<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 28, 1995
REGISTRATION NOS. 2-80751
811-3618
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [_]
Post-Effective Amendment No. 16 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [_]
Amendment No. 18 [X]
(CHECK APPROPRIATE BOX OR BOXES)
----------------
METROPOLITAN SERIES FUND, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
One Madison Avenue 10010
New York, New York (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE
OFFICE)
Registrant's Telephone Number, Including Area Code: 212-578-2674
----------------
HARRY P. KAMEN, ESQ.
One Madison Avenue
New York, New York 10010
(NAME AND ADDRESS OF AGENT FOR SERVICE)
Copy to:
GARY O. COHEN, ESQ.
Freedman, Levy, Kroll & Simonds
1050 Connecticut Avenue, N.W.
Washington, D.C. 20036
IT IS PROPOSED THAT THE FILING WILL BECOME EFFECTIVE (CHECK APPROPRIATE BOX)
[_] immediately upon filing pursuant to paragraph (b) of Rule 485.
[X] on May 1, 1995 pursuant to paragraph (b) of Rule 485.
[_] 60 days after filing pursuant to paragraph (a)(1) of Rule 485.
[_] on (date) pursuant to paragraph (a)(1) of Rule 485.
[_] 75 days after filing pursuant to paragraph (a)(2) of Rule 485.
[_] on (date) pursuant to paragraph (a)(2) of Rule 485.
PURSUANT TO RULE 24F-2 UNDER THE INVESTMENT COMPANY ACT OF 1940, THE
REGISTRANT HAS REGISTERED AN INDEFINITE AMOUNT OF COMMON SHARES. THE
REGISTRANT'S RULE 24F-2 NOTICE FOR THE YEAR ENDED DECEMBER 31, 1994 WILL BE
FILED WITH THE COMMISSION ON OR ABOUT JUNE 28, 1995.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
METROPOLITAN SERIES FUND, INC.
CROSS REFERENCE SHEET
PURSUANT TO RULE 481(A)
----------------
<TABLE>
<CAPTION>
N-1A
ITEM NO. PROSPECTUS HEADING
-------- ------------------
<C> <S> <C>
1. Cover..................................... Cover Page
2. Synopsis.................................. *
3. Condensed Financial Information........... Supplementary Financial
Information
4. General Description of Registrant......... The Fund and its Purpose;
General Information About
the Fund and its Shares;
Investments in the
Portfolios
5. Management of the Fund.................... Management of the Fund
6. Capital Stock and other Securities........ Dividends, Distributions
and Taxes; General Infor-
mation About the Fund and
its Shares
7. Purchase of Securities Being Offered...... Sale and Redemption of
Shares
8. Redemption or Repurchase.................. Sale and Redemption of
Shares
9. Pending Legal Proceedings................. *
</TABLE>
- --------
* Not Applicable
I-1
<PAGE>
METROPOLITAN SERIES FUND, INC.
CROSS REFERENCE SHEET
PURSUANT TO RULE 481(A)
----------------
<TABLE>
<CAPTION>
N-1A STATEMENT OF ADDITIONAL
ITEM NO. INFORMATION HEADING
-------- -----------------------
<C> <S> <C>
10. Cover Page................................ Cover Page
11. Table of Contents......................... Table of Contents
12. General Information and History........... *
13. Investment Objectives and Policies........ Investment Practices and
Policies
14. Management of the Registrant.............. Directors and Officers
15. Control Persons and Principal Holders of
Securities............................... *
16. Investment Advisory and Other Services.... Investment Management
Arrangements
17. Brokerage Allocation...................... Investment Management
Arrangements
18. Capital Stock and Other Securities........ Sale and Redemption of
Shares
19. Purchase, Redemption and Pricing of
Securities Being Offered................. Sale and Redemption of
Shares
20. Tax Status................................ Taxes
21. Underwriters.............................. Sale and Redemption of
Shares
22. Calculations of Yield Quotations of Money
Market Funds............................. *
23. Financial Statements...................... Financial Statements
</TABLE>
- --------
* Not Applicable
I-2
<PAGE>
PROSPECTUS
for
METROPOLITAN SERIES FUND, INC.
Metropolitan Series Fund, Inc. ("Fund") is an investment company designed to
meet a wide range of investment objectives with its separate Portfolios. The
seven Portfolios currently available are: Growth Portfolio, Income Portfolio,
Money Market Portfolio, Diversified (formerly Discretionary) Portfolio,
Aggressive Growth Portfolio, Stock Index Portfolio and International Stock
Portfolio. Each Portfolio resembles a separate fund issuing its own shares.
Metropolitan Life Insurance Company ("Metropolitan Life") is the investment
manager for the Fund, State Street Research & Management Company ("State
Street Research"), a wholly-owned subsidiary of Metropolitan Life, is the sub-
investment manager with respect to the Growth, Income, Diversified and
Aggressive Growth Portfolios and GFM International Investors Limited ("GFM"),
a subsidiary of Metropolitan Life, is the sub-investment manager of the
International Stock Portfolio.
The investment objectives of these Portfolios are as follows:
GROWTH PORTFOLIO: to achieve long-term growth of capital and income, and
moderate current income, by investing primarily in common stocks that are
believed to be of good quality or to have good growth potential or which are
considered to be undervalued based on historical investment standards.
INCOME PORTFOLIO: to achieve the highest possible total return, by combining
current income with capital gains, consistent with prudent investment risk and
preservation of capital, by investing primarily in fixed-income, high-quality
debt securities. (The term "high-quality" is used to describe certain debt
securities rated within the three highest grades by credit rating services as
explained on page 7 within.)
MONEY MARKET PORTFOLIO: to achieve the highest possible current income
consistent with preservation of capital and maintenance of liquidity, by
investing primarily in short-term money market instruments. INVESTMENT IN THIS
PORTFOLIO IS NEITHER INSURED NOR GUARANTEED BY THE UNITED STATES GOVERNMENT.
DIVERSIFIED PORTFOLIO: to achieve a high total return while attempting to
limit investment risk and preserve capital by investing in equity securities,
fixed-income debt securities, or short-term money market instruments, or any
combination thereof, at the discretion of State Street Research.
AGGRESSIVE GROWTH PORTFOLIO: to achieve maximum capital appreciation by
investing primarily in common stocks (and equity and debt securities
convertible into or carrying the right to acquire common stocks) of emerging
growth companies, undervalued securities or special situations.
STOCK INDEX PORTFOLIO: to equal the performance of the Standard & Poor's 500
Composite Stock Price Index (adjusted to assume reinvestment of dividends) by
investing in the common stock of companies which are included in the index.
INTERNATIONAL STOCK PORTFOLIO: to achieve long-term growth of capital by
investing primarily in common stocks and equity-related securities of non-
United States companies.
There can be no assurance that the objectives of any Portfolio will be
realized.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
This Prospectus sets forth concisely information about the Fund that a
prospective investor ought to know before investing. Additional information
about the Fund has been filed with the Securities and Exchange Commission in a
Statement of Additional Information which is incorporated herein by reference.
The Statement of Additional Information is available upon request and without
charge from Metropolitan Life Insurance Company, One Madison Avenue, New York,
New York 10010, Attention: Retirement and Savings Center; telephone number
201-515-5493. Inquiries may be made to the same address or telephone number.
This Prospectus should be read and retained for future reference.
The date of this Prospectus is May 1, 1995. The date of the Statement of
Additional Information is May 1, 1995.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
The Fund and its Purpose............................................ 2
Financial Highlights................................................ 3
Investments in the Portfolios....................................... 6
Investment Objectives and General Investment Policies.............. 6
Growth Portfolio.................................................. 6
Income Portfolio.................................................. 7
Money Market Portfolio............................................ 8
Diversified Portfolio............................................. 8
Aggressive Growth Portfolio....................................... 9
Stock Index Portfolio............................................. 9
International Stock Portfolio..................................... 10
Fundamental Investment Policies.................................... 11
Other Investment Practices......................................... 12
Management of the Fund.............................................. 15
General Information About the Fund and its Shares................... 17
Dividends, Distributions and Taxes.................................. 18
Sale and Redemption of Shares....................................... 18
</TABLE>
THE FUND AND ITS PURPOSE
Metropolitan Series Fund, Inc. is an open-end management investment company.
The Fund is a "series" type of mutual fund which issues separate classes (or
series) of stock, each of which currently represents a separate, diversified
portfolio of investments. The Fund's classes of shares are issued and redeemed
at net asset value without a sales load.
The shares of the Fund are offered to Metropolitan Life and its affiliated
insurance companies ("Insurance Companies"), including Metropolitan Tower Life
Insurance Company ("Metropolitan Tower"), in order to fund certain of their
separate accounts used to support various insurance contracts including
variable life insurance policies, whether scheduled premium, flexible premium
or single premium policies, or variable annuity contracts (such policies and
contracts being hereinafter referred to as the "Contracts"). Not all of the
current Portfolios of the Fund are available to each of the separate accounts
which hold shares of the Fund. The rights of an Insurance Company holding Fund
shares for a separate account are different from the rights of the owner of a
Contract. The terms "shareholder" or "shareholders" in this Prospectus shall
refer to the Insurance Companies, and not to any Contract owner.
The structure of the Fund permits Contract owners, within the limitations
described in the appropriate Contract, to allocate the amounts under the
Contracts for ultimate investment in the various Portfolios of the Fund. See
the prospectus or other material which is attached at the front of this
Prospectus for a description of the appropriate Contract, which Portfolios of
the Fund are available to such Contract owners and the relationship between
increases or decreases in the net asset value of Fund shares (and any
dividends and distributions on such shares) and the benefits provided under
such Contract.
It is conceivable that in the future it may be disadvantageous for
scheduled, flexible and single premium variable life insurance separate
accounts and variable annuity separate accounts to invest simultaneously in
the Fund. However, the Fund, Metropolitan Tower and Metropolitan Life do not
currently foresee any such disadvantages to variable annuity contract owners
or to flexible premium, scheduled premium or single premium variable life
insurance policy owners. The Fund's Board of Directors intends to monitor
events for the existence of any material irreconcilable conflict between or
among such owners, and the Insurance Companies will take whatever remedial
action may be necessary.
PROSPECTUS 2
<PAGE>
FINANCIAL HIGHLIGHTS
The table below* has been audited by Deloitte & Touche LLP, independent
auditors, as stated in their report appearing with the full financial
statements and notes thereto in the Statement of Additional Information or as
previously stated in earlier reports. For further information about the
performance of the Portfolios, see the Fund's December 31, 1994 Management's
Discussion and Analysis which appears under the caption "Financial Statements"
in the Statement of Additional Information.
<TABLE>
<CAPTION>
GROWTH PORTFOLIO
------------------------------------------------------------------------------------------------------
FOR THE FOR THE FOR THE FOR THE FOR THE FOR THE FOR THE FOR THE FOR THE FOR THE
YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED
DECEMBER DECEMBER DECEMBER DECEMBER DECEMBER DECEMBER DECEMBER DECEMBER DECEMBER DECEMBER
31, 1994 31, 1993 31, 1992 31, 1991 31, 1990 31, 1989 31, 1988 31, 1987 31, 1986 31, 1985
-------- -------- -------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
SELECTED DATA FOR A
SHARE OF CAPITAL STOCK
OUTSTANDING THROUGHOUT
THE PERIOD:
NET ASSET VALUE:
Beginning of period.... $ 23.27 $ 21.72 $ 21.56 $ 17.20 $ 19.34 $ 14.64 $ 13.89 $ 13.72 $ 12.75 $ 9.79
--------- -------- -------- -------- -------- -------- -------- -------- -------- --------
Income From Investment
Operations
Net investment income.. .30 .28 .34 .41 .51 .54 .71 .37 .54 .44
Net realized and
unrealized
gain (loss)........... (1.06) 3.24 2.13 5.39 (2.15) 4.81 .78 .63 .76 2.89
--------- -------- -------- -------- -------- -------- -------- -------- -------- --------
Total From Investment
Operations............. (.76) 3.52 2.47 5.80 (1.64) 5.35 1.49 1.00 1.30 3.33
--------- -------- -------- -------- -------- -------- -------- -------- -------- --------
Less Distributions
Dividends from net
investment income..... (.30) (.28) (.29) (.42) (.50) (.52) (.74) (.35) (.33) (.37)
Dividends from net
realized capital
gains................. (.40) (1.69) (2.02) (1.02) -- (.13) -- (.48) -- --
--------- -------- -------- -------- -------- -------- -------- -------- -------- --------
Total Distributions..... (.70) (1.97) (2.31) (1.44) (.50) (.65) (.74) (.83) (.33) (.37)
--------- -------- -------- -------- -------- -------- -------- -------- -------- --------
NET ASSET VALUE: End of
period................. $ 21.81 $ 23.27 $ 21.72 $ 21.56 $ 17.20 $ 19.34 $ 14.64 $ 13.89 $ 13.72 $ 12.75
========= ======== ======== ======== ======== ======== ======== ======== ======== ========
Total Return........... (3.25)% 14.40% 11.56% 33.09% (8.50)% 36.64% 10.69% 7.19% 10.16% 34.82%
Net assets at end of
period................ $ 746,433 $640,413 $351,028 $232,160 $153,255 $140,279 $ 99,982 $ 96,177 $ 22,968 $ 15,621
(In Thousands)
SIGNIFICANT RATIOS:
Operating expenses to
average net assets.... 0.32% 0.28% 0.25% 0.25% 0.25% 0.25% 0.25% 0.25% 0.25% 0.25%
Net investment income
to average net assets. 1.40% 1.19% 1.52% 2.04% 2.83% 2.98% 4.83% 2.30% 3.01% 3.89%
Portfolio turnover
(Note 1).............. 57.27% 66.27% 63.74% 62.29% 39.86% 58.01% 51.21% 45.36% 56.79% 50.74%
<CAPTION>
INCOME PORTFOLIO
------------------------------------------------------------------------------------------------------
FOR THE FOR THE FOR THE FOR THE FOR THE FOR THE FOR THE FOR THE FOR THE FOR THE
YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED
DECEMBER DECEMBER DECEMBER DECEMBER DECEMBER DECEMBER DECEMBER DECEMBER DECEMBER DECEMBER
31, 1994 31, 1993 31, 1992 31, 1991 31, 1990 31, 1989 31, 1988 31, 1987 31, 1986 31, 1985
-------- -------- -------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
SELECTED DATA FOR A
SHARE OF CAPITAL STOCK
OUTSTANDING THROUGHOUT
THE PERIOD:
NET ASSET VALUE:
Beginning of period.... $12.59 $12.22 $12.32 $11.16 $11.10 $10.58 $10.47 $13.74 $12.28 $10.72
--------- -------- -------- -------- -------- -------- -------- -------- -------- --------
Income From Investment
Operations
Net investment income.. .91 .83 .90 .94 1.16 .99 .95 .97 1.20 1.12
Net realized and
unrealized gain
(loss)................ (1.31) .86 (.05) 1.14 (.05) .41 .02 (1.27) 1.15 1.52
--------- -------- -------- -------- -------- -------- -------- -------- -------- --------
Total From Investment
Operations............. (.40) 1.69 .85 2.08 1.11 1.40 .97 (.30) 2.35 2.64
--------- -------- -------- -------- -------- -------- -------- -------- -------- --------
Less Distributions
Dividends from net
investment income..... (.87) (.88) ( .71) (.92) (1.05) (.88) (.86) (1.76) (.89) (1.08)
Dividends from net
realized capital
gains................. -- (.44) (.24) -- -- -- -- (1.21) -- --
--------- -------- -------- -------- -------- -------- -------- -------- -------- --------
Total Distributions..... (.87) (1.32) (.95) (.92) (1.05) (.88) (.86) (2.97) (.89) (1.08)
--------- -------- -------- -------- -------- -------- -------- -------- -------- --------
NET ASSET VALUE: End of
period................. $11.32 $12.59 $12.22 $12.32 $11.16 $11.10 $10.58 $10.47 $13.74 $12.28
========= ======== ======== ======== ======== ======== ======== ======== ======== ========
Total Return........... (3.15)% 11.36% 6.91% 17.31% 10.03% 13.35% 9.28% (1.87%) 19.63% 27.17%
Net assets at end of
period................ $ 275,659 $299,976 $156,245 $ 87,412 $ 54,531 $ 48,629 $ 35,670 $ 27,800 $ 26,163 $ 15,604
(In Thousands)
SIGNIFICANT RATIOS:
Operating expenses to
average net assets.... 0.35% 0.32% 0.25% 0.25% 0.25% 0.25% 0.25% 0.25% 0.25% 0.25%
Net investment income
to average net assets
...................... 7.02% 6.39% 7.16% 7.61% 9.80% 8.81% 8.26% 8.34% 8.35% 10.49%
Portfolio turnover
(Note 1).............. 141.15% 136.98% 151.74% 78.87% 82.93% 51.03% 74.10% 79.59% 169.06% 120.57%
</TABLE>
- -------
* Footnotes appear on Page 5.
PROSPECTUS 3
<PAGE>
<TABLE>
<CAPTION>
MONEY MARKET PORTFOLIO
--------------------------------------------------------------------------------------------------
FOR THE FOR THE FOR THE FOR THE FOR THE FOR THE FOR THE FOR THE FOR THE FOR THE
YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED
DECEMBER DECEMBER DECEMBER DECEMBER DECEMBER DECEMBER DECEMBER DECEMBER DECEMBER DECEMBER
31, 1994 31, 1993 31, 1992 31, 1991 31, 1990 31, 1989 31, 1988 31, 1987 31, 1986 31, 1985
-------- -------- -------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
SELECTED DATA FOR A
SHARE OF CAPITAL STOCK
OUTSTANDING THROUGHOUT
THE PERIOD:
NET ASSET VALUE:
Beginning of period.... $10.49 $10.52 $10.59 $10.67 $10.49 $10.32 $10.18 $10.78 $10.87 $11.13
-------- -------- -------- -------- -------- -------- -------- -------- -------- --------
Income From Investment
Operations
Net investment income... .40 .28 .39 .57 .86 .95 .76 .64 .70 .84
-------- -------- -------- -------- -------- -------- -------- -------- -------- --------
Total From Investment
Operations............. .40 .28 .39 .57 .86 .95 .76 .64 .70 .84
-------- -------- -------- -------- -------- -------- -------- -------- -------- --------
Less Distributions
Dividends from net
investment income...... (.41) (.31) (.46) (.65) (.68) (.78) (.62) (1.24) (.79) (1.10)
-------- -------- -------- -------- -------- -------- -------- -------- -------- --------
Total Distributions..... (.41) (.31) (.46) (.65) (.68) (.78) (.62) (1.24) (.79) (1.10)
-------- -------- -------- -------- -------- -------- -------- -------- -------- --------
NET ASSET VALUE: End of
period................. $10.48 $10.49 $10.52 $10.59 $10.67 $10.49 $10.32 $10.18 $10.78 $10.87
======== ======== ======== ======== ======== ======== ======== ======== ======== ========
Total Return............ 3.85% 2.90% 3.73% 6.10% 8.23% 9.28% 7.55% 6.22% 6.72% 8.11%
Net assets at end of
period................. $39,961 $44,321 $55,412 $70,946 $78,014 $41,779 $26,907 $17,147 $12,116 $13,252
(In Thousands)
SIGNIFICANT RATIOS:
Operating expenses to
average net assets..... 0.44% 0.38% 0.25% 0.25% 0.25% 0.25% 0.25% 0.25% 0.25% 0.25%
Net investment income to
average net assets..... 3.76% 2.85% 3.68% 5.93% 7.68% 8.82% 7.33% 6.06% 6.50% 7.78%
Portfolio
turnover (Note 1)...... N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
</TABLE>
<TABLE>
<CAPTION>
DIVERSIFIED PORTFOLIO
----------------------------------------------------------------------------------------------
FOR THE FOR THE FOR THE FOR THE FOR THE FOR THE FOR THE FOR THE FOR THE
YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR PERIOD
ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED JULY 25, 1986
DECEMBER DECEMBER DECEMBER DECEMBER DECEMBER DECEMBER DECEMBER DECEMBER TO DECEMBER
31, 1994 31, 1993 31, 1992 31, 1991 31, 1990 31, 1989 31, 1988 31, 1987 31, 1986
-------- -------- -------- -------- -------- -------- -------- -------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
SELECTED DATA FOR A
SHARE OF CAPITAL STOCK
OUTSTANDING THROUGHOUT
THE PERIOD:
NET ASSET VALUE:
Beginning of period.... $14.41 $13.58 $13.61 $11.47 $12.16 $10.58 $10.34 $10.34 $10.00
-------- -------- -------- -------- -------- -------- -------- -------- -------
Income From Investment
Operations
Net investment income.. .51 .46 .53 .62 .68 .75 .73 .56 .22
Net realized and
unrealized gain
(loss)................ (.95) 1.58 .74 2.23 (.68) 1.54 .23 (.18) .12
-------- -------- -------- -------- -------- -------- -------- -------- -------
Total From Investment
Operations............. (.44) 2.04 1.27 2.85 .00 2.29 .96 .38 .34
-------- -------- -------- -------- -------- -------- -------- -------- -------
Less Distributions
Dividends from net
investment income..... (.50) (.54) (.55) (.62) (.69) (.71) (.72) (.38) --
Dividends from net
realized capital
gains................. (.07) (.67) (.75) (.09) -- -- -- -- --
-------- -------- -------- -------- -------- -------- -------- -------- -------
Total Distributions..... (.57) (1.21) (1.30) (.71) (.69) (.71) (.72) (.38) --
-------- -------- -------- -------- -------- -------- -------- -------- -------
NET ASSET VALUE: End of
period................. $13.40 $14.41 $13.58 $13.61 $11.47 $12.16 $10.58 $10.34 $10.34
======== ======== ======== ======== ======== ======== ======== ======== =======
Total Return........... (3.06)% 12.75% 9.48% 24.84% 0.00% 21.76% 9.25% 3.63% 3.40%
Net assets at end of
period................ $892,826 $743,798 $334,480 $232,276 $184,879 $172,968 $134,303 $112,867 $15,144
(In Thousands)
SIGNIFICANT RATIOS:
Operating expenses to
average net assets.... 0.32% 0.29% 0.25% 0.25% 0.25% 0.25% 0.25% 0.25% 0.25%*
Net investment income
to average net
assets................ 3.66% 3.16% 3.85% 4.94% 5.74% 6.30% 6.64% 5.27% 5.48%*
Portfolio turnover..... 96.49% 95.84% 114.67% 70.56% 62.51% 50.61% 70.14% 61.30% 23.80%
</TABLE>
PROSPECTUS 4
<PAGE>
<TABLE>
<CAPTION>
AGGRESSIVE GROWTH PORTFOLIO
----------------------------------------------------------------------------
FOR THE FOR THE FOR THE FOR THE FOR THE FOR THE FOR THE
YEAR YEAR YEAR YEAR YEAR YEAR PERIOD
ENDED ENDED ENDED ENDED ENDED ENDED APRIL 29, 1988
DECEMBER DECEMBER DECEMBER DECEMBER DECEMBER DECEMBER TO DECEMBER
31, 1994 31, 1993 31, 1992 31, 1991 31, 1990 31, 1989 31, 1988
-------- -------- -------- -------- -------- -------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
SELECTED DATA FOR A
SHARE OF CAPITAL STOCK
OUTSTANDING THROUGHOUT
THE PERIOD:
NET ASSET VALUE:
Beginning of period.... $22.54 $19.52 $18.11 $10.95 $12.41 $10.42 $10.00
-------- -------- -------- -------- -------- -------- ------
Income From Investment
Operations
Net investment income.. .05 .04 .08 .06 .15 .20 .16
Net realized and
unrealized gain
(loss)................ (.48) 5.06 1.77 7.25 (1.43) 3.00 .36
-------- -------- -------- -------- -------- -------- ------
Total From Investment
Operations............. (.43) 5.10 1.85 7.31 (1.28) 3.20 .52
-------- -------- -------- -------- -------- -------- ------
Less Distributions
Dividends from net
investment income..... (.05) (.06) (.10) (.07) (.14) (.14) (.10)
Dividends from net
realized capital
gains................. (.01) (2.02) (.34) (.08) (.04) (1.07) --
-------- -------- -------- -------- -------- -------- ------
Total Distributions..... (.06) (2.08) (.44) (.15) (.18) (1.21) (.10)
-------- -------- -------- -------- -------- -------- ------
NET ASSET VALUE: End of
period................. $22.05 $22.54 $19.52 $18.11 $10.95 $12.41 $10.42
======== ======== ======== ======== ======== ======== ======
Total Return........... (1.88)% 22.63% 10.39% 66.41% (10.34)% 30.94% 5.21%
Net assets at end of
period................ $590,047 $387,949 $129,249 $ 45,858 $ 15,409 $ 11,280 $4,738
(In Thousands)
SIGNIFICANT RATIOS:
Operating expenses to
average net assets.... 0.82% 0.79% 0.75% 0.75% 0.75% 0.75% 0.75%*
Net investment income
to average net assets. 0.24% 0.18% 0.46% 0.45% 1.41% 1.41% 2.06%*
Portfolio turnover..... 186.52% 120.82% 100.95% 146.12% 271.31% 226.39% 94.35%
</TABLE>
<TABLE>
<CAPTION>
STOCK INDEX PORTFOLIO INTERNATIONAL STOCK PORTFOLIO
--------------------------------------------------- ------------------------------------------
FOR THE FOR THE FOR THE FOR THE FOR THE FOR THE FOR THE FOR THE FOR THE
YEAR YEAR YEAR YEAR PERIOD YEAR YEAR YEAR PERIOD
ENDED ENDED ENDED ENDED MAY 1, 1990 ENDED ENDED ENDED MAY 1, 1991
DECEMBER DECEMBER DECEMBER DECEMBER TO DECEMBER DECEMBER DECEMBER DECEMBER TO DECEMBER
31, 1994 31, 1993 31, 1992 31, 1991 31, 1990 31, 1994 31, 1993 31, 1992 31, 1991
-------- -------- -------- -------- ----------- -------- -------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
SELECTED DATA FOR A
SHARE OF CAPITAL STOCK
OUTSTANDING
THROUGHOUT THE PERIOD:
NET ASSET VALUE:
Beginning of period.... $14.25 $13.27 $12.76 $9.96 $10.00 $12.33 $8.63 $9.71 $10.00
-------- -------- -------- ------- ------ -------- -------- ------- -------
Income From Investment
Operations
Net investment income.. .33 .35 .36 .35 .23 .08 .02 .05 .05
Net realized and
unrealized gain
(loss)................ (.17) .98 .60 2.82 (.05) .54 4.52 (1.04) (.20)
-------- -------- -------- ------- ------ -------- -------- ------- -------
Total From Investment
Operations............. .16 1.33 .96 3.17 10.18 .62 4.54 (.99) 9.85
-------- -------- -------- ------- ------ -------- -------- ------- -------
Less Distributions
Dividends from net
investment income..... (.32) (.35) (.26) (.37) (.22) -- (.26) (.09) (.14)
Dividends from net
realized capital
gains................. (.22) -- (.19) -- -- (.65) (.58) -- --
-------- -------- -------- ------- ------ -------- -------- ------- -------
Total Distributions..... (.54) (.35) (.45) (.37) (.22) (.65) (.84) (.09) (.14)
-------- -------- -------- ------- ------ -------- -------- ------- -------
NET ASSET VALUE: End of
period................. $13.87 $14.25 $13.27 $12.76 $9.96 $12.30 $12.33 $8.63 $9.71
======== ======== ======== ======= ====== ======== ======== ======= =======
Total Return........... 1.18% 9.54% 7.44% 29.76% 1.95% 5.08% 47.76% (10.21)% (1.55)%
Net assets at end of
period................ $363,001 $282,700 $144,692 $54,183 $6,956 $272,952 $120,781 $18,998 $10,809
(In Thousands)
SIGNIFICANT RATIOS:
Operating expenses to
average net assets.... 0.33% 0.32% 0.25% 0.24% 0.25%*
Net investment income
to average net assets. 2.51% 2.51% 2.74% 2.98% 4.12%* .08% 0.15% 0.89% 1.01%*
Net expenses to average
net assets............ 1.04% 1.14% 0.97% 0.97%*
Operating expenses to
average net assets
before voluntary
expense
reimbursements........ N/A 1.15% -- --
Net investment income
to average net assets
before voluntary
expense
reimbursements........ N/A 0.15% -- --
Portfolio turnover..... 6.66% 13.99% 17.54% 1.18% 3.50% 65.84% 88.90% 65.09% 29.41%
</TABLE>
- -------
* Ratios have been determined based on annualized operating results for the
period. Twelve-month results may be different.
1. Portfolio Turnover: Portfolio turnover includes all long-term securities
but excludes all securities whose maturities at the time of acquisition
were one year or less.
2. Total Return: Excludes charges applicable to the separate account or
related Contract. Inclusion of these charges would reduce total return for
all periods shown.
PROSPECTUS 5
<PAGE>
...............................................................
INVESTMENTS IN THE PORTFOLIOS
...............................................................................
INVESTMENT OBJECTIVES AND GENERAL INVESTMENT POLICIES
Each Portfolio of the Fund has different general investment objectives,
which are described below, and different rates of portfolio turnover. The rate
of portfolio turnover, however, will not be a limiting factor when it is
deemed appropriate to purchase or sell securities for a Portfolio. Portfolio
turnover may vary from year to year or within a year depending upon economic,
market and business conditions. To the extent that brokerage commissions are
incurred in buying and selling portfolio securities, the rate of portfolio
turnover could affect each Portfolio's net asset value. The rates of portfolio
turnover for the Growth and Income Portfolios for the past ten years, the
Diversified Portfolio for the past eight years, the Aggressive Growth
Portfolio for the past seven years, the Stock Index Portfolio for the past
five years and the International Stock Portfolio for the past four years are
set forth beginning on page 3.
Also, the Fund intends to comply with the various requirements of the
Internal Revenue Code so as to qualify as a "regulated investment company"
thereunder. (See "Dividends, Distributions and Taxes," page 18.) Among such
requirements is a limitation that less than 30% of the amount of gross income
which each Portfolio may derive from gain on the sale or other disposition of
instruments may be with respect to instruments held for less than three
months. Accordingly, the ability of any Portfolio to effect certain short-term
portfolio transactions may be limited. The Fund also intends to comply with
the diversification requirements of the Internal Revenue Code (see "Taxes," in
the Statement of Additional Information).
Each Portfolio which invests in equity securities may invest up to 10% of
its total assets in shares of other investment companies (up to 5% of which
may be invested in any single investment company), including unit investment
trusts that issue shares representing separate rights to capital appreciation
and dividends in respect of the common stock of various issuers. Such
investments may in effect include the payment of duplicative management or
other fees. Other limitations may apply (see "Certain Investment Limitations,"
in the Statement of Additional Information).
Since investment involves both opportunities for gain and risks of loss, no
assurance can be given that the Portfolios will achieve their objectives.
Contract owners should carefully review the objectives and policies of the
Portfolios and consider their ability to assume the risks involved before
purchasing a Contract and allocating amounts thereunder to particular
Portfolios.
Since the prices of the types of securities usually purchased for the
Growth, Aggressive Growth, Stock Index and International Stock Portfolios and,
to some extent, for the Diversified Portfolio tend to fluctuate more than the
prices of the securities usually purchased for the Income Portfolio or the
Money Market Portfolio, the net asset value of the Growth, Aggressive Growth,
Diversified, Stock Index and International Stock Portfolios may experience
greater short-term and long-term variations than the other Portfolios.
GROWTH PORTFOLIO
The Growth Portfolio seeks long-term growth of capital and income, and
moderate current income. The Growth Portfolio will seek to achieve a superior
overall return, while at the same time attempting to minimize the effects of
significant stock market declines.
It is anticipated that there will be a mix of assets in the Growth
Portfolio. A portion of the Growth Portfolio may be invested in equity
securities of good quality and in well-established companies where the stock
price is considered to represent good value, based on factors including
historical investment standards, such as price/book value ratios and
price/earnings ratios. Another portion of the Growth Portfolio may be invested
in smaller emerging growth companies. These are companies that are in the
development stage of their life cycles and that are expected to achieve above-
average earnings growth. Typically, these companies are benefiting from new
developments in advanced technology or are providing new products and services
to consumers. A third portion of the Growth Portfolio may be held in short-
term fixed income investments.
The mix of assets in the Growth Portfolio will vary with prevailing economic
and market conditions. Consequently, the three portions of the Growth
Portfolio's assets will not be invested in any specified proportions.
Generally, the greater portion of assets will be invested in equity securities
of established companies. Up to 25% of the assets may be invested in
securities convertible into common stocks. The Growth Portfolio may acquire
warrants.
Securities convertible into common stocks consist primarily of bonds or
preferred stocks which have warrants attached or which are exchangeable into a
specified number of shares of common stock. A warrant is a right, for a
specified period of time, to acquire a specified number of shares of common
stock for a
PROSPECTUS 6
<PAGE>
...............................................................
specified price per share. A Portfolio will experience a gain to the extent
the stock price at the time the warrant is exercised exceeds the sum of the
exercise price and the Portfolio's cost of the warrant. However, to the extent
the stock price at the time the warrant expires or is exercised is less than
that sum, the Portfolio will suffer a loss, anywhere up to the full cost of
the warrant. Other types of convertible securities, depending on their terms
which vary widely, may involve similar risks of loss.
Investments in relatively smaller companies involve greater risk than is
customarily associated with more established companies. Smaller companies
often have limited product lines, markets, or financial resources, and they
may be dependent upon one-person management. The securities of smaller
companies may have limited marketability and may be subject to more abrupt or
erratic market movements than securities of larger companies or the market
averages in general. However, the Growth Portfolio will endeavor to control
risk by investing in a diversified group of companies and industries. The
Growth Portfolio will also seek to shift funds into short-term instruments of
the type described in the first paragraph under "Money Market Portfolio" on
page 8 for defensive purposes in periods of adverse market conditions and in
periods when short-term rates appear more attractive than prospective equity
returns.
INCOME PORTFOLIO
The primary investment objective of the Income Portfolio is to achieve the
highest possible total return, by combining current income with capital gains,
consistent with prudent investment risk. An additional objective is
preservation of capital. In seeking to achieve these objectives, the Portfolio
will invest at least 75% of the value of its assets in straight debt
securities which have a rating within the three highest grades as determined
by Standard & Poor's Ratings Group (Standard & Poor's) or Moody's Investor
Services, Inc. (Moody's). (See "Investment Practices and Policies," in the
Statement of Additional Information for a discussion of these ratings.) In the
event that securities held by the Portfolio fall below those ratings, the
Portfolio will not be obligated to dispose of such securities and may continue
to hold such securities if, in the opinion of Metropolitan Life or State
Street Research, such investment is considered appropriate under the
circumstances.
From time to time, up to 25% of the Income Portfolio's total assets may be
invested in straight debt securities which are not rated within the three
highest grades of Standard & Poor's or Moody's as described above, or in
convertible debt securities, convertible preferred and preferred stocks of
companies, the senior securities of which have a rating within the three
highest grades of Standard & Poor's or Moody's applicable to such securities.
Debt securities within the top credit categories (i.e., rated AAA, AA or A by
Standard & Poor's or Aaa, Aa or A by Moody's) comprise what are generally
known as high-grade bonds. Medium-grade bonds (i.e., rated BBB by Standard &
Poor's or Baa by Moody's) lack outstanding investment characteristics and also
have speculative characteristics, but are regarded as having an adequate
capacity to pay principal and interest, although adverse economic conditions
or changing circumstances are more likely to lead to a weakening of such
capacity than that for higher grade bonds. Such debt securities, as well as
those in higher grade categories, are generally known as investment grade
securities.
Bonds rated BB or B by Standard & Poor's or Ba or B by Moody's (generally
known as lower-medium and lower grade bonds) are the lowest grades in which
the Income Portfolio will invest and are regarded, on balance, as
predominantly speculative with respect to the issuer's capacity to pay
interest and principal in accordance with the terms of the obligation. While
such bonds will likely have some quality and protective characteristics, these
are outweighed by uncertainties or risk exposures to adverse conditions.
Lower-medium and lower quality bonds may be more susceptible to real or
perceived adverse economic and individual corporate developments than would
investment grade bonds. For example, a projected economic downturn or the
possibility of an increase in interest rates could cause a decline in high
yield bond prices because such an event might lessen the ability of highly
leveraged high yield issuers to meet their principal and interest payment
obligations, meet projected business goals or obtain additional financing. In
addition, the secondary trading market for lower-medium and lower quality
bonds may be less liquid than the market for investment grade bonds. This
potential lack of liquidity may make it more difficult to accurately value
certain portfolio securities. See the Statement of Additional Information for
further information concerning the ratings of debt securities.
During the period January 1, 1994 to December 31, 1994, the percentage of
the Income Portfolio's total investments on an average annual basis invested
in securities of each rating category was as follows: 76.6% in securities
rated AAA or its equivalent, 2.4% in securities rated AA or its equivalent,
6.9% in securities rated A or its equivalent, 5.4% in securities rated BBB or
its equivalent, 3.4% in securities rated BB or its equivalent, 4.3% in
securities rated B or its equivalent, and 1.0% in securities rated CCC or its
equivalent, as determined by the Fund on a dollar weighted basis. The above
percentages reflect ratings as of the time of purchase and subsequent changes,
if any, including downgrades, for the period the securities were held.
PROSPECTUS 7
<PAGE>
...............................................................
Of these securities, 100% were rated by a nationally recognized statistical
rating organization ("NRSRO"). If at any time the Income Portfolio purchases
unrated investments, such investments would be purchased only if considered by
the Fund's Board of Directors to be of comparable quality to the portfolio
investments rated by an NRSRO.
The maturity of debt securities is considered long (ten years or more),
intermediate (one to ten years), or short-term (twelve months or less). The
proportion invested by the Portfolio in each category will generally vary
depending upon an analysis of market values and trends by State Street
Research.
The Income Portfolio will be subject to market risks resulting from changes
in interest rates. However, the Portfolio's emphasis on high-grade bonds
should, overall, minimize the financial risks of its investments. Moreover,
the Income Portfolio may forego attempting to achieve the highest levels of
income in the short term in order to limit risk of loss.
The Income Portfolio will not directly purchase common stocks or warrants.
However, it may retain up to 10% of the value of its total assets in common
stocks acquired either by conversion of fixed income securities or by the
exercise of warrants attached thereto.
When prevailing market or economic conditions warrant, a portion of the
Income Portfolio may be invested in short-term instruments of the type
described in the first paragraph under "Money Market Portfolio" below, to
effectively utilize cash reserves.
MONEY MARKET PORTFOLIO
The investment objective of the Money Market Portfolio is to achieve the
highest possible current income consistent with preservation of capital and
maintenance of liquidity, by investing primarily in short-term money market
instruments. The Money Market Portfolio will invest in short-term United
States government securities, government agency securities, bank certificates
of deposit and bankers' acceptances, short-term corporate debt securities
(such as commercial paper), variable amount master demand notes and repurchase
and reverse repurchase agreements. The types of money market instruments in
which the Money Market Portfolio may invest are described more fully in
"Investment Practices and Policies," in the Statement of Additional
Information.
The Money Market Portfolio will limit its investments to securities that are
determined to have "minimal credit risks" and that are "Eligible Securities."
Eligible Securities have a remaining maturity at the time of purchase of not
more than thirteen months. They are rated in one of the two highest rating
categories by at least two nationally recognized statistical rating
organizations ("NRSRO's") (or by the only NRSRO that has rated the security),
or, if unrated, are of comparable quality. The Money Market Portfolio will not
invest more than five percent of its assets in Eligible Securities which are
not rated in the highest short-term rating category by at least two NRSRO's
(or by the only NRSRO that has rated the instrument), or comparable unrated
securities ("Second Level Securities").
In addition to the requirements set forth in fundamental investment policy
number 1 under "Investment Practices and Policies" in the Statement of
Additional Information, the Money Market Portfolio generally will not invest
more than five percent of its assets in the securities of any one issuer,
excluding United States government securities, measured at the time of
purchase. Moreover, the Portfolio will invest no more than the greater of (i)
one percent of its assets and (ii) one million dollars, in the Second Level
Securities of any one issuer. Finally, the Portfolio will maintain a dollar
weighted average maturity of not more than ninety days.
The value of the securities in the Money Market Portfolio can be expected to
vary inversely with the changes in prevailing interest rates. Thus, if
interest rates increase after a security is purchased, that security, if sold,
might be sold at less than cost. Conversely, if interest rates decline after
purchase, the security, if sold, might be sold at a profit. In either
instance, if the security were held to maturity, no gain or loss would
normally be realized as a result of these fluctuations. Substantial
redemptions of shares of the Money Market Portfolio could require the sale of
portfolio investments at a time when a sale might not be desirable.
DIVERSIFIED PORTFOLIO
The investment objective of the Diversified Portfolio (formerly the
Discretionary Portfolio) is to achieve a high total return while attempting to
limit investment risk and preserve capital by investing in equity securities,
fixed-income debt securities, or short-term money market instruments, or any
combination thereof, at the discretion of State Street Research. State Street
Research will manage the investments of the Portfolio as if they constituted
the complete investment program of an investor. It is anticipated that State
Street Research will vary the portion of the Diversified Portfolio's assets
invested in each type of security after considering economic conditions, the
general level of common stock prices, interest rates, and other relevant
considerations, including the risks of each type of security. The equity
securities portion of the Portfolio will be similar in
PROSPECTUS 8
<PAGE>
...............................................................
composition to and consist of securities that are permissible investments for
the Growth Portfolio, the fixed-income debt securities portion will be similar
in composition to and consist of securities that are permissible investments
for the Income Portfolio, and the short-term money market instruments portion
will consist of securities of a type described in the first paragraph under
"Money Market Portfolio" above.
There are no limitations with respect to the percent of the assets of the
Diversified Portfolio that may be invested in each of the three portions
described above. Thus, from time to time it may invest entirely in equity
securities, entirely in fixed-income debt securities, entirely in short-term
money market instruments, or any combination of these types of securities in
accordance with the full, complete and total discretion of State Street
Research, subject to the oversight of Metropolitan Life and the Board of
Directors of the Fund.
The Diversified Portfolio seeks to reduce the need of an investor in the
Fund to consider in which of several types of investments various amounts of
his or her monies should be invested, depending on the current economic
environment. This difficult task depends on the ability to select appropriate
investments at the appropriate time in light of anticipated changes in market
conditions. The Diversified Portfolio also is designed to reduce the risks
associated with investments in any one type of security by utilizing a variety
of investments. However, the performance of the Portfolio will depend upon
State Street Research's judgment and ability to structure the investments in
the Portfolio to maximize return in anticipation of changing market
conditions. Obviously, there is no assurance that such goals will be achieved.
AGGRESSIVE GROWTH PORTFOLIO
The primary investment objective of the Aggressive Growth Portfolio is to
achieve maximum capital appreciation by investing primarily in common stocks
(and equity and debt securities convertible into or carrying the right to
acquire common stocks) of emerging growth companies, undervalued securities or
special situations. Current income is not a consideration in the selection of
investments for the Portfolio.
State Street Research considers emerging growth companies to be less mature
companies that are growing substantially faster than the overall U.S. economy.
The Portfolio will invest in those emerging growth companies believed to offer
appreciation potential greater than the stock market as a whole. State Street
Research considers securities to be undervalued or to be special situations
when, for example, the stock of larger and more mature companies trade at
prices below what State Street Research believes to be the companies'
intrinsic value, and therefore offer the potential for above-average
investment returns. State Street Research also seeks to identify securities
that are undervalued due to adverse operating results, economic or industry
conditions or unfavorable publicity. Securities are selected for the
Aggressive Growth Portfolio based on a continuous study of trends in
industries and companies, earning power, growth features and other investment
criteria.
The Aggressive Growth Portfolio may not be suitable for all investors
because of the risks described below. Investing in stocks of companies that
offer high appreciation potential involves greater risk than is customarily
associated with investing in more established companies. As discussed above in
connection with the Growth Portfolio, investment in relatively less mature
companies involves certain risks since such companies often have limited
product lines, markets or financial resources, and they may be dependent upon
limited or even one-person management. The common stocks of less mature
companies frequently are traded only on smaller securities exchanges or in the
over-the-counter market. Therefore, the securities of smaller companies may
have limited marketability and may be subject to more abrupt or erratic market
movements than securities of larger companies or the market averages in
general. The Aggressive Growth Portfolio will also seek to shift funds into
short-term instruments of the type described in the first paragraph under
"Money Market Portfolio" on page 8 for defensive purposes in periods of
adverse market conditions and in periods when short-term rates appear more
attractive than prospective equity returns. The Aggressive Growth Portfolio
ordinarily does not expect to acquire warrants.
The length of time that the Portfolio may hold a particular security is
generally not a consideration in making investment decisions. The Portfolio
may engage in active trading of portfolio securities if it is deemed
advisable. This could result in a high rate of portfolio turnover and
correspondingly greater transaction costs to the Portfolio, including
brokerage commissions.
STOCK INDEX PORTFOLIO
The investment objective of the Stock Index Portfolio is to equal the
performance of the Standard & Poor's 500 Composite Stock Price Index ("S&P
Index") (adjusted to assume reinvestment of dividends) by investing in the
common stock of companies which are included in the
PROSPECTUS 9
<PAGE>
...............................................................
S&P Index. The S&P Index consists of 500 common stocks, most of which are
listed on the New York Stock Exchange. In choosing the 500 stocks which are
included in the S&P Index, Standard & Poor's Equity Services considers market
values and industry diversification. Most of the stocks in the S&P Index are
issued by companies among the largest, in terms of the aggregate market value
of their outstanding stock, measured by the market price per share multiplied
by the number of shares outstanding. Stocks that are not among the five
hundred largest are included in the S&P Index for diversification purposes.
Standard & Poor's Equity Services may, from time to time, add or remove stocks
from the S&P Index. Standard & Poor's Equity Services is not a sponsor of, or
in any other way affiliated with, the Fund.
The Stock Index Portfolio attempts to duplicate the total return of the S&P
Index while maintaining low transaction costs. The Portfolio will invest in
equity securities that, as a group, reflect the composite performance of the
S&P Index based on a computer program that tracks the performance of the
various stocks in the S&P Index. As is the case with the S&P Index, the
Portfolio will invest in both dividend paying and non-dividend paying common
stocks. Initially, the Portfolio may not own, at the same time, each
individual stock in the S&P Index. The Portfolio, upon commencement of
operations, held about 350 of the stocks included in the S&P Index. Since the
commencement of operations, the number has increased to include approximately
455 stocks included in the S&P Index as the Portfolio has grown in total
assets. As the total assets in the Portfolio continue to increase it is
possible that the number of stocks held by the Portfolio may also increase to
include all 500 stocks included in the S&P Index.
The Stock Index Portfolio uses a correlation coefficient to measure the
relationship between the performance of the Portfolio and the S&P Index. A
perfect correlation would produce a coefficient of 1.00 which would be
achieved when the Portfolio's net asset value, including the value of its
dividends, increases or decreases in exact proportion to the change in the S&P
Index. The Portfolio will attempt to maintain a target correlation coefficient
of at least .95. If this target is in danger of not being achieved, the
components of total return of both the Portfolio and the S&P Index would be
broken down to determine the source of the difference so that corrective steps
could be taken.
The Portfolio may also diversify differently by industry segment (such as
automotive industry, airline industry, electronics industry) than does the S&P
Index. It is expected that initially approximately 60% of the assets in the
Portfolio will be allocated based on a simple capitalization basis, with the
remaining assets allocated on an industry weighted basis. The Portfolio will
be rebalanced only if it deviates from the appropriate weightings by a certain
percent depending on the particular stock or industry. The Portfolio will not
purchase any common stock that is not included in the S&P Index.
Under normal circumstances, at least 75% of the total assets of the
Portfolio will be common stocks included in the S&P Index. (Circumstances that
would not be considered normal include an unusual cash flow pattern such as an
unexpectedly large inflow of cash which the portfolio manager is unable to
invest quickly and completely in such stocks because of the amount of the
cash, or a major catastrophe like atomic war or a natural disaster which
prevents investment in common stocks.) A portion of the Portfolio may
temporarily be invested in short-term investments of the type described in the
first paragraph under "Money Market Portfolio" on page 8, pending withdrawal
or investment.
The Stock Index Portfolio will not utilize a defensive investment approach
in periods of adverse market conditions such as generally declining stock
prices. Therefore, an investor participating in the Portfolio bears the risk
of such adverse market conditions. The Portfolio's return may be lower than
the return of the S&P Index because of brokerage and other transaction costs,
other Portfolio or Fund expenses, and tracking error.
The Stock Index Portfolio will not trade in securities for short-term
profits. Generally, the Portfolio will only trade securities to reflect
changes in the S&P Index or to carry out appropriate rebalancing for
diversification purposes or to more closely track the return of the S&P Index.
INTERNATIONAL STOCK PORTFOLIO
The investment objective of the International Stock Portfolio is to achieve
long-term growth of capital by investing primarily in common stocks and
equity-related securities of non-United States ("U.S.") companies. Non-U.S.
companies for these purposes are companies domiciled outside the United
States. Current income is not a specific prerequisite in the selection of
portfolio securities. Management will measure long-term growth in U.S.
dollars. To achieve its objective, the International Stock Portfolio will,
under normal circumstances, invest at least 65% of its net assets in common
stocks and equity-related securities of established larger capitalization non-
U.S. companies having attractive long-
PROSPECTUS 10
<PAGE>
...............................................................
term prospects for growth of capital. Equity-related securities in which the
Portfolio may invest include: preferred stocks, securities convertible into or
exchangeable for common stocks, and warrants. Up to 25% of the assets may be
invested in securities convertible or exchangeable into common stocks. See
"Growth Portfolio," page 6, for a discussion of convertible securities. The
International Stock Portfolio may also invest up to 5% of its net assets in
common stocks and equity-related securities of smaller capitalization emerging
growth companies that GFM expects will achieve above-average long-term earnings
growth. The International Stock Portfolio may also acquire privately placed
equity securities, limited to 5% of the Portfolio's net assets.
Although the International Stock Portfolio will be primarily invested in
common stocks and equity-related securities of non-U.S. companies, to the
extent it is not so invested, it may be invested in other types of securities,
including: (i) high and medium quality debt securities of domestic and non-U.S.
issuers rated at least Baa or its equivalent by an NRSRO or, if unrated, of
comparable investment quality as determined by GFM and (ii) high-quality
domestic and non-U.S. money market instruments, including repurchase agreements
with non-U.S. banks and broker-dealers and "synthetic" money market positions.
See "Other Investment Practices" for information concerning repurchase
agreements and synthetic money market positions. Under normal market and
economic conditions, the Portfolio intends to invest primarily in non-U.S.
equity and debt securities. Nevertheless, if current or anticipated political,
market, or economic conditions warrant, the Portfolio may for temporary or
defensive purposes invest in domestic money market instruments, debt
securities, and equity securities without limitation.
The International Stock Portfolio intends to broadly diversify its holdings
by both the number of companies and the countries in which it will invest.
Under normal circumstances, the Portfolio expects to have at least three
different countries outside the U.S. represented in its portfolio. The
Portfolio has no set limits related to the geography of its investments and
expects to invest in companies located in Western Europe, the Pacific Basin,
and Latin America. When allocating investments among geographic regions and
individual countries, GFM considers various factors, such as: prospects for
relative economic growth among countries, regions or geographic areas; expected
levels of inflation; government policies influencing business conditions; and
the outlook for currency relationships.
