [ ] [ ] [ ] Real Estate..................... [ ] [ ] [ ] Industry Concentration.......... [ ] [ ] [ ] Foreign Securities.............. [ ] [ ] [ ] Commodities..................... [ ] [ ] [ ] Morgan Stanley EAFE Index Borrowing....................... [ ] [ ] [ ] Underwriting Securities......... [ ] [ ] [ ] Issuance of Senior Securities... [ ] [ ] [ ] Options......................... [ ] [ ] [ ] Making Loans.................... [ ] [ ] [ ] Real Estate..................... [ ] [ ] [ ] Industry Concentration.......... [ ] [ ] [ ] Commodities..................... [ ] [ ] [ ] Neuberger Berman Mid Cap Borrowing....................... [ ] [ ] [ ] Value Underwriting Securities......... [ ] [ ] [ ] Issuance of Senior Securities... [ ] [ ] [ ] Options......................... [ ] [ ] [ ] Making Loans.................... [ ] [ ] [ ] Real Estate..................... [ ] [ ] [ ] Industry Concentration.......... [ ] [ ] [ ] Foreign Securities.............. [ ] [ ] [ ] Commodities..................... [ ] [ ] [ ]
Portfolio Proposal relating to FOR AGAINST ABSTAIN - --------------------------- ------------------------------- --- ------- ------- Oppenheimer Global Equity Borrowing....................... [ ] [ ] [ ] Underwriting Securities......... [ ] [ ] [ ] Issuance of Senior Securities... [ ] [ ] [ ] Options......................... [ ] [ ] [ ] Making Loans.................... [ ] [ ] [ ] Real Estate..................... [ ] [ ] [ ] Industry Concentration.......... [ ] [ ] [ ] Commodities..................... [ ] [ ] [ ] Russell 2000 Index Borrowing....................... [ ] [ ] [ ] Underwriting Securities......... [ ] [ ] [ ] Issuance of Senior Securities... [ ] [ ] [ ] Options......................... [ ] [ ] [ ] Making Loans.................... [ ] [ ] [ ] Real Estate..................... [ ] [ ] [ ] Industry Concentration.......... [ ] [ ] [ ] Foreign Securities.............. [ ] [ ] [ ] Commodities..................... [ ] [ ] [ ] T. Rowe Price Large Cap Borrowing....................... [ ] [ ] [ ] Growth Underwriting Securities......... [ ] [ ] [ ] Issuance of Senior Securities... [ ] [ ] [ ] Options......................... [ ] [ ] [ ] Making Loans.................... [ ] [ ] [ ] Real Estate..................... [ ] [ ] [ ] Industry Concentration.......... [ ] [ ] [ ] Foreign Securities.............. [ ] [ ] [ ] Commodities..................... [ ] [ ] [ ] T. Rowe Price Small Cap Borrowing....................... [ ] [ ] [ ] Growth Underwriting Securities......... [ ] [ ] [ ] Issuance of Senior Securities... [ ] [ ] [ ] Options......................... [ ] [ ] [ ] Making Loans.................... [ ] [ ] [ ] Real Estate..................... [ ] [ ] [ ] Industry Concentration.......... [ ] [ ] [ ] Foreign Securities.............. [ ] [ ] [ ] Commodities..................... [ ] [ ] [ ]
PLEASE MARK, SIGN, DATE AND RETURN THIS VOTING INSTRUCTION CARD USING THE ENCLOSED ENVELOPE. -----END PRIVACY-ENHANCED MESSAGE-----