The common stocks and equity-related securities purchased by the
International Stock Portfolio are generally expected to be traded on a non-U.S.
stock exchange or on an established over-the-counter market. The Portfolio will
also invest in common stocks and equity-related securities of non-U.S.
companies through the purchase of American Depository Receipts ("ADRs"),
European Depository Receipts ("EDRs"), and International Depository Receipts
("IDRs"). See "Foreign Securities," page 14, for a further discussion of these
investments.
The International Stock Portfolio intends to invest primarily in securities
denominated in currencies other than the U.S. dollar, may temporarily hold
funds in bank deposits or money market investments denominated in non-U.S.
currencies, and may receive interest, dividends, and sale proceeds in non-U.S.
currencies. As a result, the Portfolio will engage in currency exchange
transactions to convert currencies to or from U.S. dollars. These currency
transactions may be on a spot (i.e., cash) basis at the spot rate prevailing in
the non-U.S. exchange market. To reduce risks associated with currency
fluctuations, the Portfolio may also enter into forward foreign currency
exchange contracts to purchase or sell selected currencies, may write covered
put and call options on selected currencies, may purchase put or call options
on selected currencies, may sell or purchase currency futures contracts, and
may sell or purchase put or call options on currency futures contracts. Such
transactions will be used for hedging purposes or to earn additional income,
but in no event for speculation. See "Other Investment Practices," page 12, for
information concerning these investment techniques and the manner in which they
may be used by the Portfolio.
The Fund may establish other portfolios from time to time.
FUNDAMENTAL INVESTMENT POLICIES
The Fund has adopted the following fundamental policies relating to the
investment of assets of the Portfolios and their activities. Additional
fundamental investment policies are described in the Fund's Statement of
Additional Information at "Investment Practices and Policies." The fundamental
policies discussed below and in the Statement of Additional Information, unlike
the general objectives and policies discussed above, may not be changed without
approval by the requisite vote of the outstanding voting shares of each
Portfolio affected.
No Portfolio may:
1. write call options which are not covered options;
2. (except for the International Stock Portfolio which may write covered
put options), write put
PROSPECTUS 11
<PAGE>
...............................................................
options, except to close out option positions previously entered into;
3. invest in commodities or commodity contracts, except that: (i) any
Portfolio that invests in equity securities may purchase and sell stock
index futures contracts, may write covered call options and purchase put and
call options on such stock index futures contracts and may enter into
closing transactions with respect to such options; (ii) all Portfolios may
purchase and sell interest rate futures contracts, may write covered call
options and purchase put and call options on such interest rate futures
contracts and may enter into closing transactions with respect to such
options; (iii) all Portfolios may write covered call options and purchase
put and call options on indices and may enter into closing transactions with
respect to such options, to the extent that investment in a particular index
is economically appropriate for the management of the Portfolio's underlying
securities and consistent with its investment objective(s) and policies; and
(iv) the International Stock Portfolio may purchase and sell stock index,
interest rate, and currency futures contracts, may write covered put and
call options on such futures contracts, may purchase put and call options on
such futures contracts, and may enter into closing transactions with respect
to options on such futures contracts;
4. make loans, provided, however, that this restriction shall not prohibit
a Portfolio from (a) entering into repurchase agreements (see "Investment
Practices and Policies," in the Statement of Additional Information), (b)
purchasing bonds, notes, debentures or other obligations of a character
customarily purchased by institutional or individual investors (whether or
not publicly distributed) and (c) making loans of its portfolio securities
which do not thereupon cause in excess of 20% of the value of the
Portfolio's total assets to consist of loaned securities (see "Lending of
Portfolio Securities," in the Statement of Additional Information for a
discussion of additional risks associated with such practice); or
5. (except for the International Stock Portfolio, which may invest all of
its assets in securities of foreign issuers) purchase securities of foreign
issuers if more than 10% of the value of the Portfolio's total assets would
thereupon be invested in such securities. However, up to 25% of the value of
the Portfolio's total assets may be invested in securities (i) issued,
assumed or guaranteed by foreign governments, or political subdivisions or
instrumentalities thereof, (ii) assumed or guaranteed by domestic issuers or
(iii) issued, assumed or guaranteed by foreign issuers having a class of
securities listed for trading on the New York Stock Exchange. (See "Foreign
Securities," page 14, for a discussion of additional risks associated with
such investments.)
OTHER INVESTMENT PRACTICES
WRITING COVERED PUT AND CALL OPTIONS AND PURCHASING PUT AND CALL OPTIONS. In
order to earn additional income or as a hedge against or to minimize
anticipated declines in the value of its securities, each Portfolio may write
(sell) covered call options on securities and stock indices and may purchase
call options to close out covered call options previously entered into. In
addition, to earn additional income, the International Stock Portfolio may
write covered put options on securities and stock indices and may purchase put
options to close out such covered put options previously written. The
International Stock Portfolio also may write covered call and covered put
options on currencies and may purchase call and put options to close out
covered put and covered call options previously written. The International
Stock Portfolio may write covered call and covered put options on currencies
to hedge against anticipated declines in the exchange rate of the currencies
in which the Portfolio's securities held or to be purchased are denominated or
to earn additional income for the Portfolio. As a general matter, a call
option gives the holder (purchaser) the right to buy and obligates the writer
(seller) to sell, in return for a premium paid, the underlying security or
currency at the exercise price during the option period. As a general matter,
a put option gives the holder (purchaser) the right to sell and obligates the
writer (seller) to purchase, in return for a premium paid, the underlying
security or currency at the exercise price during the option period. In
economic effect, a stock index call or put option is similar to an option on a
particular security, except that the value of the option depends on the
weighted value of the group of securities comprising the index, rather than a
particular security, and settlements are made in cash rather than by delivery
of a particular security. Each Portfolio will write covered call options only
with respect to equity securities, bonds, and stock and bond indices which
correlate with that Portfolio's particular portfolio securities and the
International Stock Portfolio may write covered put and covered call options
only on currencies that correlate with that Portfolio's investments. The
Portfolios will write only covered options that are listed on recognized
securities exchanges.
PROSPECTUS 12
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Each Portfolio may also purchase put and call options with respect to
securities and indices that correlate with that Portfolio's particular
securities and the International Stock Portfolio may purchase put and call
options on currencies that correlate with that Portfolio's investments. A
Portfolio may purchase put options for defensive purposes in order to protect
against an anticipated decline in the value of its portfolio securities or,
with respect to the International Stock Portfolio, the currencies in which its
securities are denominated. As the holder of a put option with respect to
individual securities or currencies, the Portfolio has the right to sell the
securities or currencies underlying the options and to receive a cash payment
at the exercise price at any time during the option period. As the holder of a
put option on an index, the Portfolio has the right to receive, upon exercise
of the option, a cash payment equal to a multiple of any excess of the strike
price specified by the option over the value of the index. A Portfolio may
purchase call options in order to acquire the securities or currencies
underlying the option or, with respect to options on indices, to receive
income equal to the value of such index over the strike price. As the holder
of a call option with respect to individual securities or currencies, the
Portfolio obtains the right to purchase the underlying security or currency at
the exercise price at any time during the option period. With respect to
options on an index, the holder of a call option obtains the right to receive,
upon exercise of the option, a cash payment equal to the multiple of any
excess of the value of the index on the exercise date over the strike price
specified in the option.
Although these investment practices will be used to generate additional
income and to attempt to reduce the effect of any adverse price movement in
the security or currency subject to the option, they do involve certain risks
that are different in some respects from investment risks associated with
similar funds which do not engage in such activities. These risks include the
following: writing covered call options--the inability to effect closing
transactions at favorable prices and the inability to participate in the
appreciation of the underlying securities or currencies above the exercise
price; writing covered put options--the inability to effect closing
transactions at favorable prices and the obligation to purchase the specified
securities or currencies or to make a cash settlement on the stock index at
prices which may not reflect current market values or exchange rates; and
purchasing put and call options--possible loss of the entire premium paid. In
addition, the effectiveness of hedging through the purchase or sale of index
options will depend upon the extent to which price movements in the portion of
the securities portfolios being hedged correlate with price movements in the
selected index. Perfect correlation may not be possible because the securities
held or to be acquired by a Portfolio may not exactly match the composition of
the index on which options are written. If the forecasts of Metropolitan Life,
State Street Research or GFM regarding movements in securities prices,
interest rates or exchange rates are incorrect, the Portfolio's investment
results may have been better without the hedge. A more thorough description of
these investment practices and their associated risks is contained in the
Fund's Statement of Additional Information.
FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS. All the Portfolios
except the Stock Index Portfolio may purchase and sell futures contracts on
debt securities and indices of debt securities (i.e. interest rate futures
contracts) as a hedge against or to minimize adverse principal fluctuations
resulting from anticipated interest rate changes or as an efficient means to
adjust their exposure to the bond market. The Growth, Diversified, Aggressive
Growth, Stock Index and International Stock Portfolios may, where appropriate,
enter into stock index futures contracts to provide a hedge for a portion of
that particular Portfolio's equity holdings. Stock index futures contracts may
be used as a way to implement either an increase or decrease in portfolio
exposure to the equity markets in response to changing market conditions. The
International Stock Portfolio may also purchase and sell currency futures
contracts as a hedge to protect against anticipated changes in currency rates
or as an efficient means to adjust its exposure to the currency market. Each
Portfolio may also write (sell) covered call options on futures contracts,
purchase put and call options on futures contracts of the type which that
Portfolio is permitted to purchase or sell, and may enter into closing
transactions with respect to such options on futures contracts purchased or
sold. The International Stock Portfolio may also write covered put options on
futures contracts and may enter into closing transactions with respect to such
options on futures contracts. The Portfolios will not enter into futures
contracts for speculation and will only enter into futures contracts that are
traded on a recognized futures exchange. No Portfolio will enter into futures
contracts or options thereon if immediately thereafter the sum of the amounts
of initial margin deposits on the Portfolio's open futures contracts and
premiums paid for unexpired options on futures contracts would exceed 5% of
the value of that Portfolio's total assets; provided however, that in the case
of an option that is "in-the-money" at the time of purchase, the "in-the-
money" amount may be excluded in calculating the 5% limitation.
The use of futures contracts by the Portfolios entails certain risks,
including but not limited to the following: no assurance that futures
contracts transactions can be
PROSPECTUS 13
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offset at favorable prices; possible reduction of a Portfolio's income due to
the use of hedging; possible reduction in value of both the securities or
currency hedged and the hedging instrument; possible lack of liquidity due to
daily limits on price fluctuations; imperfect correlation between the contract
and the securities or currencies being hedged; and potential losses in excess
of the amount initially invested in futures contracts themselves. If the
expectations of Metropolitan Life, State Street Research or GFM regarding
movements in securities prices, interest rates or exchange rates are incorrect,
a Portfolio may have experienced better investment results without hedging. The
use of futures contracts and options on futures contracts requires special
skills in addition to those needed to select portfolio securities. A further
discussion of futures contracts and their associated risks is contained in the
Statement of Additional Information.
FOREIGN SECURITIES. Subject to the restrictions contained in fundamental
investment policy number 5 and each Portfolio's investment objectives and
policies, each Portfolio may purchase securities of foreign issuers (including
foreign governments) or securities denominated in foreign currencies.
When investing in common stocks and equity-related securities of foreign
issuers, the Portfolios may purchase ADRs, EDRs, and IDRs. ADRs are U.S.
dollar-denominated certificates issued by a U.S. bank or trust company and
represent the right to receive securities of a foreign issuer deposited in a
domestic bank or foreign branch of a U.S. bank. EDRs and IDRs are receipts
issued in Europe, generally by a non-U.S. bank, or trust company, that evidence
ownership of non-U.S. securities. ADRs are traded on domestic exchanges or in
the U.S. over-the-counter market and, generally, are in registered form. EDRs
and IDRs are traded on non-U.S. exchanges or in non-U.S. over-the-counter
markets and, generally, are in bearer form. Investment in ADRs has certain
advantages over direct investment in the underlying non-U.S. securities because
(i) ADRs are U.S. dollar-denominated investments which are registered
domestically, easily transferable, and for which market quotations are readily
available, and (ii) issuers whose securities are represented by ADRs are
subject to the same auditing, accounting, and financial reporting standards as
domestic issuers.
Each Portfolio may also, in accordance with its specific investment
objectives, policies, and restrictions, purchase high-quality U.S. dollar-
denominated money market securities of foreign issuers. Such money market
securities may be registered domestically and traded on domestic exchanges or
in the U.S. over-the-counter market (e.g. Yankee securities), or may be
registered abroad and traded exclusively in foreign markets (e.g. Eurodollar
securities).
Although investments in foreign securities by each Portfolio, except for the
International Stock Portfolio, are intended to reduce risk by providing further
diversification, investments in securities of foreign issuers, particularly
non-governmental issuers, involve risks which are not ordinarily associated
with investments in domestic issuers. The securities of non-U.S. issuers held
by the Portfolios generally will not be registered under, nor will the issuers
thereof be subject to, the reporting requirements of the U.S. Securities and
Exchange Commission. Accordingly, there may be less publicly available
information about the securities and about the foreign company or government
issuing them than is available about a domestic company or government entity.
Companies outside the United States are not subject to the same accounting,
auditing, and financial reporting standards, practices, and requirements
applicable to domestic companies. Stock markets outside the United States may
not be as developed or as efficient as those in the United States, and
government supervision and regulation of those stock markets and brokers is not
identical to that in the United States. The securities of some non-U.S.
companies may be less liquid and more volatile than securities of comparable
U.S. companies, and settlement of transactions with respect to such securities
may sometimes be delayed beyond periods customary in the United States, which
might present liquidity concerns. Further, fixed brokerage commissions on
certain non-U.S. stock exchanges are generally higher than negotiated
commissions on United States exchange-listed securities, and custodial costs
with respect to these securities generally exceed domestic costs. In addition,
with respect to some countries, there is the possibility of unfavorable changes
in investment or exchange control regulations, expropriation, or confiscatory
taxation, limitations on the removal of funds or other assets of the
Portfolios, political or social instability, or diplomatic developments that
could adversely affect investments in those countries. Further, the value of
each Portfolio's securities denominated in foreign currencies will be affected
favorably or unfavorably by changes in currency exchange rates and exchange
control regulations, and the Portfolios may incur costs in connection with
conversions between various currencies.
Metropolitan Life, State Street Research and GFM will consider these and
other factors before investing in foreign securities, and neither Metropolitan
Life, State Street Research nor GFM will make such investments unless, in its
opinion, the potential benefits to a Portfolio are deemed to outweigh the risks
and such investments
PROSPECTUS 14
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will meet the policies, standards and objectives of a particular Portfolio.
FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS. When the Portfolios, and in
particular the International Stock Portfolio, invest in securities denominated
in currencies other than U.S. dollars, such securities may be affected
favorably or unfavorably by changes in currency rates. Each Portfolio (except
the Stock Index Portfolio) may use forward foreign currency exchange contracts
("forward currency contracts") to hedge the currency risk relating to the non-
U.S. dollar-denominated securities purchased, sold, or held by that Portfolio.
A forward currency contract involves an obligation to purchase or sell a
specific currency at a future date, which may be any fixed number of days from
the date of the forward currency contract agreed upon by the parties, at a
price set at the time of the contract. These forward currency contracts are
principally traded in the interbank market conducted directly between currency
traders (usually large commercial banks) and their customers. The Portfolios
may enter into forward currency contracts only under two circumstances. First,
when a Portfolio has entered into a contract to purchase or sell a security
denominated in a foreign currency, that Portfolio may be able to protect
itself against a possible loss, between the trade date and the settlement date
for such security, resulting from an adverse change in the relationship
between the U.S. dollar and the foreign currency in which such security is
denominated, by entering into a forward currency contract in U.S. dollars for
the purchase or sale of the amount of the foreign currency involved in the
underlying security transaction. However, this practice may limit potential
gains which might result from a positive change in such currency
relationships. Second, when the management for a Portfolio believes that the
currency of a particular country may suffer or enjoy a substantial movement
against the U.S. dollar (or another currency), that Portfolio may enter into a
forward currency contract to sell or buy an amount of foreign currency
approximating the value of some or all of that Portfolio's securities
denominated in such foreign currency. The forecasting of short-term currency
market movements is extremely difficult and whether such a short-term hedging
strategy will be successful is highly uncertain.
SYNTHETIC NON-U.S. MONEY MARKET POSITIONS. Money market securities
denominated in foreign currencies are permissible investments of the
International Stock Portfolio. In addition to, or in lieu of direct investment
in such securities, the International Stock Portfolio may construct a
synthetic non-U.S. money market position by (i) purchasing a money market
instrument denominated in U.S. dollars and (ii) concurrently entering into a
forward currency contract to deliver a corresponding amount of U.S. dollars in
exchange for a foreign currency on a future date and at a specified rate of
exchange. Because of the availability of a variety of highly liquid short-term
U.S. dollar-denominated money market instruments, a synthetic money market
position utilizing such U.S. dollar-denominated instruments may offer greater
liquidity than direct investment in a money market instrument denominated in a
foreign currency.
MANAGEMENT OF THE FUND
...............................................................................
The directors, in addition to reviewing the actions of the Fund's investment
manager and sub-investment manager, as set forth below, decide upon matters of
general policy. The Fund's officers supervise the daily business operations of
the Fund. A listing of the Board of Directors and the officers of the Fund is
set forth under "Directors and Officers" in the Statement of Additional
Information.
Metropolitan Life is the investment manager and principal underwriter and
distributor for the Fund. Metropolitan Life also manages investment assets
owned by it, by certain companies affiliated with it and by certain other
entities. Metropolitan Life is a mutual life insurance company which sells
insurance policies and annuity contracts. On December 31, 1994, it had total
life insurance in force of over $1.2 trillion and total assets of over $164
billion. Metropolitan Life is the parent of Metropolitan Tower.
State Street Research is the sub-investment manager with respect to the
Growth, Income, Diversified and Aggressive Growth Portfolios. State Street
Research is a Delaware corporation, and is a wholly-owned indirect subsidiary
of Metropolitan Life, which currently provides investment research and
management services to a family of mutual funds and a limited number of other
substantial institutional clients, such as trustees for corporate pension
plans, endowments and foundations. It and its predecessor organization have
been in the investment advisory business for more than 55 years. On December
31, 1994, State Street Research and its subsidiaries had investment
arrangements in effect for about $23.2 billion in assets. State Street
Research's fees for sub-investment management services are paid by
Metropolitan Life.
GFM is the sub-investment manager with respect to the International Stock
Portfolio. Formed in 1990, GFM is an English corporation and a subsidiary of
Metropolitan Life. The firm was formed to provide pension funds, 401(k) plans,
foundations, endowments,
PROSPECTUS 15
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...............................................................
corporations and financial institutions with a range of investment management
services related to the international marketplace. On December 31, 1994, GFM
had investment management arrangements in effect for over $1.346 billion in
assets. GFM's fees for sub-investment management services are paid by
Metropolitan Life.
Metropolitan Life, subject to review by the Fund's Board of Directors, is
responsible for the overall management of each Portfolio and has ultimate
responsibility for making decisions to buy, sell or hold any particular
security for each Portfolio and day to day responsibility for making such
decisions for the Money Market and the Stock Index Portfolios. State Street
Research, subject to review by the Fund's Board of Directors and by
Metropolitan Life, has the day-to-day responsibility for making decisions to
buy, sell or hold any particular security for the Growth, Income, Diversified
and Aggressive Growth Portfolios. GFM, subject to review by the Fund's Board
of Directors and by Metropolitan Life, has the day-to-day responsibility for
making decisions to buy, sell or hold any particular security for the
International Stock Portfolio. Metropolitan Life is also obligated to perform
general administrative and management services for the Fund.
For providing investment management services to each Portfolio, except the
Aggressive Growth Portfolio and the International Stock Portfolio,
Metropolitan Life receives monthly compensation from the Portfolios at an
annual rate of .25% of the average daily value of the aggregate net assets of
that Portfolio. For providing investment management services to the Aggressive
Growth Portfolio and the International Stock Portfolio, Metropolitan Life
receives monthly compensation at an annual rate of .75% of the average daily
value of the aggregate net assets of that Portfolio. The advisory fee payable
by the Aggressive Growth Portfolio is higher than advisory fees paid by many
other investment companies of the same type, but the Fund's Board of Directors
believes it to be justifiable in consideration of the extremely careful
scrutiny and analysis necessary to select and continuously follow the kinds of
investments in which such Portfolio engages in light of such Portfolio's
investment objectives and policies. Moreover, the advisory fee is comparable
to other investment companies with similar investment objectives. During 1994,
such fees aggregated $11,024,956 for all of the Portfolios.
For sub-investment management services with respect to the Growth, Income,
Diversified and Aggressive Growth Portfolios, State Street Research receives
from Metropolitan Life an annual percentage fee, calculated on the month
ending value of the aggregate net assets of the particular Portfolio. During
1994, sub-investment management fees for the Growth, Income, Diversified and
Aggressive Growth Portfolios aggregated $7,652,865. For sub-investment
management services with respect to the International Stock Portfolio, GFM
receives from Metropolitan Life an annual percentage fee calculated on the
month ending value of the aggregate net assets of that Portfolio. During 1994,
such fees aggregated $1,389,924. The Fund has no responsibility for the
payment of fees to State Street Research or to GFM.
Michael R. Yogg is the portfolio manager for the Growth Portfolio and the
equity portion of the Diversified Portfolio. Mr. Yogg is one of the lead
portfolio managers for the State Street Research Equity Group's Growth Team
and a Senior Vice President of the Firm. He is also Chairman of the Asset
Allocation Committee and a member of the Investment Research Committee. Mr.
Yogg joined the firm in 1978 as a security analyst and he was named Vice
President in 1984. He became Director of Research in 1988 and Senior Vice
President in 1989. Before joining State Street Research, Mr. Yogg was an
instructor at Harvard College. He received a B.A. from Yale College and A.M.
and Ph.D. degrees from Harvard University. Mr. Yogg has 15 years of investment
experience. Kim M. Peters manages the Income Portfolio and the fixed income
portion of the Diversified Portfolio. Mr. Peters is the lead portfolio manager
for the State Street Research Fixed Income Group's Corporate Team and is a
Vice President of the firm. He joined State Street Research in 1986 as a
security analyst and was named Vice President in 1989. Mr. Peters previously
served as Registration and Compliance Specialist at the State Historical
Society of Wisconsin. He earned an A.B. from Clark University, an M.S. from
the University of Wisconsin and an M.B.A. from the University of Wisconsin
Graduate School of Business. He has seven years of investment experience.
Frederick R. Kobrick manages the Aggressive Growth Portfolio. He is the lead
portfolio manager for the State Street Research Equity Group's Aggressive
Growth Team and a member of the Investment Research Committee. He joined State
Street Research in 1985 as Vice President and became Senior Vice President in
1989. Previously, Mr. Kobrick served as a security analyst and portfolio
manager at Thorndike, Doran, Paine & Lewis. He received a B.A. from Boston
University and an M.B.A. from Harvard Business School. Mr. Kobrick has 22
years of investment experience.
The International Stock Portfolio is managed by Stephen J. Bamford,
Rosamunde M. Price, Steven J. Brunnock and Ian R. Vose of GFM. Mrs. Price's,
Mr. Brunnock's and Mr. Vose's principal occupation is portfolio manager with
GFM. They have managed the Portfolio since its inception in January 1992 and
have
PROSPECTUS 16
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been with GFM since its formation in 1990. Mr. Bamford's principal occupation
is Chief Executive and Chief Investment Officer of GFM. For the five years
prior to joining GFM, he served as Investment Director of Aetna International
(UK) Ltd. For the five years prior to joining GFM, Mrs. Price served as Chief
Investment Manager (Equities) at Deutsche Bank Capital Management (UK) Ltd.,
Senior Fund Manager at Nippon Credit International Ltd. and Investment
Director of the Civil Aviation Authority Pension Fund. For the five years
prior to joining GFM Mr. Brunnock served as United Kingdom Portfolio Manager
of MGM Assurance plc. For the five years prior to joining GFM, Mr. Vose served
as Director of MG International Fund Management and Chief Investment Officer
of MG-Tokai Bank Fund Management.
Prior to May 16, 1993, Metropolitan Life was obligated to pay all expenses
of each Portfolio of the Fund other than the investment management fees
payable to Metropolitan Life, brokerage commissions on portfolio transactions
(including any other direct costs related to the acquisition, disposition,
lending or borrowing of portfolio investments), taxes payable by the Fund,
interest and any other costs related to borrowings by the Fund, and any
extraordinary or non-recurring expenses (such as legal claims and liabilities
and litigation costs and any indemnification related thereto). Since that
date, the Fund has been obligated to pay all of its own expenses. However,
Metropolitan Life reserves the right, in its sole discretion, to pay all or a
portion of the expenses of the Fund or any of its Portfolios, and to terminate
such voluntary payment at any time upon notice to the Board of Directors and
shareholders of the Fund.
GENERAL INFORMATION ABOUT THE FUND AND ITS SHARES
...............................................................................
The Fund was incorporated under the laws of the State of Maryland on
November 23, 1982 and filed articles supplementary with the State of Maryland
with respect to the Diversified Portfolio (then known as the Discretionary
Portfolio) on October 25, 1984, with respect to the GNMA Portfolio on May 21,
1986, with respect to the Aggressive Growth, Equity Income and two other
Portfolios on October 19, 1987 and February 2, 1988, with respect to the Stock
Index Portfolio on January 30, 1990 and with respect to the International
Stock Portfolio on August 7, 1990. The authorized capital stock of the Fund
consists of 1,000,000,000 shares of common stock, par value $0.01 per share.
The shares of common stock are presently divided into seven classes (or
series): Growth Portfolio common stock, Income Portfolio common stock, Money
Market Portfolio common stock, Diversified Portfolio common stock, Aggressive
Growth Portfolio common stock, Stock Index Portfolio common stock and
International Stock Portfolio common stock. Each class currently consists of
100,000,000 shares. The Fund reserves the right later to issue additional
classes of shares without the consent of shareholders, and may allocate its
100,000,000 unclassified shares or reallocate any unissued classified shares.
On June 1, 1994 Metropolitan Life and Metropolitan Tower, the sole
shareholders of the GNMA and Equity Income Portfolios redeemed their shares
and purchased shares of equal aggregate value in the Diversified Portfolio.
As a Maryland corporate entity, the Fund is not required to hold regular
annual shareholder meetings and, in the normal course, does not expect to hold
such meetings. The Fund, is, however, required to hold shareholder meetings
for such purposes as, for example: (i) approving certain agreements as
required by the 1940 Act; (ii) changing fundamental investment objectives and
restrictions of the Portfolios; and (iii) filling vacancies on the Board of
Directors in the event that less than a majority of the directors were elected
by shareholders. The Fund expects that there will be no meetings of
shareholders for the purpose of electing directors unless and until such time
as less than a majority of the directors holding office have been elected by
shareholders. At such time, the directors then in office will call a
shareholder meeting for the election of directors. In addition, holders of
record of not less than two-thirds of the outstanding shares of the Fund may
remove a director from office by a vote cast in person or by proxy at a
shareholder meeting called for that purpose at the request of holders of 10%
or more of the outstanding shares of the Fund. The Fund has the obligation to
assist in such shareholder communications. Except as set forth above,
directors will continue in office and may appoint successor directors.
All shares of common stock, of whatever class, are entitled to one vote, and
the votes of all classes are cast on an aggregate basis, except on matters
where the interests of the Portfolios differ. In such a case, the voting is on
a Portfolio-by-Portfolio basis. Approval or disapproval by the shares in one
Portfolio on such a matter would not generally be a prerequisite to approval
or disapproval by shares in another Portfolio; and shares in a Portfolio not
affected by a matter generally would not be entitled to vote on that matter.
Examples of matters which would require a Portfolio-by-Portfolio vote are
changes in fundamental investment policies of a particular Portfolio and
approval of changes in any investment management agreement relating to a
particular Portfolio.
PROSPECTUS 17
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Each issued and outstanding share in a Portfolio is entitled to participate
equally in dividends and distributions declared by such Portfolio and in the
net assets of such Portfolio upon liquidation or dissolution remaining after
satisfaction of outstanding liabilities. For these purposes, and for purposes
of determining the sale and redemption prices of shares, any assets which are
not clearly allocable to a particular Portfolio or Portfolios are allocated in
the manner determined by the Board of Directors. Accrued liabilities which are
not clearly allocable to one or more Portfolios would generally be allocated
among the Portfolios in proportion to their relative net assets before
adjustment for such unallocated liability. In the unlikely event that any
Portfolio incurred liabilities in excess of its assets, the other Portfolios
could be held liable for such excess.
Metropolitan Life provided the initial capital for the Fund by purchasing for
its general account $10,000,000 worth of shares of each of the Growth
Portfolio, Income Portfolio and Money Market Portfolio on May 16, 1983,
$7,000,000 worth of shares of the Diversified Portfolio on July 31, 1986,
$3,000,000 worth of shares of the Aggressive Growth Portfolio on April 29,
1988, $5,000,000 worth of shares of the Stock Index Portfolio on May 1, 1990
and $10,000,000 worth of shares of the International Stock Portfolio on May 1,
1991. Metropolitan Life has withdrawn portions of such investment from time to
time, but has agreed not to make any redemption request if it would reduce the
Fund's net worth below $100,000. Metropolitan Life paid all of the
organizational expenses of the Fund and will not be reimbursed by the Fund.
Owners of Contracts supported by separate accounts registered as unit
investment trusts under the Investment Company Act of 1940 have certain voting
interests in respect of Fund shares. See the prospectus for the Contracts or
other material which is attached at the front of this Prospectus for a
description of the rights granted such Contract owners to instruct voting of
Fund shares. The Fund has been advised that shares held by Metropolitan Life in
its general account and in a separate account not registered as a unit
investment trust will be voted in the same proportion as the shares held by the
Insurance Companies in their separate accounts registered as unit investment
trusts. As of March 31, 1995, Metropolitan Life owned in its general account
and in the separate account not registered as a unit investment trust
approximately 4.02%, 3.91%, 4.07%, 29.71%, 4.89%, 2.78% and 3.53%,
respectively, of the outstanding shares of the Growth Portfolio, Income
Portfolio, Diversified Portfolio, Money Market Portfolio, Aggressive Growth
Portfolio, Stock Index Portfolio and International Stock Portfolio.
The Fund's Transfer and Dividend Paying Agent is State Street Bank and Trust
Company, 225 Franklin Street, Boston, Massachusetts 02110. State Street
Research is not affiliated with State Street Bank and Trust Company.
DIVIDENDS, DISTRIBUTIONS AND TAXES
................................................................................
The Fund intends to qualify as a "regulated investment company" under certain
provisions of the Internal Revenue Code (the "Code"). Under such provisions,
the Fund will not be subject to federal income tax on such part of its net
ordinary income and net realized capital gains which it distributes to
shareholders.
It is the Fund's intention to distribute substantially all the net investment
income, if any, of each Portfolio. The Fund must distribute by the end of each
calendar year substantially all the ordinary income and capital gains of each
Portfolio to avoid the imposition of an excise tax on certain undistributed
amounts (see "Taxes," in the Statement of Additional Information). For dividend
purposes, net investment income of each Portfolio will consist of all payments
of dividends or interest received by such Portfolio (plus or minus any
amortized purchase discount or premium, less the estimated expenses of such
Portfolio). Dividends from investment income of the Portfolios are expected to
be declared annually and reinvested in additional full and fractional shares of
the Portfolio. However, the Board of Directors may decide to declare dividends
at other intervals.
All net realized long or short-term capital gains of the Fund, if any, are
declared and distributed at least annually either during or after the close of
the Fund's fiscal year to the shareholders of the Portfolio or Portfolios to
which such gains are attributable and are reinvested in additional full and
fractional shares of the Portfolio.
For a discussion of the impact on Contract owners of income taxes the
Insurance Companies may owe as a result of (a) their ownership of Fund shares,
(b) their receipt of dividends and distributions thereon, and (c) their gains
from the purchase and sale thereof, reference should be made to the prospectus
or other material for the Contracts attached at the front of this Prospectus.
SALE AND REDEMPTION OF SHARES
................................................................................
Metropolitan Life is the principal underwriter and distributor of the Fund's
shares. Metropolitan Life is also the principal underwriter and distributor of
the Contracts.
PROSPECTUS 18
<PAGE>
...............................................................
The Insurance Companies place orders for the purchase or redemption of
shares of each Portfolio, based on, among other things, the amount of net
Contract premiums or purchase payments transferred to the separate accounts,
transfers to or from a separate account investment division, policy loans,
loan repayments, and benefit payments to be effected on a given date pursuant
to the terms of the Contracts. Such orders are effected, without sales charge,
at the net asset value per share for each Portfolio determined as of 4:00
p.m., New York City time, on that same date.
The net asset value of the shares of each Portfolio of the Fund is
determined once daily immediately after the declaration of dividends, if any,
and is currently determined at 4:00 p.m., New York City time, on each day
during which the New York Stock Exchange is open for trading or, on days other
than when the New York Stock Exchange is open, on which it is determined that
there is a sufficient degree of trading in the Fund's portfolio securities
that the current net asset value of its shares might be materially affected.
Net asset value per share of each Portfolio is calculated by dividing the
value of all of that Portfolio's securities plus the value of its other assets
(including dividends and interest received or accrued), less all liabilities
(including accrued expenses and dividends payable), by the number of
outstanding shares of the Portfolio. For purposes of determining the value of
a Portfolio's assets, cash and receivables will be valued at their face
amounts. Interest will be recorded as accrued and dividends will be recorded
on the ex-dividend date.
Except with respect to short-term debt instruments having a remaining
maturity of 60 days or less, securities, options and futures contracts held by
the Growth, Income, Diversified, Aggressive Growth, Stock Index and
International Stock Portfolios will be valued at market value. Securities and
assets for which market quotations are not readily available will be valued at
fair value as determined in good faith by or under the direction of the Board
of Directors of the Fund. Short-term debt instruments with a remaining
maturity of 60 days or less will be valued on an amortized cost basis.
The Fund will value all debt instruments held by the Money Market Portfolio
utilizing the amortized cost method of valuation. All other securities and
assets of the Money Market Portfolio will be valued in accordance with the
preceding paragraph.
PROSPECTUS 19
<PAGE>
METROPOLITAN SERIES FUND, INC.
---------------------
Principal Office of the Fund
1 Madison Avenue
New York, New York 10010
(212) 578-2674
---------------------
Investment Manager
Metropolitan Life Insurance Company
1 Madison Avenue
New York, New York 10010
(Principal Business Address)
(212) 578-5364
Sub-Investment Managers
State Street Research &
Management Company
One Financial Center
Boston, Massachusetts 02111
(Principal Business Address)
GFM International Investors, Limited
5 Upper St. Martins Lane
London, England WC2H 9EA
(Mailing Address)
Custodian and Transfer Agent
State Street Bank and Trust Company
225 Franklin Street
Boston, Massachusetts 02110
(Principal Business Address)
NO DEALER, SALESMAN, OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMA-
TION OR TO MAKE ANY REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS PRO-
SPECTUS, IN CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS, AND, IF GIVEN OR
MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAV-
ING BEEN AUTHORIZED BY THE FUND, METROPOLITAN LIFE, STATE STREET RESEARCH, GFM
OR METROPOLITAN TOWER. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY
STATE IN WHICH SUCH OFFERING MAY NOT LAWFULLY BE MADE.
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
for
METROPOLITAN SERIES FUND, INC.
Metropolitan Series Fund, Inc., is an investment company designed to meet a
wide range of investment objectives with its separate Portfolios. The seven
Portfolios currently available are: Growth Portfolio, Income Portfolio, Money
Market Portfolio, Diversified Portfolio, Aggressive Growth Portfolio, Stock
Index Portfolio and International Stock Portfolio.
This Statement of Additional Information is not a prospectus. It should be
read in conjunction with the Prospectus dated May 1, 1995. A copy of the
Prospectus may be obtained from Metropolitan Life Insurance Company, One
Madison Avenue, New York, New York 10010, telephone number (201) 515-5493.
The date of this Statement of Additional Information is May 1, 1995.
1 Madison Avenue, New York, New York 10010 Telephone (212) 578-2674
18000100038 (0595)
9504NAQ (exp 0496) MLIC-LD
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
CROSS REFERENCE TO
PAGE PAGE IN PROSPECTUS
---- ------------------
<S> <C> <C>
Investment Practices and Policies.................... B- 3 6
Money Market Instruments............................ B- 3 8
Mortgage-Related Securities......................... B- 5 *
High Yield Securities............................... B- 6 6
Debt Instrument Ratings............................. B- 7 7
Certain Investment Limitations...................... B- 8 11
Insurance Law Restrictions.......................... B- 9 *
Certain Investment Practices........................ B- 9 6
Lending of Portfolio Securities.................... B- 9 12
Options and Futures................................ B-10 12
Forward Foreign Currency Exchange Contracts........ B-15 15
Directors and Officers............................... B-17 15
Investment Management Arrangements................... B-18 15
Investment Management Agreements and Sub-Investment
Management Agreements.............................. B-18 15
Payment of Expenses................................. B-19 17
Allocation of Portfolio Brokerage................... B-20 *
Sale and Redemption of Shares........................ B-21 18
Taxes................................................ B-23 18
General Information.................................. B-24 *
Experts............................................. B-24 *
Custodian and Transfer Agent........................ B-24 *
Financial Statements................................. B-25 *
</TABLE>
*Not Applicable
B-2
<PAGE>
...............................................................
INVESTMENT PRACTICES AND POLICIES
...............................................................................
MONEY MARKET INSTRUMENTS
Certain money market instruments in which the Money Market Portfolio and the
Diversified Portfolio may invest are described below. The Income Portfolio,
the Growth Portfolio, the Aggressive Growth Portfolio, the Stock Index
Portfolio and the International Stock Portfolio may also invest in such
instruments to the extent otherwise consistent with their investment
objectives. See "Investment Objectives and General Investment Policies," in
the Prospectus.
United States Government Securities: These consist of various types of
marketable securities issued by the United States Treasury, i.e., bills, notes
and bonds. Such securities are direct obligations of the United States
government and differ mainly in the length of their maturity. Treasury bills,
the most frequently issued marketable government security, have a maturity of
up to one year and are issued on a discount basis.
Government Agency Securities: These consist of debt securities issued by
agencies and instrumentalities of the United States Government, including the
various types of instruments currently outstanding or which may be offered in
the future. Agencies include, among others, the Federal Housing
Administration, Government National Mortgage Association, Farmers Home
Administration, Export-Import Bank of the United States, Maritime
Administration, General Services Administration and Tennessee Valley
Authority. Instrumentalities include, for example, the National Bank for
Cooperatives, each of the Federal Home Loan Banks, Federal Home Loan Mortgage
Corporation, Farm Credit Banks, Federal National Mortgage Association and the
United States Postal Service. Such securities are backed by the full faith and
credit of the United States (e.g. U.S. Treasury Bills), guaranteed by the
United States Treasury (e.g. Government National Mortgage Association
mortgage-backed securities), supported by the issuing agency's or
instrumentality's right to borrow from the United States Treasury (e.g.
Federal National Mortgage Association Discount Notes) or supported by the
issuing agency's or instrumentality's credit. Certain of the foregoing
instruments which constitute mortgage-related securities are discussed under
"Mortgage--Related Securities" below.
Bank Money Investments: These include certificates of deposit and bankers'
acceptances. Certificates of deposit are generally short-term, interest-
bearing negotiable certificates issued by commercial banks or savings and loan
associations against funds deposited in the issuing institution. A banker's
acceptance is a time draft drawn on a commercial bank by a borrower, usually
in connection with an international commercial transaction (to finance the
import, export, transfer or storage of goods). The borrow is liable for
payment as well as the bank, which unconditionally guarantees to pay the draft
at its face amount on the maturity date. Most acceptances have maturities of
six months or less and are traded in secondary markets prior to maturity. A
Portfolio will not invest in any security issued by a commercial bank or a
savings and loan association unless the bank or association is organized and
operating in the United States, has total assets of at least $1 billion and is
a member of the Federal Deposit Insurance Corporation; provided that this
limitation shall not prohibit investments in foreign branches or agencies of
banks which meet the foregoing requirements. No Portfolio will invest in non-
negotiable time-deposits maturing in more than seven days.
Short-Term Corporate Debt Instruments: These include commercial paper
(including variable amount master demand notes); i.e., short-term, unsecured
promissory notes issued by corporations to finance short-term credit needs.
Commercial paper is usually sold on a discount basis and has a maturity at the
time of issuance not exceeding nine months.
Variable amount master demand notes are obligations of companies that permit
the Fund to invest fluctuating amounts at varying rates of interest pursuant
to arrangements between the Fund, as lender, and the companies, as borrowers.
The Fund will have the right, at any time, to increase the amount lent up to
the full amount provided by a note or to decrease the amount. The borrower
will have the right, at any time, to prepay up to the full amount of the
amount borrowed without penalty. Because the notes are direct lending
obligations between the Fund and borrowers, they are generally not traded and
there is no secondary market. However, the Fund will have the right to redeem
a note at any time and receive face value plus accrued interest. Consequently,
the Fund's ability to receive repayment will depend upon the borrower's
ability to pay principal and interest on the Fund's demand. The Fund will
invest only in either notes that have the ratings described below for
commercial paper, or (because notes are not typically rated by credit rating
agencies) unrated notes that are issued by companies that have the rating
described below for issuers of commercial paper. The Fund does not expect that
the notes will be backed by bank letters of credit. The Fund's investment
manager and sub-investment manager will value the notes held by the Fund,
taking into account such factors as the issuer's earning power, cash flows and
other liquidity ratios.
Also included are non-convertible corporate debt securities (e.g., bonds and
debentures) with no more than two years (thirteen months with respect to the
Money Market Portfolio) remaining to maturity at the date of settlement.
Corporate debt securities with a remaining maturity of less than thirteen
months are liquid (and tend
B-3
<PAGE>
...............................................................
to become more liquid as their maturities lessen) and are traded as money
market securities. Issues with between thirteen months and two years remaining
to maturity tend to have greater liquidity and considerably less market value
fluctuation than longer term issues.
Commercial paper investments at the time of purchase will be rated "A" ("A-
1" or "A-2" with respect to the Money Market Portfolio") by Standard & Poor's
Ratings Group (Standard & Poor's) or "Prime" ("Prime-1" or "Prime-2" with
respect to the Money Market Portfolio) by Moody's Investor Services, Inc.
(Moody's), or, if not rated, issued by companies having an outstanding debt
issue rated at least "A" ("AA" or "Aa" with respect to the Money Market
Portfolio) by Standard & Poor's or by Moody's. The Money Market Portfolio's
investments in corporate bonds and debentures (which must have maturities at
the date of settlement of thirteen months or less) must be rated at the time
of purchase at least "AA" or its equivalent by at least two nationally
recognized statistical rating organizations ("NRSRO's") or by one NRSRO if
only one has rated such securities ("Requisite NRSRO's") or if unrated are of
comparable investment quality. See below for a discussion of the
aforementioned corporate bond and commercial paper ratings.
Repurchase Agreements: Under these arrangements, the Fund would invest in
securities subject to repurchase agreements with a bank or dealer. A
repurchase agreement is an instrument under which the purchaser (i.e., the
Portfolio) acquires ownership of the obligation (debt security) and the seller
agrees, at the time of the sale, to repurchase the obligation at a mutually
agreed upon time and price, thereby determining the yield during the
purchaser's holding period. This results in a fixed rate of return insulated
from market fluctuations during such period, unless the seller defaults on its
repurchase obligations.
The underlying securities will consist only of U.S. government or government
agency securities, certificates of deposit, commercial paper or banker's
acceptances. For the Money Market Portfolio, the underlying securities will
consist of either (i) U.S. government or government agency securities or (ii)
a security rated in the highest rating category by the requisite NRSRO's as
defined above. Repurchase agreements will be collateralized by the purchased
securities, and, during the term of a repurchase agreement, the seller will be
required to provide such additional collateral as is necessary to maintain the
value of all of the collateral at a level at least equal to the repurchase
price. Repurchase agreements usually are for short periods, such as under one
week. Repurchase agreements will be entered into with primary dealers for
periods not to exceed 30 days and only with respect to underlying money market
securities in which the Fund may otherwise invest as described above.
Repurchase agreements will not be entered into for a duration of more than
seven days if, as a result, more than 10% of the value of a Portfolio's total
assets would be invested in such agreements or other illiquid securities.
Repurchase agreements could be viewed as a form of loan made by the Fund to
the seller of the agreement, with the security subject to repurchase, in
effect, serving as "collateral" for the loan. The Fund will in all cases seek
to assure that the amount of collateral with respect to any repurchase
agreement is adequate. As with a true extension of credit, however, there is
risk of delay in recovery or inadequacy of the "collateral," should the seller
of the repurchase agreement fail financially. Also, the Fund could incur
disposition costs in connection with disposition of the collateral if the
seller defaults. The Fund will enter into repurchase agreements only with
sellers deemed to be creditworthy and only when the economic benefit to the
Fund is believed to justify the attendant risks. The Fund has adopted
standards for the sellers with whom it will enter into repurchase agreements
which it believes are reasonably designed to assure that such a party presents
no serious risk of becoming involved in bankruptcy proceedings within the time
frame contemplated by the repurchase agreement.
Reverse Repurchase Agreements: These agreements involve the sale of money
market securities held by a Portfolio, with an agreement to repurchase the
securities at an agreed upon price, date and interest payment. The proceeds of
the reverse repurchase agreement would be used to purchase other money market
securities either maturing, or under an agreement to resell, at a date
simultaneous with or prior to the expiration of the reverse repurchases
agreement. Reverse repurchase agreements will be utilized only when the
interest income to be earned from the investment of the proceeds from the
transaction is greater than the interest expense of the reverse repurchase
transaction.
Reverse repurchase agreements could be viewed as a form of borrowing by the
Fund and are therefore subject to the Fund's restrictions with respect to
borrowing generally. See fundamental investment policy number 2 on page B-8.
The Fund intends to take reasonable steps to ensure against the risk that it
will have insufficient assets to repurchase securities subject to such
agreements. With regard to each reverse repurchase agreement, therefore, the
Fund intends to maintain in a segregated account liquid assets (such as cash,
U.S. government securities or other appropriate high grade debt obligations)
equal in value to the specified repurchase price or, if there is no specified
price, to the proceeds received on the sale subject to repurchase plus accrued
interest.
B-4
<PAGE>
...............................................................
MORTGAGE-RELATED SECURITIES
The Portfolios may invest in certain mortgage-related securities to the
extent otherwise consistent with their investment objectives and policies.
A mortgage-related security is an interest in a pool of mortgages. Most
mortgage-related securities are pass-through securities, which means that they
provide investors with payments consisting of both interest and principal as
the mortgages in the underlying mortgage pool are paid off. The following types
of mortgage-related securities, which represent the majority of the mortgage
securities currently available, are issued by government-sponsored
organizations formed to increase the availability of mortgage credit.
Ginnie Maes: These are mortgage-backed pass-through certificates (Ginnie
Maes) that are issued by the Government National Mortgage Association (GNMA)
and are guaranteed as to timely payment of interest and principal by GNMA and
backed by the full faith and credit of the United States. Ginnie Maes represent
partial ownership interests in a pool of mortgage loans which are individually
insured by the Federal Housing Administration or by the Farmers Home
Administration, or guaranteed by the Veterans Administration. GNMA is a U.S.
government corporation within the Department of Housing and Urban Development.
Fannie Maes and Freddie Macs: These are pass-through securities issued by the
Federal National Mortgage Association (FNMA) and the Federal Home Loan Mortgage
Corporation (FHLMC). FNMA guarantees full and timely payment of interest and
principal on Fannie Maes and FHLMC guarantees full and timely payment of
interest and full and ultimate payment of principal on Freddie Macs. These
guarantees are backed, respectively, by the credit of FNMA, a federally
chartered, privately owned corporation, and FHLMC, a federally chartered
corporation owned by the Federal Home Loan Banks. In no circumstances does the
full faith and credit of the United States guarantee any payments on the FNMA
or FHLMC certificates. Although the Secretary of the Treasury of the United
States has discretionary authority to lend FNMA up to $2.25 billion outstanding
at any time, neither the United States nor any agency thereof is obligated to
finance FNMA's or FHLMC's operations or to assist FNMA or FHLMC in any other
manner.
The following types of mortgage-related securities may be issued by
governmental or non-governmental entities such as banks and other mortgage
lenders. Non-governmental securities may offer a higher yield but may also be
subject to greater price fluctuation and risk than governmental securities.
Collateralized Mortgage Obligations (CMOs): These are securities
collateralized by mortgages or mortgaged-backed securities. CMOs are issued
with a variety of classes or series, which have different maturities and
generally are retired in sequence.
Mortgage-Backed Securities: These include mortgage pass-through bonds and
mortgage-backed bonds. A mortgage pass-through bond is an interest in a pool of
mortgages where the cash flow generated from the mortgage collateral pool is
dedicated to bond repayment. Mortgage-backed bonds are general obligations of
their issuers, payable out of the issuers' general funds and additionally
secured by a first lien on a pool of single-family detached properties.
Mortgage-related securities also include other debt obligations secured by
mortgages on commercial real estate or residential properties.
Many issuers or servicers of mortgage-related securities guarantee timely
payment of interest and principal on the securities, whether or not payments
are made when due on the underlying mortgages. This kind of guarantee generally
increases the quality of a security, but does not mean that the security's
market value and yield will not change. Like other bond investments, the value
of mortgage-related securities will tend to rise when interest rates fall, and
fall when rates rise. Their value may also change because of changes in the
market's perception of the creditworthiness of the organization that issued or
guarantees them or changes in the value of the underlying mortgages. In
addition, the mortgage securities market in general may be adversely affected
by changes in governmental regulation or tax policies.
Mortgage-related securities can have stated maturities of up to thirty years,
depending on the length of the mortgages underlying the securities. In
practice, unscheduled or early payments of principal on the underlying
mortgages may make the securities' effective maturity shorter than this. For
example, a security based on a pool of thirty-year mortgages is generally
estimated to have an average life of twelve years. The relationship between
mortgage prepayments and interest rates may give some high-yielding mortgage-
related securities less potential for growth in value than conventional bonds
with comparable maturities.
Certain mortgage-related securities may only be settled through privately
owned clearing corporations whose solvency and creditworthiness are not backed
by the United States government or its agencies or instrumentalities. Certain
operational problems of such
B-5
<PAGE>
...............................................................
clearing corporations may result in delays in settlement of mortgage-related
securities transactions and may also result in losses to a Portfolio.
HIGH YIELD SECURITIES
The Income Portfolio, as described in the Prospectus, intends to invest
primarily in securities offering the highest possible total return, consistent
with prudent investment risk. Consistent with that objective, from time to
time, up to 25% of the Portfolio's total assets may be invested in securities
rated BBB or below by one of the nationally recognized statistical rating
organizations ("NRSROs") or if unrated, will be of similar investment quality
as determined by Metropolitan Life or State Street Research. Medium-grade
bonds (rated, for example, BBB by an NRSRO) lack outstanding investment
characteristics, but are regarded as having an adequate capacity to pay
principal and interest. Such debt securities, as well as those in higher grade
categories, are generally known as investment grade securities.
Investment in bonds rated BBB and below may, but need not, include bonds
rated BB or lower. Such lower-medium and lower grade bonds rated BB or lower
are generally known as high yield securities or "junk bonds." Such high yield
securities are regarded, on balance, as predominantly speculative with respect
to the issuer's capacity to pay interest and principal in accordance with the
terms of the obligation.
The market values of such high yield securities tend to reflect individual
corporate developments to a greater extent than higher rated securities, which
react primarily to fluctuations in the general level of interest rates. Such
high yield securities also tend to be more sensitive to real or perceived
adverse economic conditions than higher rated securities.
Companies that issue high yield debt securities are often highly leveraged
and may not have available to them more traditional methods of financing.
Therefore, the risk associated with acquiring the debt securities of such
issuers generally is greater than is the case with higher rated bonds. For
example, during an economic downturn or a sustained period of rising interest
rates, highly leveraged issuers of high yield securities may experience
"financial stress" and may not have sufficient revenues to meet their payment
obligations. Such an issuer's ability to service its debt obligations may also
be adversely affected by specific corporate developments, or the issuer's
inability to meet specific projected business forecasts, or the unavailability
of additional financing. Risk of loss due to default by the issuer is also
significantly greater for the holders of high yield securities because such
securities are generally unsecured and are generally subordinated to the debts
of other creditors of the issuer.
The Income Portfolio may have difficulty disposing of certain high yield
securities, particularly those perceived to have a high credit risk, because
there may be a thin trading market for such securities. Because not all
dealers maintain markets in all high yield securities, there is not an
established retail secondary market for certain of these securities, and the
Income Portfolio anticipates that such securities could be sold only to a
limited number of dealers or institutional investors. Moreover, to the extent
a secondary trading market for high yield debt securities does exist, it is
generally less liquid than the secondary market for higher rated debt
securities. The lack of a highly liquid secondary market for certain high
yield securities may have an adverse impact on the market price for such debt
securities and the Portfolio's ability to dispose of particular issues when
necessary to meet its liquidity needs or in response to a specific economic
event such as a deterioration in the creditworthiness of the issuer. Adverse
publicity and investor perceptions, whether or not based on fundamental
analysis, may decrease the values and liquidity of high yield securities,
especially in a thinly traded market. The lack of a liquid secondary market
for certain debt securities may also make it more difficult for the Income
Portfolio to obtain accurate market quotations for purposes of valuing certain
of its high yield portfolio securities. Market quotations are generally
available on many high yield issues only from a limited number of dealers and
may not necessarily represent firm bids of such dealers or prices for actual
sales.
In addition, the market for high yield securities, at its current size, has
not weathered a major economic recession, and it is not certain what effect
such a recession might have on such debt securities. It is possible, however,
that a recession could severely disrupt the market for such securities. In
addition, it is possible that an economic downturn could adversely affect the
ability of the issuers of such securities to repay principal and pay interest
on such securities.
Factors adversely impacting the market value of high yield securities may
adversely impact the Income Portfolio's net asset values to the extent, if at
all, the Portfolio owns such securities. In addition, the Portfolio may incur
additional expenses to the extent it is required to seek recovery upon a
default in the payment of principal or interest on its portfolio securities.
The Portfolio will not rely primarily on ratings of NRSROs, but,
B-6
<PAGE>
...............................................................
rather, will rely primarily on the judgment, analysis, and experience of
Metropolitan Life and State Street Research in evaluating the creditworthiness
of any issuer of high yield securities. In their evaluation, Metropolitan Life
and State Street Research will take into consideration, among other things,
the issuer's financial resources, its sensitivity to economic conditions and
trends, its operating history, the quality of the issuer's management, and
regulatory matters.
From time to time, proposals have been discussed regarding new legislation
designed to limit the use of certain high yield securities by issuers in
connection with leveraged buy-outs, mergers and acquisitions, or to limit the
deductibility of interest payments on such securities. Such proposals if
enacted into law could: (i) reduce the market for such securities generally;
(ii) negatively affect the financial condition of issuers of high yield
securities by removing or reducing a source of future financing; and (iii)
negatively affect the value of specific high yield issuers and the high yield
market in general. However, the likelihood of any such legislation being
enacted in the near future or the actual effect of such legislation is
uncertain.
DEBT INSTRUMENT RATINGS
The ratings of certain debt instruments in which the Portfolios may invest
are described below.
DESCRIPTION OF CERTAIN CORPORATE BOND AND DEBENTURE RATINGS OF MOODY'S
INVESTOR SERVICES, INC.:
Aaa--Bonds which are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to as
"gilt edged." Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be visualized
are most unlikely to impair the fundamentally strong position of such issues.
Aa--Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known
as high-grade bonds. They are rated lower than the best bonds because margins
of protection may not be as large as in Aaa securities or fluctuation of
protective elements may be of greater amplitude or there may be other elements
present which make the long-term risks appear somewhat greater than in Aaa
securities.
A--Bonds which are rated A possess many favorable investment attributes and
are to be considered as upper-medium-grade obligations. Factors giving
security to principal and interest are considered adequate, but elements may
be present which suggest a susceptibility to impairment sometime in the
future.
Baa--Bonds which are rated Baa are considered as medium grade obligations,
i.e., they are neither highly protected nor poorly secured. Interest payments
and principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.
Ba--Bonds which are rated Ba are judged to have speculative elements; their
future cannot be considered as well-assured. Often the protection of interest
and principal payments may be very moderate, and thereby not well safeguarded
during both good and bad times over the future. Uncertainty of position
characterizes bonds in this class.
B--Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.
DESCRIPTION OF CERTAIN CORPORATE BOND AND DEBENTURE RATINGS OF STANDARD &
POOR'S RATINGS GROUP:
AAA--Debt rated AAA has the highest rating assigned by Standard & Poor's.
Capacity to pay interest and repay principal is extremely strong.
AA--Debt rated AA has a strong capacity to pay interest and repay principal,
and differs from the higher rated issues only in small degree.
A--Debt rated A has a strong capacity to pay interest and repay principal,
although it is somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than debt in higher rated categories.
BBB--Debt rated BBB is regarded as having an adequate capacity to pay
interest and repay principal. Whereas it normally exhibits adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
debt in this category than in higher rated categories.
BB or B--Debt rated BB or B is regarded, on balance, as predominantly
speculative with respect to
B-7
<PAGE>
...............................................................
capacity to pay interest and repay principal in accordance with the terms of
the obligation. BB indicates the lowest degree of speculation and B a
relatively higher degree of speculation. While such debt will likely have some
quality and protective characteristics, these are outweighed by large
uncertainties or major risk exposures to adverse conditions.
DESCRIPTION OF COMMERCIAL PAPER RATINGS:
...............................................................................
Commercial paper rated A (highest quality) by Standard & Poor's has the
following characteristics: Liquidity ratios are adequate to meet cash
requirements. Long-term senior debt is rated "A" or better, although in some
cases "BBB" credits may be allowed. The issuer has access to at least two
additional channels of borrowing. Basic earnings and cash flow have an upward
trend with allowance made for unusual circumstances. Typically, the issuer's
industry is well established and the issuer has a strong position within the
industry. The reliability and quality of management are unquestioned. The
relative strength or weakness of the above factors determine whether the
issuer's commercial paper is rated A-1, A-2 or A-3. (Those A-1 issues
determined to possess overwhelming safety characteristics are denoted with a
plus (+) sign: A-1+.)
The rating Prime is the highest commercial paper rating assigned by Moody's.
Among the factors considered by Moody's in assigning ratings are the
following: evaluation of the management of the issuer; economic evaluation of
the issuer's industry or industries and an appraisal of speculative-type risks
which may be inherent in certain areas; evaluation of the issuer's products in
relation to competition and customer acceptance; liquidity; amount and quality
of long-term debt; trend of earnings over a period of 10 years; financial
strength of any parent company and the relationships which exist with the
issuer; and recognition by the management of obligations which may be present
or may arise as a result of public interest questions and preparations to meet
such obligations. These factors are all considered in determining whether the
commercial paper is rated Prime-1, Prime-2 or Prime-3.
CERTAIN INVESTMENT LIMITATIONS
The investment limitations not described in the Prospectus and generally
common to the Portfolios are described below. The following four fundamental
policies may not be changed without approval by the requisite vote of the
outstanding voting shares of each Portfolio affected.
No Portfolio may:
1. make any investment which would thereupon cause more than 25% of the
value of the total assets of the Portfolio to be invested in securities
issued by companies principally engaged in any one industry, provided,
however, that (a) utilities will be divided according to their services so
that, for example, gas, gas transmission, electric and telephone will each
be deemed a separate industry, (b) oil and oil related companies will be
divided by type so that, for example, domestic crude oil and gas producers,
domestic integrated oil companies, international oil companies and oil
service companies will each be deemed a separate industry, (c) savings and
loan associations and finance companies will each be deemed a separate
industry, and (d) with respect to the money market portion of the
Diversified Portfolio and the Money Market Portfolio, securities issued or
guaranteed by the United States government, its agencies or
instrumentalities, and with respect to the Money Market Portfolio and the
Diversified Portfolio, debt securities issued by domestic banks (excluding
foreign branches of domestic banks), shall not be subject to this
restriction;
2. borrow money or purchase securities on margin, provided, however, that
this restriction shall not prohibit a Portfolio from (a) obtaining such
short-term credits as are necessary for the clearance of portfolio
transactions, (b) temporarily borrowing up to 5% of the value of a
Portfolio's total assets for extraordinary or emergency purposes, such as
for permitting redemption requests to be honored which might otherwise
require the sale of securities at a time when it is not in the Portfolio's
best interests, (c) entering into reverse repurchase agreements with banks,
or (d) with respect to the International Stock Portfolio, purchasing
securities on a "when-issued" or "forward commitment" basis. Collateral
arrangements entered into by the Portfolios to make margin deposits in
connection with futures contracts, including options on futures contracts,
are not for these purposes deemed to be the purchase of a security on
margin. The aggregate amount of obligations identified in (a), (b) and (c)
above, when incurred, will not exceed one-third of the amount by which the
Portfolio's total assets exceed its total liabilities (excluding the
liabilities represented by such obligations). If at any time a Portfolio's
obligations of such type exceed the foregoing limitation, such obligations
will be promptly reduced to the extent necessary to comply with the
limitation. The Fund will not issue senior securities, other than those
which represent such type obligations. For purposes hereof, writing covered
call and put options and entering into futures contracts and options thereon
to the extent permitted in fundamental investment policy
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numbers 1, 2 and 3 in the Prospectus shall not be deemed to involve the
issuance of senior securities or borrowings;
3. engage in the underwriting of securities of other issuers, except to
the extent that in selling portfolio securities, it may be deemed to be a
"statutory" underwriter for purposes of the Securities Act of 1933; or
4. make any investment in real estate interests that would thereupon cause
more than 10% of the value of the Portfolio's total assets to be invested in
real estate interests, including real estate mortgage loans, but this policy
shall not be deemed to restrict investment in real estate investment trusts
listed on stock exchanges or shares of real estate companies.
The following investment restrictions may be changed without approval of
shareholders.
To the extent that 25% of the total assets of any Portfolio may become
invested in the four oil related industries listed in paragraph 1.(b) above in
the aggregate, the Fund will disclose such fact.
No Portfolio will acquire securities for the purpose of exercising control
over the management of any company or if such acquisition would thereupon
cause more than 25% of the value of the Portfolio's total assets to consist of
(1) securities (other than securities issued or guaranteed by the United
States government, its agencies and instrumentalities) which, together with
other securities of the same issuer, constitute more than 5% of the value of
the Portfolio's total assets and (2) voting securities of issuers more than
10% of whose outstanding voting securities are owned by the Fund. With respect
to the Money Market Portfolio, no more than 5% of the Portfolio's total
assets, at the time of purchase, will be invested in the securities of any one
issuer (other than securities issued or guaranteed by the United States
government, its agencies and instrumentalities), except that it may invest up
to 25% of its total assets in First Tier Securities (as defined in Rule 2a-7
under the 1940 Act) of a single issuer for a period of three business days
after the purchase of such securities. See "Money Market Portfolio" in the
Prospectus for additional limitations concerning diversification with respect
to the Money Market Portfolio.
No Portfolio will purchase securities of other investment companies if such
purchase would thereupon cause more than 10% of the value of the total assets
in the Portfolio to be invested in the securities of investment companies or
more than 5% of such value to be invested in the securities of any one
investment company, or would cause the Fund to own more than 3% of the total
outstanding voting stock of any such company (or together with other
investment companies having the same investment adviser to own more than 10%
of the total outstanding voting stock of any closed-end investment company).
Securities of investment companies may also be acquired as part of a merger,
consolidation, acquisition of assets or reorganization. In addition, no
Portfolio other than the Money Market Portfolio will make any investment in
repurchase agreements having a maturity of more than seven days or any other
illiquid assets if, as a result, more than 15% of the Portfolio's total assets
would be invested in illiquid assets. This limitation is 10% for the Money
Market Portfolio.
The Fund will not make any short sale or participate on a joint or joint and
several basis in any trading account in securities. The latter policy,
however, does not prohibit combining orders for portfolio securities as
described in "Investment Management Agreements and Sub-Investment Management
Agreements," on page B-18.
INSURANCE LAW RESTRICTIONS
In order to be able to sell Contracts in New York, Metropolitan Life, as
investment manager for the Fund, State Street Research, as sub-investment
manager for the Growth, Income, Diversified and Aggressive Growth Portfolios,
and GFM, as sub-investment manager for the International Stock Portfolio, have
agreed to use their best efforts to assure that each Portfolio of the Fund
complies with the investment restrictions and limitations prescribed by
Sections 1405 and 4240 of the New York Insurance Law, and the regulations
promulgated thereunder, insofar as such investment restrictions and
limitations are applicable to the investment of separate account assets in
mutual funds. If any Portfolio fails to comply with such restrictions or
limitations, the Insurance Companies will cease making investments in that
Portfolio for the separate accounts.
Currently, the Fund is permitted by New York law to make any purchase if
made on the basis of good faith and with that degree of care that an
ordinarily prudent person in a like position would use under similar
circumstances. Also, Delaware Insurance Law, which governs Metropolitan
Tower's investments, currently contains no requirements or limitations on the
investments of assets held in a separate account formed for the purpose of
issuing variable contracts.
CERTAIN INVESTMENT PRACTICES
LENDING OF PORTFOLIO SECURITIES:
Subject to the restriction contained in fundamental investment policy number
4 in the Prospectus, each
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Portfolio from time to time may lend some of its securities to brokers,
dealers and financial institutions and receive as collateral cash or United
States Treasury securities which at all times while the loan is outstanding
will be maintained by the borrower in amounts equal to at least 100% of the
current market value of the loaned securities. Any cash collateral will be
invested in short-term high-grade securities, which can increase the current
income of the Portfolio lending its securities, since the Portfolio continues
to receive interest and dividends on the loaned securities during the period
of the loan. Any gain or loss in the market value of loaned securities or
securities in which cash collateral is invested during the term of the loan
would also inure to the Portfolio.
Loans of portfolio securities will not have terms longer than 30 days and
will be terminable at any time. The Portfolio will have the right to retain
record ownership of loaned securities to exercise beneficial rights such as
voting rights, subscription rights and rights to dividends, interest or other
distributions. The Fund may pay reasonable finders, administrative and
custodial fees to persons unaffiliated with the Fund for services in
connection with such loans.
The dividends, interest, and other distributions received by a Portfolio on
loaned securities may, for tax purposes, be treated as income other than
qualified income for the 90% test discussed under "Taxes," on page B-23,
below. The Fund intends to lend portfolio securities only to the extent that
such activity does not jeopardize the Fund's qualification as a regulated
investment company under the Internal Revenue Code (the "Code").
If the borrower fails to maintain the requisite amount of collateral, the
loan automatically terminates, and the Fund could use the collateral to
replace the securities, while holding the borrower liable for any excess of
the replacement cost over the amount of collateral. As with any extension of
credit, there are risks of delay in recovery, and in some cases even loss of
rights in the collateral, should the borrower of the securities fail
financially. However, loans of portfolio securities will be made only to firms
deemed to be creditworthy and only when the economic benefit to the Fund is
believed to justify the attendant risks. On termination of a loan, the
borrower is required to return the loaned securities to the Fund.
OPTIONS AND FUTURES:
Options on Portfolio Securities and Currencies: Subject to the restrictions
contained in fundamental investment policies numbers 1, 2 and 3 in the
Prospectus, all the Portfolios may write (sell) covered call options and may
purchase put and call options with respect to securities in their portfolio.
In addition, the International Stock Portfolio may write covered put options
on securities or currencies. The other Portfolios may write put options only
to the extent necessary to close out option positions previously entered into.
At the present time, the Money Market Portfolio and the Stock Index Portfolio
do not intend to write or purchase such options.
A call option gives the purchaser of such option, in exchange for the option
premium, the right to buy (and obligates the writer to sell) the underlying
security or currency at the price specified in the option (the "exercise
price") at any time until the option expires, generally within three to nine
months. The exercise price, plus the option premium paid, will always be
greater than the market price of the underlying security or currency at the
time the option is written. A put option gives the purchaser of such option,
in exchange for the option premium, the right to sell (and obligates the
writer to purchase) the underlying security or currency at the exercise price
at any time before the option expires.
If a covered call or put option written by a Portfolio expires unexercised,
the Portfolio will realize as income, in the form of a short-term capital
gain, the premium it received for the sale of the option, less the brokerage
commission it paid i.e., the "net premium." If a call option written by a
Portfolio is exercised, a decision over which the Portfolio has no control,
the Portfolio must sell the underlying security or currency to the option
holder at the exercise price. By writing a covered call option, the Portfolio
foregoes, in exchange for the net premium, the opportunity to profit from any
increase in the value of the underlying security or currency above the
exercise price plus the premium paid. Therefore, call options may be written
when Metropolitan Life, State Street Research or GFM believe that the security
or currency should be held, but no increase in price or only a moderate
increase within the option period is expected.
By writing a covered put option, the International Stock Portfolio receives
premium income but obligates itself to purchase from the option holder, at the
price specified in the option, the particular security or currency underlying
the option at any time prior to the expiration of the option period,
regardless of the market value of the security or currency during the option
period. Therefore, put options will be written when GFM believes that the
security's or currency's price will rise during the exercise period and,
consequently, the option will not be exercised.
If an option purchased by a Portfolio expires unexercised, the Portfolio
will experience a loss in the amount of the premium paid for the option. The
Portfolio
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will generally decide to exercise a put option if the market price of the
underlying security or currency falls below the exercise price plus the
premium paid; it will generally decide to exercise a call option if the market
price of the underlying security or currency exceeds the exercise price plus
the premium paid. Therefore, options may be purchased when Metropolitan Life,
State Street Research or GFM believe that, in the case of a put, the security
or currency should be held but its market price may fall, or, in the case of a
call, the security or currency should be purchased in the future and its
market price may rise.
In order to reduce the risk of loss, the Portfolio will write an option only
if there is an organized market for the option on a recognized securities
exchange. The Portfolio will not sell the securities or currencies against
which options have been written until after the option period has expired, a
closing purchase transaction, if available, has been executed, a corresponding
put or call option has been purchased or the written option is otherwise
covered.
Options are traded on certain recognized securities exchanges, including the
Chicago Board Options Exchange, the American Stock Exchange, the Philadelphia
Stock Exchange, the Pacific Stock Exchange and the Midwest Stock Exchange. The
Portfolio may terminate its obligation as the writer of an option by
purchasing on such exchange an option with the same exercise price and
expiration date as the option previously written (a "closing purchase
transaction"). If the Portfolio cannot enter into a closing purchase
transaction (for example, because no such options are available for purchase),
the Portfolio will continue to bear the risk of loss of the appreciation, if
any, in the price of the underlying security or currency during the remaining
term of the option, if it has written a call option, or the Portfolio will
continue to be obligated to purchase the specified securities or currencies at
the exercise price, regardless of the market value or exchange rate, if it has
written a put option.
Both sales and purchases of options require the Portfolio to pay brokerage
commissions. To the extent that an option sold by the Portfolio is exercised,
the Portfolio may incur brokerage commissions or other transaction costs in
reinvesting the proceeds received upon such exercise. Also, writing covered
call options can increase a Portfolio's turnover rate.
When a Portfolio sells a covered call or put option, an amount equal to the
net premium (the premium less the commission) received by the Portfolio is
included in the liability section of the Portfolio's statement of assets and
liabilities as a deferred credit. The amount of the deferred credit
subsequently will be marked-to-market to reflect the current value of the
option written. If an option expires on its stipulated expiration date or if
the Portfolio enters into a closing purchase transaction, the Portfolio will
realize a gain (or loss, if the cost of a closing purchase transaction exceeds
the net premium received when the option was sold), and the deferred credit
related to such option will be eliminated. If a call option sold by the
Portfolio is exercised, the Portfolio will realize a long-term or short-term
gain or loss from the sale of the underlying security or currency, and the
proceeds of the sale will be increased by the premium previously received on
the option. The writing of such call options will not affect the holding
period of the underlying security. If a put option sold by the Portfolio is
exercised, the Portfolio's cost for the security or currency purchased will be
reduced by the premium previously received on the option written.
Options on Indices: The Growth, Diversified, Aggressive Growth and
International Stock Portfolios intend to utilize options on stock indices.
While it has no present intention to do so, the Stock Index Portfolio may in
the future utilize such options. Options on stock indices are similar to
options on stock, except that all settlements are made in cash rather than by
delivery of the stock, and gains or losses depend on price movements in the
stock market generally (or in a particular industry or segment of the market
represented by the index) rather than price movements in individual stocks.
Upon payment of a specified premium at the time an option on a stock index
is entered into, the purchaser of a call option on a stock index obtains the
right to receive, upon exercise of the option, a sum of money equal to a
multiple of any excess of the value of the specified stock index, on the
exercise date, over the exercise or "strike" price specified by the option.
The purchaser of a put option on a stock index obtains the right to receive,
upon exercise of the option, a sum of money equal to a multiple of any excess
of the strike price over the value of the stock index.
The writer of a stock index option has obligations which correspond to the
purchaser's rights. Thus, for example, the writer of a call option on a stock
index, in consideration of the option premium received, has the obligation to
pay, upon exercise, a dollar amount equal to a multiple of any excess of the
value of the specified stock index on the date of exercise over the strike
price specified in the option. The writer of a put option on a stock index, in
consideration of the option premium received, has the obligation to pay, upon
exercise, a dollar amount equal to a multiple of any excess of the value of
the strike price specified in the option over the value of the specified stock
index on the date of exercise.
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The Portfolios will cover call options on a stock index written by, for
example, holding in a segregated account, with the custodian for the Fund,
portfolio securities that substantially replicate the movement of the
particular index upon which the call option was written or sufficient cash or
liquid assets to cover the outstanding position. In addition, the Portfolios
may also choose to cover call options written by holding a separate call
option permitting the purchase of the same stock index at the same strike
price. The Portfolios will cover put options on a stock index written by, for
example, holding in a segregated account, with the custodian for the Fund,
cash or liquid assets equal to the strike price of the put option or by
holding a separate put option permitting the purchase of the same stock index
at the same strike price.
The Growth, Diversified and Aggressive Growth Portfolios intend to write
covered call options on a stock index and the International Stock Portfolio
intends to write covered call and put options on a stock index for the same
purposes as they might write covered call and put options on their portfolio
securities.
A securities index fluctuates with changes in the market values of the
securities included in the index. For example, some options on securities
indices are based on a broad market index such as the Standard & Poor's 500 or
the NYSE Composite Index, or a narrower market index such as the Standard &
Poor's 100. Indices may also be based on an industry or market segment such as
the AMEX Oil and Gas Index or the Computer and Business Equipment Index.
Options on stock indices are currently traded on the following exchanges,
among others: The Chicago Board Options Exchange; New York Stock Exchange; and
American Stock Exchange. Options on other types of securities indices, which
do not currently exist, may be introduced and traded on exchanges in the
future.
Options on indices relating to certain debt securities, referred to as
interest rate indices, may be introduced in the future. In the event that a
liquid market develops for options on an interest rate index, and the Board of
Directors of the Fund authorizes a particular Portfolio to use such an option,
the Portfolio may do so. Where permitted, all the Portfolios intend to utilize
options on interest rate indices in a manner similar to that described above
with respect to options on stock indices.
The Portfolios' purchase and sale of options on indices will be subject to
the same risks as those applicable to options on individual securities. In
addition, the distinctive characteristics of options on indices create certain
risks that are not present with options on individual securities. For example,
index prices may be distorted if trading of certain securities included in the
index is interrupted. Trading in the index options also may be interrupted in
certain circumstances, such as, for example, if trading were halted in a
substantial number of securities included in the index. If this occurred, a
Portfolio would not be able to close out options which it had purchased or
written and, if restrictions on exercise were imposed, would be unable to
exercise an option it holds, which could result in substantial losses to the
Portfolio. The Portfolios intend to purchase or write options only on indices
which include a sufficient number of securities to minimize the likelihood of
a trading halt in such options. In addition, the ability to establish and
close out positions on options on indices will be subject to the development
and maintenance of a liquid secondary market for such options. The Portfolios
will not purchase or sell any option on an index unless and until, in the
opinion of Metropolitan Life, State Street Research or GFM, the market for
such options has developed sufficiently that the risk in connection with such
transactions is acceptable.
The effectiveness of hedging through the purchase of options on indices will
depend upon the extent to which price movements in the portion of the
securities portfolio being hedged correlate with price movements in the
selected index. Perfect correlation is not possible because the securities
held or to be acquired by a Portfolio will not exactly match the composition
of the indices on which options are written. In the purchase of options on
indices the principal risk is that the premium and transaction costs paid by a
Portfolio in purchasing an option will be lost as a result of unanticipated
movements in the price of the securities comprising the index for which the
option has been purchased. In writing call options on indices, the principal
risks are the inability to effect closing transactions at favorable prices and
the inability to participate in the appreciation of the underlying securities.
In writing put options on indices, the principal risks are the inability to
effect closing transactions at favorable prices and the obligation to make a
cash settlement relating to the stock index at prices which may not reflect
current market values.
Futures Transactions: A futures contract is an agreement to buy or sell a
security or currency (or deliver a final cash settlement price, in the case of
a contract relating to an index or otherwise not calling for physical delivery
at the end of trading in the contract) for a set price in the future. Trading
in futures is regulated under the Commodity Exchange Act by the Commodity
Futures Trading Commission ("CFTC"). Futures contracts trade on certain
regulated contract markets through an open outcry auction on the exchange
floor. The Portfolios, as described more fully below, may purchase or sell
futures contracts to effect hedging transactions. A hedge, as
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defined by the CFTC, is a transaction in which the Portfolios utilize futures
contracts in order to protect the value of underlying portfolio securities or
the currencies in which they are denominated from adverse fluctuations in the
financial markets.
Positions taken in the futures markets are not normally held until delivery
or cash settlement is required, but instead are liquidated through offsetting
transactions that may result in a gain or a loss. While futures positions
taken by a Portfolio will usually be liquidated in this manner, the Portfolio
may instead make or take delivery of underlying securities or currencies
whenever it appears economically advantageous for the Portfolio to do so. A
clearing organization associated with the exchange on which futures are traded
assumes responsibility for closing out transactions and guarantees that, as
between the clearing members of an exchange, the sale and purchase obligations
will be performed with regard to all positions that remain open at the
termination of the contract.
Upon entering into a futures contract, a Portfolio is required to deposit
with a futures commission merchant or in a segregated custodial account a
certain percentage (presently less than ten percent) of the futures contract's
market value as "initial margin." Initial margin is in the nature of a
performance bond or good faith deposit on the contract which is returned upon
termination of the futures contract if all contractual obligations have been
satisfied. The initial margin in most cases consists of cash or U.S.
government securities. Subsequent cash payments, called "variation margin,"
may be required as a result of marking the contracts to market on a daily
basis as the contract value fluctuates.
The use of futures contracts entails certain risks in addition to those
stated below, including but not limited to: possible reduction in the
Portfolio's income due to the use of hedging; possible reduction in value of
both the securities or currencies hedged and the futures contract; and
potential losses in excess of the amount initially invested in the futures
contracts themselves. The use of futures contracts requires special skills in
addition to those needed to select portfolio securities or currencies.
Stock Index Futures Contracts: The Growth, Diversified, Aggressive Growth,
Stock Index and International Stock Portfolios, consistent with their
investment objectives and policies, may attempt to reduce the risk of
investments in equity securities by hedging portions of their underlying
portfolios through the use of standardized stock index futures contracts
traded on a national commodities exchange or board of trade. A stock index
futures contract is an agreement in which the seller of the contract agrees to
deliver to the buyer an amount of cash equal to a specific dollar amount times
the difference between the value of a specific stock index at the close of the
last trading day of the contract and the price at which the agreement is made.
No physical delivery of the underlying stocks in the index is made.
The Growth, Diversified, Aggressive Growth, Stock Index and International
Stock Portfolios intend to engage in stock index futures transactions as a
hedge against market risk resulting from market conditions and over-all
economic prospects with respect to the value of portfolio securities held by
the Portfolios or which the Portfolios intend to purchase, as distinguished
from stock-specific risk resulting from the market's evaluation of the merits
of a particular security. For example, a Portfolio might sell stock index
futures contracts to hedge against a decline in the value of securities held
in the Portfolio. Alternatively, a Portfolio might buy stock index futures
contracts to hedge against a rise in the value of securities the Portfolio
intends to acquire.
A Portfolio's successful use of stock index futures contracts depends upon
the ability of Metropolitan Life, State Street Research or GFM to accurately
assess the direction of the stock market and is subject to various additional
risks. The correlation between movement in the price of the stock index
futures contract and the price of the securities being hedged is imperfect and
the risk from imperfect correlation increases as the composition of the
Portfolio's securities diverges from the composition of the relevant index. In
addition, the ability of a Portfolio to close out a futures position depends
on a liquid secondary market. There is no assurance that liquid secondary
markets will exist for any particular futures contract at any particular time.
See also the risks noted above under "Futures Transactions."
Interest Rate Futures Contracts: Each of the Fund's Portfolios, consistent
with its investment objective and policies, may buy and sell futures contracts
on interest-bearing securities (such as U.S. Treasury Bonds, U.S. Treasury
Notes, three-month U.S. Treasury Bills, Eurodollar Certificates of Deposit,
and GNMA certificates) for hedging purposes. Further, in the event that a
liquid market develops for futures contracts based on an interest rate index,
and the Board of Directors of the Fund authorizes a particular Portfolio to
use such futures contracts, the Portfolio may do so. Futures contracts on
interest-bearing securities and interest rate indices are referred to
collectively as "interest rate futures contracts." The Portfolios will engage
in transactions in only those interest rate futures contracts that are traded
on a commodities exchange or a board of trade and are standardized as to
maturity date and underlying financial instrument.
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For example, a Portfolio might sell an interest rate futures contract to
hedge against a decline in the market value of debt securities the Portfolio
owns. A Portfolio might also purchase an interest rate futures contract to
hedge against an anticipated increase in the value of debt securities the
Portfolio intends to acquire. The risks of interest rate futures contracts are
briefly described above in connection with the proposed use of stock index
futures contracts and in the general description of "Futures Transactions." In
addition, a Portfolio's successful use of interest rate futures contracts
depends upon the ability of Metropolitan Life, State Street Research or GFM to
accurately assess interest rate moves. Further, because there are a limited
number of types of interest rate futures contracts, it is likely that the
financial futures contracts available to a Portfolio will not exactly match
the debt securities the Portfolio intends to hedge or acquire. To compensate
for differences in historical volatility between securities a Portfolio
intends to hedge or acquire and the interest rate futures contracts available
to it, the Portfolio could purchase or sell futures contracts with a greater
or lesser value than the debt securities it wished to hedge or intended to
purchase. This imperfect correlation between the interest rate futures
contract and the debt securities being hedged is another risk.
Currency Futures Contracts: The International Stock Portfolio may buy and
sell futures contracts on currencies. The International Stock Portfolio will
engage in transactions in only those currency futures contracts that are
traded on a national or foreign commodities exchange or a board of trade and
are standardized as to maturity date and the underlying financial instrument.
Currency futures contracts may be used as a hedge against changes in
prevailing currency exchange rates in order to establish more definitively the
return on foreign securities held or intended to be acquired by the Portfolio.
In this regard, the Portfolio could sell currency futures contracts to offset
the effect of expected decreases in currency exchange rates and purchase such
contracts to offset the effect of expected increases in currency exchange
rates. Although techniques other than the sale and purchase of currency
futures contracts could be used for these purposes, currency futures contracts
may be an effective and relatively low cost means of implementing these
strategies.
Options on Futures: The Growth, Diversified, Aggressive Growth, Stock Index
and International Stock Portfolios may purchase put and call options on stock
index futures contracts, write (i.e., sell) covered call options on stock
index futures contracts and enter into closing transactions with respect to
such options. The International Stock Portfolio may also write covered put
options on stock index futures contracts, may write covered put and call
options on currency futures contracts, may purchase put and call options on
currency futures contracts and may enter into closing transactions with
respect to such options. In addition, all of the Portfolios are permitted to
purchase put and call options on interest rate futures contracts, write
covered call options on interest rate futures contracts and enter into closing
transactions with respect to such options. In addition, the International
Stock Portfolio may write covered put options on interest rate futures
contracts. Such transactions will only be for bona fide hedging purposes, as
defined by the CFTC. A call option on a futures contract gives the purchaser
the right, in return for the premium paid, to purchase a futures contract
(assume a "long" position) at a specified exercise price at any time before
the option expires. A put option gives the purchaser the right, in return for
the premium paid, to sell a futures contract (assume a "short" position), for
a specified exercise price, at any time before the option expires. Upon the
exercise of a call, the writer of the option is obligated to sell the futures
contract (to deliver a "long" position to the option holder) at the option
exercise price, which will presumably be lower than the current market price
of the contract in the futures market. Upon exercise of a put, the writer of
the option is obligated to purchase the futures contract (to deliver a "short"
position to the option holder) at the option exercise price, which will
presumably be higher than the current market price of the contract in the
futures market.
When a Portfolio as a purchaser of an option on a futures contract exercises
such option and assumes a long futures position in the case of a call, or a
short futures position in the case of a put, its gain will be credited to its
futures margin account. Any loss suffered by the writer of the option on a
futures contract will be debited to its futures variation margin account.
However, as with the trading of futures, most participants in the options
markets do not seek to realize their gains or losses by exercise of their
option rights. Instead, the holder of an option will usually realize a gain or
loss by buying or selling an offsetting option (i.e., entering into a closing
transaction) at a market price that will reflect an increase or a decrease
from the premium originally paid as a purchaser or required as a writer.
Options on futures contracts can be used by a Portfolio to hedge the same
risks as might be addressed by the direct purchase or sale of the underlying
futures contracts themselves. Depending on the pricing of the option, compared
to either the futures contract upon which it is based or upon the price of the
underlying securities or currencies themselves, it may or may not be less
risky then direct ownership of the futures contract or the underlying
securities or currencies.
B-14
<PAGE>
...............................................................
In contrast to a futures transaction, in which only transaction costs are
involved, benefits received by a Portfolio as a purchaser in an option
transaction will be reduced by the amount of the premium paid as well as by
transaction costs. In the event of an adverse market movement, however, a
Portfolio which purchased an option will not be subject to a risk of loss on
the option transaction beyond the price of the premium it paid plus its
transaction costs. Purchasers of options who do not exercise their options
prior to the expiration date will suffer a loss of the entire premium.
If a Portfolio writes covered call or put options on futures contracts, the
Portfolio will receive a premium but will assume a risk of adverse movement in
the price of the underlying futures contract comparable to that involved in
holding a futures position. If the option is not exercised, the Portfolio will
realize a gain in the amount of the premium, which may partially offset
unfavorable changes in the value of securities held in the Portfolio or to be
acquired for the Portfolio. If the option is exercised, the Portfolio will
incur a loss in the option transaction, which will be reduced by the amount of
the premium it has received, but which may also partially offset favorable
changes in the value of its portfolio securities or currencies. For example,
the writing of a call option on a futures contract constitutes a partial hedge
against declining prices of the underlying securities or currencies. If the
futures price at expiration is below the exercise price, the Portfolio will
retain the full amount of the option premium, which provides a partial hedge
against any decline that may have occurred in the value of the Portfolio's
holdings of securities or currencies.
While the purchaser or writer of an option on a futures contract may
normally terminate its position by selling or purchasing an offsetting option
of the same series, a Portfolio's ability to establish and close out options
at fairly established prices will be subject to the existence of a liquid
market. A Portfolio will not purchase or write options on futures contracts
unless, in the opinion of Metropolitan Life, State Street Research or GFM, the
market for such options has sufficient liquidity that the risks associated
with such options transactions are not unacceptable.
Limitations on the Use of Futures Contracts and Options Thereon and Options
on Indices: Regulations of the CFTC currently require certain limits to be
placed on the use of futures contracts and options thereon. To ensure that the
transactions constitute bona fide hedges, in instances involving the purchase
or sale of a futures contract or the writing of covered call options on
futures contracts, each Portfolio will be required to either (i) segregate
sufficient cash or liquid assets to cover the outstanding position or (ii)
cover the futures contract or option written on such contract by owning the
instruments or currency underlying the futures contract or option thereon or
by holding a separate option permitting it to purchase or sell the same
futures contract or option at the same strike price or better. In instances
involving the writing of covered put options on futures contracts, the
International Stock Portfolio will be required to (i) segregate sufficient
cash or liquid assets equal to the strike price of the put options written or
(ii) purchase a put option on the same futures contract at the same strike
price as that written by the Portfolio. Where such positions are covered by
the segregation of sufficient cash, cash equivalents or underlying securities,
such amounts will be held in a segregated account with the Fund's custodian to
collateralize the position, thereby insuring that the use of such futures
contracts and options thereon is unleveraged. A Portfolio may not establish a
position in a futures contract or purchase an option thereon if immediately
thereafter the sum of the amount of initial margin deposits on all open
futures contracts and premiums paid for unexpired options on futures contracts
would exceed 5% of the market value of that Portfolio's total assets;
provided, however, that in the case of an option that is "in-the-money" at the
time of the purchase, the "in-the-money" amount may be excluded in calculating
the 5% limitation. In addition, shares of the Portfolios may not be sold or
advertised as a participation in a commodity pool or other vehicle for trading
in the commodity futures or options markets. Finally, the Portfolios must
agree to submit information to the CFTC, as requested, to demonstrate
compliance with applicable regulations and to assist the CFTC in collecting
data and refining its hedging standards.
With respect to options on indices, in order to insure that call options
written by the Portfolios on indices are covered and, therefore, unleveraged,
the Portfolios would be required to: (i) hold in a segregated account, with
the Fund's custodian, portfolio securities that substantially replicate the
movement of the particular index upon which the call option was written or
sufficient cash or liquid assets to cover the outstanding position, or (ii)
hold a separate option permitting the purchase or sale of the same stock index
at the same strike price or better. With respect to put options written on
stock indices, the International Stock Portfolio will (i) segregate sufficient
cash or liquid assets equal to the strike price of the put option written or
(ii) purchase a put option on the same index at the same strike price as that
written by the Portfolio.
FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS:
Each Portfolio, except for the Stock Index Portfolio, may use forward
foreign currency exchange contracts ("forward currency contracts") to hedge
the currency
B-15
<PAGE>
...............................................................
risk relating to the non-U.S. dollar-denominated securities purchased, sold,
or held by that Portfolio.
A forward currency contract involves an obligation to purchase or sell a
specific currency at a future date, which may be any fixed number of days from
the date of the contract as agreed by the parties, at a price set at the time
of the contract. In the case of a cancelable forward currency contract, the
holder has the unilateral right to cancel the contract at maturity by paying a
specified fee. Forward currency contracts are traded in the interbank market
conducted directly between currency traders (usually large commercial banks)
and their customers. They generally have no deposit requirement, and no
commissions are charged at any stage for trades. Although foreign exchange
traders do not charge a fee for currency conversion, they do realize a profit
based on the difference (the "spread") between prices at which they are buying
and selling various currencies. Thus, a trader may offer to sell a foreign
currency to a Portfolio at one rate, while offering a lower rate of exchange
should the Portfolio desire to resell that currency to the dealer.
At the maturity of a forward currency contract, a Portfolio may either
accept or make delivery of the currency specified in the contract, or at or
prior to maturity, a Portfolio may enter into a closing transaction involving
the purchase or sale of an offsetting contract. Closing transactions with
respect to forward currency contracts are usually effected with the currency
trader that is a party to the original forward contract.
As described in the Prospectus, each Portfolio may enter into a forward
currency contract under two circumstances. First, when a Portfolio has entered
into a contract to purchase or sell a non-U.S. security, it may protect itself
against a possible loss between the trade date and the settlement date
resulting from an adverse change in the relationship between the U.S. dollar
and the foreign currency in which such security is denominated by entering
into a forward currency contract in U.S. dollars for the purchase or sale of
the amount of the foreign currency involved in the underlying security
transaction. Second, when management of a Portfolio believes a particular
foreign currency may suffer or enjoy a substantial movement against the U.S.
dollar, the Portfolio may enter into a forward currency contract to sell or
buy an amount of such currency (or another currency in a cross hedging
transaction) approximating the value of some or all of the Portfolio's
securities denominated in such foreign currency. However, the precise matching
of the amounts of forward currency contracts and the value of the portfolio
securities being hedged will not generally be possible, because the future
value of such securities in foreign currencies will change as a consequence of
movements in the market value of those securities between the dates the
forward currency contracts are entered into and the dates they mature.
Since it is impossible to forecast with precision the market value of
portfolio securities at the expiration or maturity of a forward currency
contract, it may be necessary for a Portfolio to purchase additional foreign
currency on the spot (i.e. cash) market (and bear the expense of such
purchase) if the market value of the securities being hedged is less than the
amount of foreign currency the Portfolio would be obligated to deliver upon
the sale of such securities. Conversely, it may be necessary for the Portfolio
to sell some of the foreign currency received upon the sale of Portfolio
securities on the spot market if the market value of such securities exceeds
the amount of foreign currency the Portfolio is obligated to deliver.
Each Portfolio may enter into forward currency contracts or maintain a net
exposure on such contracts only if (i) the consummation of the contracts would
not obligate the Portfolio to deliver an amount of foreign currency in excess
of the value of the Portfolio's securities or other assets denominated in that
currency or (ii) the Portfolio maintains with its custodian cash, U.S.
government securities, or liquid, high-grade debt securities in a segregated
account in an amount not less than the value of the Portfolio's total assets
committed to the consummation of the contracts.
The use of forward currency contracts involves various risks. A Portfolio
may not always be able to enter into a forward currency contract when
management deems it advantageous to do so, for instance, if the Portfolio is
unable to find a counterparty to the transaction at an attractive price.
Furthermore, a Portfolio may not be able to purchase forward currency
contracts with respect to all of the foreign currencies in which its portfolio
securities may be denominated. In those circumstances, and in a cross hedging
forward currency contract, the correlation between the movements in the
exchange rates of the subject currency and the currency in which the portfolio
security is denominated may not be precise. Forward currency contracts are not
guaranteed by a third party and, accordingly, each party to a forward currency
contract is dependent upon the creditworthiness and good faith of the other
party. A default on the contract would deprive a Portfolio of unrealized
profits or force the Portfolio to cover its commitments for purchase or sale
of currency, if any, at the current market price. Finally, the cost of
purchasing forward currency contracts in a particular currency will reflect,
in part, the rate of return available on instruments denominated in that
currency. The cost of purchasing forward currencies that in general yield high
rates of return may thus tend to reduce the rate of return toward the rate of
return that would be earned on assets denominated in U.S. dollars.
B-16
<PAGE>
DIRECTORS AND OFFICERS
The directors and officers of the Fund and their principal occupations for
at least the last five years are set forth below. Unless otherwise noted, the
address of each executive officer and director is One Madison Avenue, New
York, New York 10010.
DIRECTORS AND OFFICERS
The directors and officers of Portfolios and their principal occupations for
at least the last five years are set forth below. Unless otherwise noted, the
address of each executive officer and director is One Madison Avenue, New
York, New York 10010.
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION(S)
NAME, (AGE) AND ADDRESS POSITION(S) DURING PAST 5 YEARS
----------------------- ----------- ------------------------
<C> <S> <C>
Steve A. Garban (57)+............ Director Former Senior Vice-President Finance
The Pennsylvania State University and Operations and Treasurer, The
208 Old Main Pennsylvania State University
University Park, PA 16802
Jeffrey J. Hodgman (51)(*)+...... Chairman of the Board, Senior Vice President, Metropolitan
President, Life Insurance Company
Chief Executive ("Metropolitan Life")
Officer and Director
Malcolm T. Hopkins (67)+......... Director Former Vice-Chairman of the Board
14 Brookside Road and Chief Financial Officer, St.
Biltmore Forest Regis Corp. (forest and paper
Asheville, NC 28803 products)
Robert A. Lawrence (68)+......... Director Partner, Saltonstall & Co. (private
50 Congress Street investment firm)
Boston, MA 02109
Dean O. Morton (63)+............. Director Retired in 1992; formerly Executive
3200 Hillview Avenue Vice-President, Chief Operating
Palo Alto, CA 94304 Officer and Director, Hewlett--
Packard Company
Michael S. Scott Morton (57)+.... Director Jay W. Forrester Professor of
Massachusetts Institute of Management at Sloan School of
Technology ("MIT") Management, MIT
77 Massachusetts Avenue
Cambridge, MA 02139
John H. Tweedie (49)(*)+......... Director Executive Vice President,
Metropolitan Life since 1993;
President and Chief Executive
Officer of Metropolitan Life's
Canadian Operations 1990-1993; prior
thereto, Senior Vice President and
Chief Actuary
Ronald Zito (36)+................ Controller Director-Accounting and Financial
Controls-Pensions, Metropolitan Life
since 1995; Director-Retirement
Savings Center, 1993-1994; prior
thereto, Manager
Christopher P. Nicholas (46)+.... Secretary Associate General Counsel,
Metropolitan Life since 1990; prior
thereto, Assistant General Counsel.
Joseph M. Panetta (59) (*)....... Treasurer Vice-President, Metropolitan Life
Albert Rosenthal (63)+........... Vice-President and Assistant Vice-President
Chief Operating Officer Metropolitan Life since 1993;
Director-Personal Insurance,
Advanced Markets, 1991-1993; prior
thereto, Manager
Lawrence A. Vranka (55)(*)....... Vice President Vice-President, Metropolitan since
1991; prior thereto Assistant Vice
President, 1988-1991; prior thereto
Executive Assistant
</TABLE>
- -------
(*) Interested Person, as defined in the Investment Company Act of 1940 ("1940
Act"), of the Funds.
(+) Serves as a trustee, director and/or officer of one or more of the
following investment companies, each of which has an advisory relationship
with the Investment Manager or its affiliates: MetLife--State Street
Financial Trust, MetLife--State Street Income Trust, MetLife-- State Street
Money Market Trust, State Street Research Tax-Exempt Trust, State Street
Research Capital Trust, State Street Research Master Investment Trust,
MetLife--State Street Equity Trust, State Street Research Securities Trust,
State Street Research Growth Trust, State Street Research Exchange Trust and
State Street Research Portfolios, Inc.
B-17
<PAGE>
...............................................
During the last fiscal year of the Fund, the Directors were compensated as
follows:
<TABLE>
- -------------------------------------------------------------------------------
<CAPTION>
(5)
(3) TOTAL
PENSION OR COMPENSATION
RETIREMENT (4) FROM THE
BENEFITS ESTIMATED FUND
(2) ACCRUED AS ANNUAL AND FUND
(1) AGGREGATE PART OF BENEFITS COMPLEX PAID
NAME OF COMPENSATION FUND UPON TO DIRECTORS
DIRECTOR(B) FROM FUND EXPENSE RETIREMENT (A)
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Jeffrey J. Hodgman............. 0 0 0 0
Steve A. Garban................ $17,000 0 0 $23,000
Malcolm T. Hopkins............. $17,000 0 0 $23,000
Robert A. Lawrence............. $12,500 0 0 $72,475
Dean O. Morton................. $17,000 0 0 $87,925
Michael S. Scott Morton........ $14,000 0 0 $83,925
John H. Tweedie................ 0 0 0 0
</TABLE>
- -------
(a) Complex is comprised of 10 trusts and two corporations with a total of 32
funds and/or series.
(b) Directors and officers who are affiliated with Metropolitan Life or State
Street Research or their affiliates ("interested persons" as defined under
the Investment Company Act of 1940) do not receive any compensation for
services rendered to the Fund in addition to their compensation for services
rendered to Metropolitan Life or such affiliated companies. The Directors
who are not affiliated with Metropolitan Life or State Street Research or
their affiliates are paid a fee of $7,000 for each full calendar year during
which services are rendered to the Fund. In addition, they are paid a fee of
$2,000 for attending each of the directors' meetings and $500 for attending
each audit committee meeting and are reimbursed for out-of-pocket expenses.
- -------
A separate charge is not made against the Fund for any compensation paid to
officers and directors that are interested persons of the Fund. Such
compensation is being paid by Metropolitan Life pursuant to the Investment
Management Agreements between the Fund and Metropolitan Life discussed below.
None of the above officers and directors of the Fund owns any stock of the
Fund.
INVESTMENT MANAGEMENT ARRANGEMENTS
...............................................................................
INVESTMENT MANAGEMENT AGREEMENTS AND SUB-INVESTMENT MANAGEMENT AGREEMENTS
The Fund has entered into a separate Investment Management Agreement with
Metropolitan Life with respect to each Portfolio, a separate Sub-Investment
Management Agreement with Metropolitan Life and State Street Research with
respect to each of the Growth, Income, Diversified, and Aggressive Growth
Portfolios and a separate Sub-Investment Management Agreement with
Metropolitan Life and GFM with respect to the International Stock Portfolio.
In addition to the other functions described in the Prospectus, Metropolitan
Life, State Street Research and GFM provide the portfolio managers for the
Portfolios. The portfolio managers consider analyses from various sources,
make the necessary investment decisions and effect transactions accordingly.
Metropolitan Life, State Street Research and GFM are obligated to provide all
the office space, facilities, equipment and personnel necessary to perform
their respective duties under the Agreements. As the Fund's investment manager
and sub-investment managers, Metropolitan Life, State Street Research and GFM
utilize the full range of their securities and economic research facilities.
Securities held by any Portfolio may also be held by other accounts managed
by Metropolitan Life, by State Street Research and by GFM, including
Metropolitan Life's own general and separate accounts, the other Fund
Portfolios, Metropolitan Life's advisory clients and the advisory clients of
State Street Research and GFM. When selecting securities for purchase or sale
for a Portfolio, Metropolitan Life, State Street Research or GFM may at the
same time be purchasing or selling the same securities for one or more of such
other accounts. It is the policy of Metropolitan Life, State Street Research
and GFM not to favor any one account over the other, and any purchase or sale
orders executed contemporaneously are allocated at the average price and as
nearly as practicable on a pro-rata basis in proportion to the amounts desired
to be purchased or sold by each account. While it is conceivable that in
certain instances this procedure could adversely affect the price or number of
shares involved in the Portfolio's transaction, it is believed that the
procedure generally contributes to better overall execution of the Fund's
portfolio transactions. The Board of Directors has adopted guidelines
governing the procedure and will monitor the procedure to determine that the
guidelines are being followed and that the procedure continues to be in the
best interests of the Fund and its shareholders.
B-18
<PAGE>
...............................................................
For providing investment management services to the Fund, Metropolitan Life
receives monthly compensation from each Portfolio, except the Aggressive
Growth Portfolio and the International Stock Portfolio, at the annual rate of
.25% of the average daily value of the aggregate net assets of that Portfolio.
The Aggressive Growth Portfolio and the International Stock Portfolio each
compensate Metropolitan Life at the annual rate of .75% of the average daily
value of the aggregate net assets of that Portfolio. During 1992, 1993 and
1994 Metropolitan Life received, in the aggregate, $2,891,869, $5,883,880, and
$11,024,956 respectively, for providing such investment management services.
For providing sub-investment management services with respect to the Growth
Portfolio, and the Diversified Portfolio, State Street Research receives from
Metropolitan Life an annual percentage fee, calculated on the month ending
value of the aggregate net assets of the particular Portfolio, of 1/2 of 1%
for the first $5 million of Portfolio assets, 3/8 of 1% for the next $5
million of assets, 1/4 of 1% for the next $190 million of assets and 1/5 of 1%
for assets above $200 million. For such services to the Income Portfolio,
State Street Research receives from Metropolitan Life an annual percentage
fee, calculated on the month ending value of the aggregate net assets of the
Income Portfolio, of 1/4 of 1% for the first $25 million of Portfolio assets,
3/16 of 1% for the second $25 million of assets and 1/8 of 1% for assets above
$50 million. For providing sub-investment management services for the
Aggressive Growth Portfolio, State Street Research receives from Metropolitan
Life an annual percentage fee, calculated on the month ending value of the
aggregate net assets of the Aggressive Growth Portfolio, of 3/4 of 1%. During
1992, 1993 and 1994, sub-investment management fees for the Growth, Income,
Diversified, and Aggressive Growth Portfolios aggregated $2,320,086,
$4,527,470 and $7,652,865 respectively. For providing sub-investment
management services for the International Stock Portfolio, GFM receives from
Metropolitan Life an annual percentage fee, calculated on the month ending
value of the aggregate net assets of the International Stock Portfolio, of
.60%. The Fund has no responsibility for the payment of fees to State Street
Research or to GFM. During 1991, 1992 and 1993, sub-investment management fees
for the International Stock Portfolio aggregated $81,652, $331,866 and
$1,389,924 respectively.
The Investment Management Agreements relating to the Growth, Income,
Diversified and Money Market Portfolios and the Sub-Investment Management
Agreements relating to the Growth, Income and Diversified Portfolios were
approved by the shareholders of the appropriate Portfolio at the annual
meeting of Fund shareholders held on April 29, 1987. The Investment Management
Agreement and the Sub-Investment Management Agreement relating to the
Aggressive Growth Portfolio was approved by the holders of the shares of the
Aggressive Growth Portfolio at a special meeting of the shareholders of such
Portfolio held on November 29, 1988. The Investment Management Agreement
relating to the Stock Index Portfolio was approved by the holders of the
shares of that Portfolio at a special meeting of the shareholders of such
Portfolio held on April 2, 1991. The Investment Management Agreement and the
Sub-Investment Management Agreement relating to the International Stock
Portfolio were approved by the holders of the shares of that Portfolio at a
special meeting of the shareholders of such Portfolio held on June 11, 1992.
Unless earlier terminated, each Agreement will continue in effect from year to
year with respect to each Portfolio, if approved annually (a) by the Board of
Directors of the Fund or by a majority of the outstanding shares of that
Portfolio (as determined pursuant to the 1940 Act), and (b) by a majority of
the Board of Directors who are not "interested persons" (within the meaning of
the 1940 Act) of any party of such Agreement. The Agreements are not
assignable and may be terminated without penalty on 60 days' written notice at
the option of either party or, with respect to any Portfolio, by the requisite
vote of the shareholders of that Portfolio. (See "General Information About
the Fund and its Shares," in the Prospectus.)
PAYMENT OF EXPENSES
The Investment Management Agreements obligate Metropolitan Life to provide
investment management services to the Fund and to pay the organization costs
of the Fund. Prior to May 16, 1993, pursuant to those Agreements, Metropolitan
Life was also obligated to pay all expenses of the Fund, including but not
limited to, furnishing the facilities, equipment and office space for carrying
out its obligations under the Investment Management Agreements and paying the
compensation of officers of the Fund, the fees and expenses of all directors
of the Fund, custodian and transfer agent fees, and audit and attorney's fees;
provided, however, the following expenses of the Fund were borne by the Fund:
the investment management fee payable to Metropolitan Life, brokerage
commissions on portfolio transactions (including any other direct costs
related to the acquisition, disposition, lending or borrowing of portfolio
investments), taxes payable by the Fund, interest and any other costs related
to borrowings by the Fund, and any extraordinary or non-recurring expenses
(such as legal claims and liabilities and litigation costs and any
indemnification related thereto). Certain other expenses are assumed by
Metropolitan Life pursuant to a distribution agreement with the Fund (see
"Sale and Redemption of Shares," page B-21).
B-19
<PAGE>
...............................................................
As of May 16, 1993, pursuant to an amendment to each of the Investment
Management Agreements, Metropolitan Life is no longer obligated to pay the
expenses of the Fund as described above. The amendment was approved in each
case by the shareholders of each Portfolio at the annual meeting of Fund
shareholders held on April 28, 1993. Thus, as of May 16, 1993, the Fund is
responsible for paying its own expenses. However, Metropolitan Life reserves
the right, in its sole discretion, to pay all or a portion of the expenses of
the Fund or any of its Portfolios, and to terminate such voluntary payment at
any time upon notice to the Board of Directors and shareholders of the Fund.
ALLOCATION OF PORTFOLIO BROKERAGE
Under the Investment Management Agreements, Metropolitan Life has ultimate
responsibility for selecting broker-dealers through which investments are to
be purchased and sold for the Fund and day-to-day responsibility for making
such determinations for the Money Market Portfolio and the Stock Index
Portfolio. Under the Sub-Investment Management Agreements, State Street
Research has day-to-day responsibility for selecting broker-dealers through
which securities or other investments are to be purchased and sold for the
Growth, Income, Diversified and Aggressive Growth Portfolios and GFM has day-
to-day responsibility for selecting broker-dealers through which securities or
other investments are to be purchased and sold for the International Stock
Portfolio.
With respect to portfolio transactions for the Money Market and Stock Index
Portfolios, Metropolitan Life's policy is to endeavor to obtain the most
favorable overall prices and executions of orders. The Money Market
Portfolio's investments usually will be purchased on a principal basis
directly from issuers, underwriters or dealers. Accordingly, minimal brokerage
charges are expected to be paid on such transactions. Purchases from an
underwriter generally include a commission or concession paid by the issuer,
and transactions with a dealer usually include the dealer's mark-up. In
selecting broker-dealers to execute portfolio transactions, Metropolitan Life
considers such factors as the price of the instrument or security, the size of
the broker-dealer's "spread" or rate of commission, the size and difficulty of
the order, the nature of the market for the instrument or security, the
willingness of the broker-dealer to position and the reliability, financial
condition and general execution and operational capabilities of the broker-
dealer and the research, statistical and other services furnished by the
broker-dealer to Metropolitan Life. Such research and statistical information
may be used by Metropolitan Life in connection with the other investment
accounts managed by it. Conversely, research and statistical information
received from the placement of brokerage business for such other accounts, the
aggregate assets of which substantially exceed the assets of the Fund, may be
used by Metropolitan Life in managing the investments of the Fund.
In selecting brokers or dealers to effect portfolio transactions for its
clients, including the Growth, Income, Diversified and Aggressive Growth
Portfolios, the policy of State Street Research is to seek what in its
judgment will be the best overall execution of purchase or sale orders and the
most favorable net prices in transactions consistent with its judgment as to
the business qualifications of the various broker or dealer firms with whom
State Street Research may do business. Decisions with respect to the market
where the transaction is to be completed, to the form of transaction (whether
principal or agency), and to the allocation of orders among brokers or dealers
are made in accordance with this policy. In selecting brokers or dealers to
effect portfolio transactions, consideration is given to the proven integrity
and financial responsibility of the various firms as well as to their
demonstrated execution experience and capabilities generally and in regard to
particular markets or securities and, in agency transactions, to the
competitiveness of the commission rates (or in principal transactions of the
net prices) they charge. State Street Research keeps current as to the range
of rates or prices charged by various firms and against this background
evaluates the reasonableness of a commission or price charged with respect to
a particular transaction by considering such factors as difficulty of
execution or security positioning by the executing firm.
When it appears that a number of firms could satisfy the required standards
in respect of a particular transaction, consideration may also be given to
services other than execution services which certain of such firms have
provided in the past or may provide in the future. Among such other services
are the supplying of supplemental investment research, general economic and
political information, analytical and statistical data, relevant market
information, and daily market quotations for computations of net asset value.
In this connection, State Street Research regularly reviews and evaluates the
services furnished by these firms. Inasmuch as research services supplied by
outside sources are used, if at all, to supplement State Street Research's
research and analysis, no correlation between brokerage commissions and
individual portfolios is relevant.
State Street Research has no agreements or understandings with any firm as
to the amount of brokerage business which that firm may expect to receive for
services supplied to State Street Research or
B-20
<PAGE>
...............................................................
otherwise. There may be, however, understandings with certain firms that in
order for such firms to be able to continuously supply certain services, they
need to receive allocation of a specified amount of brokerage business. These
understandings are honored to the extent possible in accordance with the
policies set forth above.
It is not State Street Research's policy to intentionally pay a firm a
brokerage commission higher than that which another firm would charge for
handling the same transaction in recognition of services (other than execution
services) provided. However, State Street Research is aware that this is an
area where differences of opinion as to fact and circumstances may exist, and
in such circumstances, if any, relies on the provisions of Section 28(e) of
the Securities Exchange Act of 1934 ("1934 Act").
In selecting brokers or dealers to effect portfolio transactions for the
International Stock Portfolio, GFM seeks the best available combination of
execution and over-all price (which includes the cost of the transaction). GFM
will utilize brokers which provide it solely with brokerage services, as well
as brokers which provide GFM with such research services as economic,
political and social trend analysis and reports on the equity and credit
markets and analyses of industries and individual companies. GFM is
authorized, pursuant to the Sub-Investment Management Agreement with respect
to the International Stock Portfolio, to cause the Fund on behalf of the
International Stock Portfolio to pay to the brokers that furnish brokerage and
research services (as such services are defined under Section 28(e) of the
1934 Act) a brokerage commission in excess of that which another broker might
have charged for effecting the same transaction, in recognition of the value
of research services provided by the broker. However, such higher commissions
must be deemed by GFM as reasonable in relation to the brokerage and research
services provided by the broker-dealer, viewed in terms of either that
particular transaction or the overall decision-making responsibilities of GFM
with respect to the Fund or other accounts, if any, as to which it exercises
investment discretion (as such term is defined under Section 3(a)(35) of the
1934 Act).
In all transactions, GFM seeks on behalf of the International Stock
Portfolio brokerage commissions at least as reasonable as those generally
secured by those advisers that generate annually comparable amounts of
commissions paid to brokers that provide brokerage and research services to
those advisers.
Research services rendered to GFM by brokers selected to execute
transactions for the International Stock Portfolio may be used in providing
service to all of GFM's clients. Also all research services may not be
utilized by GFM in connection with the client accounts which paid commissions
to the broker providing such services.
On the basis of the best service provided for the benefit of the
International Stock Portfolio in terms of execution capability, execution
cost, and research, GFM will allocate business proportionally among a number
of brokers and will regularly review such allocations.
The total dollar amounts of brokerage commissions paid by the Fund in 1992,
1993 and 1994 were $1,175,705, $2,805,521 and $4,567,000. Substantially all
commissions were paid to firms which provided research and statistical
services either to Metropolitan Life, State Street Research or GFM.
Brokerage agency transactions for the Fund may be executed by The First
Boston Corporation ("First Boston"). Metropolitan Life, an affiliate of the
Fund by virtue of its role as investment adviser to the Fund, could
theoretically have been deemed an indirect affiliate of First Boston by virtue
of certain business relationships between Metropolitan Life and the parent of
First Boston. During fiscal year 1994, Metropolitan Life ended such business
relations with the parent of First Boston. The Fund nevertheless took the
position that Metropolitan Life was not an indirect affiliate of First Boston
for purposes of the Fund's brokerage transactions through First Boston.
However, the Board of Directors of the Fund adopted procedures requiring
regular reports to the Board detailing any transactions with First Boston and
demonstrating that commissions paid to First Boston by the Fund were fair and
reasonable. The total dollar amount of brokerage commissions paid by the Fund
to First Boston during 1993 was $26,980 and during 1994 was $142,000. There
were no brokerage commissions paid to First Boston during 1992.
SALE AND REDEMPTION OF SHARES
The shares of each Portfolio, when issued, will be fully paid and non-
assessable, will have no preference, pre-emptive, conversion, exchange or
similar rights, and will be freely transferable. Shares do not have cumulative
voting rights.
Under the terms of the Distribution Agreement entered into by Metropolitan
Life and the Fund, Metropolitan Life is not obligated to sell any specific
number of shares of the Fund. Further, under such agreement, Metropolitan Life
will pay the distribution expenses and costs of the Fund (that is, those
arising from any activity which is primarily intended to result in the sale of
shares issued by the Fund).
As of May 16, 1993, pursuant to an amendment to the Distribution Agreement,
Metropolitan Life is no longer
B-21
<PAGE>
...............................................................
be obligated to pay the expenses and costs attributable to the Fund which are
related to the printing and mailing of its prospectuses, proxy material and
periodic reports to shareholders. The amendment was approved by the Board of
Directors at a meeting held on April 28, 1993. Thus, as of May 16, 1993, such
expenses are paid by the Fund.
Redemptions are normally made in cash, but the Fund has authority, at its
discretion, to make full or partial payment by assignment to the appropriate
separate account of portfolio securities at their value used in determining the
redemption price. The Fund, nevertheless, pursuant to Rule 18f-1 under the 1940
Act, has filed a notification of election on Form N-18f-1, by which the Fund
has committed itself to pay to any separate account in cash, all such separate
account's requests for redemption made during any 90-day period, up to the
lesser of $250,000 or 1% of the applicable Portfolio's net asset value at the
beginning of such period. The securities to be paid in-kind to any separate
account will be selected in such manner as the Board of Directors deems fair
and equitable. In such cases, the separate account would incur brokerage costs
should it wish to liquidate these portfolio securities.
The right to redeem shares or to receive payment with respect to any
redemption of shares of any Portfolio may only be suspended (a) for any period
during which trading on the New York Stock Exchange is restricted or such
Exchange is closed (other than customary weekend and holiday closing), (b) for
any period during which an emergency exists as a result of which disposal of
portfolio securities or determination of the net asset value of that Portfolio
is not reasonably practicable or (c) for such other periods as the Securities
and Exchange Commission may by order permit for the protection of shareholders
of that Portfolio.
If, in the sole determination of the Board of Directors, the continued
offering of shares in any one or more Portfolios is no longer in the best
interests of the Fund (e.g., because market conditions have changed, regulatory
problems have developed or participation in such Portfolio is low), the Fund
may cease offering such shares and may, by majority vote of the Board of
Directors, require the redemption (at net asset value) of all outstanding
shares in such Portfolio or Portfolios upon 30 days' prior written notice to
the holders of such shares.
In the future, assuming appropriate regulatory clearances, it may be possible
that shares of the Fund will be offered for purchase by separate accounts of
life insurance companies not affiliated with Metropolitan Life, which separate
accounts are used to support insurance contracts issued by such companies.
The net asset value per share of each Portfolio is computed by dividing the
sum of the value of the securities held by that Portfolio plus any cash or
other assets minus all liabilities by the total number of outstanding shares of
that Portfolio at such time. Any expenses borne by the Fund, including the
investment management fee payable to Metropolitan Life, are accrued daily
except for extraordinary or non-recurring expenses. (See "Payment of Expenses,"
page B-26.)
Securities held by each Portfolio will be valued as follows. Portfolio
securities which are traded on domestic stock exchanges are valued at the last
sale price as of the close of business on the day the securities are being
valued, or, lacking any sales, at the mean between closing bid and asked
prices. Each portfolio security which is primarily traded on non-domestic
securities exchanges is generally valued at the preceding closing value of such
security on the exchange where it is primarily traded. A security that is
listed or traded on more than one exchange is valued at the quotation on the
exchange determined to be the primary market for such security by the Board of
Directors or its delegates. If no closing price is available, then such
security is valued first by using the mean between the last current bid and
asked prices or, second, by using the last available closing price. Domestic
securities traded in the over-the-counter market are valued at the mean between
the bid and asked prices or yield equivalent as obtained from two or more
dealers which make markets in the securities. All non-U.S. securities traded in
the over-the-counter securities market are valued at the last sale quote, if
market quotations are available, or the last closing bid price, if there is no
active trading in a particular security for a given day. Where market
quotations are not readily available for such non-domestic over-the-counter
securities, then such securities will be valued in good faith by a method that
the Board of Directors, or its delegates, believe accurately reflects fair
value. Portfolio securities which are traded both in the over-the-counter
market and on a stock exchange are valued according to the broadest and most
representative market, and it is expected that for debt securities this
ordinarily will be the over-the-counter market. Securities and assets for which
market quotations are not readily available, e.g. certain long-term bonds and
notes, are valued at fair value as determined in good faith by or under the
direction of the Board of Directors of the Fund, including valuations furnished
by a pricing service retained for this purpose and typically utilized by other
institutional-sized trading organizations. Short-term instruments with a
remaining maturity of sixty days or less are valued utilizing the amortized
cost method of valuation described below. If for any reason the fair value of
any security is not fairly reflected by such method, such security will be
valued by
B-22
<PAGE>
...............................................................
the same methods as securities having a maturity of more than sixty days.
Options, whether on securities, indices, or futures contracts, are valued at
the last sales price available as of the close of business on the day of
valuation or, if no sale, at the mean between the bid and asked prices.
Options on currencies are valued at the spot price each day. As a general
matter, futures contracts are marked-to-market daily. The value of futures
contracts will be the sum of the margin deposit plus or minus the difference
between the value of the futures contract on each day the net asset value is
calculated and the value on the date the futures contract originated, value
being that established on a recognized commodity exchange, or by reference to
other customary sources, with gain or loss being recognized when the futures
contract closes or expires.
The Fund will value all debt instruments held by the Money Market Portfolio,
and has the authority to value all debt instruments with a remaining maturity
of not more than one year held by the short-term money market instruments
portion of the Diversified Portfolio, utilizing the amortized cost method of
valuation. However, at the present time, the Diversified Portfolio is not
using the amortized cost method for securities with a remaining maturity of
greater than 60 days. All other securities and assets of the Money Market and
Diversified Portfolios will be valued in accordance with the preceding
paragraphs.
Under the amortized cost method of valuation, the security is initially
valued at cost on the date of purchase (or in the case of short-term debt
securities purchased with more than 60 days remaining to maturity, the market
value on the 61st day prior to maturity), and thereafter a constant
proportionate amortization in value is assumed until maturity of any discount
or premium, regardless of the impact of fluctuating interest rates on the
market value of the security. For purposes of this method of valuation, the
maturity of a variable rate instrument is deemed to be the next date on which
the interest rate is to be adjusted.
The use of the amortized cost method of valuation can cause a Portfolio's
yield and net asset value to differ somewhat from what they would be if only
market valuation methods were used. However, the conditions outlined above are
designed to minimize these effects and any possible shareholder dilution which
might result.
TAXES
...............................................................................
All realized long or short-term capital gains of the Fund, if any, are
declared and distributed at least annually either during or after the close of
the Fund's fiscal year to the shareholders of the Portfolio or Portfolios to
which such gains are attributable and are reinvested in additional full and
fractional shares of the Portfolio.
Tax attributes of the Fund, such as capital loss carryforwards, in existence
for tax years beginning on and after January 1, 1987, shall be allocated among
the Portfolios as if they are separate corporations. Therefore, if a Portfolio
has a net capital loss for a taxable year, including any allocated net capital
loss carryforwards, such loss or losses will offset the net capital gains of
that Portfolio only. Furthermore, each Portfolio will stand alone for purposes
of determining that Portfolio's net ordinary income or loss.
Each individual Portfolio must qualify for treatment as a regulated
investment company. To so qualify, each Portfolio must, among other things,
derive at least 90% of its gross income from dividends, interest, payments
with respect to security loans, and gains from the sale or other disposition
of stock or securities or foreign currencies, or other income (including gains
from options, futures or forward contracts) derived with respect to each
Portfolio's business of investing in such stocks, securities or foreign
currencies. In addition, each Portfolio must derive less than 30% of its gross
income in each taxable year from gains from the sale or other disposition of
instruments held for less than three months.
Dividends paid by each Portfolio from its ordinary income, and distributions
of each Portfolio's net realized short-term capital gains, are taxable to the
shareholder as ordinary income. Generally, to the extent that income of a
Portfolio represents dividends on common or preferred stock of a domestic
corporation, rather than interest income, its distributions to the Insurance
Companies will be eligible for a dividend received deduction to the extent
applicable in the case of a life insurance company under the Code.
Under the Code, any distributions made from the Fund's net realized long-
term capital gains are taxable to the Insurance Companies as long-term capital
gains, regardless of the holding period of such shareholder in the stock of
the Portfolio. Long-term capital gain distributions are not eligible for the
dividends received deduction.
Dividends and capital gains distributions may also be subject to state and
local taxes.
In addition, a nondeductible excise tax applies to any regulated investment
company equal to 4% of the excess, if any, of the required distribution for
the calendar year over the amount actually distributed. The
B-23
<PAGE>
...............................................................
required distribution basically is the sum of 98% of the regulated investment
company's ordinary income plus 98% of its capital gain net income. The Fund
does not anticipate that, under current law, any excise tax liability will
generally be incurred.
The Fund intends to comply with section 817(h) of the Code and the
regulations issued thereunder. Pursuant to that section, the only shareholders
of the Fund and its Portfolios will be life insurance company segregated asset
accounts (also referred to in the Prospectus as separate accounts) that fund
variable life insurance or annuity contracts ("variable insurance contracts")
and the general account of Metropolitan Life which provided the initial
capital for the Portfolios of the Fund. See the prospectus or other material
which is attached at the front of the Prospectus for the Contracts for
additional discussion of the taxation of segregated asset accounts and of the
owner of the particular Contract described therein.
In addition, section 817(h) of the Code and the regulations thereunder
impose certain diversification requirements on the segregated asset accounts
investing in the Portfolios of the Fund. These requirements, which are in
addition to the diversification requirements applicable to the Fund under the
Investment Company Act of 1940, may affect the securities in which the
Portfolios may invest. The consequences of failure to meet the requirements of
section 817(h) could have adverse tax consequences to the insurance company
offering the variable insurance contract and immediate taxation of the owner
of the contract to the extent of appreciation on the investment under the
contract.
There is a possibility that regulations may be proposed or a revenue ruling
may be issued in the future relating to the circumstances in which a contract
owner's control of the investments of a segregated asset account may cause the
contract owner, rather than the insurance company, to be treated as the owner
of the assets of a segregated asset account.
The Fund may therefore find it necessary to take action to assure that a
Contract continues to qualify as a Contract under federal tax laws. The Fund,
for example, may be required to alter the investment objectives of a Portfolio
or substitute the shares of one Portfolio for those of another. No such change
of investment objectives or substitution of securities will take place without
notice to the shareholders of the affected Portfolio and the approval of a
majority of such shareholders and without prior approval of the Securities and
Exchange Commission, to the extent legally required.
In connection with the operation of the International Stock Portfolio, there
are several unique tax considerations. The Portfolio may be subject to foreign
taxes that could reduce its investment performance. The use of currency
options, futures, and forward contracts will be monitored carefully to assure
compliance with the rule that the Portfolio must derive less than 30% of its
gross income in each taxable year from gains from the sale or other
disposition of instruments held for less than three months. Dividends of the
Portfolio paid with respect to dividends of non-United States companies will
not be eligible for the dividends received deduction.
The preceding is a brief summary of some of the relevant tax considerations.
It is not intended as a complete explanation or a substitute for careful tax
planning and consultation with individual tax advisers.
GENERAL INFORMATION
...............................................................................
EXPERTS
Deloitte & Touche LLP has been selected as the independent auditor of the
Fund, which selection is subject to annual approval by the Fund's Board of
Directors. The financial statements of the Fund included in this Statement of
Additional Information have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their report appearing herein, and have been so
included in reliance upon such report given upon the authority of that firm as
experts in accounting and auditing.
CUSTODIAN AND TRANSFER AGENT
State Street Bank and Trust Company acts as custodian of the Fund's assets
and as its transfer agent. State Street Research is not affiliated with State
Street Bank and Trust Company.
B-24
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders,
Metropolitan Series Fund, Inc.
We have audited the accompanying statements of assets and liabilities,
including the schedules of investments, of the Growth, Income, Money Market,
Diversified, Aggressive Growth, Stock Index, and International Stock
Portfolios of Metropolitan Series Fund, Inc. (the "Fund") as of December 31,
1994, the related statements of operations for the year then ended, the
statements of changes in net assets for the years ended December 31, 1994 and
1993 and the financial highlights for the applicable periods ended December
31, 1994, 1993, 1992, 1991 and 1990. These financial statements and financial
highlights are the responsibility of the Fund's management. Our responsibility
is to express an opinion on these financial statements and financial
highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. Our procedures included confirmation of securities
owned at December 31, 1994 by correspondence with the custodian and brokers:
where replies were not received from brokers, we performed other auditing
procedures. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such financial statements and financial highlights present
fairly, in all material respects, the financial position of the Growth,
Income, Money Market, Diversified, Aggressive Growth, Stock Index, and
International Stock Portfolios of the Metropolitan Series Fund, Inc. at
December 31, 1994 and the results of their operations, the changes in their
net assets, and the financial highlights for the respective stated periods, in
conformity with generally accepted accounting principles.
/s/ Deloitte & Touche LLP
Denver, Colorado
February 21, 1995
B-25
<PAGE>
METROPOLITAN SERIES FUND, INC.
GROWTH PORTFOLIO
SCHEDULE OF INVESTMENTS AS OF DECEMBER 31, 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
VALUE
ISSUE SHARES (NOTE 1A)
- ----- ------- ------------
<S> <C> <C>
COMMON STOCK
AEROSPACE (2.8%)
Boeing Co. ............................................... 208,400 $ 9,742,700
Raytheon Co. ............................................. 175,600 11,216,450
------------
20,959,150
------------
AUTOMOTIVE (2.2%)
Chrysler Corp. ........................................... 184,100 9,020,900
Cooper Tire & Rubber Co. ................................. 147,500 3,484,687
Federal-Mogul Corp. ...................................... 181,100 3,644,637
------------
16,150,224
------------
BANKING (4.3%)
BankAmerica Corp. ........................................ 226,500 8,946,750
*Citicorp................................................. 352,700 14,592,963
NationsBank Corp. ........................................ 185,100 8,352,637
------------
31,892,350
------------
BUSINESS SERVICES (1.6%)
First Data Corp. ......................................... 258,800 12,260,650
------------
CHEMICAL (3.3%)
Atlantic Richfield Co. ................................... 197,900 5,170,137
E.I. du Pont de Nemours and Co. .......................... 277,200 15,592,500
Rohm & Haas............................................... 65,800 3,758,825
------------
24,521,462
------------
COMPUTER SOFTWARE & SERVICE (4.6%)
General Motors Corp. Cl. E................................ 214,200 8,246,700
*Lotus Development Corp. ................................. 261,700 10,762,412
*Microsoft Corp. ......................................... 119,700 7,331,625
*Oracle Systems Corp. .................................... 90,300 3,995,775
*Parametric Technology Corp. ............................. 107,900 3,709,062
------------
34,045,574
------------
DIVERSIFIED (2.1%)
Corning, Inc. ............................................ 536,700 16,033,912
------------
DRUG (3.6%)
*Chiron Corp. ............................................ 37,400 2,994,337
Merck & Company, Inc. .................................... 313,500 11,952,188
Pfizer, Inc. ............................................. 153,300 11,842,425
------------
26,788,950
------------
ELECTRICAL EQUIPMENT (2.6%)
General Electric Co. ..................................... 381,500 19,456,500
------------
</TABLE>
<TABLE>
<CAPTION>
VALUE
ISSUE SHARES (NOTE 1A)
- ----- ------- ------------
<S> <C> <C>
ELECTRONICS (6.4%)
AMP, Inc. ................................................. 202,800 $ 14,753,700
*Ericsson (L M) Tel. Co. ADR Cl. B......................... 273,200 15,094,300
*Intel Corp. .............................................. 110,300 7,031,625
Motorola, Inc. ............................................ 93,400 5,405,525
Perkin-Elmer Corp. ........................................ 206,200 5,283,875
------------
47,569,025
------------
FINANCIAL SERVICES (3.4%)
Federal Home Loan Mortgage Corp. .......................... 223,700 11,296,850
Federal National Mortgage Assoc. .......................... 194,100 14,145,037
------------
25,441,887
------------
FOOD & BEVERAGE (2.5%)
Campbell Soup.............................................. 177,900 7,849,837
Coca Cola Co. ............................................. 201,600 10,382,400
Coca-Cola Enterprises...................................... 15,600 278,850
------------
18,511,087
------------
FOREST PRODUCTS (1.0%)
Champion International..................................... 100,700 3,675,550
Westvaco Corp. ............................................ 105,400 4,136,950
------------
7,812,500
------------
HOSPITAL SUPPLY (6.6%)
Abbott Laboratories........................................ 453,000 14,779,125
*Foundation Health Corp. .................................. 114,100 3,537,100
*Haemonetics Corp. ........................................ 155,000 2,673,750
*Healthsource, Inc. ....................................... 95,400 3,899,475
Johnson & Johnson.......................................... 137,200 7,511,700
Medtronic, Inc. ........................................... 95,000 5,284,375
United Healthcare Corp. ................................... 260,200 11,741,525
------------
49,427,050
------------
HOTEL & RESTAURANT (1.8%)
*Mirage Resorts, Inc. ..................................... 280,100 5,742,050
*Promus Companies, Inc. ................................... 240,500 7,455,500
------------
13,197,550
------------
INSURANCE (7.3%)
Ace Limited................................................ 203,000 4,745,125
AMBAC, Inc. ............................................... 220,500 8,213,625
American International Group, Inc. ........................ 84,000 8,232,000
*American Re Corp. ........................................ 245,000 7,901,250
Chubb Corp. ............................................... 88,500 6,847,688
General Re Corp. .......................................... 60,800 7,524,000
The Equitable Companies, Inc. ............................. 592,200 10,733,625
------------
54,197,313
------------
</TABLE>
B-26
<PAGE>
METROPOLITAN SERIES FUND, INC.
GROWTH PORTFOLIO
SCHEDULE OF INVESTMENTS AS OF DECEMBER 31, 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
VALUE
ISSUE SHARES (NOTE 1A)
- ----- ------- ------------
<S> <C> <C>
MACHINERY (4.6%)
Caterpillar, Inc. ......................................... 173,800 $ 9,580,725
Fluor Corp. ............................................... 149,900 6,464,438
Millipore.................................................. 170,400 8,243,100
Pall Corp. ................................................ 541,100 10,145,625
------------
34,433,888
------------
METALS & MINING (1.0%)
Nucor Corp. ............................................... 133,700 7,420,350
------------
OFFICE EQUIPMENT (2.0%)
Xerox Corp. ............................................... 151,000 14,949,000
------------
OIL (6.8%)
Anadarko Petroleum Corp. .................................. 231,500 8,912,750
Louisiana Land & Exploration............................... 208,000 7,566,000
Phillips Petroleum Co...................................... 326,200 10,683,050
Royal Dutch Petroleum...................................... 108,200 11,631,500
TOTAL Cl. B ADS............................................ 183,600 5,416,200
YPF Sociedad Anonima ADS................................... 320,600 6,852,825
------------
51,062,325
------------
OIL SERVICE (0.6%)
*Rowan Companies, Inc. .................................... 760,400 4,657,450
------------
PERSONAL CARE (2.9%)
Gillette Co. .............................................. 59,100 4,417,725
Procter & Gamble Co. ...................................... 279,000 17,298,000
------------
21,715,725
------------
RAILROAD (0.7%)
CSX Corp. ................................................. 74,900 5,214,913
------------
RECREATION (7.0%)
Comcast Corp. Cl. A........................................ 154,500 2,394,750
Comcast Corp. Cl. A Spl. .................................. 476,850 7,480,584
Disney (Walt) Co........................................... 210,100 9,690,863
Gaylord Entertainment Co. Cl. A............................ 133,100 3,028,025
Grupo Televisa SA de CV ADR................................ 74,800 2,374,900
*Infinity Broadcasting Corp. Cl. A......................... 127,500 4,032,188
Mattel, Inc................................................ 241,925 6,078,366
Time Warner, Inc........................................... 242,500 8,517,813
*Viacom, Inc. Cl. A........................................ 23,216 966,366
*Viacom, Inc. Cl. B........................................ 183,604 7,458,913
------------
52,022,768
------------
RETAIL TRADE (8.3%)
Gap, Inc. ................................................. 220,100 6,713,050
Home Depot................................................. 248,866 11,447,836
</TABLE>
<TABLE>
<CAPTION>
VALUE
ISSUE SHARES (NOTE 1A)
- ----- ------- ------------
<S> <C> <C>
*Home Shopping Network, Inc. .............................. 490,400 $ 4,904,000
*Office Depot, Inc. ....................................... 166,600 3,998,400
Penney (J.C.), Inc. ....................................... 258,700 11,544,488
Tandy Corp. ............................................... 93,800 4,701,725
*Toys 'R Us................................................ 162,200 4,947,100
Wal-Mart Stores............................................ 654,400 13,906,000
------------
62,162,599
------------
UTILITIES--TELEPHONE (4.6%)
*AirTouch Communications, Inc. ............................ 480,000 13,980,000
AT&T Corp. ................................................ 329,200 16,542,300
*IDB Communications Group, Inc. ........................... 418,980 3,849,379
------------
34,371,679
------------
TOBACCO (2.0%)
Philip Morris Cos., Inc. .................................. 263,100 15,128,250
------------
TOTAL COMMON STOCK (Cost: $699,720,290)--96.6%..................... 721,404,131
------------
</TABLE>
<TABLE>
<CAPTION>
INTEREST MATURITY FACE VALUE
ISSUE RATE DATE AMOUNT (NOTE 1A)
- ----- -------- -------- ------ ---------
<S> <C> <C> <C> <C>
SHORT-TERM OBLIGATIONS
American Express Credit Corp. ..... 5.830% 1/03/95 $ 3,665,000 $ 3,665,000
American Express Credit Corp. ..... 4.000% 1/05/95 4,425,000 4,425,000
Ford Motor Credit Co. ............. 5.450% 1/03/95 1,625,000 1,625,000
Ford Motor Credit Co. ............. 5.875% 1/04/95 3,723,000 3,723,000
Ford Motor Credit Co. ............. 5.920% 1/06/95 15,088,000 15,088,000
Ford Motor Credit Co. ............. 5.800% 1/06/95 1,049,000 1,049,000
------------
TOTAL SHORT-TERM OBLIGATIONS
(Cost: $29,575,000)--4.0% ...................................... 29,575,000
------------
TOTAL INVESTMENTS (Cost: $729,295,290)--100.6% .................. 750,979,131
OTHER ASSETS LESS LIABILITIES--(0.6%)............................ (4,546,013)
------------
NET ASSETS--EQUIVALENT TO $21.81 PER SHARE, 34,222,071 SHARES OF
CAPITAL STOCK
OUTSTANDING--100.0%............................................. $746,433,118
============
</TABLE>
* Non-income producing security.
See Notes to Financial Statements.
B-27
<PAGE>
METROPOLITAN SERIES FUND, INC.
INCOME PORTFOLIO
SCHEDULE OF INVESTMENTS AS OF DECEMBER 31, 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FACE INTEREST MATURITY VALUE
AMOUNT ISSUE RATE DATE (NOTE 1A)
------ ----- -------- -------- ---------
<C> <S> <C> <C> <C>
CORPORATE BONDS
BANKING (3.4%)
$2,800,000 Advanta Master Trust II 1994-B... 10/01/99-
6.405% 10/01/00 $ 2,800,000
233,333 Bank of NY Master Credit Card 1/01/95-
Trust 1991-B.................... 7.100% 12/15/96 233,297
250,000 Chase Manhattan Credit Card Trust 11/15/94-
1991-A.......................... 8.450% 11/15/97 249,608
1,900,000 First Chicago Credit Card Trust 6/15/96-
1991-D.......................... 8.400% 6/15/98 1,905,928
800,000 MBNA Credit Card Trust 1991-A.... 6/30/95-
8.250% 6/30/98 800,744
3,200,000 Standard Credit Card Master Trust
1991-3A......................... 8.875% 7/07/98 3,264,992
------------
9,254,569
------------
FINANCIAL SERVICE (10.1%)
1,200,000 Beneficial Corp. Note............ 9.125% 2/15/98 1,221,888
1,400,000 Fleet Mortgage Group, Inc. Note.. 7.250% 1/15/98 1,355,872
2,400,000 Fleet Mortgage Group, Inc. Note.. 6.500% 9/15/99 2,209,440
3,200,000 Ford Motor Credit Co. Note....... 8.450% 12/30/98 3,195,008
2,300,000 General Motors Acceptance Corp.
Deb. ........................... 8.400% 10/15/99 2,299,057
2,750,000 General Motors Acceptance Corp.
Note............................ 7.050% 2/02/98 2,636,590
2,800,000 General Motors Acceptance Corp.
Note............................ 7.850% 11/17/97 2,748,928
900,000 Greyhound Financial Global Notes. 9.125% 2/27/02 915,822
2,100,000 Household Affinity Master Tr. 1 3/15/97-
93-3A........................... 6.358% 3/15/99 2,098,026
2,800,000 Household Affinity Master Tr. 1 5/15/99-
94-1A........................... 6.338% 5/15/01 2,783,368
1,500,000 PennCorp Financial Group Sr. Sub. 12/15/98-
Nts. ........................... 9.250% 12/15/03 1,320,000
2,300,000 Sears Credit Account Master Trust 1/15/99-
II 1994-1....................... 7.000% 1/15/04 2,192,906
2,751,905 Tandy Master Trust 1991-A Trust 4/15/95-
1991-A.......................... 8.250% 4/15/99 2,757,904
------------
27,734,809
------------
</TABLE>
<TABLE>
<CAPTION>
FACE INTEREST MATURITY VALUE
AMOUNT ISSUE RATE DATE (NOTE 1A)
------ ----- -------- -------- ---------
<C> <S> <C> <C> <C>
TRUST CERTIFICATE (2.0%)
$1,500,000 Big River Electric Cooperative 9/15/97-
Trust Cert. .................... 10.700% 9/15/17 $ 1,642,065
825,000 Cajun Power Electric Cooperative 3/15/98-
Trust Cert. .................... 9.520% 3/15/19 871,192
2,900,000 Deseret Generation Cooperative 12/15/97-
Trust Cert. .................... 10.110% 12/15/17 3,149,603
------------
5,662,860
------------
INDUSTRIAL (10.8%)
1,000,000 Anacomp Inc. .................... 15.000% 11/01/95-
11/01/00 1,050,000
1,000,000 Chevron Corp. Profit Sharing 12/01/01-
Amort. Note..................... 8.110% 12/01/04 974,670
1,250,000 Continental Cablevision, Inc. Sr.
Deb. ........................... 9.000% 9/01/08 1,125,000
1,000,000 Continental Cablevision, Inc. Sr. 8/01/05-
Debs. .......................... 9.500% 8/01/13 915,000
1,250,000 Crown Packaging Sr. Notes Series 11/01/98-
B............................... 10.750% 11/01/00 1,193,750
3,900,000 Eastman Chemical Co. Deb. ....... 7.250% 1/15/24 3,238,677
750,000 Gaylord Container Corp. Sr. 5/15/97-
Notes........................... 11.500% 5/15/01 772,500
500,000 Grand Union Co. Sr. Notes........ 7/15/97-
11.250% 7/15/00 445,000
2,075,000 Haynes International Inc. Sr.
Secured Notes................... 11.250% 6/15/98 1,867,500
1,000,000 HealthSouth Sr. Sub. Notes....... 4/01/98-
9.500% 4/01/01 962,500
750,000 Heritage Media Corp. Sr. Sub. 10/01/97-
Notes........................... 11.000% 10/01/02 735,000
2,000,000 John Q Hammons Hotels 1st Mtge.
Notes........................... 8.875% 2/15/04 1,730,000
2,250,000 Kaiser Aluminum Sr. Notes........ 2/15/98-
9.875% 2/15/02 2,064,375
2,000,000 Koppers Industries Sr. Notes..... 2/01/99-
8.500% 2/01/04 1,780,000
1,000,000 Lear Seating Corp. Sr. Sub. 7/15/97-
Notes........................... 11.250% 7/15/00 1,020,000
1,500,000 Lear Seating Corp. Sub. Notes.... 2/01/98-
8.250% 2/01/02 1,320,000
</TABLE>
B-28
<PAGE>
METROPOLITAN SERIES FUND, INC.
INCOME PORTFOLIO
SCHEDULE OF INVESTMENTS AS OF DECEMBER 31, 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FACE INTEREST MATURITY VALUE
AMOUNT ISSUE RATE DATE (NOTE 1A)
------ ----- -------- -------- ---------
<C> <S> <C> <C> <C>
$1,250,000 Loews Corp. Sr. Notes............ 7.000% 10/15/03- $ 976,562
10/15/23
625,000 Motor Wheel Corp. Sr. Notes Ser. 3/01/96-
B............................... 11.500% 3/01/00 578,125
1,000,000 Paging Network Sr. Sub. Notes.... 2/01/99-
8.875% 2/01/06 780,000
2,500,000 Penn Traffic Co. Sr. Notes....... 12/15/98-
8.625% 12/15/03 2,187,500
2,000,000 Presidio Oil Co. Sr. 9/15/96-
Sec. Notes Ser. B............... 11.500% 9/15/00 1,450,000
500,000 Sifto Canada, Inc. .............. 8.500% 7/15/00 445,000
750,000 Southern Pacific Rail Corp. Sr. 8/15/98-
Notes........................... 9.375% 8/15/05 693,750
750,000 Southern Pacific Transportation 7/01/97-
Sr. Sec. Notes.................. 10.500% 7/01/99 761,250
250,000 Southwest Forest Industries Sub.
Debs. .......................... 12.125% 9/15/01 251,250
500,000 UCC Investors Holdings Sr. Notes. 10.500% 5/01/02 492,500
------------
29,809,909
------------
MORTGAGE BACKED (4.6%)
3,245,987 Countrywide Series 1993-E A-1 1/25/95-
PAC............................. 6.500% 1/25/24 3,137,956
2,498,573 Prudential Home Loan Mortgage 8/25/97-
Series 93-29 A-6 PAC............ 6.750% 8/25/08 2,364,275
2,650,000 Prudential Home Loan Mortgage 1/25/97-
Series 93-54 A-21 PAC........... 5.500% 1/25/24 2,350,205
2,009,750 Residential Funding Corp. 93-S25 7/25/97-
A-1 PAC......................... 6.500% 7/25/08 1,885,388
3,061,564 Residential Funding Corp. 93-S49 12/25/96-
A-1 PAC......................... 6.000% 12/25/08 2,963,013
------------
12,700,837
------------
TOTAL CORPORATE BONDS
(Cost: $91,309,698)--30.9%.......................... 85,162,984
------------
</TABLE>
<TABLE>
<CAPTION>
FACE INTEREST MATURITY VALUE
AMOUNT ISSUE RATE DATE (NOTE 1A)
------ ----- -------- -------- ---------
<C> <S> <C> <C> <C>
FOREIGN OBLIGATIONS
AUD 5,200,000 Australian Government...... 9.000% 9/15/04 $ 3,776,089
CAD 3,600,000 Canadian Government........ 9.750% 12/01/01 2,649,008
CAD 2,200,000 Canadian Government........ 7.500% 12/01/03 1,413,596
DKK 39,100,000 Danish Government.......... 9.000% 11/15/00 6,426,693
ITL 3,000,000,000 Italian Government......... 8.500% 4/01/99 1,648,728
ESP 70,000,000 Spanish Government......... 8.300% 12/15/98 477,569
ESP 250,000,000 Spanish Government......... 10.900% 8/30/03 1,801,994
GBP 2,000,000 U.K. Treasury Stock........ 9.750% 8/27/02 3,277,068
------------
TOTAL FOREIGN OBLIGATIONS
(Cost: $22,348,854)--7.8% ................... 21,470,745
------------
FEDERAL AGENCY OBLIGATIONS
367,168 Collateralized Mortgage 5/01/97-
Obligation Trust 21-Y..... 8.100% 5/01/17 352,823
1,069,412 Federal Home Loan Mortgage
Corporation............... 9.000% 12/01/09 1,073,690
94,658 Federal Home Loan Mortgage
Corporation............... 6.500% 2/01/09 86,760
4,790,246 Federal Home Loan Mortgage
Corporation............... 6.500% 5/01/09 4,390,548
2,014,552 Federal Home Loan Mortgage
Corporation............... 8.000% 8/10/24 1,931,452
302,212 Federal Home Loan Mortgage
Corporation............... 8.000% 8/10/24 289,746
1,007,860 Federal National Mortgage
Association............... 7.750% 3/01/08 956,459
1,626,517 Federal National Mortgage
Association............... 8.250% 7/01/08 1,570,987
</TABLE>
B-29
<PAGE>
METROPOLITAN SERIES FUND, INC.
INCOME PORTFOLIO
SCHEDULE OF INVESTMENTS AS OF DECEMBER 31, 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FACE INTEREST MATURITY VALUE
AMOUNT ISSUE RATE DATE (NOTE 1A)
------ ----- -------- -------- ---------
<C> <S> <C> <C> <C>
$ 725,441 Federal National Mortgage
Association...................... 7.750% 9/01/06 $ 692,172
215,229 Federal National Mortgage
Association...................... 9.000% 4/01/16 216,594
1,414,786 Federal National Mortgage
Association...................... 8.500% 2/01/09 1,417,814
187,786 Federal National Mortgage
Association...................... 8.000% 6/01/08 180,906
435,355 Federal National Mortgage
Association...................... 9.000% 5/01/09 438,115
95,343 Federal National Mortgage
Association...................... 7.750% 4/01/08 90,481
2,556,723 Federal National Mortgage
Association...................... 7.000% 2/21/24 2,320,226
3,303,094 Federal National Mortgage
Association...................... 7.000% 5/01/24 2,997,558
627,624 Federal National Mortgage
Association...................... 8.500% 9/01/09 618,178
3,000,000 Federal National Mortgage
Association...................... 7.000% 1/12/25 2,722,500
750,000 Federal National Mortgage 8/10/95-
Association...................... 9.650% 8/10/20 796,875
3,400,000 Federal National Mortgage 6/25/96-
Association...................... 5.410% 6/25/98 3,135,922
433,397 Federal National Mortgage 9/25/96-
Association...................... 7.000% 9/25/19 413,487
1,087,486 Federal National Mortgage 3/25/94-
Association...................... 7.500% 3/25/18 1,077,285
550,000 Federal National Mortgage 2/25/00-
Association...................... 7.500% 2/25/07 512,699
2,600,000 Federal National Mortgage 2/25/04-
Association...................... 6.750% 2/25/21 2,305,862
462,748 Government National Mortgage
Association...................... 7.500% 5/15/07 447,454
2,117,843 Government National Mortgage
Association...................... 8.000% 2/15/24 2,024,510
6,009,500 Government National Mortgage
Association...................... 6.500% 7/15/24 5,207,592
-----------
TOTAL FEDERAL AGENCY OBLIGATION
(Cost: $39,319,273)--13.9%.......................... 38,268,695
-----------
FEDERAL TREASURY OBLIGATIONS
43,275,000 U.S. Treasury Bond................ 8.125% 8/15/21 44,005,049
1,450,000 U.S. Treasury Note................ 5.125% 6/30/98 1,331,056
3,800,000 U.S. Treasury Note................ 8.500% 5/15/97 3,856,392
</TABLE>
See Notes to Financial Statements.
<TABLE>
<CAPTION>
FACE INTEREST MATURITY VALUE
AMOUNT ISSUE RATE DATE (NOTE 1A)
------ ----- -------- -------- ---------
<C> <S> <C> <C> <C>
$ 4,025,000 U.S. Treasury Note.............. 6.375% 8/15/02 $ 3,685,370
8,300,000 U.S. Treasury Note.............. 7.875% 7/31/96 8,333,698
5,100,000 U.S. Treasury Note.............. 5.875% 3/31/99 4,738,206
8,975,000 U.S. Treasury Note.............. 8.000% 5/15/01 9,045,095
27,650,000 U.S. Treasury Note.............. 7.125% 9/30/99 26,855,063
6,400,000 U.S. Treasury Note.............. 5.750% 8/15/03 5,561,984
------------
TOTAL FEDERAL TREASURY OBLIGATIONS
(Cost: $111,296,876)--39.0%........................ 107,411,913
------------
YANKEE BONDS
2,250,000 Basque Country.................. 8.000% 9/21/04 2,188,552
1,800,000 Bell Canada 10/15/95-
Deb. .......................... 13.375% 10/15/10 1,964,016
1,600,000 Carter Holt Harvey Deb. ........ 9.500% 12/01/24 1,653,360
1,700,000 Hydro Quebec Deb. Ser. HS....... 9.400% 2/01/21 1,762,781
1,500,000 Province of Manitoba Deb. Ser.
CD............................. 9.250% 4/01/20 1,575,735
1,500,000 Province of Manitoba Global
Notes.......................... 6.750% 3/01/03 1,361,265
1,500,000 Province of Ontario Global Bond. 7.375% 1/27/03 1,412,535
1,600,000 Province of Quebec Global Notes. 7.500% 7/15/23 1,353,920
------------
TOTAL YANKEE BONDS
(Cost: $14,359,649)--4.8%.......................... 13,272,164
------------
SHORT-TERM OBLIGATIONS
2,010,000 American Express Credit Corp. .. 4.000% 1/03/95 2,010,000
1,651,000 Ford Motor Credit Co. .......... 5.880% 1/05/95 1,651,000
627,000 Ford Motor Credit Co. .......... 5.800% 1/05/95 627,000
------------
TOTAL SHORT-TERM OBLIGATIONS
(Cost: $4,288,000)--1.5%........................... 4,288,000
------------
TOTAL INVESTMENTS
(Cost: $282,922,350)--97.9%........................ 269,874,501
OTHER ASSETS LESS LIABILITIES--2.1%................. 5,784,174
------------
NET ASSETS--EQUIVALENT TO $11.32 PER SHARE,
24,354,792 SHARES OF CAPITAL STOCK OUTSTANDING--
100.0%............................................. $275,658,675
============
</TABLE>
B-30
<PAGE>
METROPOLITAN SERIES FUND, INC.
MONEY MARKET PORTFOLIO
SCHEDULE OF INVESTMENTS AS OF DECEMBER 31, 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FACE INTEREST MATURITY VALUE
AMOUNT ISSUE RATE DATE (NOTE 1A)
------ ----- -------- -------- ---------
<C> <S> <C> <C> <C>
COMMERCIAL PAPER
$2,000,000 American Telephone & Telegraph
Capital Corp. .................... 5.700% 1/04/95 $ 1,999,050
2,000,000 American Express
Credit Corp. ..................... 5.750% 1/30/95 1,990,736
2,000,000 Associates Corp. of North America.. 5.950% 1/10/95 1,997,025
2,000,000 Bausch & Lomb, Inc. ............... 6.000% 1/09/95 1,997,333
1,700,000 Campbell Soup Co. ................. 5.850% 1/11/95 1,697,238
1,400,000 Chevron Oil Finance Co. ........... 5.900% 1/12/95 1,397,476
1,800,000 Coca Cola Co. ..................... 5.950% 2/17/95 1,786,018
2,000,000 Emerson Electric................... 5.750% 1/20/95 1,993,931
1,800,000 Exxon Corp. ....................... 5.880% 1/13/95 1,796,472
1,900,000 Ford Motor Credit Co. ............. 5.980% 1/20/95 1,894,003
2,000,000 Gannett, Inc. ..................... 5.900% 1/11/95 1,996,722
2,000,000 General Electric Capital Corp. .... 6.050% 1/17/95 1,994,622
1,100,000 General Electric Capital Corp. .... 5.980% 1/12/95 1,097,990
400,000 SmithKline Beecham Corp. .......... 6.000% 1/17/95 398,933
600,000 Times Mirror Co. .................. 5.880% 1/13/95 598,824
-----------
TOTAL COMMERCIAL PAPER
(Cost: $24,636,373)--61.7%........................... 24,636,373
-----------
</TABLE>
See Notes to Financial Statements.
<TABLE>
<CAPTION>
FACE INTEREST MATURITY VALUE
AMOUNT ISSUE RATE DATE (NOTE 1A)
------ ----- -------- -------- ---------
<C> <S> <C> <C> <C>
FEDERAL AGENCY OBLIGATIONS
$3,400,000 Federal Home Loan Bank............. 5.910% 1/05/95 $ 3,397,767
2,000,000 Federal National Mortgage
Association....................... 5.910% 1/09/95 1,997,373
1,700,000 Federal National Mortgage
Association....................... 5.890% 1/11/95 1,697,219
3,400,000 Federal National Mortgage
Association....................... 6.110% 3/15/95 3,357,875
-----------
TOTAL FEDERAL AGENCY OBLIGATIONS
(Cost: $10,450,234)--26.1% .......................... 10,450,234
-----------
FEDERAL TREASURY OBLIGATIONS
1,700,000 U.S. Treasury Bills................ 5.120% 1/19/95 1,695,648
3,000,000 U.S. Treasury Notes................ 5.240% 2/02/95 2,986,027
-----------
TOTAL FEDERAL TREASURY OBLIGATIONS (Cost:
$4,681,675)--11.7% .................................. 4,681,675
-----------
TOTAL INVESTMENTS
(Cost: $39,768,282)--99.5% .......................... 39,768,282
OTHER ASSETS LESS LIABILITIES--0.5%................... 193,016
-----------
NET ASSETS EQUIVALENT TO $10.48 PER SHARE 3,813,066
SHARES OF CAPITAL STOCK OUTSTANDING--100.0% ......... $39,961,298
===========
</TABLE>
B-31
<PAGE>
METROPOLITAN SERIES FUND, INC.
DIVERSIFIED PORTFOLIO
SCHEDULE OF INVESTMENTS AS OF DECEMBER 31, 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
VALUE
ISSUE SHARES (NOTE 1A)
- ----- ------- ------------
<S> <C> <C>
COMMON STOCK
AEROSPACE (1.5%)
Boeing Co. ............................................... 136,600 $ 6,386,050
Raytheon Co. ............................................. 112,300 7,173,162
------------
13,559,212
------------
AUTOMOTIVE (1.2%)
Chrysler Corp. ........................................... 116,600 5,713,400
Cooper Tire & Rubber Co. ................................. 100,900 2,383,762
Federal-Mogul Corp. ...................................... 127,700 2,569,962
------------
10,667,124
------------
BANKING (2.5%)
BankAmerica Corp. ........................................ 142,400 5,624,800
*Citicorp................................................. 258,300 10,687,162
NationsBank Corp. ........................................ 126,021 5,686,698
------------
21,998,660
------------
BUSINESS SERVICES (0.8%)
First Data Corp. ......................................... 152,600 7,229,425
------------
CHEMICAL (1.6%)
Atlantic Richfield Co. ................................... 145,700 3,806,412
*E.I. du Pont de Nemours and Co. ......................... 143,700 8,083,125
Rohm & Haas............................................... 44,000 2,513,500
------------
14,403,037
------------
COMPUTER SOFTWARE & SERVICE (2.7%)
*Computervision Corp. .................................... 77,300 299,537
General Motors Corp. Cl. E................................ 145,700 5,609,450
*Lotus Development Corp. ................................. 178,800 7,353,150
*Microsoft Corp. ......................................... 87,200 5,341,000
*Oracle Systems Corp. .................................... 59,500 2,632,875
*Parametric Technology Corp. ............................. 71,000 2,440,625
------------
23,676,637
------------
DIVERSIFIED (1.1%)
Corning, Inc. ............................................ 317,100 9,473,362
------------
DRUG (2.0%)
*Chiron Corp. ............................................ 25,700 2,057,606
Merck & Company, Inc. .................................... 208,800 7,960,500
Pfizer, Inc. ............................................. 101,600 7,848,600
------------
17,866,706
------------
ELECTRICAL EQUIPMENT (1.5%)
General Electric Co. ..................................... 265,300 13,530,300
------------
ELECTRONICS (3.5%)
AMP, Inc. ................................................ 130,800 9,515,700
Ericsson (L M) Tel. Co. ADR Cl. B......................... 176,800 9,768,200
*Intel Corp. ............................................. 72,500 4,621,875
Motorola, Inc. ........................................... 59,600 3,449,350
</TABLE>
<TABLE>
<CAPTION>
VALUE
ISSUE SHARES (NOTE 1A)
- ----- ------- ------------
<S> <C> <C>
Perkin-Elmer Corp. ........................................ 143,100 $ 3,666,937
------------
31,022,062
------------
FINANCIAL SERVICES (1.9%)
Federal Home Loan Mortgage Corp. .......................... 151,400 7,645,700
Federal National Mortgage Assoc. .......................... 129,600 9,444,600
------------
17,090,300
------------
FOOD & BEVERAGE (1.3%)
Campbell Soup.............................................. 113,900 5,025,838
Coca Cola Co. ............................................. 127,800 6,581,700
Coca-Cola Enterprises...................................... 12,600 225,225
------------
11,832,763
------------
FOREST PRODUCTS (0.6%)
Champion International..................................... 66,900 2,441,850
*Crown Packaging Holdings (Wts.) (Note 5).................. 500 20,000
Westvaco Corp. ............................................ 70,900 2,782,825
------------
5,244,675
------------
HOSPITAL SUPPLY (3.7%)
Abbott Laboratories........................................ 287,200 9,369,900
*Foundation Health Corp. .................................. 65,800 2,039,800
*Haemonetics Corp. ........................................ 100,100 1,726,725
*Healthsource, Inc. ....................................... 66,400 2,714,100
Johnson & Johnson.......................................... 91,400 5,004,150
Medtronic, Inc. ........................................... 61,700 3,432,063
United Healthcare Corp. ................................... 187,400 8,456,425
------------
32,743,163
------------
HOTEL & RESTAURANT (1.0%)
*Mirage Resorts, Inc. ..................................... 183,550 3,762,775
*Promus Companies, Inc. ................................... 156,500 4,851,500
------------
8,614,275
------------
INSURANCE (4.2%)
Ace Limited................................................ 150,100 3,508,588
Allstate Corp. ............................................ 10,000 236,250
AMBAC, Inc. ............................................... 150,200 5,594,950
American International Group, Inc. ........................ 57,200 5,605,600
*American Re Corp. ........................................ 166,800 5,379,300
Chubb Corp. ............................................... 62,200 4,812,725
General Re Corp. .......................................... 39,800 4,925,250
The Equitable Companies, Inc. ............................. 398,800 7,228,250
------------
37,290,913
------------
MACHINERY (2.6%)
Caterpillar, Inc. ......................................... 118,800 6,548,850
Fluor Corp. ............................................... 100,300 4,325,438
Millipore.................................................. 115,800 5,601,825
</TABLE>
B-32
<PAGE>
METROPOLITAN SERIES FUND, INC.
DIVERSIFIED PORTFOLIO
SCHEDULE OF INVESTMENTS AS OF DECEMBER 31, 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
VALUE
ISSUE SHARES (NOTE 1A)
- ----- ------- ------------
<S> <C> <C>
Pall Corp. ................................................ 336,400 $ 6,307,500
------------
22,783,613
------------
METALS & MINING (0.6%)
Nucor Corp. ............................................... 90,500 5,022,750
------------
OFFICE EQUIPMENT (1.0%)
Xerox Corp. ............................................... 90,800 8,989,200
------------
OIL (3.7%)
Anadarko Petroleum Corp. .................................. 157,400 6,059,900
Louisiana Land & Exploration............................... 141,600 5,150,700
Phillips Petroleum Co. .................................... 221,900 7,267,225
Royal Dutch Petroleum...................................... 73,700 7,922,750
Tosco Corp. ............................................... 3,000 87,375
TOTAL Cl. B ADS............................................ 125,700 3,708,150
Ultramar Corp. ............................................ 5,000 127,500
YPF Sociedad Anonima ADS................................... 127,300 2,721,038
------------
33,044,638
------------
OIL SERVICES (0.4%)
Noble Drilling Corp. Pfd. Conv............................. 6,000 121,500
*Rowan Companies, Inc. .................................... 504,900 3,092,513
------------
3,214,013
------------
PERSONAL CARE (1.7%)
Gillette Co. .............................................. 38,900 2,907,775
Procter & Gamble Co. ...................................... 190,800 11,829,600
------------
14,737,375
------------
RAILROAD (0.3%)
CSX Corp. ................................................. 45,900 3,195,788
------------
RECREATION (3.8%)
Comcast Corp. Cl. A........................................ 355,950 5,583,966
Comcast Corp. Cl. A Spl. .................................. 94,800 1,469,400
Disney (Walt) Co. ......................................... 141,700 6,535,913
Gaylord Entertainment Co. Cl. A............................ 87,000 1,979,250
Grupo Televisa SA de CV ADR................................ 47,700 1,514,475
*Infinity Broadcasting Corp. Cl. A......................... 85,400 2,700,775
Mattel, Inc. .............................................. 126,450 3,177,056
Time Warner, Inc. ......................................... 155,800 5,472,475
*Viacom, Inc. Cl. A........................................ 17,376 723,276
*Viacom, Inc. Cl. B........................................ 125,755 5,108,797
------------
34,265,383
------------
RETAIL TRADE (4.7%)
*Food 4 Less Holdings, Inc. (Wts.) (Note 5)................ 582 51,879
Gap, Inc. ................................................. 147,600 4,501,800
Home Depot................................................. 169,500 7,797,000
*Home Shopping Network, Inc. .............................. 348,600 3,486,000
*Office Depot, Inc. ....................................... 114,900 2,757,600
</TABLE>
<TABLE>
<CAPTION>
VALUE
ISSUE SHARES (NOTE 1A)
- ----- ------- ------------
<S> <C> <C>
Penney (J.C.), Inc. ....................................... 173,400 $ 7,737,975
#Supermarkets Gen Ex Pfd PIK............................... 7,209 145,982
Tandy Corp. ............................................... 63,200 3,167,900
*Toys "R" Us............................................... 105,500 3,217,750
Wal-Mart Stores............................................ 436,200 9,269,250
------------
42,133,136
------------
TOBACCO (1.1%)
Philip Morris Cos., Inc. .................................. 177,400 10,200,500
------------
UTILITIES--TELEPHONE (2.4%)
*AirTouch Communications, Inc. ............................ 275,000 8,009,375
*IDB Communications Group, Inc. ........................... 294,045 2,701,538
AT&T Corp. ................................................ 217,100 10,909,275
------------
21,620,188
------------
TOTAL COMMON STOCK (Cost: $473,701,869)--53.3%..................... 475,449,198
------------
</TABLE>
<TABLE>
<CAPTION>
DATE OR
RANGE OF
FACE INTEREST STATED VALUE
AMOUNT ISSUE RATE MATURITIES (NOTE 1A)
------ ----- -------- ---------- ---------
<C> <S> <C> <C> <C>
CORPORATE BONDS
BANKING (1.3%)
+3,200,000 Advanta Master Trust II FRN 1994- 10/01/99-
B................................ 4.900% 10/01/00 3,200,000
2,000,000 First Chicago Credit Card Trust 06/15/96-
91-D............................. 8.400% 06/15/98 2,006,240
1,100,000 MBNA Credit Card Trust 1991-A..... 06/30/95-
9.250% 06/30/98 1,101,023
5,500,000 Standard Credit Card Master Tr.
91-3A............................ 8.875% 07/07/98 5,611,705
----------
11,918,968
----------
FINANCIAL SERVICES (3.6%)
1,200,000 Beneficial Corp. Note............. 9.125% 02/15/98 1,221,888
1,000,000 Community Program Loan Trust 1987 01/01/07-
A-4.............................. 4.500% 01/01/18 705,000
1,400,000 Fleet Mortgage Group, Inc. Note... 7.250% 01/15/98 1,355,872
3,000,000 Fleet Mortgage Group, Inc. Note... 6.500% 09/15/99 2,761,800
3,750,000 Ford Motor Credit Co. Note........ 8.450% 12/30/98 3,744,150
2,900,000 General Motors Acceptance Corp.
Deb. ............................ 8.400% 01/15/99 2,898,811
2,500,000 General Motors Acceptance Corp.
Note............................. 7.050% 02/02/98 2,396,900
</TABLE>
B-33
<PAGE>
METROPOLITAN SERIES FUND, INC.
DIVERSIFIED PORTFOLIO
SCHEDULE OF INVESTMENTS AS OF DECEMBER 31, 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
DATE OR
RANGE OF
FACE INTEREST STATED VALUE
AMOUNT ISSUE RATE MATURITIES (NOTE 1A)
------ ----- -------- ---------- ---------
<C> <S> <C> <C> <C>
$4,325,000 General Motors Acceptance Corp.
Note........................... 7.850% 11/17/97 $ 4,246,112
1,200,000 Greyhound Financial Global
Notes.......................... 9.125% 2/27/02 1,221,096
+2,300,000 Household Affinity Master Tr. 1 3/15/97-
93-3A.......................... 3.545% 3/15/99 2,297,838
+3,200,000 Household Affinity Master Tr. 1 5/15/99-
94-1A.......................... 3.650% 5/15/01 3,180,992
1,500,000 PennCorp Financial Group Sr. 12/15/98-
Sub. Nts. ..................... 9.250% 12/15/03 1,320,000
2,900,000 Sears Credit Acct. Master Tr. II 1/15/99-
94-1........................... 7.000% 1/15/04 2,764,969
1,934,933 Tandy Master Trust 4/15/95-
1991-A......................... 8.250% 4/15/99 1,939,151
------------
32,054,579
------------
GOVERNMENT SPONSORED (0.8%)
2,250,000 Big River Electric Cooperative 12/15/97-
Trust Cert..................... 10.700% 12/15/17 2,463,098
3,750,000 Deseret Generation Cooperative 11/15/95-
Trust Cert..................... 10.110% 11/15/96 4,072,763
821,137 Government Trust Certificates 2- 9/15/97-
D.............................. 9.250% 9/15/17 838,069
------------
7,373,930
------------
INDUSTRIAL-MISCELLANEOUS (4.4%)
192,500 American Medical International.. 6.500% 5/30/97 177,327
1,500,000 American Medical International 10/15/96-
Sr. Note....................... 11.000% 10/15/00 1,560,000
2,000,000 Anacomp, Inc.................... 15.000% 11/01/95-
11/01/00 2,100,000
200,000 Anacomp International NV Conv. . 9.000% 1/15/96 194,000
100,000 Bayou Steel Corp 1st Mortgage
Note........................... 10.250% 3/01/01 90,000
100,000 Carbide/Graphite Group Sr.
Notes.......................... 11.500% 9/01/03 101,000
1,500,000 Chevron Corp. Profit Sharing 12/01/01-
Amort. Note.................... 8.110% 12/01/04 1,462,005
250,000 Comcast Cellular Corp. Ser. B
Sr. Notes...................... 0.000% 3/05/00 167,500
</TABLE>
<TABLE>
<CAPTION>
DATE OR
RANGE OF
FACE INTEREST STATED VALUE
AMOUNT ISSUE RATE MATURITIES (NOTE 1A)
------ ----- -------- ---------- ---------
<C> <S> <C> <C> <C>
$1,250,000 Continental Cablevision Sr.
Deb. ........................... 9.000% 9/01/08 $ 1,125,000
900,000 Continental Cablevision Sr. 8/01/05-
Debs. .......................... 9.500% 8/01/13 823,500
2,000,000 Crown Packaging Holdings Ltd. Sr. 11/01/98-
Note Series B................... 10.750% 11/01/00 1,910,000
+500,000 Crown Packaging Holdings Ltd. Sr. 11/01/98-
Sub. Notes...................... 0.000% 11/01/03 220,000
100,000 Dual Drilling Co. Sr. Sub. Notes. 9.875% 1/15/04 89,000
5,000,000 Eastman Chemical Co. Deb. ....... 7.250% 1/15/24 4,152,150
+248,000 Food 4 Less Sr. Disc. Notes Ser.
B............................... 0.000% 12/15/04 183,520
750,000 Gaylord Container Corp. Sr.
Notes........................... 11.500% 5/15/01 772,500
500,000 Grand Union Sr. Notes............ 11.250% 7/15/00 445,000
2,375,000 Haynes International Inc. Sr.
Sec. Notes...................... 11.250% 6/15/98 2,137,500
2,000,000 John Q. Hammons Hotels 1st
Mortgage Notes.................. 8.875% 2/15/04 1,730,000
2,000,000 4/01/98-
HealthSouth Sr. Sub. Notes....... 9.500% 4/01/01 1,925,000
750,000 10/01/97-
Heritage Media Sr. Sub. Notes.... 11.000% 10/01/02 735,000
2,500,000 2/15/98-
Kaiser Aluminum Sr. Notes........ 9.875% 2/15/02 2,293,750
2,000,000 2/01/99-
Koppers Industries Sr. Notes..... 8.500% 2/01/04 1,780,000
1,000,000 7/15/97-
Lear Seating Sr. Sub. Notes...... 11.250% 7/15/00 1,020,000
1,550,000 2/01/98-
Lear Seating Sub. Notes.......... 8.250% 2/01/02 1,364,000
2,125,000 Loews Corp. Sr. 10/15/03-
Notes........................... 7.000% 10/15/23 1,660,156
625,000 3/01/96-
Motor Wheel Sr. Note Series B.... 11.500% 3/01/00 578,125
1,000,000 2/01/99-
Paging Network Sr. Sub. Notes.... 8.875% 2/01/06 780,000
2,500,000 12/15/98-
Penn Traffic Co. Sr. Notes....... 8.625% 12/15/03 2,187,500
2,450,000 Presidio Oil Sr. Secured Notes 9/15/96-
Ser. B.......................... 11.500% 9/15/00 1,776,250
</TABLE>
B-34
<PAGE>
METROPOLITAN SERIES FUND, INC.
DIVERSIFIED PORTFOLIO
SCHEDULE OF INVESTMENTS AS OF DECEMBER 31, 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
DATE OR
RANGE OF
FACE INTEREST STATED VALUE
AMOUNT ISSUE RATE MATURITIES (NOTE 1A)
------ ----- -------- ---------- ---------
<C> <S> <C> <C> <C>
$ +100,000 Presidio Oil Sr. Sub. Gas Index
Notes.......................... 14.050% 7/15/02 $ 55,000
130,000 Santa Fe Hotel 1st Mortgage
Units.......................... 11.000% 12/15/00 117,000
500,000 Sifto Canada, Inc. ............. 8.500% 7/15/00 445,000
750,000 Southern Pacific Rail Corp. Sr. 8/15/98-
Notes.......................... 9.375% 8/15/05 693,750
770,000 Southern Pacific Transportation 7/01/97-
Sr. Sec. Note.................. 10.500% 7/01/99 781,550
250,000 Southwest Forest Industries Sub.
Debs. ......................... 12.125% 9/15/01 251,250
300,000 Sullivan Graphics, Inc. ........ 15.000% 2/01/00 318,000
500,000 UCC Investors Holdings Sr.
Notes.......................... 10.500% 5/01/02 492,500
300,000 Wilrig AS Sr. Sec. Notes........ 11.250% 3/15/04 264,750
------------
38,958,583
------------
MORTGAGE BACKED (1.4%)
3,223,601 Countrywide, Inc. Series 1993-E 1/25/95-
A-1 PAC........................ 6.500% 1/25/24 3,116,315
1,464,681 Prudential Home Mtg. Series 93- 8/25/97-
29 A-6 PAC..................... 6.750% 8/25/08 1,385,954
3,700,000 Prudential Home Mtg. Series 93- 1/25/97-
54 A-21 PAC.................... 5.500% 1/25/24 3,281,419
1,485,468 Residential Funding Corp. 93-S25 7/25/97-
A-1 PAC........................ 6.500% 7/25/08 1,393,547
3,401,738 Residential Funding Corp. 93-S49 12/25/96-
A-1 PAC........................ 6.000% 12/25/08 3,292,236
------------
12,469,471
------------
TOTAL CORPORATE BONDS
(Cost: $109,564,775)--11.5%......................... 102,775,531
------------
</TABLE>
<TABLE>
<CAPTION>
DATE OR
RANGE OF
FACE INTEREST STATED VALUE
AMOUNT ISSUE RATE MATURITIES (NOTE 1A)
------ ----- -------- ---------- ---------
<C> <S> <C> <C> <C>
FEDERAL TREASURY OBLIGATIONS
$65,250,000 U.S. Treasury Bond............... 8.125% 8/15/21 $ 66,350,768
6,600,000 U.S. Treasury Note............... 5.750% 8/15/03 5,735,796
1,400,000 U.S. Treasury Note............... 5.125% 6/30/98 1,285,158
2,825,000 U.S. Treasury Note............... 6.375% 8/15/02 2,586,627
11,750,000 U.S. Treasury Note............... 8.000% 5/15/01 11,841,768
56,700,000 U.S. Treasury Note............... 7.125% 9/30/99 55,069,875
5,550,000 U.S. Treasury Note............... 5.875% 5/31/96 5,429,454
13,050,000 U.S. Treasury Note............... 8.500% 5/15/97 13,243,662
4,600,000 U.S. Treasury Note............... 5.875% 3/31/99 4,273,676
17,000,000 U.S. Treasury Note............... 7.875% 7/31/96 17,069,020
------------
TOTAL FEDERAL TREASURY OBLIGATIONS
(Cost: $187,900,321)--20.5% ......................... 182,885,804
------------
FEDERAL AGENCY OBLIGATIONS
489,557 5/01/97-
CMO Trust 21-Y (FNMA PAC).......... 8.100% 5/01/17 470,430
1,980,001 Federal Home Loan Mortgage
Corporation..................... 6.500% 12/01/07 1,814,790
2,623,500 Federal Home Loan Mortgage
Corporation..................... 7.500% 12/01/24 2,450,506
2,271,787 Federal Home Loan Mortgage
Corporation..................... 6.500% 2/01/09 2,082,230
2,874,148 Federal Home Loan Mortgage
Corporation..................... 6.500% 5/01/09 2,634,329
1,100,687 Federal Home Loan Mortgage
Corporation..................... 8.000% 12/01/99 1,055,284
785,110 Federal Home Loan Mortgage
Corporation..................... 8.000% 7/01/24 752,725
2,014,552 Federal Home Loan Mortgage
Corporation..................... 8.000% 8/01/24 1,931,452
1,000,000 Federal Home Loan Mortgage
Corporation..................... 7.500% 1/01/99 934,375
1,100,829 Federal National Mortgage
Association..................... 7.250% 9/01/07 1,035,561
</TABLE>
B-35
<PAGE>
METROPOLITAN SERIES FUND, INC.
DIVERSIFIED PORTFOLIO
SCHEDULE OF INVESTMENTS AS OF DECEMBER 31, 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
DATE OR
RANGE OF
FACE INTEREST STATED VALUE
AMOUNT ISSUE RATE MATURITIES (NOTE 1A)
------ ----- -------- ---------- ---------
<C> <S> <C> <C> <C>
$ 4,935,712 Federal National Mortgage
Association.................... 7.000% 12/01/07 $ 4,791,145
71,743 Federal National Mortgage
Association.................... 9.000% 4/01/16 72,198
2,228,288 Federal National Mortgage
Association.................... 8.500% 2/01/09 2,233,056
1,859,082 Federal National Mortgage
Association.................... 8.000% 6/01/08 1,790,965
844,719 Federal National Mortgage
Association.................... 9.000% 5/01/09 850,075
3,328,564 Federal National Mortgage
Association.................... 7.000% 2/01/24 3,020,672
3,800,508 Federal National Mortgage
Association.................... 7.000% 5/01/24 3,448,961
4,950,000 Federal National Mortgage
Association.................... 7.000% 1/12/25 4,492,125
5,200,000 Federal National Mortgage 6/25/96
Association.................... 5.410% 6/25/98 4,796,116
1,233,516 Federal National Mortgage 9/25/96
Association.................... 7.000% 9/25/19 1,176,848
1,041,782 Federal National Mortgage 1/1/95
Association ................... 7.500% 3/25/18 1,032,010
1,000,000 Federal National Mortgage 2/25/07
Association ................... 7.500% 2/25/00 932,180
3,500,000 Federal National Mortgage 2/25/04
Association.................... 6.750% 2/25/21 3,104,045
449,968 Government National Mortgage
Association.................... 8.000% 9/15/07 445,373
832,884 Government National Mortgage
Association.................... 8.000% 9/15/22 796,179
</TABLE>
<TABLE>
<CAPTION>
DATE OR
RANGE OF
FACE INTEREST STATED VALUE
AMOUNT ISSUE RATE MATURITIES (NOTE 1A)
------ ----- -------- ---------- ---------
<C> <S> <C> <C> <C>
$ 2,295,400 Government National
Mortgage Association.... 8.000% 2/15/24 $ 2,194,242
321,751 Government National
Mortgage Association.... 8.000% 9/15/24 307,571
9,241,500 Government National
Mortgage Association.... 6.500% 7/15/24 8,008,314
------------
TOTAL FEDERAL AGENCY OBLIGATIONS
(Cost: $59,806,395)--6.6% ................... 58,653,757
------------
FOREIGN OBLIGATIONS
AUD 6,400,000 Australian Government.... 9.000% 9/15/04 $ 4,647,494
CAD 5,800,000 Canadian Government...... 6.750% 12/01/01 4,267,846
CAD 3,000,000 Canadian Government...... 7.500% 12/01/03 1,927,630
DKK 55,200,000 Danish Government........ 9.000% 11/15/00 9,072,978
ITL 6,200,000,000 Italian Government....... 8.500% 4/01/99 3,407,371
ESP 200,000,000 Spanish Government....... 8.300% 12/15/98 1,364,482
ESP 300,000,000 Spanish Government....... 10.900% 8/30/03 2,162,393
GBP 500,000 U K Treasury Gilt........ 7.000% 11/06/01 712,917
GBP 2,400,000 U K Treasury Stock....... 9.750% 8/27/02 3,932,481
------------
TOTAL FOREIGN OBLIGATIONS
(Cost: $32,657,146)--3.5% ................... 31,495,592
------------
</TABLE>
B-36
<PAGE>
METROPOLITAN SERIES FUND, INC.
DIVERSIFIED PORTFOLIO
SCHEDULE OF INVESTMENTS AS OF DECEMBER 31, 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
DATE OR
RANGE OF
FACE INTEREST STATED VALUE
AMOUNT ISSUE RATE MATURITIES (NOTE 1A)
------ ----- -------- ---------- ---------
<C> <S> <C> <C> <C>
YANKEE BONDS
US$ 2,900,000 Basque Country................ 8.000% 9/21/04 $ 2,820,801
US$ 1,800,000 Bell Canada Deb. ............. 13.375% 10/15/10 1,964,016
US$ 2,200,000 Carter Holt Harvey Deb........ 9.500% 12/01/24 2,273,370
US$ 2,500,000 Hydro Quebec Deb Ser HS....... 9.400% 2/01/21 2,592,325
US$ 1,650,000 Province of Manitoba Deb Ser
CD........................... 9.250% 4/01/20 1,733,309
US$ 700,000 Province of Manitoba Deb Ser
CO........................... 8.875% 9/15/21 711,865
US$ 2,300,000 Province of Manitoba Global
Notes........................ 6.750% 3/01/03 2,087,273
US$ 2,100,000 Province of Ontario Global
Bond......................... 7.375% 1/27/03 1,977,549
US$ 2,500,000 Province of Quebec Global
Notes........................ 7.500% 7/15/23 2,115,500
------------
TOTAL YANKEE BONDS
(Cost: $19,350,533)--2.0% ........................ 18,276,008
------------
</TABLE>
<TABLE>
<CAPTION>
DATE OR
RANGE OF
FACE INTEREST STATED VALUE
AMOUNT ISSUE RATE MATURITIES (NOTE 1A)
------ ----- -------- ---------- ---------
<C> <S> <C> <C> <C>
SHORT-TERM OBLIGATIONS
$ 3,390,000 American Express Credit Corp. ... 4.00% 1/03/95 $ 3,390,000
1,627,000 American Express Credit Corp. ... 5.83% 1/03/95 1,627,000
11,668,000 Ford Motor Credit Co. ........... 5.88% 1/04/95 11,668,000
454,000 Ford Motor Credit Co. ........... 5.82% 1/12/95 454,000
2,891,000 Ford Motor Credit Co. ........... 5.88% 1/03/95 2,891,000
------------
TOTAL SHORT-TERM OBLIGATIONS
(Cost: $20,030,000)--2.2% ........................... 20,030,000
------------
TOTAL INVESTMENTS
(Cost: $903,011,039)--99.6% ......................... 889,565,890
------------
OTHER ASSETS LESS LIABILITIES--0.4% .................. 3,259,838
------------
NET ASSETS--EQUIVALENT TO $13.40 PER SHARE,
66,633,553 SHARES OF CAPITAL STOCK OUTSTANDING--
100.0%............................................... $892,825,728
============
</TABLE>
*Non-income producing security.
+Variable rate security. Interest rate as of 12/31/94.
#Interest or dividend is Paid-in-Kind.
See Notes to Financial Statements.
B-37
<PAGE>
METROPOLITAN SERIES FUND, INC.
AGGRESSIVE GROWTH PORTFOLIO
SCHEDULE OF INVESTMENTS AS OF DECEMBER 31, 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
VALUE
ISSUE SHARES (NOTE 1A)
- ----- ------- ------------
<S> <C> <C>
COMMON STOCK
AIRLINE (1.0%)
*Northwest Airlines Corp. Cl. A........................... 368,700 $ 5,830,069
------------
AUTOMOTIVE( 0.6%)
Danaher Corp. ............................................ 47,800 2,497,550
*Team Rental Group, Inc. Cl. A............................ 122,600 1,149,375
------------
3,646,925
------------
BUSINESS SERVICES (2.6%)
*Medaphis Corp. .......................................... 94,800 4,384,500
*Norrell Corp. ........................................... 110,300 2,095,700
*Tellabs, Inc. ........................................... 44,300 2,464,187
*Viking Office Products, Inc. ............................ 209,100 6,403,687
------------
15,348,074
------------
CHEMICAL (1.3%)
Atlantic Richfield Co. ................................... 130,800 3,417,150
Praxair, Inc. ............................................ 203,900 4,179,950
------------
7,597,100
------------
COMPUTER SOFTWARE & SERVICE (9.9%)
*Bay Networks, Inc. ...................................... 126,000 3,701,250
*BMC Software, Inc. ...................................... 194,600 11,067,875
*Compuware Corp. ......................................... 142,400 5,108,600
*DSP Group, Inc. ......................................... 139,800 2,673,675
*EMC Corp. ............................................... 184,300 3,985,487
*Informix Corp. .......................................... 306,800 9,836,775
*Lotus Development Corp. ................................. 322,000 13,242,250
*Oracle Systems Corp. .................................... 66,800 2,955,900
*Wave Systems Corp. ...................................... 133,600 409,150
*Xilinx, Inc. ............................................ 90,300 5,338,987
------------
58,319,949
------------
DIVERSIFIED (1.0%)
Johnson Controls, Inc. ................................... 96,800 4,743,200
*Thermedics, Inc. ........................................ 94,950 1,210,612
------------
5,953,812
------------
DRUG (0.8%)
*Cephalon, Inc. .......................................... 94,900 771,062
*Cima Laboratories, Inc. ................................. 160,000 1,640,000
*Healthdyne Technologies, Inc. ........................... 1 9
*Vertex Pharmaceuticals, Inc. ............................ 150,400 2,237,200
------------
4,648,271
------------
</TABLE>
<TABLE>
<CAPTION>
VALUE
ISSUE SHARES (NOTE 1A)
- ----- ------- ------------
<S> <C> <C>
ELECTRICAL EQUIPMENT (0.3%)
*American Power Conversion................................. 125,100 $ 2,040,694
------------
ELECTRONICS (19.3%)
*Analog Devices............................................ 355,700 12,493,962
*California Microwave, Inc. ............................... 74,500 2,700,625
*Ericsson (L M) Tel. Co. ADR Cl. B......................... 145,500 8,038,875
Hewlett Packard Co. ....................................... 117,300 11,715,337
*International Rectifier Corp. ............................ 159,500 3,867,875
*Lam Research Corp. ....................................... 110,300 4,094,887
*LSI Logic Corp. .......................................... 319,900 12,915,962
Motorola, Inc. ............................................ 344,200 19,920,575
*Novellus Systems, Inc. ................................... 73,700 3,675,787
*Samsung Electronics Ltd. GDS. ............................ 70,500 3,278,250
*Sanmina Holdings, Inc. ................................... 215,400 5,923,500
Sensormatic Electronics.................................... 125,500 4,518,000
*SGS-Thomson Microelectronics NV........................... 231,900 5,275,725
*Silicon Graphics, Inc. ................................... 224,900 6,943,787
Telxon Corp. .............................................. 333,600 4,628,700
*Teradyne, Inc. ........................................... 112,200 3,800,775
------------
113,792,622
------------
FINANCIAL SERVICES (0.5%)
Federal National Mortgage Assoc. .......................... 38,100 2,776,537
------------
FOOD & BEVERAGE( 1.2%)
*Starbucks Corp............................................ 249,500 6,814,469
------------
HOSPITAL SUPPLY (9.0%)
*American Medical Response, Inc. .......................... 102,000 2,945,250
*Arbor Health Care Co. .................................... 107,100 2,168,775
Beverly Enterprises........................................ 194,000 2,788,750
*Careline, Inc. ........................................... 60,000 412,500
*Coram Healthcare Corp. ................................... 161,200 2,659,800
*FHP International Corp. .................................. 190,100 4,847,550
*Genesis Health Ventures, Inc. ............................ 69,700 2,204,262
*Haemonetics Corp. ........................................ 192,500 3,320,625
*Health Management Associates Cl. A........................ 195,262 4,881,550
*Healthsource, Inc. ....................................... 189,900 7,762,163
*Horizon Healthcare Corp. ................................. 112,500 3,150,000
*KLA Instruments Corp. .................................... 119,700 5,880,263
*Medisense, Inc. .......................................... 110,000 2,536,875
*Sun Healthcare, Inc. ..................................... 260,100 6,600,038
*Theratx, Inc. ............................................ 59,500 1,152,813
------------
53,311,214
------------
</TABLE>
B-38
<PAGE>
METROPOLITAN SERIES FUND, INC.
AGGRESSIVE GROWTH PORTFOLIO
SCHEDULE OF INVESTMENTS AS OF DECEMBER 31, 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
VALUE
ISSUE SHARES (NOTE 1A)
- ----- ------- ------------
<S> <C> <C>
HOTEL & RESTAURANT (4.7%)
*Hospitality Franchise System, Inc. ....................... 373,100 $ 9,887,150
La Quinta Inns, Inc. ...................................... 110,812 2,368,607
*Mirage Resorts, Inc. ..................................... 286,400 5,871,200
*National Gaming Corp. .................................... 49,300 610,088
*Promus Companies Inc. .................................... 288,200 8,934,200
------------
27,671,245
------------
INSURANCE (7.1%)
Aetna Life & Casualty Insurance Co. ....................... 60,800 2,865,200
American International Group, Inc. ........................ 57,500 5,635,000
*American Re Corp. ........................................ 48,400 1,560,900
Chubb Corp. ............................................... 74,000 5,725,750
Cigna Corp. ............................................... 45,300 2,865,225
General Re Corp. .......................................... 68,300 8,452,125
Lincoln National Corp. .................................... 79,600 2,786,000
*Mid Ocean Ltd. ........................................... 54,800 1,489,875
SAFECO Corp. .............................................. 50,800 2,647,950
Saint Paul Cos., Inc. ..................................... 75,800 3,392,050
The Equitable Companies, Inc. ............................. 111,200 2,015,500
UNUM Corp. ................................................ 72,100 2,721,775
------------
42,157,350
------------
MACHINERY (2.1%)
*AGCO Corp. ............................................... 107,400 3,262,275
*Detroit Diesel Corp. ..................................... 73,400 1,568,925
Illinois Tool Works Co. ................................... 61,400 2,686,250
*Varity Corp. ............................................. 137,900 4,998,875
------------
12,516,325
------------
METAL & MINING (1.0%)
*AK Steel Holding Corp. Conv. Pfd. ........................ 182,200 5,716,525
------------
OFFICE EQUIPMENT (1.7%)
Apple Computer, Inc. ...................................... 150,900 5,866,238
*Sun Microsystems, Inc. ................................... 122,700 4,348,181
------------
10,214,419
------------
PERSONAL CARE (2.2%)
Exide Corp. ............................................... 93,600 5,265,000
*Interim Services, Inc. ................................... 80,800 1,984,650
*Oxford Health Plans, Inc. ................................ 45,800 3,646,825
*Robert Half International, Inc. .......................... 84,400 2,025,600
------------
12,922,075
------------
</TABLE>
<TABLE>
<CAPTION>
VALUE
ISSUE SHARES (NOTE 1A)
- ----- ------- ------------
<S> <C> <C>
PRINTING & PUBLISHING (0.8%)
*British Sky Broadcasting Group ADR....................... 42,300 $ 1,015,200
News Corp. Ltd. ADS....................................... 171,000 2,671,875
*News Corp. Pref ADS...................................... 85,500 1,186,313
------------
4,873,388
------------
RECREATION (0.8%)
*The Sports Club Co. ..................................... 167,000 1,127,250
*Viacom, Inc. Cl. B....................................... 90,600 3,680,625
------------
4,807,875
------------
RETAIL TRADE (16.2%)
*AnnTaylor Stores Corp. .................................. 108,400 3,726,250
*Cyrk, Inc. .............................................. 65,300 2,701,788
*Department 56, Inc. ..................................... 94,200 3,744,450
Dollar General Corp. ..................................... 226,400 6,735,400
*EZCORP., Inc. Cl. A...................................... 261,800 2,781,625
*General Nutrition Centers, Inc. ......................... 165,200 4,749,500
Industrie Natuzzi SPA ADR................................. 116,300 3,954,200
*Jan Bell Marketing, Inc. (Wts.).......................... 227 0
*Michaels Stores, Inc. ................................... 128,200 4,438,925
*Micro Warehouse, Inc. ................................... 179,000 6,309,750
*Nine West Group, Inc. ................................... 190,900 5,416,788
*Office Depot, Inc. ...................................... 389,150 9,339,600
*Office Max, Inc. ........................................ 99,300 2,631,450
*Petsmart, Inc. .......................................... 181,100 6,225,313
*Staples, Inc. ........................................... 249,700 6,148,863
*Stein Mart, Inc. ........................................ 205,300 2,591,913
*Sunglass Hut International, Inc. ........................ 426,800 9,869,750
*The Gymboree Corp. ...................................... 164,400 4,736,775
*The Sports Authority, Inc. .............................. 58,100 1,220,100
The Talbots, Inc. ........................................ 53,400 1,668,750
Wal-Mart Stores........................................... 239,400 5,087,250
*Williams Sonoma, Inc. ................................... 29,250 884,813
------------
94,963,253
------------
TEXTILE & APPAREL (3.7%)
*Fila Holdings S.P.A. ADR................................. 187,200 3,697,200
*Men's Wearhouse, Inc. ................................... 293,350 6,563,706
*Nautica Enterprises, Inc. ............................... 87,900 2,637,000
*Tommy Hilfiger Corp. .................................... 194,200 8,763,275
------------
21,661,181
------------
UTILITIES--NATURAL GAS (0.6%)
Nova Corp of Alberta ..................................... 405,100 3,747,175
------------
</TABLE>
B-39
<PAGE>
METROPOLITAN SERIES FUND, INC.
AGGRESSIVE GROWTH PORTFOLIO
SCHEDULE OF INVESTMENTS AS OF DECEMBER 31, 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
VALUE
ISSUE SHARES (NOTE 1A)
- ----- ------- ------------
<S> <C> <C>
UTILITIES--TELEPHONE (5.9%)
*AirTouch Communications, Inc. ............................ 204,400 $ 5,953,150
*Cidco, Inc. .............................................. 164,800 4,799,800
*MFS Communications, Inc. ................................. 38,400 1,267,200
*Nokia Corp. ADS........................................... 273,100 20,482,500
Vodafone Group PLC ADR..................................... 74,400 2,501,700
------------
35,004,350
------------
TOTAL COMMON STOCK (Cost: $502,143,087)--94.3%..................... 556,334,897
------------
</TABLE>
<TABLE>
<CAPTION>
FACE INTEREST MATURITY VALUE
AMOUNT ISSUE RATE DATE (NOTE 1A)
------ ----- -------- -------- ---------
<C> <S> <C> <C> <C>
SHORT-TERM OBLIGATIONS
$ 685,000 American Express Credit Corp. .... 5.250% 1/03/95 685,000
5,524,000 American Express Credit Corp. .... 4.000% 1/03/95 5,524,000
11,969,000 Ford Motor Credit Co. ............ 5.980% 1/05/95 11,969,000
12,138,000 Ford Motor Credit Co. ............ 5.900% 1/10/95 12,138,000
318,000 Ford Motor Credit Co. ............ 5.780% 1/10/95 318,000
------------
TOTAL SHORT-TERM OBLIGATIONS
(Cost: $30,634,000)--5.2%........................... 30,634,000
------------
TOTAL INVESTMENTS
(Cost: $532,777,087)--99.5%......................... 586,968,897
OTHER ASSETS LESS LIABILITIES--0.5%.................. 3,077,952
------------
NET ASSETS--EQUIVALENT TO $22.05 PER
SHARE, 26,754,085 SHARES OF CAPITAL
STOCK OUTSTANDING--100.0%........................... $590,046,849
============
</TABLE>
* Non-income producing security.
See Notes to Financial Statements.
B-40
<PAGE>
METROPOLITAN SERIES FUND, INC.
STOCK INDEX PORTFOLIO
SCHEDULE OF INVESTMENTS AS OF DECEMBER 31, 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
VALUE
ISSUE SHARES (NOTE 1A)
- ----- ------- ------------
<S> <C> <C>
COMMON STOCK
AEROSPACE (1.8%)
Boeing Co. ................................................ 34,150 $ 1,596,512
General Dynamics Corp. .................................... 5,200 226,200
Lockheed Corp. ............................................ 5,100 370,387
Martin Marietta Corp. ..................................... 12,400 550,250
McDonnell Douglas Corp. ................................... 4,600 653,200
Northrop Grumman Corp. .................................... 7,900 331,800
Raytheon Co. .............................................. 12,800 817,600
Rockwell International Corp. .............................. 19,400 693,550
Textron, Inc. ............................................. 12,300 619,612
United Technologies Corp. ................................. 10,800 679,050
------------
6,538,161
------------
AIRLINES (0.4%)
*AMR Corp. ................................................ 5,200 276,900
Delta Airlines, Inc. ...................................... 6,000 303,000
*Federal Express Corp. .................................... 4,300 259,075
Southwest Airlines Corp. .................................. 15,400 257,950
*USAIR Group Inc. ......................................... 53,600 234,500
------------
1,331,425
------------
AUTOMOTIVE (3.0%)
Chrysler Corp. ............................................ 36,900 1,808,100
Cummins Engine, Inc. ...................................... 5,400 244,350
Dana Corp. ................................................ 10,000 233,750
Eaton Corp. ............................................... 6,900 341,550
Echlin, Inc. .............................................. 10,500 315,000
Ford Motor Co. ............................................ 107,000 2,996,000
General Motors Corp. ...................................... 75,670 3,197,057
Genuine Parts Co. ......................................... 11,850 426,600
*Navistar International Corp. ............................. 12,710 192,239
Paccar, Inc. .............................................. 5,865 258,060
Snap-On, Inc. ............................................. 7,100 236,075
Timken Co. ................................................ 9,200 324,300
TRW, Inc. ................................................. 4,500 297,000
------------
10,870,081
------------
BANKING (5.4%)
Ahmanson H.F. & Co. ....................................... 19,400 312,825
Banc One Corp. ............................................ 43,705 1,109,014
Bank Of Boston Corp. ...................................... 10,381 268,608
BankAmerica Corp. ......................................... 37,076 1,464,502
Bankers Trust N.Y. Corp. .................................. 7,300 404,237
Barnett Banks, Inc. ....................................... 13,900 533,412
Boatmens Bancshares, Inc. ................................. 900 24,581
</TABLE>
<TABLE>
<CAPTION>
VALUE
ISSUE SHARES (NOTE 1A)
- ----- ------- ------------
<S> <C> <C>
Chase Manhattan Corp. ..................................... 22,081 $ 759,034
Chemical Banking Corp. .................................... 29,670 1,064,411
Citicorp................................................... 41,359 1,711,229
Corestates Financial Corp. ................................ 10,200 265,200
First Chicago Corp. ....................................... 11,690 558,197
First Fidelity Banc Corp. ................................. 11,100 498,112
First Interstate Bancorp................................... 7,900 534,237
First Union Corp. ......................................... 17,400 719,925
Fleet Financial Group, Inc. ............................... 16,200 526,500
Golden West Financial Corp. ............................... 8,300 292,575
Great Western Financial Corp. ............................. 17,500 280,000
KeyCorp.................................................... 20,003 500,075
MBNA Corp. ................................................ 16,500 385,687
Mellon Bank Corp. ......................................... 14,400 441,000
J.P. Morgan & Co., Inc. ................................... 21,499 1,203,944
NBD Bancorp, Inc. ......................................... 14,700 402,412
National City Corp. ....................................... 15,400 398,475
NationsBank Corp. ......................................... 32,308 1,457,898
Norwest Corp. ............................................. 33,300 778,387
PNC Bank Corp. ............................................ 19,500 411,937
Shawmut National Corp. .................................... 11,700 191,587
Suntrust Banks, Inc. ...................................... 9,800 467,950
U.S. Bancorp............................................... 14,100 317,250
Wachovia Corp. ............................................ 13,500 435,375
Wells Fargo & Co. ......................................... 6,636 962,220
------------
19,680,796
------------
BEVERAGES (5.4%)
American Brands, Inc. ..................................... 25,500 956,250
Anheuser Busch............................................. 25,300 1,287,137
Brown Forman Corp. ........................................ 11,700 356,850
Coca Cola Co. ............................................. 133,400 6,870,100
Coors, Adolph Co. ......................................... 20,800 351,000
PepsiCo, Inc. ............................................. 85,700 3,106,625
Philip Morris Cos., Inc. .................................. 89,700 5,157,750
Seagram Ltd. .............................................. 35,100 1,035,450
UST, Inc. ................................................. 19,100 530,025
------------
19,651,187
------------
BUILDING (1.0%)
Armstrong World Industries, Inc. .......................... 7,500 288,750
Crane Co. ................................................. 5,200 139,750
Dover Corp. ............................................... 4,500 232,312
Fleetwood Enterprises, Inc. ............................... 17,700 331,875
Georgia-Pacific Corp. ..................................... 7,100 507,650
</TABLE>
B-41
<PAGE>
METROPOLITAN SERIES FUND, INC.
STOCK INDEX PORTFOLIO
SCHEDULE OF INVESTMENTS AS OF DECEMBER 31, 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
VALUE
ISSUE SHARES (NOTE 1A)
- ----- ------- ------------
<S> <C> <C>
Louisiana Pacific Corp. ................................... 8,600 $ 234,350
Mallinckrodt Group ........................................ 8,000 239,000
Masco Corp. ............................................... 11,400 257,925
*Owens Corning Fiberglas Corp. ............................ 17,300 553,600
Stanley Works.............................................. 7,800 278,850
Weyerhaeuser Co. .......................................... 17,500 656,250
------------
3,720,312
------------
CHEMICAL (3.9%)
Air Products & Chemicals, Inc. ............................ 9,800 437,325
Allied-Signal Corp. ....................................... 28,500 969,000
Avery Dennison Corp. ...................................... 6,600 234,300
Dow Chemical Co. .......................................... 29,000 1,950,250
Du Pont E.I. De Nemours & Co. ............................. 71,300 4,010,625
Eastman Chemical........................................... 6,675 337,087
*FMC Corp. ................................................ 5,800 334,950
First Mississippi Corp. ................................... 19,400 485,000
Grace, W. R. & Co. ........................................ 6,200 239,475
Great Lakes Chemical Corp. ................................ 8,900 507,300
Hercules, Inc. ............................................ 3,000 346,125
Monsanto Co. .............................................. 11,200 789,600
Morton International, Inc. ................................ 11,400 324,900
Nalco Chemical Co. ........................................ 9,800 328,300
Pall Corp. ................................................ 20,966 393,112
PPG Industries, Inc. ...................................... 26,000 965,250
Praxair, Inc. ............................................. 24,500 502,250
Rohm & Haas Co. ........................................... 8,000 457,000
Union Carbide Corp. ....................................... 15,200 446,500
Williams Cos., Inc. ....................................... 8,100 203,512
------------
14,261,861
------------
CONTAINER (0.2%)
Bemis, Inc. ............................................... 18,800 451,200
*Crown Cork & Seal, Inc. .................................. 6,900 260,475
------------
711,675
------------
COSMETICS (0.8%)
Alberto Culver Co. Cl. B Cv. .............................. 10,700 291,575
Avon Products, Inc. ....................................... 6,400 382,400
Gillette Co. .............................................. 22,200 1,659,450
International Flavors & Fragrances......................... 13,500 624,375
------------
2,957,800
------------
DRUG (5.3%)
Allergan, Inc. ............................................ 13,000 367,250
*Alza Corp. ............................................... 13,400 241,200
</TABLE>
<TABLE>
<CAPTION>
VALUE
ISSUE SHARES (NOTE 1A)
- ----- ------- ------------
<S> <C> <C>
American Home Products Corp. .............................. 32,000 $ 2,008,000
*Amgen, Inc. .............................................. 13,400 789,762
Bausch & Lomb, Inc. ....................................... 15,300 518,287
Bristol Myers Squibb Co. .................................. 51,300 2,968,987
Eli Lilly & Co. ........................................... 30,500 2,001,562
McKesson Corp. ............................................ 4,200 137,025
Merck & Co., Inc. ......................................... 129,700 4,944,812
Pfizer, Inc. .............................................. 32,200 2,487,450
Schering-Plough Corp. ..................................... 18,200 1,346,800
Upjohn Co. ................................................ 13,100 402,825
Warner Lambert Co. ........................................ 13,800 1,062,600
------------
19,276,560
------------
ELECTRICAL CONNECTORS (0.3%)
AMP, Inc. ................................................. 10,800 785,700
Thomas & Betts Corp. ...................................... 5,200 349,050
------------
1,134,750
------------
ELECTRICAL EQUIPMENT (3.6%)
The Black & Decker Corp. .................................. 11,200 266,000
Briggs & Stratton Corp. ................................... 10,200 334,050
Emerson Electric Co. ...................................... 23,100 1,443,750
General Electric Co. ...................................... 176,300 8,991,300
General Signal Corp. ...................................... 8,300 264,562
Grainger, W.W., Inc. ...................................... 4,900 282,975
Johnson Controls, Inc. .................................... 4,100 200,900
Maytag Corp. .............................................. 15,600 234,000
Tandy Corp. ............................................... 5,700 285,713
Tyco International ........................................ 4,900 232,750
Westinghouse Electric Corp. ............................... 24,000 294,000
Whirlpool Corp. ........................................... 4,800 243,600
------------
13,073,600
------------
ELECTRONICS (3.8%)
*Advanced Micro Devices, Inc. ............................. 18,500 460,188
*DSC Communications Corp. ................................. 10,800 389,475
EG & G, Inc. .............................................. 6,100 253,913
E Systems, Inc. ........................................... 9,400 132,775
Harris Corp. .............................................. 7,300 310,250
Hewlett Packard Co. ....................................... 26,200 2,616,725
Intel Corp. ............................................... 43,200 2,754,000
Loral Corp. ............................................... 5,200 196,950
Micron Technology.......................................... 10,500 463,313
Millipore Corp. ........................................... 8,300 401,513
Motorola, Inc. ............................................ 61,400 3,553,525
*National Semiconductor Corp. ............................. 9,500 185,250
</TABLE>
B-42
<PAGE>
METROPOLITAN SERIES FUND, INC.
STOCK INDEX PORTFOLIO
SCHEDULE OF INVESTMENTS AS OF DECEMBER 31, 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
VALUE
ISSUE SHARES (NOTE 1A)
- ----- ------- ------------
<S> <C> <C>
Northern Telecom Ltd. ..................................... 25,200 $ 841,050
Perkin Elmer Corp. ........................................ 8,800 225,500
Scientific Atlanta ........................................ 16,300 342,300
Texas Instruments, Inc. ................................... 7,800 584,025
------------
13,710,752
------------
FINANCIAL SERVICES (2.4%)
American Express Co. ...................................... 50,506 1,489,927
Beneficial Corp. .......................................... 5,600 218,400
Dean Witter Discover Card.................................. 15,413 522,115
Federal Home Loan Mortgage Corp. .......................... 18,300 924,150
Federal National Mortgage Assoc. .......................... 28,100 2,047,788
First Data Corp. .......................................... 11,300 535,338
Household International Corp. ............................. 6,200 230,175
Merrill Lynch & Co., Inc. ................................. 22,500 804,375
Salomon, Inc. ............................................. 11,700 438,750
Transamerica Corp. ........................................ 6,500 323,375
Travelers, Inc. ........................................... 33,483 1,088,198
------------
8,622,591
------------
FOODS (2.9%)
Archer Daniels Midland Co. ................................ 56,247 1,160,094
CPC International, Inc. ................................... 13,400 713,550
Campbell Soup Co. ......................................... 25,200 1,111,950
Conagra, Inc. ............................................. 23,550 735,938
General Mills, Inc. ....................................... 17,100 974,700
H.J. Heinz Co. ............................................ 23,800 874,650
Hershey Foods Corp. ....................................... 7,000 338,625
Kellogg Co. ............................................... 21,600 1,255,500
Pet, Inc. ................................................. 14,500 286,375
Pioneer Hi Bred............................................ 7,100 243,175
Quaker Oats Co. ........................................... 14,200 436,650
Ralston Purina Co. ........................................ 11,700 522,113
Sara Lee Corp. ............................................ 56,000 1,414,000
Wm. Wrigley, Jr. Co. ...................................... 8,600 424,625
------------
10,491,945
------------
HOSPITAL MANAGEMENT (0.9%)
*Beverly Enterprises, Inc. ................................ 20,500 294,688
Columbia/HCA Healthcare.................................... 33,890 1,236,985
Manor Care, Inc. .......................................... 11,500 314,813
*National Medical Enterprises.............................. 18,700 264,138
U.S. Healthcare, Inc. ..................................... 15,400 633,325
United Healthcare.......................................... 14,900 672,363
------------
3,416,312
------------
</TABLE>
<TABLE>
<CAPTION>
VALUE
ISSUE SHARES (NOTE 1A)
- ----- ------- ------------
<S> <C> <C>
HOSPITAL SUPPLY (2.4%)
Abbott Laboratories....................................... 83,900 $ 2,737,238
Baxter International, Inc. ............................... 23,600 666,700
Becton Dickinson & Co. ................................... 7,200 345,600
*Biomet, Inc. ............................................ 23,000 319,125
Johnson & Johnson......................................... 66,200 3,624,450
Medtronic, Inc. .......................................... 9,800 545,125
*St. Jude Medical, Inc. .................................. 8,900 351,550
United States Surgical Corp. ............................. 7,700 146,300
------------
8,736,088
------------
HOTEL & RESTAURANT (1.0%)
Hilton Hotels Corp. ...................................... 4,800 323,400
Marriott International Inc. .............................. 12,400 348,750
McDonald's Corp. ......................................... 72,900 2,132,325
*Promus Cos., Inc. ....................................... 8,700 269,700
*Shoney's, Inc. .......................................... 11,300 144,075
Wendys International, Inc. ............................... 24,100 346,438
------------
3,564,688
------------
INDUSTRIALS--MISCELLANEOUS (1.8%)
Alco Standard Corp. ...................................... 5,500 345,125
Corning, Inc. ............................................ 22,700 678,163
Dial Corp. ............................................... 7,400 157,250
ITT Corp. ................................................ 11,800 1,045,775
Minnesota Mining & Manufacturing Co. ..................... 40,800 2,177,700
National Service Industries, Inc. ........................ 8,100 207,563
Newell Co. ............................................... 19,400 407,400
Raychem Corp. ............................................ 6,100 217,313
Rubbermaid, Inc. ......................................... 11,200 322,000
Tenneco, Inc. ............................................ 14,900 633,250
Whitman Corp. ............................................ 11,500 198,375
------------
6,389,914
------------
INSURANCE (2.7%)
Aetna Life & Casualty Co. ................................ 10,300 485,388
Alexander & Alexander Services, Inc. ..................... 13,400 247,900
American General Corp. ................................... 19,700 556,525
American International Group, Inc. ....................... 31,900 3,126,200
Chubb Corp. .............................................. 8,300 642,213
Cigna Corp. .............................................. 5,100 322,575
*Continental Corp. ....................................... 17,900 340,100
General RE Corp. ......................................... 7,200 891,000
Jefferson Pilot Corp. .................................... 6,000 311,250
Lincoln National Corp. ................................... 13,000 455,000
Marsh & McLennan Companies, Inc. ......................... 6,000 475,500
</TABLE>
B-43
<PAGE>
METROPOLITAN SERIES FUND, INC.
STOCK INDEX PORTFOLIO
SCHEDULE OF INVESTMENTS AS OF DECEMBER 31, 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
VALUE
ISSUE SHARES (NOTE 1A)
- ----- ------- ------------
<S> <C> <C>
Providian Corp. ........................................... 6,200 $ 191,425
SAFECO Corp. .............................................. 6,300 328,388
St. Paul Companies, Inc. .................................. 6,600 295,350
Torchmark Corp. ........................................... 7,900 275,513
USF&G Corp. ............................................... 30,300 412,838
UNUM Corp. ................................................ 6,800 256,700
USLife..................................................... 7,300 254,588
------------
9,868,453
------------
LEISURE (0.1%)
Brunswick Corp. ........................................... 18,200 343,525
Hasbro, Inc. .............................................. 6,100 178,425
------------
521,950
------------
MACHINERY (1.6%)
Browning Ferris Industries, Inc. .......................... 18,100 513,588
Caterpillar, Inc. ......................................... 19,200 1,058,400
*Clark Equipment Co. ...................................... 4,700 254,975
Cooper Industries, Inc. ................................... 7,800 266,175
Deere & Co. ............................................... 6,500 430,625
Fluor Corp. ............................................... 7,700 332,063
Foster Wheeler Corp. ...................................... 6,000 178,500
Harnischfeger Industries, Inc. ............................ 1,600 45,000
Honeywell, Inc. ........................................... 9,000 283,500
Illinois Tool Works, Inc. ................................. 10,200 446,250
Ingersoll Rand Co. ........................................ 7,100 223,650
Parker Hannifin Corp. ..................................... 8,300 377,650
*Varity Corp. ............................................. 6,500 235,625
WMX Technologies, Inc. .................................... 46,000 1,207,500
------------
5,853,501
------------
METALS--ALUMINUM (0.5%)
Alcan Aluminium Ltd. ...................................... 22,500 570,938
Aluminum Co. of America ................................... 9,100 788,288
Reynolds Metals Co. ....................................... 6,000 294,000
------------
1,653,226
------------
METALS--GOLD (0.7%)
American Barrick Corp. .................................... 35,900 798,775
Echo Bay Mines Ltd. ....................................... 21,200 225,250
Homestake Mining Co. ...................................... 15,700 268,863
Newmont Mining Corp. ...................................... 14,190 510,840
Placer Dome, Inc. ......................................... 20,700 450,225
*Santa Fe Pacific Gold .................................... 13,207 170,040
------------
2,423,993
------------
</TABLE>
<TABLE>
<CAPTION>
VALUE
ISSUE SHARES (NOTE 1A)
- ----- ------- ------------
<S> <C> <C>
METALS--MISCELLANEOUS (0.4%)
Cyprus Amax Minerals Corp. ................................ 13,250 $ 346,156
Englehard Corp. ........................................... 12,700 282,575
Inco Ltd. ................................................. 10,015 286,679
Phelps Dodge Corp. ........................................ 6,300 389,813
------------
1,305,223
------------
METALS--STEEL & IRON (0.4%)
*Bethlehem Steel Corp. .................................... 9,500 171,000
*Inland Steel Industries, Inc. ............................ 10,400 365,300
Nucor Corp. ............................................... 7,600 421,800
USX-U.S. Steel............................................. 9,900 351,450
Worthington Industries, Inc. .............................. 13,000 258,375
------------
1,567,925
------------
OFFICE EQUIPMENT (5.2%)
*Amdahl Corp. ............................................. 50,900 559,900
Apple Computer, Inc. ...................................... 11,800 458,725
Autodesk, Inc. ............................................ 13,400 530,975
Automatic Data Processing, Inc. ........................... 13,500 789,750
*Ceridian Corp. ........................................... 13,100 352,063
*Cisco Systems, Inc. ...................................... 27,100 950,194
*Compaq Computer Corp. .................................... 23,700 936,150
Computer Associates International, Inc. ................... 14,200 688,700
*Computer Sciences Corp. .................................. 9,600 489,600
*Cray Research, Inc. ...................................... 7,800 122,850
*Digital Equipment Corp. .................................. 14,300 475,475
International Business Machines............................ 60,800 4,468,800
*Microsoft Corp. .......................................... 61,000 3,736,250
Moore Corp. Ltd. .......................................... 20,900 394,488
*Novell, Inc. ............................................. 36,900 629,606
*Oracle Systems Corp. ..................................... 29,200 1,292,100
Pitney Bowes, Inc. ........................................ 12,100 384,175
*Sun MicroSystems, Inc. ................................... 10,900 386,269
*Tandem Computers, Inc. ................................... 1,500 25,688
*Unisys Corp. ............................................. 16,800 144,900
Xerox Corp. ............................................... 10,900 1,079,100
------------
18,895,758
------------
OIL--CRUDE PRODUCERS (0.1%)
Louisiana Land & Exploration Co. .......................... 8,400 305,550
*Santa Fe Energy Resources, Inc. .......................... 22,600 180,800
------------
486,350
------------
</TABLE>
B-44
<PAGE>
METROPOLITAN SERIES FUND, INC.
STOCK INDEX PORTFOLIO
SCHEDULE OF INVESTMENTS AS OF DECEMBER 31, 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
VALUE
ISSUE SHARES (NOTE 1A)
- ----- ------- ------------
<S> <C> <C>
OIL--DOMESTIC (2.6%)
Amerada Hess Corp. ........................................ 6,700 $ 305,688
Amoco Corp. ............................................... 55,400 3,275,525
Ashland Oil Co. ........................................... 7,200 248,400
Atlantic Richfield Co. .................................... 16,500 1,678,875
Kerr McGee Corp. .......................................... 5,700 262,200
*Maxus Energy Corp. ....................................... 72,600 245,025
Occidental Petroleum Corp. ................................ 26,500 510,125
*Oryx Energy Co. .......................................... 23,500 279,063
Pennzoil Co. .............................................. 10,700 472,138
Phillips Petroleum Co. .................................... 24,800 812,200
Sun, Inc. ................................................. 9,200 264,500
Unocal Corp. .............................................. 20,751 565,465
USX-Marathon Group......................................... 38,900 636,988
------------
9,556,192
------------
OIL--INTERNATIONAL (6.0%)
Chevron Corp. ............................................. 65,400 2,918,475
Exxon Corp. ............................................... 127,800 7,763,850
Mobil Corp. ............................................... 41,000 3,454,250
Royal Dutch Petroleum Co. ................................. 56,900 6,116,750
Texaco, Inc. .............................................. 25,800 1,544,775
------------
21,798,100
------------
OIL SERVICES (0.8%)
Baker Hughes, Inc. ........................................ 23,800 434,350
Coastal Corp. ............................................. 12,100 311,575
Dresser Industries, Inc. .................................. 11,300 213,288
Halliburton Co. ........................................... 11,000 364,375
McDermott International, Inc. ............................. 10,400 257,400
*Rowan Cos., Inc. ......................................... 13,800 84,525
Schlumberger Ltd. ......................................... 23,000 1,158,625
*Wetern Atlas, Inc. ....................................... 6,600 248,325
------------
3,072,463
------------
PAPER (1.4%)
Boise Cascade Corp. ....................................... 8,300 222,025
Champion International Corp. .............................. 14,600 532,900
Federal Paper Board, Inc. ................................. 6,500 188,500
International Paper Co. ................................... 12,400 934,650
James River Corp. ......................................... 25,700 520,425
Kimberly Clark Corp. ...................................... 14,300 722,150
Mead Corp. ................................................ 6,200 301,475
Potlatch Corp. ............................................ 2,000 74,500
Scott Paper Co. ........................................... 6,100 421,663
*Stone Container Corp. .................................... 10,354 178,607
</TABLE>
<TABLE>
<CAPTION>
VALUE
ISSUE SHARES (NOTE 1A)
- ----- ------- ------------
<S> <C> <C>
Temple Inland, Inc. ....................................... 6,400 $ 288,800
Union Camp Corp. .......................................... 4,000 188,500
Westvaco Corp. ............................................ 8,600 337,550
------------
4,911,745
------------
PHOTOGRAPHY (0.5%)
Eastman Kodak Co. ......................................... 33,600 1,604,400
Polaroid Corp. ............................................ 7,400 240,500
------------
1,844,900
------------
PRINTING & PUBLISHING (1.3%)
De Luxe Corp. ............................................. 10,900 288,850
R.R. Donnelley & Sons Co. ................................. 13,700 404,150
Dun & Bradstreet Corp. .................................... 17,500 962,500
Gannett, Inc. ............................................. 14,100 750,825
Harcourt General, Inc. .................................... 8,100 285,525
McGraw Hill, Inc. ......................................... 5,300 354,438
Meredith Corp. ............................................ 7,600 354,350
New York Times Co. ........................................ 26,400 584,100
Times Mirror Co. Cl. A. ................................... 10,300 323,163
Tribune Co. ............................................... 8,800 481,800
------------
4,789,701
------------
RAILROAD (1.1%)
Burlington Northern, Inc. ................................. 8,300 399,437
Conrail, Inc. ............................................. 8,000 404,000
CSX Corp. ................................................. 10,600 738,025
Norfolk Southern Corp. .................................... 12,600 763,875
Santa Fe Pacific Corp. .................................... 22,012 385,210
Union Pacific Corp. ....................................... 25,200 1,149,750
------------
3,840,297
------------
RECREATION (2.5%)
CBS, Inc. ................................................. 7,260 402,022
Capital Cities ABC, Inc. .................................. 15,000 1,278,750
Comcast Corp. Cl. A. Spl. ................................. 21,450 336,497
Walt Disney Co. ........................................... 55,300 2,550,712
*King World Productions.................................... 7,300 251,850
*Tele-Communications, Inc. Cl. A. ......................... 58,100 1,267,306
Time Warner, Inc. ......................................... 44,120 1,549,715
*Viacom, Inc. Cl. B........................................ 37,426 1,520,431
------------
9,157,283
------------
RETAIL TRADE (5.9%)
Albertsons, Inc. .......................................... 25,400 736,600
American Stores Co. ....................................... 14,000 376,250
</TABLE>
B-45
<PAGE>
METROPOLITAN SERIES FUND, INC.
STOCK INDEX PORTFOLIO
SCHEDULE OF INVESTMENTS AS OF DECEMBER 31, 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
VALUE
ISSUE SHARES (NOTE 1A)
- ----- ------- ------------
<S> <C> <C>
Bruno's, Inc. ............................................. 16,300 $ 134,475
Circuit City Stores, Inc. ................................. 11,600 258,100
Dayton Hudson Corp. ....................................... 5,500 389,125
Dillard Dept Stores, Inc. ................................. 10,700 286,225
Fleming Cos., Inc. ........................................ 15,692 364,839
Gap, Inc. ................................................. 10,900 332,450
Giant Foods, Inc. ......................................... 21,400 465,450
Great Atlantic & Pacific Tea, Inc. ........................ 9,300 168,562
Home Depot, Inc. .......................................... 46,433 2,135,918
K-Mart Corp. .............................................. 46,900 609,700
*Kroger Co. ............................................... 9,700 234,012
Limited, Inc. ............................................. 33,100 599,937
Longs Drug Stores Corp. ................................... 1,300 41,275
Lowes Cos., Inc. .......................................... 16,200 562,950
May Dept Stores Co. ....................................... 24,900 840,375
Melville Corp. ............................................ 9,900 305,662
Mercantile Stores Co. ..................................... 7,600 300,200
Nordstrom, Inc. ........................................... 13,300 560,262
J.C. Penney, Inc. ......................................... 22,300 995,137
Pep Boys, Manny, Moe & Jack................................ 12,400 384,400
*Price/Costco, Inc. ....................................... 29,767 385,111
Rite-Aid Corp. ............................................ 10,000 233,750
Sears Roebuck & Co. ....................................... 33,100 1,522,600
Supervalu, Inc. ........................................... 13,700 335,650
Sysco Corp. ............................................... 19,100 491,825
TJX Cos., Inc. ............................................ 13,800 215,625
*Toys "R" Us............................................... 25,800 786,900
Wal-Mart Stores, Inc. ..................................... 238,700 5,072,375
Walgreen Co. .............................................. 10,500 459,375
Winn Dixie Stores, Inc. ................................... 5,300 272,287
Woolworth Corp. ........................................... 27,200 408,000
------------
21,265,402
------------
SERVICES (0.5%)
H & R Block, Inc. ......................................... 10,700 397,237
Interpublic Group.......................................... 11,200 359,800
Ogden Corp. ............................................... 10,300 193,125
Pittston Co. .............................................. 3,000 79,500
Premark International, Inc. ............................... 9,200 411,700
Safety Kleen Corp. ........................................ 17,600 259,600
Service Corp. International................................ 6,350 176,212
------------
1,877,174
------------
</TABLE>
<TABLE>
<CAPTION>
VALUE
ISSUE SHARES (NOTE 1A)
- ----- ------- ------------
<S> <C> <C>
SHOES (0.2%)
Nike, Inc. ............................................... 6,800 $ 507,450
Reebok International Ltd. ................................ 5,700 225,150
Stride Rite Corp. ........................................ 7,000 77,875
------------
810,475
------------
SOAPS (2.1%)
Clorox Co. ............................................... 5,500 323,812
Colgate Palmolive Co. .................................... 13,200 836,550
Procter & Gamble Co. ..................................... 71,800 4,451,600
Unilever N.V. ............................................ 16,800 1,957,200
------------
7,569,162
------------
TEXTILES & APPAREL (0.3%)
Liz Claiborne, Inc. ...................................... 23,500 396,562
Russell Corp. ............................................ 4,200 131,775
Springs Industries, Inc. ................................. 1,500 55,500
V.F. Corp. ............................................... 7,600 369,550
------------
953,387
------------
TIRE & RUBBER (0.3%)
Cooper Tire & Rubber Co. ................................. 12,300 290,587
Goodrich, B.F. Co. ....................................... 7,100 307,962
Goodyear Tire & Rubber Co. ............................... 11,900 400,137
------------
998,686
------------
TOYS & MUSICAL INSTRUMENTS (0.1%)
Mattel, Inc. ............................................. 13,577 341,122
------------
TRANSPORTATION--TRUCKING (0.1%)
Roadway Services, Inc. ................................... 3,100 175,537
Ryder Systems, Inc. ...................................... 11,000 242,000
------------
417,537
------------
UTILITIES--ELECTRIC (3.5%)
American Electric Power, Inc. ............................ 19,200 631,200
Baltimore Gas & Electric Co. ............................. 9,400 207,975
Carolina Power & Light Co. ............................... 18,800 500,550
Central & South West Corp. ............................... 12,900 291,862
Cinergy Corp. ............................................ 21,892 511,725
Consolidated Edison Co. N.Y., Inc. ....................... 21,900 563,925
Detroit Edison Co. ....................................... 15,100 394,487
Dominion Resources, Inc. ................................. 15,300 546,975
Duke Power Co. ........................................... 22,300 850,188
Entergy Corp. ............................................ 18,400 402,500
FPL Group, Inc. .......................................... 19,600 688,450
Houston Industries, Inc. ................................. 9,100 324,188
</TABLE>
B-46
<PAGE>
METROPOLITAN SERIES FUND, INC.
STOCK INDEX PORTFOLIO
SCHEDULE OF INVESTMENTS AS OF DECEMBER 31, 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
VALUE
ISSUE SHARES (NOTE 1A)
- ----- ------- ------------
<S> <C> <C>
Niagara Mohawk Power Corp. ............................... 24,400 $ 347,700
Northern States Power Co. ................................ 11,700 514,800
Ohio Edison Co. .......................................... 10,100 186,850
Pacific Gas & Electric Co. ............................... 41,200 1,004,250
Pacificorp ............................................... 29,200 529,250
Peco Energy Co. .......................................... 16,200 396,900
Public Service Enterprise Group........................... 22,800 604,200
SCE Corp. ................................................ 42,200 617,175
Southern Co. ............................................. 63,600 1,272,000
Texas Utilities Co. ...................................... 21,200 678,400
Unicom Corp. ............................................. 22,300 535,200
Union Electric Co. ....................................... 7,200 254,700
------------
12,855,450
------------
UTILITIES--GAS DISTRIBUTION (0.5%)
Consolidated Natural Gas Co. ............................. 500 17,750
Enserch Corp. ............................................ 17,900 234,938
Nicor, Inc. .............................................. 21,700 493,675
Noram Energy Corp. ....................................... 53,600 288,100
Oneok, Inc. .............................................. 11,500 207,000
Pacific Enterprises....................................... 13,100 278,375
Peoples Energy Corp. ..................................... 7,700 201,163
------------
1,721,001
------------
UTILITIES--GAS PIPELINE (0.5%)
Burlington Resources, Inc. ............................... 10,200 357,000
Enron Corp. .............................................. 23,200 707,600
Panhandle Eastern Corp. .................................. 8,776 173,326
Sonat, Inc. .............................................. 8,800 246,400
Transco Energy Co. ....................................... 16,800 279,300
------------
1,763,626
------------
UTILITIES--TELEPHONE (8.3%)
*Airtouch Communications.................................. 58,700 1,709,638
Alltel Corp. ............................................. 19,700 593,463
AT&T Co. ................................................. 165,535 8,318,134
Ameritech................................................. 54,800 2,212,550
Bell Atlantic Corp. ...................................... 49,700 2,472,575
BellSouth Corp. .......................................... 49,800 2,695,425
GTE Corp. ................................................ 96,000 2,916,000
MCI Communications Corp. ................................. 66,700 1,229,781
NYNEX Corp. .............................................. 43,800 1,609,650
Pacific Telesis Group..................................... 41,167 1,173,260
</TABLE>
<TABLE>
<CAPTION>
VALUE
ISSUE SHARES (NOTE 1A)
- ----- ------- ------------
<S> <C> <C>
SouthWestern Bell Corp. ................................... 60,200 $ 2,430,575
Sprint Corp. .............................................. 37,800 1,044,225
U.S. West, Inc. ........................................... 45,800 1,631,625
------------
30,036,901
------------
TOTAL COMMON STOCK
(Cost: $335,740,125)--96.5% ...................................... 350,297,481
------------
</TABLE>
<TABLE>
<CAPTION>
FACE INTEREST MATURITY VALUE
AMOUNT ISSUE RATE DATE (NOTE 1A)
------ ----- -------- -------- ---------
<C> <S> <C> <C> <C>
SHORT-TERM OBLIGATIONS
$100,000 U.S. Treasury Bills ................. 4.850% 01/05/95 99,946
130,000 U.S. Treasury Bills ................. 4.840% 01/12/95 129,808
200,000 U.S. Treasury Bills ................. 4.860% 01/12/95 199,703
230,000 U.S. Treasury Bills ................. 4.970% 01/12/95 229,654
110,000 U.S. Treasury Bills ................. 5.600% 03/02/95 108,973
200,000 U.S. Treasury Bills ................. 5.350% 03/16/95 197,801
180,000 U.S. Treasury Bills ................. 5.550% 03/16/95 177,948
550,000 U.S. Treasury Bills ................. 5.400% 03/23/95 543,318
150,000 U.S. Treasury Bills ................. 5.410% 03/23/95 148,174
250,000 U.S. Treasury Bills ................. 5.430% 03/23/95 246,946
200,000 U.S. Treasury Bills ................. 5.460% 03/23/95 197,543
------------
TOTAL SHORT-TERM OBLIGATIONS
(Cost: $2,279,814)--0.6%............................... 2,279,814
------------
TOTAL INVESTMENTS
(Cost: $338,019,938)--97.1%............................ 352,577,295
OTHER ASSETS LESS LIABILITIES--2.9%..................... 10,423,659
------------
NET ASSETS EQUIVALENT TO $13.87 PER
SHARE, 26,168,411 SHARES OF CAPITAL
STOCK OUTSTANDING--100.0%.............................. $363,000,954
============
</TABLE>
*Non-income producing securities.
See Notes to Financial Statements.
B-47
<PAGE>
METROPOLITAN SERIES FUND, INC.
INTERNATIONAL STOCK PORTFOLIO
SCHEDULE OF INVESTMENTS AS OF DECEMBER 31, 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
VALUE
ISSUE SHARES (NOTE 1A)
- ----- ---------- ------------
<S> <C> <C>
COMMON STOCK
ARGENTINA (0.6%)
Diversified Industrials
*Comercial del Plata (Swiss Franc) (Note 5)............ 18,000 $ 458,964
Other Services
*Quilmes Industrie (US$)............................... 50,000 1,150,000
------------
Total Investments in Argentina.................................... 1,608,964
------------
AUSTRALIA (9.2%)
Construction
Henry Walker........................................... 1,400,000 1,378,722
*Whittakers............................................ 870,000 121,433
Electricals/Electronics
*ISR Group............................................. 1,525,800 1,064,842
Extractive Industries
*Austpac Gold NL....................................... 3,250,000 781,250
*Euraust Mineral Development........................... 5,250,000 366,393
*Gold Mines of Australia............................... 6,031,400 1,870,782
*Pancontinental Mining................................. 1,394,800 1,817,047
*Perseverance Corp. ................................... 250,000 124,069
*Pima Mining........................................... 5,000,000 58,158
*Rhodes Mining......................................... 4,000,000 589,330
*Savage Resources...................................... 4,000,000 3,473,945
*Star Mining........................................... 12,000,000 3,256,824
*Valiant Consolidated.................................. 900,000 258,220
*Western Mining........................................ 585,000 3,393,145
Food Manufacturing
SBS IAMA............................................... 864,239 1,105,765
Hotels & Leisure
Sydney Aquarium........................................ 372,000 721,154
Oil & Gas
*Vanguard Petroleum.................................... 1,365,000 793,851
Other Services
*Elders Australia...................................... 2,964,000 3,332,661
Transport
Finemore Holdings...................................... 397,000 615,695
------------
Total Investments in Australia.................................... 25,123,286
------------
AUSTRIA (0.8%)
Banks
Creditanstalt BKV...................................... 6,000 354,252
Chemicals
Lenzing................................................ 4,000 360,853
OMV.................................................... 6,500 550,630
</TABLE>
<TABLE>
<CAPTION>
VALUE
ISSUE SHARES (NOTE 1A)
- ----- ---------- ------------
<S> <C> <C>
Construction
Wienerberger Baustof.................................... 1,250 $ 443,502
Maculan Holdings Pref. ................................. 3,550 292,918
Transport
Flughaven Wien.......................................... 2,500 105,890
------------
Total Investments in Austria....................................... 2,108,045
------------
BELGIUM (0.8%)
Engineering
*Arbed.................................................. 3,000 450,802
*Union Miniere.......................................... 15,000 1,164,728
Oil & Gas
Petrofina............................................... 1,600 473,310
------------
Total Investments in Belgium....................................... 2,088,840
------------
CANADA (11.9%)
Extractive Industries
*Advanced Material Resources............................ 1,350,000 510,051
*Akiko Gold Resources................................... 790,000 506,843
*Arakis Energy Corp. ................................... 168,000 661,500
*Bakertalc, Inc......................................... 2,750,000 568,506
*Berkley Petroleum Corp. ............................... 800,000 2,338,181
*Black Hawk Mining...................................... 2,000,000 1,268,891
*Breakwater Resources................................... 25,000,000 1,960,365
*Kemgas Sydney.......................................... 270,000 606,287
*MSV Resources.......................................... 616,500 922,904
*Reclamation Management................................. 750,000 50,791
*Reclamation Management (Wts.).......................... 250,000 0
*Repadre Capital Corp. ................................. 440,400 941,831
*Tan Range Exploration Corp............................. 1,008,000 323,353
*Tan Range Exploration Corp. (Wts.)..................... 1,008,000 0
*TVI Pacific, Inc. ..................................... 2,104,600 720,137
*United Reef............................................ 582,500 199,316
Hotels and Leisure
*Eurofina Master Plan Mrl. Ptl. Dev. ................... 8,720,000 1,118,905
Other Services
*Asia-Pacific Resources................................. 1,300,000 2,270,459
*Avocet Ventures........................................ 750,000 3,207,870
*Emtech Ltd. Units...................................... 3,734,800 2,928,628
*Epicore Networks....................................... 732,800 3,721,985
*International Euromin.................................. 1,250,000 1,247,505
*Nelson Trade & Finance................................. 1,390,900 2,875,399
*PCS Wireless........................................... 1,500,000 609,495
*Siam Trading........................................... 1,249,000 801,326
*Terrenex Ventures...................................... 680,900 970,773
</TABLE>
B-48
<PAGE>
METROPOLITAN SERIES FUND, INC.
INTERNATIONAL STOCK PORTFOLIO
SCHEDULE OF INVESTMENTS AS OF DECEMBER 31, 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
VALUE
ISSUE SHARES (NOTE 1A)
- ----- ---------- ------------
<S> <C> <C>
Telecommunications
*Petersburg Long Distance.............................. 212,500 $ 1,344,409
------------
Total Investments in Canada....................................... 32,675,710
------------
CHINA ( 0.3%)
Other Services
*Shanghai Lujiazui..................................... 1,050,000 850,500
------------
Total Investments in China........................................ 850,500
------------
DENMARK ( 0.2%)
Retailers-Food
Danisco AS............................................. 15,000 532,544
------------
Total Investments in Denmark...................................... 532,544
------------
FINLAND ( 0.1%)
Transport
Finnlines.............................................. 10,000 204,728
------------
Total Investments in Finland...................................... 204,728
------------
FRANCE ( 5.5%)
Banks
Banque Nationale de Paris.............................. 10,000 459,652
Banque Paribas "A'..................................... 10,000 664,670
Chemicals
Air Liquide............................................ 2,750 367,628
Construction
Lafarge Coppee......................................... 12,500 889,347
St. Gobain............................................. 3,000 344,879
Diversified Industrials
*Cerus Cie Europ Reun.................................. 31,500 527,851
Navigation Mixte....................................... 2,500 453,099
Engineering
*Eramet................................................ 11,000 710,541
*Metaleurop............................................ 25,000 356,675
Vallourec.............................................. 15,000 724,583
Engineering-Vehicles
*Renault............................................... 20,000 660,925
Extractive Industries
Ugine.................................................. 13,038 915,418
Insurance
Union Assurance de Paris............................... 25,000 645,010
Media
TV Francaise 1......................................... 6,000 543,943
Oil & Gas
Total "B'.............................................. 20,750 1,205,139
</TABLE>
<TABLE>
<CAPTION>
VALUE
ISSUE SHARES (NOTE 1A)
- ----- ---------- ------------
<S> <C> <C>
Other Financial
Worms et Cie........................................... 15,000 $ 723,179
Pharmaceuticals
Sanofi................................................. 20,000 922,299
Print, Paper and Packaging
Carnaudmetalbox........................................ 5,000 168,976
Pechiney International................................. 17,500 524,246
Property
Credit Foncier France.................................. 5,000 720,839
Retailers-Food
Carrefour.............................................. 500 207,077
Spirits, Wines & Ciders
LVMH................................................... 6,750 1,065,390
Remy Cointreau......................................... 5,000 185,359
Water
Generale des Eaux...................................... 10,000 971,728
------------
Total Investments in France....................................... 14,958,453
------------
GERMANY ( 5.3%)
Banks
Deutsche Bank.......................................... 2,500 1,161,515
Deutsche Pfanbrief & Hypobank (DEPFA).................. 1,000 486,546
Chemicals
BASF................................................... 3,500 721,591
Construction
Bilfinger & Berger..................................... 1,300 662,709
Friedrich Grohe........................................ 1,500 445,247
Holzmann Philipp....................................... 1,161 638,299
Electricals/Electronics
Siemens AG............................................. 1,900 795,702
Electricity
Veba................................................... 3,000 1,045,364
Engineering
*Bremer Vulkan......................................... 10,000 607,214
Buderus................................................ 1,500 641,737
*KHD................................................... 7,500 589,953
Linde.................................................. 500 291,992
MAN.................................................... 2,000 547,203
Mannesmann............................................. 4,000 1,089,243
Preussag............................................... 2,500 725,947
*Thyssen............................................... 2,500 476,705
Engineering--Vehicles
BMW.................................................... 1,250 617,862
Daimler-Benz........................................... 2,175 1,069,465
</TABLE>
B-49
<PAGE>
METROPOLITAN SERIES FUND, INC.
INTERNATIONAL STOCK PORTFOLIO
SCHEDULE OF INVESTMENTS AS OF DECEMBER 31, 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
VALUE
ISSUE SHARES (NOTE 1A)
- ----- ---------- ------------
<S> <C> <C>
Insurance
Allianz................................................ 346 $ 555,940
Other Services
*Fri.Krupp-Hoesch Krupp................................ 7,500 1,035,684
Retailers
AVA.................................................... 1,750 547,687
------------
Total Investments in Germany...................................... 14,753,605
------------
HONG KONG (1.7%)
Chemicals
China Merchants Hai Hong Holdings...................... 2,066,000 427,218
Shanghai Petrochemical ADR............................. 35,000 1,010,625
Distributors
Jardine International.................................. 540,000 568,788
Other Services
*China Merchants China Direct.......................... 1,053,000 816,543
Property
*Paul Y- ITC........................................... 3,200,000 698,934
Hopewell Holdings...................................... 1,190,000 984,297
------------
Total Investments in Hong Kong.................................... 4,506,405
------------
IRELAND (2.2%)
Banks
Allied Irish Banks..................................... 200,000 844,938
Other Services
*Dana Exploration...................................... 5,000,000 586,763
*Navan Resources....................................... 538,000 1,136,442
*World Fluids.......................................... 3,521,073 564,716
Oil & Gas
*Bula Resources Holdings............................... 12,400,000 509,310
*Dragon Oil............................................ 18,750,000 660,108
*Dragon Oil (Wts.)..................................... 9,375,000 220,036
Other Financial
*Baltics Republic Fund................................. 7,500 825,000
Transport
Irish Continental Group................................ 92,000 594,524
------------
Total Investments in Ireland...................................... 5,941,837
------------
ISRAEL (0.2%)
Pharmaceuticals
Teva Pharmaceutical ADR................................ 20,000 485,000
------------
Total Investments in Israel....................................... 485,000
------------
</TABLE>
<TABLE>
<CAPTION>
VALUE
ISSUE SHARES (NOTE 1A)
- ----- ---------- ------------
<S> <C> <C>
ITALY (1.2%)
Banks
Banco Ambro-Veneto..................................... 250,000 $ 357,749
Chemicals
*Montedison............................................ 1,250,000 942,945
Electricals/Electronics
*Olivetti.............................................. 330,000 420,324
Tecnost................................................ 200,000 418,196
Engineering
Ansaldo Trasporti...................................... 250,000 863,531
*Fiat.................................................. 51,000 189,372
------------
Total Investments in Italy........................................ 3,192,117
------------
JAPAN (20.7%)
Banks
Mitsubishi Trust and Banking........................... 105,000 1,570,783
Nippon Credit Bank..................................... 165,000 992,319
Chemicals
*Dainichiseika (Wts.).................................. 7,750 538,770
Nitto Chemicals........................................ 200,000 915,663
Construction
*Fudo Construction (Wts.).............................. 8,000 311,688
Distributors
Eiwa Corp. ............................................ 38,000 438,755
Tokyo Nissan........................................... 140,000 1,236,948
Electricals/Electronics
Amway Japan ADR........................................ 96,000 1,560,000
Alps Electric.......................................... 183,000 2,406,928
*Fujitsu (Wts.)........................................ 6,250 677,998
Matsushita Electric.................................... 178,000 2,930,924
Meitec................................................. 135,000 2,521,084
*Nippon Ceramic (Wts.)................................. 4,650 444,041
Engineering
JGC.................................................... 68,000 1,160,643
Kubota................................................. 245,000 1,756,325
Kurita Water Ind....................................... 50,000 1,295,181
Minebea................................................ 170,000 1,433,735
*SNT Corp. (Wts.)...................................... 2,975 445,454
Shimadzu............................................... 250,000 1,767,068
THK.................................................... 65,000 1,644,578
Tokyo Tungsten......................................... 208,000 1,795,984
Hotels & Leisure
MOS Foods.............................................. 18,000 683,132
Media
Tokyo Broadcasting..................................... 190,000 3,147,590
</TABLE>
B-50
<PAGE>
METROPOLITAN SERIES FUND, INC.
INTERNATIONAL STOCK PORTFOLIO
SCHEDULE OF INVESTMENTS AS OF DECEMBER 31, 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
VALUE
ISSUE SHARES (NOTE 1A)
- ----- ---------- ------------
<S> <C> <C>
Non-ferrous metals
*Ryobi (Wts.)......................................... 1,115 $ 1,031,375
*Sumitomo Light Metal Industries (Wts.)............... 16,500 516,807
*Sumitomo Metal Mining (Wts.)......................... 2,000 400,000
Other Financial
*ACOM................................................. 45,000 1,667,169
*Credit Saison (Wts.)................................. 1,085 461,125
Prospect Japan Fund Units............................. 300,000 3,285,000
Other Services
*Hitachi Information Systems (Wts.)................... 6,484 425,992
*Toyo Engineering (Wts.).............................. 1,000 400,000
*Yamazen (Wts.)....................................... 12,000 687,548
Pharmaceuticals
Chugai Pharmaceutical................................. 265,000 2,793,675
Print, Paper & Packaging
*Chuetsu Pulp & Paper................................. 180,000 993,976
Property
Mitsubishi Estate..................................... 175,000 1,880,020
*Toho Real Estate (Wts.).............................. 490 306,250
Retailers--General
Mitsukoshi............................................ 265,000 2,793,675
*Takashimaya (Wts.)................................... 1,600 790,000
Steel
*Pacific Metals (Wts.)................................ 21,050 1,736,746
*Daido Steel (Wts.)................................... 1,150 704,375
Support Services
Asatsu................................................ 54,500 2,670,281
Textiles & Apparel
Unitika............................................... 470,000 1,557,229
------------
Total Investments in Japan....................................... 56,776,834
------------
KOREA (1.6%)
Electricals/Electronics
*Samsung Electro-Mechanical (Wts.).................... 210 472,500
Other Financial
*CITC Frontier Fund................................... 60,000 1,122,600
*CITC Frontier Index (Wts.)........................... 190,000 1,121,000
*Yellow Sea Investment Company........................ 135,000 1,541,700
------------
Total Investments in Korea....................................... 4,257,800
------------
MALAYSIA (0.8%)
Construction
Cement Manufacturing Sarawak.......................... 189,000 814,177
Electricals/Electronics
Ekran................................................. 260,000 768,749
</TABLE>
<TABLE>
<CAPTION>
VALUE
ISSUE SHARES (NOTE 1A)
- ----- ---------- ------------
<S> <C> <C>
Transport
Malaysian International Shipping....................... 200,000 $ 571,764
------------
Total Investments in Malaysia..................................... 2,154,690
------------
MEXICO (0.6%)
Construction
*Grupo Mexico de Desarrollo B ADR...................... 65,000 495,625
Currency Funds
*Fondo Opcion B........................................ 460,000 813,668
Other Services
*Grupo Carso ADR....................................... 30,000 448,929
------------
Total Investments in Mexico....................................... 1,758,222
------------
NETHERLANDS (1.3%)
Banks
ABN AMRO Holdings...................................... 15,000 521,055
ABN AMRO Holdings 6% Conv. Pref. ...................... 835 27,803
Chemicals
*European Vinyls Corp. International................... 11,600 513,878
Engineering
IHC Caland............................................. 32,500 821,908
Food Manufacturing
Nutricia Vern Bedr. ................................... 9,000 439,138
Insurance
Internationale Nederlanden Group....................... 10,000 472,377
Other Services
*Ceteco Holdings....................................... 10,000 250,014
Transport
*KLM................................................... 15,000 368,109
------------
Total Investments in Netherlands.................................. 3,414,282
------------
NEW ZEALAND (1.4%)
Chemicals
Fernz Corp. ........................................... 400,000 1,241,918
Diversified Industrials
*Corporate Investments................................. 8,000,000 1,331,541
Food Manufacturing
Sanford................................................ 552,200 1,272,595
------------
Total Investments in New Zealand.................................. 3,846,054
------------
NORWAY (1.1%)
Construction
Norske Skogindustrier F................................ 25,000 702,403
Engineering
*Elkem F............................................... 75,000 970,425
</TABLE>
B-51
<PAGE>
METROPOLITAN SERIES FUND, INC.
INTERNATIONAL STOCK PORTFOLIO
SCHEDULE OF INVESTMENTS AS OF DECEMBER 31, 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
VALUE
ISSUE SHARES (NOTE 1A)
- ----- ------- ------------
<S> <C> <C>
Oil & Gas
Norsk Hydro.............................................. 30,000 $ 1,180,037
Transport
*Pacific Basin Bulk Shippings Units...................... 15,000 202,500
------------
Total Investments in Norway...................................... 3,055,365
------------
SINGAPORE (0.9%)
Electricals/Electronics
*Creative Technology..................................... 73,000 1,035,688
Other Financial
First Capital Corp. ..................................... 220,000 739,623
Other Services
*China North Industries.................................. 560,000 560,000
------------
Total Investments in Singapore................................... 2,335,311
------------
SPAIN (1.3%)
Banks
Banco Santander.......................................... 11,500 440,342
*Banco Espanol de Credito [Banesto]...................... 3,833 25,626
Engineering
*Asturiana de Zinc....................................... 80,000 869,136
Food Manufacturing
Campofrio................................................ 4,000 212,726
Print, Paper & Packaging
*Empresa Nacional Celulosas.............................. 40,000 951,187
Telecommunications
Telefonica Nacional...................................... 40,000 472,555
Transport
Aumar.................................................... 48,500 456,904
------------
Total Investments in Spain....................................... 3,428,476
------------
SWEDEN (1.0%)
Chemicals
AGA BF................................................... 15,000 138,280
Electricals/Electronics
Asea BF.................................................. 7,500 543,025
Electrolux BF............................................ 5,000 253,681
Ericsson BF.............................................. 7,500 414,839
Engineering
*Avesta Sheffield F...................................... 65,000 642,949
Pharmaceuticals
Astra AF................................................. 25,000 645,977
------------
Total Investments in Sweden...................................... 2,638,751
------------
</TABLE>
<TABLE>
<CAPTION>
VALUE
ISSUE SHARES (NOTE 1A)
- ----- ---------- ------------
<S> <C> <C>
SWITZERLAND (1.8%)
Diversified Industrials
*ADIA.................................................. 2,500 $ 416,348
Danzas................................................. 2,200 386,555
Pargesa................................................ 700 744,843
Engineering
Alusuisse Lonza R...................................... 1,500 750,573
*Von Roll P............................................ 5,500 205,882
Food Manufacturing
Nestle R............................................... 801 763,061
Pharmaceuticals
Ciba-Geigy............................................. 1,660 990,420
Merck.................................................. 1,000 534,759
------------
Total Investments in Switzerland.................................. 4,792,441
------------
TAIWAN (2.1%)
Electricals/Electronics
*Yageo Corp............................................ 82,500 1,443,750
Offshore Funds
*Taiwan Tracker Fund................................... 300,000 4,350,000
------------
Total Investments in Taiwan....................................... 5,793,750
------------
TURKEY (0.1%)
Insurance
*Aksigorta............................................. 1,000,000 201,550
------------
Total Investments in Turkey....................................... 201,550
------------
UNITED KINGDOM (15.6%)
Banks
Lloyds Bank............................................ 55,000 475,473
National Westminster Bank.............................. 75,000 602,018
Breweries
Scottish & Newcastle................................... 165,000 1,327,022
Construction
*Birse Group........................................... 4,750,000 1,412,142
Caradon................................................ 150,000 591,457
Galliford.............................................. 600,000 234,705
Distributors
Caffyns................................................ 120,000 488,187
*Enterprise Computers.................................. 850,000 23,275
REA Holdings........................................... 259,625 666,226
Diversified Industrials
Trafalgar House 6p. Cnv Cum. Pref...................... 70,000 106,243
</TABLE>
B-52
<PAGE>
METROPOLITAN SERIES FUND, INC.
INTERNATIONAL STOCK PORTFOLIO
SCHEDULE OF INVESTMENTS AS OF DECEMBER 31, 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
VALUE
ISSUE SHARES (NOTE 1A)
- ----- ---------- ------------
<S> <C> <C>
Electricals/Electronic
*Racal Electronic......................................... 200,000 $ 691,598
Southern Business Group................................... 1,000,000 758,880
*Tadpole Technology....................................... 150,000 882,491
*Wakebourne............................................... 22,500 28,517
Electricity
Jersey Electricity A...................................... 12,500 557,424
Engineering
Prospect Industries....................................... 3,000,000 704,115
*Simon Engineering........................................ 1,088,888 1,431,178
Engineering--Vehicles
Lucas Industries.......................................... 100,000 322,328
Extractive Industries
*Bakyrchik Gold........................................... 337,159 1,276,678
*Waverley Mining Finance.................................. 1,112,000 1,844,344
Food Manufacturing
Hazlewood Foods........................................... 225,000 397,825
Hobson.................................................... 3,662,500 1,289,411
Sims Food Group........................................... 710,945 834,312
Health Care
*Celsis International..................................... 400,000 475,669
*Chiroscience Group....................................... 194,000 297,481
Hotels & Leisure
*Arcadian International................................... 1,800,000 1,042,090
*BCE Holdings............................................. 2,001,421 438,388
First Choice Holidays..................................... 500,000 899,703
Ladbroke Group............................................ 250,000 664,998
Insurance
Commercial Union.......................................... 112,500 894,226
*Premium Underwriting..................................... 420,000 716,320
Sun Alliance Group........................................ 100,000 452,198
Investment Trusts
*First Russian Frontier................................... 50,000 473,322
*First Russian Frontier (Wts.).............................. 10,000 41,465
*Piper European Smaller Companies......................... 700,000 952,902
Media
Mirror Group.............................................. 600,000 1,220,466
Oil--Explor. & Production
*XCL...................................................... 100,000 67,282
*Great Western Resources.................................. 1,980,000 1,239,243
Other Financial
*Energy Capital Investments............................... 400,000 531,998
Gerrard & National Holdings............................... 260,000 1,969,019
*Johnson Fry Holdings..................................... 100,000 211,234
</TABLE>
<TABLE>
<CAPTION>
VALUE
ISSUE SHARES (NOTE 1A)
- ----- ---------- ------------
<S> <C> <C>
Other Services
*GT Chile Growth Fund................................. 60,750 $ 1,913,625
*Guangdong Development Fund........................... 750,000 525,000
*Guangdong Development Fund (Wts.)...................... 150,000 30,000
*RAP Group............................................ 356,453 769,684
Pharmaceuticals
*Celltech Group....................................... 300,000 1,103,114
Glaxo Holdings........................................ 115,000 1,194,805
Property
*Ascot Holdings....................................... 350,000 876,232
Brightstone Properties................................ 250,000 477,234
*Eleco Holdings....................................... 800,000 363,010
Panther Securities.................................... 722,000 937,662
*Panther Securities (Wts.)............................. 100,000. 29,729
*Raglan Property...................................... 2,100,000 1,018,620
Retailers--Food
Tesco................................................. 175,000 681,818
Retailers--General
*Alexon Group......................................... 1,350,000 633,704
Burton Group.......................................... 875,000 937,842
*Upton & Southern Holdings............................ 7,500,000 557,424
Telecommunications
*Telewest Communications.............................. 209,500 557,268
Tobacco
Rothman's Units....................................... 80,000 568,299
------------
Total Investments in the United Kingdom.......................... 42,708,923
------------
ZAMBIA (0.2%)
Extractive Industries
*Zambia Consolidated Copper "B'....................... 180,000 506,963
------------
Total Investments in Zambia...................................... 506,963
------------
TOTAL COMMON STOCK (Cost: $250,618,782)--90.4%................... 246,699,446
------------
</TABLE>
<TABLE>
<CAPTION>
FACE INTEREST MATURITY VALUE
AMOUNT ISSUE RATE DATE (NOTE 1A)
------ ----- -------- -------- ----------
<C> <S> <C> <C> <C>
CONVERTIBLE BONDS
AUSTRALIA
A$500,000 Simeon Wines........................... 10.000% 6/30/99 744,417
A$128,450 Sydney Aquarium........................ 11.500% 3/15/08 $ 194,229
AUSTRIA
AS800,000 Lenzing................................ 5.250% 12/31/01 66,743
</TABLE>
B-53
<PAGE>
METROPOLITAN SERIES FUND, INC.
INTERNATIONAL STOCK PORTFOLIO
SCHEDULE OF INVESTMENTS AS OF DECEMBER 31, 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FACE INTEREST MATURITY VALUE
AMOUNT ISSUE RATE DATE (NOTE 1A)
------ ----- -------- -------- ----------
<S> <C> <C> <C> <C>
TAIWAN
US$600,000 United Micro Electronics. 1.250% 6/08/04 $ 925,500
----------
TOTAL CONVERTIBLE BONDS
(Cost: $2,060,433)--0.7%.................. 1,930,889
</TABLE>
<TABLE>
<C> <S> <C>
TOTAL INVESTMENTS
(Cost:
$252,679,215)--91.1%
..................... 248,630,335
OTHER ASSETS LESS
LIABILITIES--8.9%.... 24,322,044
------------
NET ASSETS--EQUIVALENT
TO $12.30 PER SHARE
22,191,716 SHARES OF
CAPITAL STOCK
OUTSTANDING--100.0%.. 272,952,379
============
</TABLE>
<TABLE>
<S> <C> <C>
===
</TABLE>
* Non-income producing security.
See Notes to Financial Statements.
B-54
<PAGE>
[THIS PAGE INTENTIONALLY LEFT BLANK]
B-55
<PAGE>
METROPOLITAN SERIES FUND, INC.
STATEMENTS OF ASSETS AND LIABILITIES
<TABLE>
<CAPTION>
----------------
GROWTH INCOME
PORTFOLIO PORTFOLIO
--------- ---------
<S> <C> <C>
ASSETS:
Investments, at Value (Cost: Growth Portfolio--
$729,295,290; Income Portfolio--$282,922,350; Money
Market Portfolio-- $39,768,282; Diversified
Portfolio--$903,011,039; Aggressive Growth
Portfolio--$532,777,087; Stock Index Portfolio--
$338,019,938; International Stock Portfolio--
$252,679,215 (Note 1A)............................. $750,979,131 $269,874,501
Cash................................................ 336 770
Cash Denominated in Foreign Currencies.............. -- --
Receivable for Capital Stock Sold................... 347,984 --
Interest and Dividends Receivable................... 1,285,483 5,285,150
Receivable for Investment Securities Sold........... 2,277,207 3,062,017
Unrealized Appreciation on Forward Contracts (Note
7)................................................. -- 311,347
Other Assets........................................ 121 57,960
------------ ------------
Total Assets....................................... 754,890,262 278,591,745
------------ ------------
LIABILITIES:
Payable for Capital Stock Repurchased .............. -- 86,762
Payable for Investment Securities Purchased......... 8,246,093 2,736,417
Accrued Investment Management Fee (Note 3).......... 155,454 58,464
Other Accrued Expenses.............................. 55,597 27,885
Other Liabilities................................... -- 23,542
------------ ------------
Total Liabilities.................................. 8,457,144 2,933,070
------------ ------------
NET ASSETS.......................................... $746,433,118 $275,658,675
============ ============
CAPITAL STOCK OUTSTANDING........................... 34,222,071 24,354,792
============ ============
NET ASSET VALUE PER SHARE........................... $ 21.81 $ 11.32
============ ============
</TABLE>
- --------
(1) The cost associated with cash denominated in foreign currencies for the
International Stock Portfolio is $19,684,063.
See Notes to Financial Statements.
B-56
<PAGE>
<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31, 1994
- ---------------------------------------------------------------------------------
MONEY AGGRESSIVE STOCK INTERNATIONAL
MARKET DIVERSIFIED GROWTH INDEX STOCK
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
- ----------- ------------ ------------ ------------ -------------
<S> <C> <C> <C> <C>
$39,768,282 $889,565,890 $586,968,897 $352,577,295 $248,630,335
618,302 1,335 90 75,580 10,290,604
-- -- -- -- 19,449,484(1)
294 19,905 2,220,444 10,389,790 655,606
-- 8,420,659 354,860 1,008,363 245,408
-- 6,603,510 40,272,410 759,094 713,676
-- 369,973 -- -- --
16 73,668 12,827 52 156,267
- ----------- ------------ ------------ ------------ ------------
40,386,894 905,054,940 629,829,528 364,810,174 280,141,380
- ----------- ------------ ------------ ------------ ------------
410,509 -- -- -- --
-- 11,945,977 39,373,728 1,705,799 6,883,631
6,609 187,830 359,452 73,881 217,746
8,478 61,431 45,919 27,554 55,528
-- 33,974 3,580 1,986 32,096
- ----------- ------------ ------------ ------------ ------------
425,596 12,229,212 39,782,679 1,809,220 7,189,001
- ----------- ------------ ------------ ------------ ------------
$39,961,298 $892,825,728 $590,046,849 $363,000,954 $272,952,379
- ----------- ============ ============ ============ ============
3,813,066 66,633,553 26,754,085 26,168,411 22,191,716
- ----------- ============ ============ ============ ============
$ 10.48 $ 13.40 $ 22.05 $ 13.87 $ 12.30
=========== ============ ============ ============ ============
</TABLE>
B-57
<PAGE>
METROPOLITAN SERIES FUND, INC.
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
----------------
GROWTH INCOME
PORTFOLIO PORTFOLIO
--------- ---------
<S> <C> <C>
INVESTMENT INCOME:
Income (Note 1B):
Interest.......................................... $ 1,034,462 $ 21,622,383
Dividends......................................... 11,298,706 --
------------ ------------
Total investment income (net of withholding taxes
of *)............................................ 12,333,168 21,622,383
------------ ------------
Expenses (Note 3):
Investment management fee......................... 1,793,031 733,925
Printing and distribution fees.................... 278,665 100,599
Custodian and transfer agent fees................. 164,211 156,818
Directors fees.................................... 15,280 15,280
Other operating expenses.......................... 25,941 17,058
------------ ------------
Total expenses.................................... 2,277,128 1,023,680
------------ ------------
Net investment income (loss)....................... 10,056,040 20,598,703
------------ ------------
NET REALIZED GAIN (LOSS) FROM (Note 4):
Investments....................................... 19,583,700 (11,599,771)
Foreign currency transactions..................... -- (3,015,578)
------------ ------------
Net realized gain (loss)........................... 19,583,700 (14,615,349)
------------ ------------
NET UNREALIZED APPRECIATION (DEPRECIATION) OF
INVESTMENTS AND FOREIGN CURRENCY HOLDINGS:
(Note 4) and (Note 7)
Beginning of period............................... 76,460,986 3,186,788
End of period..................................... 21,683,841 (12,738,617)
------------ ------------
Net unrealized appreciation (depreciation)......... (54,777,145) (15,925,405)
------------ ------------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING
FROM OPERATIONS................................... $(25,137,405) $ (9,942,051)
============ ============
*Withholding...................................... $ 96,942 $ 10,720
</TABLE>
See Notes to Financial Statements.
B-58
<PAGE>
<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31, 1994
- ---------------------------------------------------------------------------------
MONEY AGGRESSIVE STOCK INTERNATIONAL
MARKET DIVERSIFIED GROWTH INDEX STOCK
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
- ----------- ------------- ------------ ----------- -------------
<S> <C> <C> <C> <C>
$ 1,687,875 $ 26,186,320 $ 1,855,560 $ 116,141 $ 126,002
-- 8,233,148 3,424,686 9,045,983 2,376,232
- ----------- ------------- ------------ ----------- ------------
1,687,875 34,419,468 5,280,246 9,162,124 2,502,234
- ----------- ------------- ------------ ----------- ------------
100,190 2,174,513 3,727,043 804,918 1,691,336
6,779 301,739 187,383 103,245 69,640
42,545 245,098 150,150 141,174 512,688
15,342 15,279 15,280 15,280 15,280
11,074 21,205 18,577 13,222 24,310
- ----------- ------------- ------------ ----------- ------------
175,930 2,757,834 4,098,433 1,077,839 2,313,254
- ----------- ------------- ------------ ----------- ------------
1,511,945 31,661,634 1,181,813 8,084,285 188,980
- ----------- ------------- ------------ ----------- ------------
289 (272,268) (11,669,134) 2,120,555 7,150,089
-- (1,291,503) -- -- 5,803,019
- ----------- ------------- ------------ ----------- ------------
289 (1,563,771) (11,669,134) 2,120,555 12,953,108
- ----------- ------------- ------------ ----------- ------------
-- 46,021,458 51,154,327 20,135,189 9,535,958
-- (13,077,784) 54,191,810 14,557,357 (4,241,184)
- ----------- ------------- ------------ ----------- ------------
-- (59,099,242) 3,037,483 (5,577,832) (13,777,142)
- ----------- ------------- ------------ ----------- ------------
$ 1,512,234 $ (29,001,379) $ (7,449,838) $ 4,627,008 $ (635,054)
=========== ============= ============ =========== ============
$ 746 $ 103,681 $ 23,920 $ 50,360 $ 381,771
</TABLE>
B-59
<PAGE>
METROPOLITAN SERIES FUND, INC.
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
GROWTH PORTFOLIO INCOME PORTFOLIO MONEY MARKET PORTFOLIO
-------------------------- -------------------------- --------------------------
FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR
ENDED ENDED ENDED ENDED ENDED ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1994 1993 1994 1993 1994 1993
------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
INCREASE (DECREASE) IN
NET ASSETS:
Operations:
Net investment income. $ 10,056,040 $ 5,721,349 $ 20,598,703 $ 14,249,970 $ 1,511,945 $ 1,359,559
Net realized gain
(loss) from security
and foreign currency
transactions......... 19,583,700 35,928,301 (14,615,349) 7,249,878 289 4,114
Unrealized
appreciation
(depreciation) of
investments and
foreign currency
holdings............. (54,777,145) 22,102,699 (15,925,405) 213,299 -- --
------------ ------------ ------------ ------------ ----------- -----------
Net increase
(decrease) in net
assets resulting from
operations........... (25,137,405) 63,752,349 (9,942,051) 21,713,147 1,512,234 1,363,673
------------ ------------ ------------ ------------ ----------- -----------
Dividends to
shareholders (Note
6):
Net investment income. (10,033,000) (5,850,000) (19,778,000) (14,975,403) (1,495,000) (1,399,254)
Net realized gain from
security
transactions......... (13,173,038) (34,786,265) -- (7,502,233) -- --
------------ ------------ ------------ ------------ ----------- -----------
Total Distributions... (23,206,038) (40,636,265) (19,778,000) (22,477,636) (1,495,000) (1,399,254)
------------ ------------ ------------ ------------ ----------- -----------
Capital stock
transactions (Note
5):
Net proceeds from sale
of shares............ 142,725,802 227,967,927 31,064,352 124,561,896 14,031,251 13,849,885
Net asset value of
shares issued to
shareholders in
reinvestment of
dividends............ 23,206,038 40,636,265 19,778,000 22,477,636 1,495,000 1,399,254
Shares redeemed....... (11,568,136) (2,335,249) (45,439,146) (2,544,647) (19,903,197) (26,304,052)
Substitutions (Note
8)................... -- -- -- -- -- --
------------ ------------ ------------ ------------ ----------- -----------
Net Capital Stock
Transactions......... 154,363,704 266,268,943 5,403,206 144,494,885 (4,376,946) (11,054,913)
------------ ------------ ------------ ------------ ----------- -----------
NET INCREASE (DECREASE)
IN NET ASSETS: 106,020,261 289,385,027 (24,316,845) 143,730,396 (4,359,712) (11,090,494)
Net assets--beginning
of period............ 640,412,857 351,027,830 299,975,520 156,245,124 44,321,010 55,411,504
------------ ------------ ------------ ------------ ----------- -----------
Net assets--end of
period............... $746,433,118 $640,412,857 $275,658,675 $299,975,520 $39,961,298 $44,321,010
============ ============ ============ ============ =========== ===========
Undistributed
(overdistributed) net
investment income.... $ (159,345) $ (182,385) $ 674,343 $ (146,360) $ 6,445 $ (10,500)
============ ============ ============ ============ =========== ===========
Undistributed
(accumulated) net
realized gains
(losses)............. $ 6,951,520 $ 540,858 $(15,740,380) $ (1,125,031) $ 2,653 $ 2,364
============ ============ ============ ============ =========== ===========
</TABLE>
See Notes to Financial Statements.
B-60
<PAGE>
<TABLE>
<CAPTION>
DIVERSIFIED PORTFOLIO AGGRESSIVE GROWTH PORTFOLIO STOCK INDEX PORTFOLIO INTERNATIONAL STOCK PORTFOLIO
- --------------------------- ---------------------------- -------------------------- ------------------------------
FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR
ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1994 1993 1994 1993 1994 1993 1994 1993
- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
$ 31,661,634 $ 15,850,725 $ 1,181,813 $ 410,910 $ 8,084,285 $ 5,466,553 $ 188,980 $ 79,706
(1,563,771) 27,291,763 (11,669,134) 21,941,363 2,120,555 3,470,001 12,953,108 4,797,183
(59,099,242) 12,903,617 3,037,483 26,933,294 (5,577,832) 10,788,319 (13,777,142) 10,911,354
- ------------ ------------ ------------- ------------- ------------ ------------ -------------- --------------
(29,001,379) 56,046,105 (7,449,838) 49,285,567 4,627,008 19,724,873 (635,054) 15,788,243
- ------------ ------------ ------------- ------------- ------------ ------------ -------------- --------------
(31,965,725) (18,583,303) (1,216,000) (646,233) (7,987,000) (5,502,000) (27,000) (1,174,257)
(4,236,080) (23,055,683) (210,244) (21,711,029) (4,959,963) -- (13,395,442) (2,650,691)
- ------------ ------------ ------------- ------------- ------------ ------------ -------------- --------------
(36,201,805) (41,638,986) (1,426,244) (22,357,262) (12,946,963) (5,502,000) (13,422,442) (3,824,948)
- ------------ ------------ ------------- ------------- ------------ ------------ -------------- --------------
178,226,077 355,638,747 225,182,181 219,687,574 86,148,938 144,531,308 168,836,697 86,461,428
36,201,806 41,638,986 1,426,245 22,357,262 12,946,963 5,502,000 13,422,442 3,824,948
(41,157,082) (2,367,196) (15,634,001) (10,273,484) (10,475,425) (26,247,376) (16,030,074) (466,883)
40,960,412 -- -- -- -- -- -- --
- ------------ ------------ ------------- ------------- ------------ ------------ -------------- --------------
214,231,213 394,910,537 210,974,425 231,771,352 88,620,476 123,785,932 166,229,065 89,819,493
- ------------ ------------ ------------- ------------- ------------ ------------ -------------- --------------
149,028,029 409,317,656 202,098,343 258,699,657 80,300,521 138,008,805 152,171,569 101,782,788
743,797,699 334,480,043 387,948,506 129,248,849 282,700,433 144,691,628 120,780,810 18,998,022
- ------------ ------------ ------------- ------------- ------------ ------------ -------------- --------------
$892,825,728 $743,797,699 $ 590,046,849 $ 387,948,506 $363,000,954 $282,700,433 $ 272,952,379 $ 120,780,810
============ ============ ============= ============= ============ ============ ============== ==============
$ (4,498,910) $ (4,194,819) $ (433,626) $ (399,439) $ (32,706) $ (129,991) $ (1,078,410) $ (1,240,390)
============ ============ ============= ============= ============ ============ ============== ==============
$ 2,766,667 $ 8,566,518 $ (11,273,534) $ 605,844 $ 684,480 $ 3,523,888 $ 1,399,780 $ 1,842,114
============ ============ ============= ============= ============ ============ ============== ==============
</TABLE>
B-61
<PAGE>
METROPOLITAN SERIES FUND, INC.
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
GROWTH PORTFOLIO
--------------------------------------------------------------------
YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1994 1993 1992 1991 1990
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
SELECTED DATA FOR A
SHARE OF CAPITAL STOCK
OUTSTANDING THROUGHOUT
THE PERIOD:
NET ASSET VALUE:
Beginning of year...... $23.27 $21.72 $21.56 $17.20 $19.34
------------ ------------ ------------ ------------ ------------
Income From Investment
Operations
Net investment income.. .30 .28 .34 .41 .51
Net realized and
unrealized gain
(loss)................ (1.06) 3.24 2.13 5.39 (2.15)
------------ ------------ ------------ ------------ ------------
Total From Investment
Operations............. (.76) 3.52 2.47 5.80 (1.64)
------------ ------------ ------------ ------------ ------------
Less Distributions
Dividends from net
investment income..... (.30) (.28) (.29) (.42) (.50)
Distributions from net
realized capital
gains................. (.40) (1.69) (2.02) (1.02) --
------------ ------------ ------------ ------------ ------------
Total Distributions..... (.70) (1.97) (2.31) (1.44) (.50)
------------ ------------ ------------ ------------ ------------
NET ASSET VALUE: End of
year................... $21.81 $23.27 $21.72 $21.56 $17.20
============ ============ ============ ============ ============
Total Return........... (3.25)% 14.40% 11.56% 33.09% (8.50)%
Net assets at end of
year.................. $746,433,118 $640,412,857 $351,027,830 $232,159,611 $153,255,154
SIGNIFICANT RATIOS:
Operating expenses to
average net assets.... 0.32% 0.28% 0.25% 0.25% 0.25%
Net investment income
to average net assets. 1.40% 1.19% 1.52% 2.04% 2.83%
Portfolio turnover(1).. 57.27% 66.27% 63.74% 62.29% 39.86%
</TABLE>
- -------
Total return information shown in the Financial Highlights tables do not
reflect expenses that apply at the separate account level or to related
insurance products. Inclusion of these charges would reduce the total return
figures for all periods shown.
(1) The lesser of purchases or sales of portfolio securities for a period,
divided by the monthly average of the market value of portfolio securities
owned during the period. Securities with a maturity or expiration date at
the time of acquisition of one year or less are excluded from the
calculation. See Note 4.
See Notes to Financial Statements.
B-62
<PAGE>
METROPOLITAN SERIES FUND, INC.
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
INCOME PORTFOLIO
---------------------------------------------------------------------
YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1994 1993 1992 1991 1990
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
SELECTED DATA FOR A
SHARE OF CAPITAL STOCK
OUTSTANDING THROUGHOUT
THE PERIOD:
NET ASSET VALUE:
Beginning of year...... $12.59 $12.22 $12.32 $11.16 $11.10
------------ ------------ ------------ ----------- -----------
Income From Investment
Operations
Net investment income.. .91 .83 .90 .94 1.16
Net realized and
unrealized gain
(loss)................ (1.31) .86 (.05) 1.14 (.05)
------------ ------------ ------------ ----------- -----------
Total From Investment
Operations............. (.40) 1.69 .85 2.08 1.11
------------ ------------ ------------ ----------- -----------
Less Distributions
Dividends from net
investment income..... (.87) (.88) (.71) (.92) (1.05)
Distributions from net
realized capital
gains................. -- (.44) (.24) -- --
------------ ------------ ------------ ----------- -----------
Total Distributions..... (.87) (1.32) (.95) (.92) (1.05)
------------ ------------ ------------ ----------- -----------
NET ASSET VALUE: End of
year................... $11.32 $12.59 $12.22 $12.32 $11.16
============ ============ ============ =========== ===========
Total Return........... (3.15)% 11.36% 6.91% 17.31% 10.03%
Net assets at end of
year.................. $275,658,675 $299,975,520 $156,245,124 $87,412,124 $54,530,771
SIGNIFICANT RATIOS:
Operating expenses to
average net assets.... 0.35% 0.32% 0.25% 0.25% 0.25%
Net investment income
to average net assets. 7.02% 6.39% 7.16% 7.61% 9.80%
Portfolio turnover(1).. 141.15% 136.98% 151.74% 78.87% 82.93%
</TABLE>
- -------
Total return information shown in the Financial Highlights tables do not
reflect expenses that apply at the separate account level or to related
insurance products. Inclusion of these charges would reduce the total return
figures for all periods shown.
(1) The lesser of purchases or sales of portfolio securities for a period,
divided by the monthly average of the market value of portfolio securities
owned during the period. Securities with a maturity or expiration date at
the time of acquisition of one year or less are excluded from the
calculation. See Note 4.
See Notes to Financial Statements.
B-63
<PAGE>
METROPOLITAN SERIES FUND, INC.
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
MONEY MARKET PORTFOLIO
--------------------------------------------------------------------
YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1994 1993 1992 1991 1990
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
SELECTED DATA FOR A
SHARE OF CAPITAL STOCK
OUTSTANDING THROUGHOUT
THE PERIOD:
NET ASSET VALUE:
Beginning of year...... $10.49 $10.52 $10.59 $10.67 $10.49
----------- ----------- ----------- ----------- -----------
Income From Investment
Operations
Net investment income.. .40 .28 .39 .57 .86
----------- ----------- ----------- ----------- -----------
Total From Investment
Operations............. .40 .28 .39 .57 .86
----------- ----------- ----------- ----------- -----------
Less Distributions
Dividends from net
investment income..... (.41) (.31) (.46) (.65) (.68)
----------- ----------- ----------- ----------- -----------
Total Distributions..... (.41) (.31) (.46) (.65) (.68)
----------- ----------- ----------- ----------- -----------
NET ASSET VALUE: End of
year................... $10.48 $10.49 $10.52 $10.59 $10.67
=========== =========== =========== =========== ===========
Total Return........... 3.85% 2.90% 3.73% 6.10% 8.23%
Net assets at end of
year.................. $39,961,298 $44,321,010 $55,411,504 $70,946,344 $78,013,826
SIGNIFICANT RATIOS:
Operating expenses to
average net assets.... 0.44% 0.38% 0.25% 0.25% 0.25%
Net investment income
to average net assets. 3.76% 2.85% 3.68% 5.93% 7.68%
Portfolio turnover..... N/A N/A N/A N/A N/A
</TABLE>
- -------
Total return information shown in the Financial Highlights tables do not
reflect expenses that apply at the separate account level or to related
insurance products. Inclusion of these charges would reduce the total return
figures for all periods shown.
See Notes to Financial Statements.
B-64
<PAGE>
METROPOLITAN SERIES FUND, INC.
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
DIVERSIFIED PORTFOLIO
--------------------------------------------------------------------
YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1994 1993 1992 1991 1990
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
SELECTED DATA FOR A
SHARE OF CAPITAL STOCK
OUTSTANDING THROUGHOUT
THE PERIOD:
NET ASSET VALUE:
Beginning of year...... $14.41 $13.58 $13.61 $11.47 $12.16
------------ ------------ ------------ ------------ ------------
Income From Investment
Operations
Net investment income.. .51 .46 .53 .62 .68
Net realized and
unrealized gain
(loss)................ (.95) 1.58 .74 2.23 (.68)
------------ ------------ ------------ ------------ ------------
Total From Investment
Operations............. (.44) 2.04 1.27 2.85 0.00
------------ ------------ ------------ ------------ ------------
Less Distributions
Dividends from net
investment income..... (.50) (.54) (.55) (.62) (.69)
Distributions from net
realized capital
gains................. (.07) (.67) (.75) (.09) --
------------ ------------ ------------ ------------ ------------
Total Distributions..... (.57) (1.21) (1.30) (.71) (.69)
------------ ------------ ------------ ------------ ------------
NET ASSET VALUE: End of
year................... $13.40 $14.41 $13.58 $13.61 $11.47
============ ============ ============ ============ ============
Total Return........... (3.06)% 12.75% 9.48% 24.84% 0.00%
Net assets at end of
year.................. $892,825,728 $743,797,699 $334,480,043 $232,275,816 $184,878,889
SIGNIFICANT RATIOS:
Operating expenses to
average net assets.... 0.32% 0.29% 0.25% 0.25% 0.25%
Net investment income
to average net assets. 3.66% 3.16% 3.85% 4.94% 5.74%
Portfolio turnover (1). 96.49% 95.84% 114.67% 70.56% 62.51%
</TABLE>
- -------
Total return information shown in the Financial Highlights tables do not
reflect expenses that apply at the separate account level or to related
insurance products. Inclusion of these charges would reduce the total return
figures for all periods shown.
(1) The lesser of purchases or sales of portfolio securities for a period,
divided by the monthly average of the market value of portfolio securities
owned during the period. Securities with a maturity or expiration date at
the time of acquisition of one year or less are excluded from the
calculation. See Note 4.
See Notes to Financial Statements.
B-65
<PAGE>
METROPOLITAN SERIES FUND, INC.
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
AGGRESSIVE GROWTH PORTFOLIO
--------------------------------------------------------------------
YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1994 1993 1992 1991 1990
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
SELECTED DATA FOR A
SHARE OF CAPITAL STOCK
OUTSTANDING THROUGHOUT
THE PERIOD:
NET ASSET VALUE:
Beginning of year...... $22.54 $19.52 $18.11 $10.95 $12.41
------------ ------------ ------------ ----------- -----------
Income From Investment
Operations
Net investment income.. .05 .04 .08 .06 .15
Net realized and
unrealized gain
(loss)................ (.48) 5.06 1.77 7.25 (1.43)
------------ ------------ ------------ ----------- -----------
Total From Investment
Operations............. (.43) 5.10 1.85 7.31 (1.28)
------------ ------------ ------------ ----------- -----------
Less Distributions
Dividends from net
investment income..... (.05) (.06) (.10) (.07) (.14)
Distributions from net
realized capital
gains................. (.01) (2.02) (.34) (.08) (.04)
------------ ------------ ------------ ----------- -----------
Total Distributions..... (.06) (2.08) (.44) (.15) (.18)
------------ ------------ ------------ ----------- -----------
NET ASSET VALUE: End of
year................... $22.05 $22.54 $19.52 $18.11 $10.95
============ ============ ============ =========== ===========
Total Return........... (1.88)% 22.63% 10.39% 66.41% (10.34)%
Net assets at end of
year.................. $590,046,849 $387,948,506 $129,248,849 $45,858,473 $15,408,820
SIGNIFICANT RATIOS:
Operating expenses to
average net assets.... 0.82% 0.79% 0.75% 0.75% 0.75%
Net investment income
to average net assets. 0.24% 0.18% 0.46% 0.45% 1.41%
Portfolio turnover (1). 186.52% 120.82% 100.95% 146.12% 271.31%
</TABLE>
- -------
Total return information shown in the Financial Highlights tables do not
reflect expenses that apply at the separate account level or to related
insurance products. Inclusion of these charges would reduce the total return
figures for all periods shown.
(1) The lesser of purchases or sales of portfolio securities for a period,
divided by the monthly average of the market value of portfolio securities
owned during the period. Securities with a maturity or expiration date at
the time of acquisition of one year or less are excluded from the
calculation. See Note 4.
See Notes to Financial Statements.
B-66
<PAGE>
METROPOLITAN SERIES FUND, INC.
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
STOCK INDEX PORTFOLIO
-------------------------------------------------------------------------
YEAR YEAR YEAR YEAR FOR THE PERIOD
ENDED ENDED ENDED ENDED MAY 1, 1990
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, TO
1994 1993 1992 1991 DECEMBER 31, 1990
------------ ------------ ------------ ------------ -----------------
<S> <C> <C> <C> <C> <C>
SELECTED DATA FOR A
SHARE OF CAPITAL STOCK
OUTSTANDING THROUGHOUT
THE PERIOD:
NET ASSET VALUE:
Beginning of period.... $14.25 $13.27 $12.76 $9.96 $10.00
------------ ------------ ------------ ----------- ----------
Income From Investment
Operations
Net investment income.. .33 .35 .36 .35 .23
Net realized and
unrealized gain
(loss)................ (.17) .98 .60 2.82 (.05)
------------ ------------ ------------ ----------- ----------
Total From Investment
Operations............. .16 1.33 .96 3.17 .18
------------ ------------ ------------ ----------- ----------
Less Distributions
Dividends from net
investment income..... (.32) (.35) (.26) (.37) (.22)
Distributions from net
realized capital
gains................. (.22) -- (.19) -- --
------------ ------------ ------------ ----------- ----------
Total Distributions..... (.54) (.35) (.45) (.37) (.22)
------------ ------------ ------------ ----------- ----------
NET ASSET VALUE: End of
period................. $13.87 $14.25 $13.27 $12.76 $9.96
============ ============ ============ =========== ==========
Total Return........... 1.18% 9.54% 7.44% 29.76% 1.95%
Net assets at end of
period................ $363,000,954 $282,700,433 $144,691,628 $54,183,263 $6,955,549
SIGNIFICANT RATIOS:
Operating expenses to
average net assets.... 0.33% 0.32% 0.25% 0.24% 0.25%(2)
Net investment income
to average net assets. 2.51% 2.51% 2.74% 2.98% 4.12%(2)
Portfolio turnover(1).. 6.66% 13.99% 17.54% 1.18% 3.50%
</TABLE>
- -------
Total return information shown in the Financial Highlights tables do not
reflect expenses that apply at the separate account level or to related
insurance products. Inclusion of these charges would reduce the total return
figures for all periods shown.
(1) The lesser of purchases or sales of portfolio securities for a period,
divided by the monthly average of the market value of portfolio securities
owned during the period. Securities with a maturity or expiration date at
the time of acquisition of one year or less are excluded from the
calculation. See Note 4.
(2) Ratios have been determined on annualized operating results for the
period. Twelve-months results may be different.
See Notes to Financial Statements.
B-67
<PAGE>
METROPOLITAN SERIES FUND, INC.
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
INTERNATIONAL STOCK PORTFOLIO
------------------------------------------------------------
YEAR YEAR YEAR FOR THE PERIOD
ENDED ENDED ENDED MAY 1, 1991
DECEMBER 31, DECEMBER 31, DECEMBER 31, TO
1994 1993 1992 DECEMBER 31, 1991
------------ ------------ ------------ -----------------
<S> <C> <C> <C> <C>
SELECTED DATA FOR A
SHARE OF CAPITAL STOCK
OUTSTANDING THROUGHOUT
THE PERIOD:
NET ASSET VALUE:
Beginning of period.... $12.33 $8.63 $9.71 $10.00
------------ ------------ ----------- -----------
Income From Investment
Operations
Net investment income.. .08 .02 .05 .05
Net realized and
unrealized gain
(loss)................ .54 4.52 (1.04) (.20)
------------ ------------ ----------- -----------
Total From Investment
Operations............. .62 4.54 (.99) (.15)
------------ ------------ ----------- -----------
Less Distributions
Dividends from net
investment income..... -- (.26) (.09) (.14)
Distributions from net
realized capital
gains................. (.65) (.58) -- --
------------ ------------ ----------- -----------
Total Distributions..... (.65) (.84) (.09) (.14)
------------ ------------ ----------- -----------
NET ASSET VALUE: End of
period................. $12.30 $12.33 $8.63 $9.71
============ ============ =========== ===========
Total Return........... 5.08% 47.76% (10.21)% (1.55)%
Net assets at end of
period................ $272,952,379 $120,780,810 $18,998,022 $10,809,068
SIGNIFICANT RATIOS:
Net expenses to average
net assets (Note 3)... 1.04% 1.14% 0.97% 0.97%(2)
Operating expenses to
average net assets
before voluntary
expense reimbursements
(Note 3).............. N/A 1.15% N/A N/A
Net investment income
to average net assets. .08% 0.15% 0.89% 1.01%(2)
Net investment income
to average net assets
before voluntary
expense reimbursements
(Note 3).............. N/A 0.15% N/A N/A
Portfolio turnover(1).. 65.84% 88.90% 65.09% 29.41%
</TABLE>
- -------
Total return information shown in the Financial Highlights tables do not
reflect expenses that apply at the separate account level or to related
insurance products. Inclusion of these charges would reduce the total return
figures for all periods shown.
(1) The lesser of purchases or sales of portfolio securities for a period,
divided by the monthly average of the market value of portfolio securities
owned during the period. Securities with a maturity or expiration date at
the time of acquisition of one year or less are excluded from the
calculation. See Note 4.
(2) Ratios have been determined on annualized operating results for the
period. Twelve-months results may be different.
See Notes to Financial Statements.
B-68
<PAGE>
METROPOLITAN SERIES FUND, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1994
1.SIGNIFICANT ACCOUNTING POLICIES
The Metropolitan Series Fund, Inc. ("Fund") is registered under the
Investment Company Act of 1940 as a diversified open end investment company.
The following is a summary of significant accounting policies consistently
followed by the Fund in the preparation of its financial statements. The
policies are in conformity with generally accepted accounting principles.
A.INVESTMENT SECURITY VALUATION
Portfolio securities which are traded on stock exchanges are valued at
the last price as of the close of business on the day the securities are
being valued, or, lacking any sales, at the mean between closing bid and
asked prices. Securities traded in the over-the-counter market are
valued at the mean between the bid and asked prices or yield equivalent
as obtained from two or more dealers that make markets in the
securities. Portfolio securities which are traded in both the over-the-
counter market and on a stock exchange are valued according to the
broadest and most representative market, and it is expected that for
debt securities this ordinarily will be the over-the-counter market. The
estimated fair value of equity and debt investments are based on the
quoted market price as of December 31, 1994. Securities for which market
quotations are not readily available are valued at fair value as
determined in good faith by or under the direction of the Board of
Directors of the Fund, including valuations furnished by a pricing
service retained for this purpose. The market values of foreign
securities are recorded after translation to U.S. dollars, based on the
exchange rate at the end of the period.
Short-term debt securities in all Portfolios, except the Money Market
Portfolio, with sixty days or less remaining to maturity are valued at
amortized cost, which approximates fair value. Short-term investments in
these Portfolios maturing more than sixty days from the valuation date
are valued at fair value based on the most recent bid price or yield
equivalent as obtained from dealers that make markets in such
securities. Portfolio securities in the Money Market Portfolio are
valued at amortized cost, which approximates fair value.
B.INVESTMENT SECURITY TRANSACTIONS
Security transactions are recorded on the trade date. Securities
denominated in foreign currencies are translated at exchange rates
prevailing on the respective dates traded. Dividend income is recorded
on the ex-dividend date or, for certain foreign securities, when
notified; interest income is accrued as earned. Transactions denominated
in foreign currencies are recorded at the rate prevailing when earned or
incurred. Realized gains and losses are determined on the identified
cost basis. Asset and liability accounts that are denominated in foreign
currencies are adjusted to reflect current exchange rates.
C.FEDERAL INCOME TAXES
It is the Fund's policy to comply with the requirements of the Internal
Revenue Code and regulations thereunder applicable to regulated
investment companies and to distribute all of its taxable income to
shareholders. Therefore, no Federal income tax provision is required. At
December 31, 1994, the Income, Diversified and Aggressive Growth
Portfolios had available for federal income tax purposes unused capital
loss carryovers of approximately $14,000,000, $2,000,000 and $12,000,000
respectively which will expire at December 31, 2002.
D.RETURN OF CAPITAL DISTRIBUTIONS
The Fund distributes all of its taxable income, both net realized gains
and net investment income, to shareholders. To date, there has been no
return of capital to shareholders, nor is it expected that any future
distributions will result in a return of capital to shareholders.
Effective January 1, 1994 the Funds adopted Statement of Position 93-2:
Determination, Disclosure, and Financial Statement Presentation of
Income, Capital Gain, and Return of Capital Distributions by Investment
Companies. As a result, the Funds changed the classification of
distributions to shareholders to better disclose the differences between
financial statement amounts and distributions determined in accordance
with income tax regulations. Through December 31, 1993, the income
portfolio had paid return of capital distributions to its shareholders
of approximately $1,400,000. No significant return of capital
distributions had been paid by any other portfolio as of December 31,
1993 or during 1994.
B-69
<PAGE>
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
E.FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS
A forward foreign currency exchange contract is an agreement between two
parties to buy or sell a specific currency for a set price on a future
date. The Fund may enter into forward foreign currency exchange
contracts to hedge security transactions or holdings denominated in a
foreign currency. Should foreign currency exchange rates move
unexpectedly, the Fund may not achieve the anticipated benefits of the
forward foreign currency exchange contracts and may realize a loss. The
use of forward foreign currency exchange contracts involves the risk of
imperfect correlation in movements in the price of the underlying hedged
assets and foreign currency exchange rates. During the period that a
contract is open, changes in the value of the contract are recognized as
an unrealized gain or loss by "marking to market" on a daily basis. A
realized gain or loss will be recognized when a contract is completed or
cancelled.
F.EQUALIZATION ACCOUNTING
Prior to December 31, 1994, the Fund followed the accounting practice
of equalization, by which a portion of the proceeds from sales and costs
of redemption of Fund shares equivalent on a per share basis to the
amount of undistributed net investment income were credited or charged
to undistributed income. The cumulative effect of the change in
accounting practice resulted in a reclassification of amounts from
undistributed net investment income to paid in surplus for the following
Portfolios:
<TABLE>
<S> <C>
Growth Portfolio.............................................. $23,235,190
Income Portfolio.............................................. $28,038,582
Diversified Portfolio......................................... $26,927,088
Aggressive Growth Portfolio................................... $ 2,920,332
Stock Index Portfolio......................................... $ 9,454,211
International Portfolio....................................... $ 78,903
</TABLE>
2.RESTRICTED SECURITIES
The Diversified Portfolio holds two securities, and the International Stock
Portfolio one security, which were purchased in private placement
transactions, without registration under the Securities Act of 1933 ("Act").
These securities may be resold, pledged or otherwise transferred only as
follows: (1) in accordance with Rule 144A of the Act; (2) to the issuer; (3)
pursuant to an effective registration statement; and (4) outside the United
States to a foreign person in a transaction meeting the requirements of Rule
904 under the Act.
On October 22, 1993 the Diversified Portfolio purchased 500 units of Crown
Packaging Holdings Inc. (Wts.) at a cost of $20,000. The value of these
warrants as of December 31, 1994 is $20,000. On May 26, 1993 the Diversified
Portfolio purchased 582 units of Food 4 Less Holdings, Inc. (Wts.) at a cost
of $40,478. As of December 31, 1994, the value of these warrants is $51,879.
On February 23, 1994 the International Stock Portfolio purchased 18,000
shares of Comercial Del Plata ADRs at a cost of $697,859. As of December 31,
1994, the value of the ADRs is $458,964.
3.EXPENSES
The Fund has entered into investment management agreements with Metropolitan
Life. For providing investment management services to the Fund, Metropolitan
Life receives monthly compensation at the annual rate of 0.25% of the average
daily value of the aggregate net assets of each of the Portfolios except the
Aggressive Growth Portfolio and the International Stock Portfolio; and 0.75%
of the average daily value of the aggregate net assets of the Aggressive
Growth Portfolio and the International Stock Portfolio. The Fund and
Metropolitan Life have entered into sub-investment management agreements with
State Street Research & Management Company ("State Street Research"), a
wholly-owned subsidiary of Metropolitan Life. The agreements provide for the
compensation to State Street Research for the management of the Growth,
Income, Diversified, and Aggressive Growth Portfolios. The Fund and
Metropolitan Life have entered into a separate sub-investment management
agreement with GFM International Investors Limited ("GFM"), a subsidiary of
Metropolitan Life, for the International Stock Portfolio. This agreement
provides for the compensation to GFM for the management of the International
Stock Portfolio.
B-70
<PAGE>
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
Prior to May 16, 1993, Metropolitan Life, pursuant to the terms of the
investment management agreements as then in effect, paid all expenses of the
Fund other than management fees, brokerage commissions, taxes, interest and
any extraordinary or non-recurring expenses. Expenses paid by Metropolitan
Life on behalf of the Fund included, but were not limited to, the fees and
expenses of all directors of the Fund, custodial, transfer agent fees,
auditing, printing and legal expenses.
The investment management agreements were amended such that effective May
16, 1993, Metropolitan Life is no longer responsible for the payment of such
expenses. However, subsequent to that date, Metropolitan Life did voluntarily
pay expenses of any Portfolio where the ratio of operating expenses (excluding
the investment management fee and taxes of the Portfolio) to average net
assets was greater than 0.25% (0.50% for the International Stock Portfolio).
For 1995 and the following years, Metropolitan Life in its sole discretion,
may continue in whole or in part, or terminate this voluntary agreement.
4.PURCHASES AND SALES OF SECURITIES
Purchases (at cost) and sales of securities, excluding short-term
securities, were as follows:
<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31, 1994
----------------------------------------------------------------------------------
AGGRESSIVE STOCK INTERNATIONAL
GROWTH INCOME DIVERSIFIED GROWTH INDEX STOCK
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
------------ ------------ ------------ -------------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
Purchases:
Common Stocks.......... $545,028,450 -- $436,456,219 $1,065,116,278 $102,851,084 $297,941,581
Preferred Stocks....... -- -- -- -- -- --
Corporate Bonds........ -- $ 56,250,656 75,913,215 -- -- --
Federal Government and
Agency Obligations.... -- 305,264,987 292,597,176 -- -- --
Foreign Obligations.... -- 33,519,166 67,945,828 -- -- 8,606,882
------------ ------------ ------------ -------------- ------------ ------------
Total................. $545,028,450 $395,034,809 $872,912,438 $1,065,116,278 $102,851,084 $306,548,463
============ ============ ============ ============== ============ ============
Sales:
Common Stocks.......... $396,685,200 -- $345,426,722 $ 858,244,047 $ 21,197,310 $135,017,128
Preferred Stocks....... -- -- -- -- -- --
Corporate Bonds........ -- $ 38,998,031 48,946,546 -- -- --
Federal Government and
Agency Obligations.... -- 318,534,230 367,915,186 -- -- --
Foreign Obligations.... -- 42,938,738 33,771,954 -- -- 9,528,169
------------ ------------ ------------ -------------- ------------ ------------
Total................. $396,685,200 $400,470,999 $796,060,408 $ 858,244,047 $ 21,197,310 $144,545,297
============ ============ ============ ============== ============ ============
As of December 31, 1994, gross unrealized appreciation and depreciation of
investments were as follows:
<CAPTION>
AGGRESSIVE STOCK INTERNATIONAL
GROWTH INCOME DIVERSIFIED GROWTH INDEX STOCK
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
--------- --------- ----------- ---------- --------- -------------
<S> <C> <C> <C> <C> <C> <C>
Gross Unrealized Appre-
ciation................ $ 54,008,413 $ 389,666 $ 29,656,099 $ 68,261,280 $ 32,944,171 $ 22,021,432
Gross Unrealized Depre-
ciation................ 32,324,572 13,437,515 43,101,248 14,069,470 18,386,814 26,070,312
------------ ------------ ------------ -------------- ------------ ------------
Net Unrealized
Appreciation
(Depreciation) of
investments*........... $ 21,683,841 $(13,047,849) $(13,445,149) $ 54,191,810 $ 14,557,357 $ (4,048,880)
============ ============ ============ ============== ============ ============
</TABLE>
* Does not include unrealized gain of $309,232 for the Income Portfolio,
unrealized gain of $367,365 for the Diversified Portfolio, and unrealized
loss of $(192,304) for the International Stock Portfolio related to foreign
currency (see Note 7).
B-71
<PAGE>
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
5.CAPITAL STOCK ACTIVITY
At December 31, 1994, there were 1,000,000,000 shares of $0.01 par value
common stock authorized for the Fund. The shares of common stock are divided
into seven series: Growth Portfolio, Income Portfolio, Money Market Portfolio,
Diversified Portfolio, Aggressive Growth Portfolio, Stock Index Portfolio, and
International Stock Portfolio.
Transactions in shares were as follows:
<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31, 1994
------------------------------------------------------------------------------------
MONEY AGGRESSIVE STOCK INTERNATIONAL
GROWTH INCOME MARKET DIVERSIFIED GROWTH INDEX STOCK
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
--------- --------- --------- ----------- ---------- --------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Shares sold............. 6,142,486 2,506,649 1,318,284 12,381,148 10,182,836 6,141,029 12,546,614
Shares substituted...... -- -- -- 2,897,145 -- -- --
Shares issued to
shareholders in
reinvestment of
dividends.............. 1,063,713 1,746,162 142,715 2,688,247 65,358 932,960 1,105,341
--------- ---------- ---------- ---------- ---------- --------- ----------
Total.................. 7,206,199 4,252,811 1,460,999 17,966,540 10,248,194 7,073,989 13,651,955
Shares redeemed......... (507,209) (3,728,706) (1,875,018) (2,945,594) (703,360) (747,005) (1,253,398)
--------- ---------- ---------- ---------- ---------- --------- ----------
Net increase (decrease). 6,698,990 524,105 (414,019) 15,020,946 9,544,834 6,326,984 12,398,557
========= ========== ========== ========== ========== ========= ==========
</TABLE>
<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31, 1993
--------------------------------------------------------------------------------------
MONEY AGGRESSIVE STOCK INTERNATIONAL
GROWTH INCOME MARKET DIVERSIFIED GROWTH INDEX STOCK
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
--------- --------- --------- ----------- ---------- --------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Shares sold............. 9,716,010 9,461,905 1,295,866 24,249,289 10,059,275 10,377,141 7,320,808
Shares issued to share-
holders in reinvestment
of dividends........... 1,744,130 1,780,977 133,448 2,891,083 1,004,840 382,826 316,672
---------- ---------- ---------- ---------- ---------- ---------- ---------
Total.................. 11,460,140 11,242,882 1,429,314 27,140,372 11,064,115 10,759,967 7,637,480
Shares redeemed......... (100,767) (195,718) (2,469,024) (163,504) (474,950) (1,822,038) (46,088)
---------- ---------- ---------- ---------- ---------- ---------- ---------
Net increase (decrease). 11,359,373 11,047,164 (1,039,710) 26,976,868 10,589,165 8,937,929 7,591,392
========== ========== ========== ========== ========== ========== =========
</TABLE>
6.DISTRIBUTIONS
The Fund distributes, at least annually, substantially all net investment
income, if any, of each Portfolio, which will then be reinvested in additional
full and fractional shares of the Portfolio. All net realized long-term or
short-term capital gains of the Fund, if any, are declared and distributed at
least annually to the shareholders of the Portfolio or Portfolios to which
such gains are attributable.
B-72
<PAGE>
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
7.FOREIGN CURRENCY
The fair value of foreign currency contracts is the amount at which they
could be settled based on exchange rates obtained from dealers. As of December
31, 1994 the Income Portfolio experienced an unrealized net gain of $311,347
based on the following foreign currency exchange contracts outstanding:
<TABLE>
<CAPTION>
VALUATION
AS OF UNREALIZED
EXPIRATION CONTRACT DECEMBER 31, APPRECIATION
CONTRACTS TO SELL DATE AMOUNT 1994 (DEPRECIATION)
----------------- ---------- -------- ------------ --------------
<S> <C> <C> <C> <C>
Australian Dollar 02/24/95 $ 137,438 $ 137,901 $ (463)
Australian Dollar 03/15/95 2,684,280 2,696,708 (12,428)
Canadian Dollar 01/17/95 758,241 732,046 26,195
Canadian Dollar 02/16/95 1,997,054 1,930,583 66,471
Danish Kroner 01/17/95 1,322,900 1,279,708 43,192
Danish Kroner 02/16/95 4,051,244 4,002,959 48,285
Danish Kroner 02/24/95 1,824,234 1,819,826 4,408
Danish Kroner 03/15/95 254,791 258,813 (4,022)
Italian Lira 02/24/95 1,615,428 1,595,297 20,131
Pound Sterling 01/17/95 1,808,982 1,747,295 61,687
Pound Sterling 02/24/95 1,480,161 1,481,076 (915)
Spanish Peseta 02/16/95 2,080,878 2,024,259 56,619
Spanish Peseta 03/15/95 971,777 975,407 (3,630)
----------- ----------- ----------
$20,987,408 $20,681,878 $ 305,530
=========== =========== ----------
<CAPTION>
CONTRACTS TO BUY
----------------
<S> <C> <C> <C> <C>
Australian Dollar 03/15/95 $ 912,741 $ 918,558 $ 5,817
=========== =========== ----------
Net unrealized appreciation.......................... $ 311,347
==========
</TABLE>
The Income Portfolio had unrealized translation losses on foreign currency
receivables and payables as follows:
Unrealized translation losses:
<TABLE>
<S> <C>
Tax Expense Payables.......................................... $ (60)
Interest Reclaim Receivable................................... (767)
Interest Receivables.......................................... (1,288)
-------
Net unrealized translation loss............................. $(2,115)
=======
</TABLE>
B-73
<PAGE>
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
As of December 31, 1994 the Diversified Portfolio experienced an unrealized
net gain of $ 369,973 based on the following foreign currency exchange
contracts outstanding:
<TABLE>
<CAPTION>
VALUATION
AS OF UNREALIZED
EXPIRATION CONTRACT DECEMBER 31, APPRECIATION
CONTRACTS TO SELL DATE AMOUNT 1994 (DEPRECIATION)
----------------- ---------- -------- ------------ --------------
<S> <C> <C> <C> <C>
Australian Dollar 02/16/95 $ 1,880,125 $ 1,940,888 $ (60,763)
Australian Dollar 02/24/95 61,911 62,119 (208)
Australian Dollar 03/15/95 1,488,584 1,497,490 (8,906)
Canadian Dollar 01/17/95 1,033,630 997,922 35,708
Canadian Dollar 02/24/95 2,243,304 2,190,549 52,755
Danish Kroner 01/17/95 1,665,647 1,611,265 54,382
Danish Kroner 02/16/95 3,695,808 3,656,256 39,552
Danish Kroner 03/15/95 3,398,884 3,452,812 (53,928)
German Mark 02/16/95 1,735,375 1,720,000 15,375
German Mark 02/24/95 7,853,911 7,852,540 1,371
Italian Lira 02/24/95 3,335,988 3,294,417 41,571
Pound Sterling 01/17/95 2,137,740 2,064,842 72,898
Pound Sterling 02/24/95 1,808,391 1,809,509 (1,118)
Pound Sterling 03/15/95 688,298 688,158 140
Spanish Peseta 02/16/95 1,189,451 1,157,256 32,195
Spanish Peseta 03/15/95 2,405,187 2,412,052 (6,865)
----------- ----------- ---------
$36,622,234 $36,408,075 $ 214,159
=========== =========== =========
<CAPTION>
CONTRACTS TO BUY
----------------
<S> <C> <C> <C> <C>
Australian Dollar 03/15/95 $ 1,136,678 $ 1,143,923 $ 7,245
German Mark 02/16/95 1,691,274 1,720,000 28,726
German Mark 02/24/95 7,732,697 7,852,540 119,843
----------- ----------- ---------
$10,560,649 $10,716,463 $ 155,814
=========== =========== ---------
Net unrealized appreciation.......................... $ 369,973
=========
</TABLE>
The Diversified Portfolio had unrealized translation losses on foreign
currency receivables and payables as follows:
Unrealized translation losses:
<TABLE>
<S> <C>
Tax Expense Payables.......................................... $ (37)
Interest Reclaim Receivable................................... (898)
Interest Receivables.......................................... (1,673)
-------
Net unrealized translation loss............................. $(2,608)
=======
</TABLE>
B-74
<PAGE>
NOTES TO FINANCIAL STATEMENTS--(CONCLUDED)
The International Stock Portfolio had unrealized translation gains on
foreign currency receivables and payables as follows:
Unrealized translation gains (losses):
<TABLE>
<S> <C>
Interest Receivables........................................ $ 2
Purchase Payables........................................... 37,437
Dividend Reclaim Receivable................................. 4,085
Dividend Receivable......................................... 23
Withheld Tax Liabilities.................................... 26
Receivable Investments Sold................................. 701
Cash Denominated in Foreign Currencies...................... (234,578)
---------
Net unrealized translation loss........................... $(192,304)
=========
</TABLE>
8.PORTFOLIO SUBSTITUTIONS
On June 1, 1994, all shareholders of the GNMA and Equity Income Portfolios
redeemed their shares and purchased shares of equal aggregate value in the
Diversified Portfolio. This was in accordance with the portfolio substitutions
initiated by the shareholders of the Fund, whereby on June 1, 1994 the
Diversified Portfolio was substituted as an investment vehicle for GNMA and
Equity Income Portfolio shareholders. As a result of the substitutions, the
net assets in the Diversified Portfolio increased by $40,960,412, while the
capital stock increased by 2,897,145 shares. The substitutions were tax-free.
B-75
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
METROPOLITAN SERIES FUND GROWTH PORTFOLIO
In an uncertain year of rising interest rates and a stock market that punished
risk taking, the Growth Portfolio's performance was disappointing.
Our selection of individual stocks in areas such as autos, retailing,
recreation and oil did not fulfill expectations. A few bright spots appeared
in drugs, hospital supplies and electronics. We added holdings in those
consumer staples and technology sectors, as well as in basic industries that
serve world economies. Because of the impact of rising interest rates on
consumer spending, we reduced holdings in areas such as auto, building, and
bank stocks.
INVESTMENT OBJECTIVE
To seek long-term growth of capital and income and moderate current income.
UNDERLYING INVESTMENTS
Invests primarily in common stocks of good quality and in well-established
companies, where the stock price is considered to represent good growth
potential or which are considered to be undervalued based on historical
investment standards.
PORTFOLIO SUMMARY AS OF 12/31/94
Net Assets $746.4 million
TOP 10 HOLDINGS
Abbott Laboratories
AT&T
AMP, Inc.
Corning, Inc.
E.I. du Pont de Nemours and Co.
Ericsson (LM) Tel. Co. ADR Cl. B
General Electric Co.
Philip Morris Cos., Inc.
Procter & Gamble Co.
Xerox Corp.
Comparison of Change in Value of a $10,000
Investment in the Growth Portfolio and the
S&P 500 Index from 12/31/84 to 12/31/94.
<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURNS
1 YR. 5 YRS. 10 YRS.
----- ------ -------
<S> <C> <C>
-3.25% 8.50% 13.73%
</TABLE>
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
COMPARISON OF FIVE YEAR CUMULATIVE RETURN
AMONG GROWTH PORTFOLIO AND S&P 500 INDEX
Measurement period Growth S&P 500
(Fiscal year Covered) Portfolio Index
- --------------------- --------- ---------
<S> <C> <C>
Measurement PT -
12/31/84 $ 10,000 $ 10,000
FYE 12/31/85 $ 13,482 $ 13,173
FYE 12/31/86 $ 14,852 $ 15,631
FYE 12/31/87 $ 15,919 $ 16,452
FYE 12/31/88 $ 17,620 $ 19,177
FYE 12/31/89 $ 24,077 $ 25,243
</TABLE>
The above graph does not include Separate Account expenses (general
administrative expenses and mortality and expense risk charges). If
performance information included the effect of these additional charges,
performance would have been lowered. Past performance is no guarantee of
future results. Principal value and investment return will vary and you may
have a gain or loss when you withdraw your money.
B-76
<PAGE>
METROPOLITAN SERIES FUND INCOME PORTFOLIO
Because of significant interest rate increases, high quality fixed-income
securities generally posted negative returns in 1994. The Income Portfolio fell
with declining bond markets, although not as far as most of its peers.
We turned cautious on the market early. The Portfolio was weighted like a
barbell, weighted at one end with 30-year Treasuries and with high-quality,
short-term securities at the other. This balance of investments benefited as
interest rates rose and yields flattened in all maturities. Mortgage and asset-
backed securities, where we were overweighted, were our best-performing
sectors. We reduced corporate holdings during the year as yield premiums
narrowed. We invested small portions of the Portfolio in high yield bonds,
which performed well, and in select European countries, Canada and Australia.
We remain overweighted in mortgages and asset-backed securities in order to
benefit from relatively attractive yields. We maintain modest positions in high
yield bonds and select foreign markets.
INVESTMENT OBJECTIVE
To achieve the highest possible total return by combining current income with
capital gains, consistent with prudent investment risk and preservation of
capital.
UNDERLYING INVESTMENTS
Invests primarily in fixed income, high-quality debt securities.
PORTFOLIO SUMMARY AS OF 12/31/94
<TABLE>
<S> <C>
Net Assets $275.7 million
Average Bond Quality AA+
</TABLE>
Comparison of Change in Value of a $10,000 Investment
in the Income Portfolio and the Lehman Brothers
Aggregate Index from 12/31/84 to 12/31/94.
<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURNS
1 YR. 5 YRS. 10 YRS.
----- ------ -------
<S> <C> <C>
-3.15% 8.28% 10.65%
</TABLE>
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
COMPARISON OF FIVE YEAR CUMULATIVE RETURN
AMONG INCOME PORTFOLIO AND LEHMAN BROTHERS AGGREGATE INDEX
Measurement period Income Lehman Brothers
(Fiscal year Covered) Portfolio Aggregate Index
- --------------------- --------- ---------------
<S> <C> <C>
Measurement PT -
12/31/84 $ 10,000 $ 10,000
FYE 12/31/85 $ 12,717 $ 12,210
FYE 12/31/86 $ 15,213 $ 14,074
FYE 12/31/87 $ 14,929 $ 14,462
FYE 12/31/88 $ 16,315 $ 15,602
FYE 12/31/89 $ 18,492 $ 17,869
</TABLE>
The above graph does not include Separate Account expenses (general
administrative expenses and mortality and expense risk charges). If performance
information included the effect of these additional charges, performance would
have been lowered. Past performance is no guarantee of future results.
Principal value and investment return will vary and you may have a gain or loss
when you withdraw your money.
B-77
<PAGE>
METROPOLITAN SERIES FUND MONEY MARKET PORTFOLIO
Fears of a stronger economy giving way to higher inflation prompted the Federal
Reserve to raise the Fed funds rate by 250 basis points in 1994. Although
further Fed tightening is expected, the steepness of the yield curve will
likely create opportunities for slight extensions.
The average maturity of the underlying money market instruments held in the
Portfolio during 1994 was 30 days, a decrease of 35 days from the previous
year. As of December 31, 1994, the Portfolio was well positioned with an
average maturity of 22 days compared to Donoghue's All Taxable average of 36
days. This shorter average maturity contributed to our higher yield. During
1994, the assets in the Portfolio were mainly Treasuries, governmental agencies
and commercial paper.
INVESTMENT OBJECTIVE
To achieve the highest possible current income consistent with preservation of
capital and maintenance of liquidity.
UNDERLYING INVESTMENTS
Invests primarily in short-term money market instruments.
PORTFOLIO SUMMARY AS OF 12/31/94
Net Assets $40.0 million
Comparison of Change in Value of a $10,000 Investment
in the Money Market Portfolio and Donoghue's 30 Day
All Taxable Index from 12/31/84 to 12/31/94.
<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURNS
1 YR. 5 YRS. 10 YRS.
----- ------ -------
<S> <C> <C>
3.85% 4.94% 6.25%
</TABLE>
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
COMPARISON OF FIVE YEAR CUMULATIVE RETURN
AMONG MONEY MARKET PORTFOLIO AND DONOGHUE 30 DAY ALL TAXABLE* INDEX
Measurement period Money Market Donoghue 30 Day
(Fiscal year Covered) Portfolio All Taxable* Index
- --------------------- ------------ ------------------
<S> <C> <C>
Measurement PT -
12/31/84 $ 10,000 $ 10,000
FYE 12/31/85 $ 10,811 $ 10,771
FYE 12/31/86 $ 11,537 $ 11,445
FYE 12/31/87 $ 12,255 $ 12,146
FYE 12/31/88 $ 13,180 $ 13,009
FYE 12/31/89 $ 14,404 $ 14,163
</TABLE>
The above graph does not include Separate Account expenses (general
administrative expenses and mortality and expense risk charges). If performance
information included the effect of these additional charges, performance would
have been lowered. Past performance is no guarantee of future results.
Principal value and investment return will vary and you may have a gain or loss
when you withdraw your money. The Money Market Portfolio is not insured or
guaranteed by the U.S. government.
* Source: Money Fund Report (R)
B-78
<PAGE>
METROPOLITAN SERIES FUND DIVERSIFIED PORTFOLIO
With bonds losing ground and stocks struggling in the rising-rate, risk-averse
environment of 1994, the Diversified Portfolio declined.
Our asset allocation, favoring stocks to bonds in a 60%/40% ratio, did add
value to the Portfolio for nearly 11 months. We shifted to a 55%/45% allocation
near the end of the year. Our stock holdings increased in areas such as
chemicals, drugs, food and beverages, and electronics, while we sold auto,
retailing and bank stocks. Among fixed-income positions, we overweighted
mortgage and asset-backed securities, which offered relatively attractive
yields.
We are maintaining a cautious outlook for stocks. Further market turbulence
could cause us to reallocate the Portfolio conservatively toward more bond
holdings.
INVESTMENT OBJECTIVE
To achieve a high total return while attempting to limit investment risk and
preserve capital.
UNDERLYING INVESTMENTS
Invests in equity securities, fixed income debt securities, or short-term money
market instruments, or any combination thereof at the discretion of State
Street Research & Management Company.
PORTFOLIO SUMMARY AS OF 12/31/94
Net Assets $892.9 million
Average Bond Quality AA+
TOP 10 EQUITY HOLDINGS
Abbott Laboratories
AT&T
AMP, Inc.
Citicorp
Corning, Inc.
Ericsson (LM) Tel. Co. ADR Cl. B
Federal National Mortgage Assoc.
General Electric Co.
Philip Morris Cos., Inc.
Procter & Gamble Co.
Comparison of Change in Value of a
$10,000 Investment in the Diversified
Portfolio, the S&P 500 Index and the
Lehman Brothers Aggregate Index from
7/25/86 to 12/31/94.
<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURNS
1 YR. 5 YRS. INCEPTION
----- ------ ---------
<S> <C> <C>
-3.06% 8.36% 9.36%
</TABLE>
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
COMPARISON OF FIVE YEAR CUMULATIVE RETURN
AMONG DIVERSIFIED PORTFOLIO, S&P 500 INDEX AND LEHMAN BROTHERS INDEX
Measurement period Diversified S&P 500 Lehman Brothers
(Fiscal year Covered) Portfolio Index Index
- --------------------- ----------- ------- ---------------
<S> <C> <C> <C>
Measurement PT -
07/25/86 $ 10,340 $ 10,402 $ 10,477
FYE 07/25/87 $ 10,716 $ 10,949 $ 10,756
FYE 07/25/88 $ 11,706 $ 12,762 $ 11,615
FYE 07/25/89 $ 14,253 $ 16,799 $ 13,303
FYE 07/25/90 $ 14,253 $ 16,277 $ 14,495
FYE 07/25/91 $ 17,784 $ 21,225 $ 16,814
</TABLE>
The above graph does not include Separate Account expenses (general
administrative expenses and mortality and expense risk charges). If performance
information included the effect of these additional charges, performance would
have been lowered. Past performance is no guarantee of future results.
Principal value and investment return will vary and you may have a gain or loss
when you withdraw your money.
B-79
<PAGE>
METROPOLITAN SERIES FUND AGGRESSIVE GROWTH PORTFOLIO
The Aggressive Growth Portfolio declined modestly in a difficult market
environment over the 12 months ending December 31, 1994.
Last year's market was driven by earnings. Our strongest results came in the
technology sector. Weakness in consumer sectors, where we were overweighted in
retail trade and recreation company stocks, offset that performance. There were
no significant sector leadership trends, so individual stock selection was key.
We continue to pursue companies with excellent fundamentals and outstanding
management. Recently we have started to buy back financial companies that are
sensitive to rising interest rates. We continue to overweight the technology
sector, such as semiconductors for consumer products. We have also added to
positions in the hospital supply industry, including health maintenance
organizations and nursing homes. For these reasons, we believe that our blend
of growth and value stocks will be a good mix over the longer term.
INVESTMENT OBJECTIVE
To achieve maximum capital appreciation.
UNDERLYING INVESTMENTS
Invests primarily in common stocks (and equity and debt securities convertible
into or carrying the right to acquire common stocks) of emerging companies,
undervalued securities or special situations.
PORTFOLIO SUMMARY AS OF 12/31/94
Net Assets $590.0 million
TOP 10 HOLDINGS
Analog Devices
BMC Software, Inc.
Hewlett Packard Co.
Hospitality Franchise System, Inc.
Informix Corp.
LSI Logic Corp.
Lotus Development Corp.
Motorola, Inc.
Nokia Corp. ADS
Sunglass Hut International, Inc.
Comparison of Change in Value of a $10,000
Investment in the Aggressive Growth Portfolio
and the S&P 500 Index from 4/29/88 to 12/31/94.
<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURNS
1 YR. 5 YRS. INCEPTION
----- ------ ---------
<S> <C> <C>
-1.88% 14.66% 16.22%
</TABLE>
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
COMPARISON OF FIVE YEAR CUMULATIVE RETURN
AMONG AGGRESSIVE GROWTH PORTFOLIO AND S&P 500 INDEX
Measurement period Aggressive Growth S&P 500
(Fiscal year Covered) Portfolio Index
- --------------------- ----------------- --------
<S> <C> <C>
Measurement PT -
04/29/88 $ 10,521 $ 10,910
FYE 04/29/89 $ 13,776 $ 14,361
FYE 04/29/90 $ 12,351 $ 13,914
FYE 04/29/91 $ 20,553 $ 18,144
FYE 04/29/92 $ 20,688 $ 19,524
FYE 04/29/93 $ 27,822 $ 21,488
FYE 04/29/94 $ 27,298 $ 21,770
</TABLE>
The above graph does not include Separate Account expenses (general
administrative expenses and mortality and expense risk charges). If performance
information included the effect of these additional charges, performance would
have been lowered. Past performance is no guarantee of future results.
Principal value and investment return will vary and you may have a gain or loss
when you withdraw your money.
B-80
<PAGE>
METROPOLITAN SERIES FUND STOCK INDEX PORTFOLIO
In 1994, U.S. stock prices had their first yearly decline since 1990. With the
addition of dividend income, the Portfolio was able to achieve a small positive
return. During the year, good corporate profit growth helped stock prices, but
this was offset by the negative impact of higher interest rates.
The Portfolio continued to follow its strategy of investing virtually all its
assets in stocks of companies in the Standard & Poor's 500 Index (S&P 500
Index). The Portfolio uses a computerized stock selection procedure to allocate
its holdings among industries and specific stocks in order to achieve returns
close to those of the S&P 500 Index.
INVESTMENT OBJECTIVE
To equal the performance of the Standard & Poor's 500 Composite Stock Price
Index (adjusted to assume reinvestment of dividends).
UNDERLYING INVESTMENTS
Invests in the common stocks of companies that are included in the S&P 500
Index.
PORTFOLIO SUMMARY AS OF 12/31/94
Net Assets $363.0 million
TOP 10 HOLDINGS
AT&T
Coca Cola Co.
Exxon Corp.
General Electric Co.
International Business Machines
Merck & Co., Inc.
Philip Morris Cos., Inc.
Procter & Gamble Co.
Royal Dutch Petroleum Co.
Wal-Mart Stores, Inc.
Comparison of Change in Value of a $10,000
Investment in the Stock Index Portfolio and
the S&P 500 Index from 5/1/90 to 12/31/94.
<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURNS
1 YR. INCEPTION
----- ---------
<S> <C>
1.18% 10.22%
</TABLE>
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
COMPARISON OF FIVE YEAR CUMULATIVE RETURN
AMONG STOCK INDEX PORTFOLIO AND S&P 500 INDEX
Measurement period Stock Index S&P 500
(Fiscal year Covered) Portfolio Index
- --------------------- ----------- --------
<S> <C> <C>
Measurement PT -
05/01/90 $ 10,202 $ 10,212
FYE 05/01/91 $ 13,238 $ 13,234
FYE 05/01/92 $ 14,236 $ 14,358
FYE 05/01/93 $ 15,587 $ 15,792
FYE 05/01/94 $ 15,753 $ 15,999
</TABLE>
The above graph does not include Separate Account expenses (general
administrative expenses and mortality and expense risk charges). If performance
information included the effect of these additional charges, performance would
have been lowered. Past performance is no guarantee of future results.
Principal value and investment return will vary and you may have a gain or loss
when you withdraw your money.
B-81
<PAGE>
METROPOLITAN SERIES FUND INTERNATIONAL STOCK PORTFOLIO
Although most major international markets had already risen appreciably in
1993, management continued in 1994 to find companies throughout the world which
they considered to be both undervalued and outstanding growth prospects. As the
year progressed, an increasingly important theme driving the International
Stock Portfolio was the intense competition for capital developing between the
strengthening economies of the industrialized world and the simultaneous focus
on infrastructure development in the emerging economies. The intense focus on
productivity in developed economies requires high rates of capital investment;
at the same time, the developing countries also have a high demand for capital
to maintain their rapid moves toward modernization. While both efforts will
ultimately lead to economic growth, the current capital required to fuel these
undertakings is, in many instances, being diverted from the financial markets.
GFM believes this competition between the financial markets (liquid assets) and
the real economy (non-liquid assets) will continue to build.
INVESTMENT OBJECTIVE/UNDERLYING INVESTMENTS
To achieve long-term growth of capital by investing primarily in common stocks
and equity-related securities of non-United States companies.
PORTFOLIO SUMMARY AS OF 12/31/94
Net Assets $273.0 million
TOP 10 HOLDINGS
Avocet Ventures
Elders Australia
Epicore Networks
Matsushita Electric
Prospect Japan Fund Units
Savage Resources
Star Mining
Taiwan Tracker Fund
Tokyo Broadcasting
Western Mining
Comparison of Change in Value of a
$10,000 Investmentin the International
Stock Portfolio and the Morgan Stanley EAFE
Index from 5/1/91 to 12/31/94.
<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURNS
1 YR. INCEPTION
---- ---------
<S> <C>
5.08% 9.01%
</TABLE>
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
COMPARISON OF FIVE YEAR CUMULATIVE RETURN
AMONG INTERNATIONAL STOCK PORTFOLIO AND MORGAN STANLEY EAFE INDEX
Measurement period International Stock Morgan Stanley
(Fiscal year Covered) Portfolio EAFE Index
- --------------------- ------------------- --------------
<S> <C> <C>
Measurement PT -
05/01/91 $ 10,000 $ 10,000
FYE 05/01/92 $ 9,845 $ 10,335
FYE 05/01/93 $ 8,840 $ 9,077
FYE 05/01/94 $ 13,062 $ 12,033
FYE 05/01/94 $ 13,726 $ 12,969
</TABLE>
[PIE CHART APPEARS HERE]
ALLOCATION BY COUNTRY
<TABLE>
<CAPTION>
<S> <C>
Japan (26.3%) 26.3
United Kingdom (17.1%) 17.1
Canada (11.1%) 11.1
Australia (9.6%) 9.6
France (5.9%) 5.9
Germany (5.8%) 5.8
Switzerland (2.5%) 2.5
Taiwan (2.5%) 2.5
Misc. Pacific Basin (7.2%) 7.2
Misc. Europe (10.3%) 10.3
Other (1.7%) 1.7
</TABLE>
ASSESSED BY REVIEWING THE MARKET VALUE OF INVESTMENTS.
The Average Annual Total Returns were not materially affected by Metropolitan
Life Insurance Company's subsidy of certain expenses for part of 1993, and did
not produce return figures different from those displayed. The above graph does
not include Separate Account expenses (general administrative expenses and
mortality and expense risk charges). If performance information included the
effect of these additional charges, performance would have been lowered. Past
performance is no guarantee of future results. Principal value and investment
return will vary and you may have a gain or loss when you withdraw your money.
B-82
<PAGE>
PART C. OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(A) FINANCIAL STATEMENTS:
Included in Prospectus:
Financial Highlights for the Period June 24, 1984 to December 31,
1994
Included in Part B:
INDEPENDENT AUDITORS' REPORT
Schedule of Investments as of December 31, 1994--Growth Portfolio
Schedule of Investments as of December 31, 1994--Income Portfolio
Schedule of Investments as of December 31, 1994--Money Market
Portfolio
Schedule of Investments as of December 31, 1994--Discretionary
(now known as Diversified) Portfolio
Schedule of Investments as of December 31, 1994--Aggressive Growth
Portfolio
Schedule of Investments as of December 31, 1994--Stock Index
Portfolio
Schedule of Investments as of December 31, 1994--International
Stock Portfolio
Statements of Assets and Liabilities, December 31, 1994
Statements of Operations for the year ended December 31, 1994
Statements of Changes in Net Assets for the year ended December
31, 1994 and the year ended December 31, 1993
Financial Highlights for the Period January 1, 1989 to December
31, 1994
NOTES TO FINANCIAL STATEMENTS
MANAGEMENT'S DISCUSSION AND ANALYSIS
(B) EXHIBITS:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION PAGE+
------- ----------- -----
<C> <S> <C>
1. --Articles of Incorporation of Registrant, as amended May 23,
1983**
1(b). --Articles Supplementary of Registrant****
1(c). --Articles Supplementary of Registrant(degrees)(degrees)
1(d). --Articles Supplementary of
Registrant(degrees)(degrees)(degrees)(degrees)
1(e). --Articles Supplementary of
Registrant(degrees)(degrees)(degrees)(degrees)
1(f). --Articles Supplementary of Registrant++
1(g). --Articles Supplementary of Registrant +++
2. --By-Laws of Registrant, as amended January 27,
1988(degrees)(degrees)(degrees)(degrees)
3. --None
4. --Specimen certificates for shares of common stock of
Registrant(degrees)(degrees)
5(a). --Investment Management Agreements, as amended, relating to
Growth, Income, Money Market, Diversified, Aggressive Growth,
Stock Index and International Stock Portfolios##
5(b). --Sub-Investment Management Agreements relating to Growth, In-
come and Diversified
Portfolios(degrees)(degrees)(degrees)(degrees)
5(c). --Sub-Investment Management Agreement relating to Aggressive
Growth Portfolio(degrees)(degrees)(degrees)(degrees)(degrees)
5(d). --Sub-Investment Management Agreement relating to Interna-
tional Stock Portfolio+++++
5(e). --Amended Sub-Investment Management Agreement relating to In-
ternational Stock Portfolio#
6(a). --Distribution Agreement**
6(b). --Addendum to Distribution Agreement(degrees)
6(c). --Second Addendum to Distribution Agreement##
7. --None
8(a). --Custodian Agreement with State Street Bank & Trust
Company(degrees)(degrees)(degrees)
8(b). --Revised schedule of remuneration+++
8(c). --Amendment to Custodian
Agreement(degrees)(degrees)(degrees)(degrees)
8(d). --Amendments to Custodian Agreement++
</TABLE>
C-1
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION PAGE+
------- ----------- -----
<C> <S> <C>
9(a). --Transfer Agency
Agreement(degrees)(degrees)(degrees)(degrees)
9(b). --Agreement relating to the use of the "Metropolitan" name and
service marks*
10(a). --Opinion and Consent of Counsel with respect to the shares of
the Growth, Income and Money Market Portfolios**
10(b). --Opinion and Consent of Counsel with respect to the shares of
the Diversified and GNMA Portfolios(degrees)(degrees)
10(c). --Opinion and Consent of Counsel with respect to the shares of
the Aggressive Growth and Equity Income
Portfolios(degrees)(degrees)(degrees)(degrees)
10(d). --Opinion and Consent of Counsel with respect to the shares of
the Stock Index Portfolio++
10(e). --Opinion and Consent of Counsel with respect to the shares of
the International Stock Portfolio +++
11(a). --Consent of Independent Public Accountants
11(b). --Consent of Freedman, Levy, Kroll & Simonds***
12. --None
13(a). --Stock Purchase Agreement**
13(b). --Supplementary Stock Purchase
Agreement(degrees)(degrees)(degrees)
13(c). --Second Supplementary Stock Purchase
Agreement(degrees)(degrees)(degrees)
13(d). --Third Supplementary Stock Purchase
Agreement(degrees)(degrees)(degrees)(degrees)(degrees)
13(e). --Fourth Supplementary Stock Purchase Agreement+++
13(f). --Fifth Supplementary Stock Purchase Agreement+++++
14. --None
15. --None
16(a). --Powers of Attorney++++
16(b). --Powers of Attorney for Messrs. Hodgman, Tweedie and Zito
17. --Specimen Price Make-Up Sheet
27. --Financial Data Schedule
</TABLE>
- --------
*Filed with initial filing of this Registration Statement on December 6,
1982.
**Filed with the filing of Pre-Effective Amendment No. 1 to this
Registration Statement on June 6, 1983.
***Filed with the filing of Pre-Effective Amendment No. 2 to this
Registration Statement on June 23, 1983.
****Filed with the filing of Post-Effective Amendment No. 2 to this
Registration Statement on March 1, 1985.
(degrees)Filed with the filing of Post-Effective Amendment No. 5 to this
Registration Statement on April 24, 1986.
(degrees)(degrees)Filed with the filing of Post-Effective Amendment No. 6 to
this Registration Statement on June 13, 1986.
(degrees)(degrees)(degrees)Filed with the filing of Post-Effective Amendment
No. 7 to this Registration Statement on March 30, 1987.
(degrees)(degrees)(degrees)(degrees)Filed with the filing of Post-Effective
Amendment No. 8 to this Registration Statement on February 26, 1988.
(degrees)(degrees)(degrees)(degrees)(degrees)Filed with the filing of Post-
Effective Amendment No. 9 to this Registration Statement on March 2, 1989.
+In manually signed copy only.
++Filed with the filing of Post-Effective Amendment No. 10 to this
Registration Statement on March 1, 1990.
+++Filed with the filing of Post-Effective Amendment No. 11 to this
Registration Statement on February 28, 1991.
++++Powers of Attorney for Signatories for Messrs. Garban and Hopkins were
filed with the filing of Post-Effective Amendment No. 8 to this
Registration Statement on February 26, 1988. Powers of Attorney for
Signatories for Messrs. Lawrence, Morton, and M.S.S. Morton were filed with
the filing of Post-Effective Amendment No. 15 to this Registration
Statement on April 27, 1994.
+++++Filed with the filing of Post-Effective Amendment No. 12 to this
Registration Statement on May 31, 1991.
#Filed with the filing of Post-Effective Amendment No. 13 to this Registration
Statement on April 14, 1992.
##Filed with the filing of Post-Effective Amendment No. 15 to this Registration
Statement on April 27, 1994.
C-2
<PAGE>
ORGANIZATIONAL STRUCTURE OF METROPOLITAN AND SUBSIDIARIES
AS OF DECEMBER 31, 1994
The following is a list of subsidiaries of Metropolitan Life Insurance Company
("Metropolitan") as of December 31, 1994. Those entities which are listed at
the left margin (labelled with capital letters) are direct subsidiaries of
Metropolitan. Unless otherwise indicated, each entity which is indented under
another entity is a subsidiary of such indented entity and, therefore, an
indirect subsidiary of Metropolitan. The voting securities (excluding
directors' qualifying shares, if any) of the subsidiaries listed are 100% owned
by their respective parent corporations, unless otherwise indicated. The
jurisdiction of domicile of each subsidiary listed is set forth in the
parenthetical following such subsidiary.
A. Metropolitan Tower Corp. (Delaware)
1. Metropolitan Property and Casualty Insurance Company (Delaware)
a. Metropolitan Group Property and Casualty Insurance Company
(Delaware)
i. Metropolitan Reinsurance Company (U.K.) Limited (Great
Britain)
b. Metropolitan Casualty Insurance Company (Delaware)
c. Metropolitan General Insurance Company (Delaware)
d. First General Insurance Company (Georgia)
e. Metropolitan P&C Insurance Services, Inc. (California)
f. Metropolitan Lloyds, Inc. (Texas)
2. Metropolitan Insurance and Annuity Company (Delaware)
a. MetLife Europe I, Inc. (Delaware)
b. MetLife Europe II, Inc. (Delaware)
c. MetLife Europe III, Inc. (Delaware)
d. MetLife Europe IV, Inc. (Delaware)
e. MetLife Europe V, Inc. (Delaware)
3. MetLife General Insurance Agency, Inc. (Delaware)
a. MetLife General Insurance Agency of Alabama, Inc. (Alabama)
b. MetLife General Insurance Agency of Kentucky, Inc. (Kentucky)
c. MetLife General Insurance Agency of Mississippi, Inc.
(Mississippi)
d. MetLife General Insurance Agency of Texas, Inc. (Texas)
e. MetLife General Insurance Agency of North Carolina, Inc. (North
Carolina)
C-3
<PAGE>
4. MetLife HealthCare Management Corporation (Delaware)
a. MetLife HealthCare Network of Kansas City, Inc. (Missouri)
b. MetLife HealthCare Network of Northern New Jersey, Inc. (New
Jersey)
c. Metlife HealthCare Network of New York, Inc. (New York)
d. MetLife HealthCare Network of Ohio, Inc. (Ohio)
e. MetLife HealthCare Network of Wisconsin, Inc. (Wisconsin)
f. MetLife HealthCare Network, Inc. (Delaware)
g. MetLife HealthCare Network of Georgia, Inc. (Georgia)
h. MetLife HealthCare Network of Illinois, Inc. (Delaware)
i. MetLife HealthCare Network of Arizona, Inc. (Arizona)
j. MetLife HealthCare Network of Kentucky, Inc. (Kentucky)
k. MetLife HealthCare Network of Massachusetts, Inc. (Massachusetts)
l. MetLife HealthCare Network of Texas, Inc. (Texas)
m. MetLife HealthCare Network of Florida, Inc. (Florida)
n. MetLife HealthCare Network of Colorado, Inc. (Colorado)
o. MetLife HealthCare Network of California, Inc. (California)
5. Corporate Health Strategies, Inc. (Delaware)
6. Metropolitan Asset Management Corporation (Delaware)
a. MetLife Capital Holdings, Inc. (Delaware)
i. MetLife Capital Corporation (Delaware)
(1) Searles Cogeneration, Inc. (Delaware)
(2) MLYC Cogen, Inc. (Delaware)
(3) MCC Yerkes Inc. (Washington)
(4) MetLife Capital, Limited Partnership (Delaware).
Partnership interests in MetLife Capital, Limited
Partnership are held by Metropolitan (90%) and MetLife
Capital Corporation (10%).
(5) MCC Investment Corporation (Delaware)
(a) MetLife Capital Credit L.P. (Delaware).
Partnership interests in MetLife Capital Credit
L.P. are held by Metropolitan (90%) and MCC
Investment Corporation (10%).
(6) MetLife Capital Portfolio Investments, Inc. (Nevada)
(a) MetLife Capital Funding Corp. (Delaware)
ii. MetLife Capital Financial Corporation (Delaware)
C-4
<PAGE>
iii. MetLife Financial Acceptance Corporation (Delaware).
MetLife Capital Holdings, Inc. holds 100% of the voting
preferred stock of MetLife Financial Acceptance Corporation.
Metropolitan Property and Casualty Insurance Company holds
100% of the common stock of MetLife Financial Acceptance
Corporation.
b. MetLife Investment Management Corporation (Delaware)
i. MetLife Investments Limited (United Kingdom). 23rd Street
Investments, Inc. holds one share of MetLife Investments
Limited.
c. MetLife Realty Group, Inc. (Delaware)
d. GFM International Investors Limited (United Kingdom). The common
stock of GFM International Investors Limited ("GFM") is held by
Metropolitan (99.5%) and by an employee of GFM (.5%). GFM is a
sub-investment manager for the International Stock Portfolio of
Metropolitan Series Fund, Inc.
i. GFM Investments Limited (United Kingdom)
7. SSRM Holdings, Inc. (Delaware)
a. State Street Research & Management Company (Delaware). Is a sub-
investment manager for the Growth, Income, Diversified and
Aggressive Growth Portfolios of Metropolitan Services Fund, Inc.
i. State Street Research Energy, Inc. (Massachusetts)
ii. State Street Research Investment Services, Inc.
(Massachusetts)
b. Metric Holdings, Inc. (Delaware)
i. Metric Management Inc. (Delaware)
ii. Metric Realty Corp. (Delaware)
iii. Metric Realty (Illinois). Metric Realty Corp. and Metric
Holdings, Inc. each holds 50% of the common stock of Metric
Realty.
(1) Metric Capital Corporation (California)
(2) Metric Assignor, Inc. (California)
(3) Metric Institutional Realty Advisors, Inc. (California)
(4) Metric Institutional Realty Advisors, L.P.
(California).
Metric Realty holds a 99% limited partnership interest
and Metric Institutional Realty Advisors, Inc. holds a
1%
C-5
<PAGE>
interest as general partner in Metric Institutional
Realty Advisors, L.P.
(5) Metric Realty Services, Inc. (Delaware)
(6) Metric Institutional Apartment Fund II, L.P.
(California). Metric Realty holds a 1% interest as
general partner and Metropolitan holds an approximately
14.6% limited partnership interest in Metric
Institutional Apartment Fund II, L.P.
8. MetLife Holdings, Inc. (Delaware)
a. MetLife Funding, Inc. (Delaware)
b. MetLife Credit Corp. (Delaware)
9. Metropolitan Tower Realty Company, Inc. (Delaware)
10. MetLife Real Estate Advisors, Inc. (California)
B. Metropolitan Tower Life Insurance Company (Delaware)
C. MetLife Security Insurance Company of Louisiana (Louisiana)
D. MetLife Texas Holdings, Inc. (Delaware)
1. Texas Life Insurance Company (Texas)
a. Texas Life Agency Services, Inc. (Texas)
E. MetLife Securities, Inc. (Delaware)
F. 23rd Street Investments, Inc. (Delaware)
G. Metropolitan Life Holdings Limited (Ontario, Canada)
1. Metropolitan Life Financial Services Limited (Ontario, Canada)
a. 810597 Ontario, Inc. (Ontario, Canada)
b. 810660 Ontario Inc. (Canada)
c. 478077 Alberta Ltd. (Alberta, Canada)
2. Metropolitan Life Financial Management Limited (Ontario, Canada)
a. Metropolitan Life Insurance Company of Canada (Canada)
b. Metropolitan Life Operations Limited (Canada)
i. Metropolitan Trust Company of Canada (Canada)
C-6
<PAGE>
3. Morguard Investments Limited (Ontario, Canada)
Shares of Morguard Investments Limited ("Morguard") are held by
Metropolitan Life Holdings Limited (82%) and by employees of Morguard
(18%).
4. Services La Metropolitaine Quebec, Inc. (Quebec, Canada)
5. 167080 Canada, Inc. (Canada)
a. 446068 B.C. Ltd. (British Columbia, Canada)
H. MetLife (UK) Limited (Great Britain)
1. Albany Life Assurance Company Limited (Great Britain)
a. Albany Pension Managers and Trustees Limited (Great Britain)
2. Albany Home Loans Limited (Great Britain)
3. ACFC Corporate Finance Limited (Great Britain)
4. Metropolitan Unit Trust Managers Limited (Great Britain)
5. Albany International Assurance Limited (Isle of Man)
6. MetLife Group Services Limited (Great Britain)
I. Santander Met, S.A. (Spain). Shares of Santander Met, S.A. are held by
Metropolitan (50%) and by an entity (50%) unaffiliated with Metropolitan.
1. Seguros Genesis, S.A. (Spain)
2. Genesis Seguros Generales, Sociedad Anomina de Seguros y Reaseguros
(Spain)
J. Kolon-Met Life Insurance Company (Korea). Shares of Kolon-MetLife Insurance
Company are held by Metropolitan (51%) and by an entity (49%) unaffiliated
with Metropolitan.
C-7
<PAGE>
K. Genesis Seguros de Vida S.A. (Argentina)
L. Genesis Seguros de Retiro S.A. (Argentina). Shares of Genesis Seguros de
Retiro S.A. are held by Metropolitan (10%) and by an entity (90%)
unaffiliated with Metropolitan.
M. 161397 Canada Inc. (Canada)
N. 2945835 Canada Inc. (Canada)
O. Metropolitan Marine Way Investments Limited (British Columbia, Canada)
P. Met Life Holdings Luxembourg (Luxembourg)
Q. Metropolitan Life Holdings, Netherlands BV (Netherlands)
R. MetLife International Holdings, Inc. (Delaware)
S. Century 21 Real Estate Corporation (Delaware)
1. Century 21 of the Pacific, Inc. (California)
2. Century 21 of the West, Inc. (California)
3. Century 21 Great Lakes, Inc. (Michigan)
4. Century 21 of the Southeast, Inc. (Florida)
5. Century 21 Australasia Pty. Ltd. (Australia)
6. Century 21 North Central, Inc. (Illinois)
7. Century 21 South Central States, Inc. (Texas)
8. Western Relocation Management, Inc. (California)
9. Century 21 United Kingdom Limited (United Kingdom)
10. Century 21 of the Northeast, Inc. (New Jersey)
C-8
<PAGE>
T. Metmor Financial, Inc. (California)
1. MetFirst Insurance Agency, Inc. (Delaware)
U. Metropolitan Realty Management, Inc. (Delaware)
1. Edison Supply and Distribution, Inc. (Delaware)
2. Cross & Brown Company (New York)
a. Cross & Brown Residentials, Inc. (New York)
b. Cross & Brown Company of Florida, Inc. (Florida)
c. Cross & Brown Associates of New York, Inc. (New York)
d. Cross & Brown Associates of New Jersey, Inc. (New Jersey)
e. Subrown Corp. (New York)
f. Cross & Brown Construction Corp. (New York)
g. CBNJ, Inc. (New Jersey)
h. Cross & Brown of Connecticut, Inc. (Connecticut)
V. MetPark Funding, Inc. (Delaware)
W. 2154 Trading Corporation (New York)
X. Transmountain Land & Livestock Company (Montana)
Y. Met West Agribusiness, Inc. (Delaware)
Z. Farmers National Company (Nebraska)
1. Farmers National Commodities, Inc. (Nebraska)
C-9
<PAGE>
AA. Nebraska Farms, Inc. (Nebraska)
AB. MetFarm and Ranch Properties, Inc. (Delaware)
AC. MetLife Group Administrator, Inc.
AD. The MetraHealth Companies, Inc. (Delaware). Shares of The Metra Health
Companies, Inc. are held by Metropolitan (50%) and by an entity (50%)
unaffiliated with Metropolitan.
In addition to the entities listed above, Metropolitan (or where indicated an
affiliate) also owns an interest in the following entities, among others:
1) CP&S Communications, Inc., a New York corporation, holds federal radio
communications licenses for equipment used in Metropolitan owned facilities and
airplanes. It is not engaged in any business.
C-10
<PAGE>
2) Quadreal Corp., a New York corporation, is the fee holder of a parcel of
real property subject to a 999 year prepaid lease. It is wholly-owned by
Metropolitan, having been acquired by a wholly-owned subsidiary of Metropolitan
in 1973 for $10 in connection with a real estate investment and transferred to
Metropolitan in 1988.
3) Met Life International Real Estate Equity Shares, Inc., a Delaware
corporation, is a real estate investment trust. Metropolitan owns approximately
18.4% of the outstanding common stock of this company and has the right to
designate 2 of the 5 members of its Board of Directors.
4) Metropolitan Structures is a general partnership in which Metropolitan owns
a 50% interest. Metropolitan Structures owns 100% of the common stock of
Cicero/Cermak Corporation, an Illinois corporation, which owns and manages a
shopping center in Illinois. Metropolitan Structures, Inc., an Illinois
corporation, is a property manager. Metropolitan Structures, Inc. is wholly
owned by Metropolitan Structures. Metropolitan Structures, Inc. is the sole
general partner of MS Management Services, L.P., an Illinois limited partnership
in which Metropolitan has a 49.5% interest as a limited partner.
5) Metropolitan Structures West, Inc. (doing business as MS Management
Services), a California corporation, is a property manager in California.
Metropolitan owns 50% of the capital stock of Metropolitan Structures West, Inc.
6) Seguros Genesis, S.A. (Mexico), is a Mexican insurer in which Metropolitan
and two of its subsidiaries collectively own a 24.5% interest and have the right
to designate 2 of the 9 members of the Board of Directors.
C-11
<PAGE>
7) Interbroker, Correduria de Reaseguros, S.A., is a Spanish insurance brokerage
company in which Santander Met, S.A., a subsidiary of Metropolitan in which
Metropolitan owns a 50% interest, owns a 50% interest and has the right to
designate 2 of the 4 members of the Board of Directors.
8) Met Life Agricultural Limited Partnership, is an Illinois limited
partnership of which Met Farm and Ranch Properties, Inc. has a 1% interest as
general partner and a 57.28% interest as limited partner.
9) Metropolitan owns varying interests in certain mutual funds distributed by
its affiliates. These ownership interests are generally expected to decrease as
shares of the funds are purchased by unaffiliated investors.
10) Metropolitan Lloyds Insurance Company of Texas, an affiliated association,
provides homeowner and related insurance for the Texas market. It is an
association of individuals designated as underwriters. Metropolitan Lloyds,
Inc., a subsidiary of Metropolitan Property and Casualty Insurance Company,
serves as the attorney-in-fact and manages the association.
11) Mezzanine Investment Limited Partnerships ("MILPs"), Delaware limited
partnerships, are investment vehicles through which investments in certain
entities are held. A wholly-owned subsidiary of Metropolitan serves as the
general partner of the limited partnerships and Metropolitan directly owns a 99%
limited partnership interest therein. The MILPs have various ownership interests
in certain companies. The various MILPs own, directly or indirectly, more than
50% of the common stock of the following companies: Braelan Corp., and its
subsidiary, Dan River, Inc.; Lincoln Group Holding Corp.; Igloo Holdings, Inc.
and its subsidiary, Igloo Products Corporation; Blodgett Holdings, Inc., and its
subsidiaries, GS Blodgett Corporation, GS Blodgett International Ltd., GS
Blodgett Inc., Pitco Frialator, Inc., Magikitch'n, Inc., and Cloverleaf
Properties, Inc.; and Briggs Holdings, Inc., and its subsidiary, Briggs Plumbing
Products, Inc.
C-12
<PAGE>
ITEM 26. NUMBER OF HOLDERS OF SECURITIES.
<TABLE>
<CAPTION>
NUMBER OF
RECORD HOLDERS
AT FEBRUARY 1,
TITLE OF CLASS 1995
-------------- --------------
<S> <C>
Common stock, par value $0.01 per share................ 6
</TABLE>
ITEM 27. INDEMNIFICATION.
(a) Maryland Law and By-Laws.
The Registrant is required by Article V of its By-Laws to indemnify or
advance expenses to directors and officers (or former directors and officers)
to the extent permitted or required by the Maryland General Corporation Law
("MGCL") and, in the case of officers (or former officers), only to the extent
specifically authorized by resolution of the Board of Directors. Section 2-418
of the MGCL permits indemnification of a director against judgments, penalties,
fines, settlements and reasonable expenses actually incurred in connection with
any proceeding to which he has been made a party by reason of service as a
director, unless it is established that (i) the directors's act or omission was
material to the matter giving rise to the proceeding and was committed in bad
faith or was the result of active or deliberate dishonesty; (ii) the director
actually received an improper personal benefit; or (iii) in the case of a
criminal proceeding, the director had reasonable cause to believe that the act
or omission was unlawful. However, indemnification may not be made in any
proceeding by or in the right of the corporation in which the director has been
adjudged to be liable to the corporation. Section 2-418 of the MGCL also
requires a corporation, unless limited by its charter, to indemnify a director
who has been successful in the defense of a proceeding against reasonable
expenses incurred. In addition, reasonable expenses incurred by a director may
be paid or reimbursed by a corporation in advance the final disposition of a
proceeding upon the receipt of certain written affirmations and undertakings
required by Section 2-418. A Maryland corporation may indemnify and advance
expenses to an officer to the same extent it may indemnify a director, and is
required to indemnify an officer to the extent required for a director.
Notwithstanding the foregoing, Article V of the Registrant's By-Laws provides
that nothing contained therein shall be construed to protect any director or
officer against any liability to the Registrant or its security holders to
which he would otherwise by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his
office.
(b) Distribution Agreement.
Under the distribution agreement between the Registrant and Metropolitan
Life, Metropolitan Life agreed to indemnify and hold harmless any officer or
director (or any former officer or director) or any controlling person of the
Registrant from damages and expenses arising out of actual or alleged
misrepresentations or omissions to state material facts on the part of
Metropolitan Life or persons for whom it is responsible or the negligence of
any such persons in rendering services under the agreement.
(c) Undertaking.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer, or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
(d) Insurance.
The Registrant's directors are indemnified by Metropolitan Life in the same
manner and to the same extent as Metropolitan Life's directors. In addition
thereto, Metropolitan Life has purchased an Investment Counselors Errors and
Omissions Policy to insure the Registrant's directors and officers.
C-13
<PAGE>
ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT MANAGER.
Metropolitan Life is a mutual life insurance company which sells insurance
policies and annuity contracts. It is authorized to transact business in all
states of the United States, the District of Columbia, Puerto Rico and all
Provinces of Canada. Its Home Office is located at 1 Madison Avenue, New York,
New York 10010 (telephone number 212-578-6130). On December 31, 1994 it had
total life insurance in force of over $1.3 trillion and total assets of over
$131.2 billion. Metropolitan Life is the parent of Metropolitan Tower.
Metropolitan Life also serves as the investment adviser for certain other
advisory clients.
Set forth below is a list of each director of Metropolitan Life indicating
each business, profession, vocation or employment of a substantial nature in
which each such person has been, at any time during the past two fiscal years,
engaged for his or her own account or in the capacity of director, officer,
partner or trustee.
<TABLE>
<CAPTION>
ORGANIZATION AND PRINCIPAL
NAME POSITION BUSINESS ADDRESS OF ORGANIZATION
---- -------- --------------------------------
<C> <C> <S>
Theodossios Athanassiades. Director since 1993; Metropolitan Life Insurance Company,
President and Chief New York, NY
Operating Officer since
April 1, 1993; prior
thereto, Senior Execu-
tive Vice-President.
Director/Officer Certain wholly-owned subsidiaries of
Metropolitan Life Insurance Co.,
New York, NY
Director (until 5/93) GFM International Investors Limited,
London, England
Director (until 4/93) MetLife (UK) Limited, Hertfordshire,
Great Britain
Director (until 4/93) Albany Life Assurance, Ltd., London,
Great Britain
Director (until 4/93) PRINCO, Princeton, NJ
Director Life Insurance Council of New York,
New York, NY
Director Community Preservation Corporation,
New York, NY
Director ABA Advisory Board,
New York, NY
Curtis H. Barnette........ Chairman of the Board Bethlehem Steel Corporation
and Chief Executive Bethlehem, PA
Chairman/Director International Iron and Steel
Institute,
Brussels, Belgium
Chairman Pennsylvania Business Roundtable,
Harrisburg, PA
Director American Iron and Steel Institute,
Washington, DC
Director/former West Virginia University Foundation,
Chairman Morgantown, WV
Trustee Lehigh University
Bethlehem, PA
</TABLE>
C-14
<PAGE>
<TABLE>
<CAPTION>
ORGANIZATION AND PRINCIPAL
NAME POSITION BUSINESS ADDRESS OF ORGANIZATION
---- -------- --------------------------------
<C> <C> <S>
Joan Ganz Cooney.. Chairman, Executive Com- Children's Television Workshop, New
mittee York, NY
Director Johnson & Johnson, New Brunswick, NJ
Director Xerox Corporation, Stamford, CT
Director Chase Manhattan Bank, N.A., New York,
NY
Trustee National Child Labor Committee, New
York, NY
Director Chase Manhattan Corporation, New
York, NY
Trustee Children's Television Workshop, New
York, NY
Trustee WNET/13, New York, NY
John J. Creedon... Retired President and Metropolitan Life Insurance Company,
Chief Executive Offi- New York, NY
cer, since 1991; prior
thereto, Chairman of
the Executive and Divi-
dend Policy Committee
Director Melville Corporation, Harrison, NY
Director NYNEX Corporation, New York, NY
Director Union Carbide Corporation, Danbury,
CT
Trustee New York University, New York, NY
Trustee New York University Law Center
Foundation, New York, NY
Director Corporate Partners, Wellesley, MA
Director SONAT, Inc., Birmingham, AL
Director Praxair, Inc., Danbury, CT
Director Rockwell International Corp.,
Pittsburgh, PA
Trustee Alzheimer's Association, Chicago, IL
Trustee National Coalition of AIDS
Partnership, Washington, DC
A. Luis Ferre..... President and Publisher El Nuevo Dia, San Juan, PR
Director (until 1994) AMR Corporation, Dallas, TX
Director (until 1994) American Airlines, Inc., Dallas, TX
Chairman El Dia, Inc., San Juan, PR
Director Puerto Rican Cement Co., San Juan, PR
Director Banco Popular, Hato Ray, PR
Director Ban Ponce Corporation, San Juan, PR
Vice-Chairman and Economic Development Council of
Trustee Puerto Rico, San Juan, PR
James R. Houghton. Director, Chairman of Corning Incorporated, Corning, NY
the Board and Chief
Executive Officer
Director Dow Corning Corporation, Midland, MI
Director J.P. Morgan & Co., Inc., New York, NY
Director Morgan Guaranty Trust Co., New York,
NY
Director Exxon Corp., Dallas, TX
</TABLE>
C-15
<PAGE>
<TABLE>
<CAPTION>
ORGANIZATION AND PRINCIPAL
NAME POSITION BUSINESS ADDRESS OF ORGANIZATION
---- -------- --------------------------------
<C> <C> <S>
Harry Paul Kamen... Chairman of the Board Metropolitan Life Insurance Company,
and Chief Executive New York, NY
Officer since 1993;
prior thereto, Senior
Executive Vice Presi-
dent
Director Bethlehem Steel Corp., Bethlehem, PA
Director/Officer Certain wholly-owned subsidiaries of
Metropolitan Life Insurance Company,
New York, NY
Director (until 8/92) United Mutual Life Insurance Company,
New York, NY
Director Banco Santander, Madrid, Spain
Member of the Board New York City Partnership, New York,
NY
Member of the Board New York Chamber of Commerce and
Industry, New York, NY
Director (until 5/93) GFM International Investors Limited,
London, England
Director American Council of Life Insurance,
Washington, DC
Director The MetraHealth Companies, Inc.
McLean, VA
Helene L. Kaplan... Of Counsel Skadden, Arps, Slate, Meagher & Flom,
New York, NY
Director Chemical Banking Corporation, New
York, NY
Director Chemical Bank, New York, NY
Director May Department Stores Co., New York,
NY
Chairman, Board of Barnard College, New York, NY
Trustees
Director (until 1994) MITRE Corp., Bedford, MA
Director Mobil Corp., New York, NY
Director NYNEX Corporation, New York, NY
Richard J. Mahoney. Chairman of the Monsanto Company, St. Louis, MO
Executive Committee
since 4/1/95; prior
thereto, Retired
Chairman of the Board
and Chief Executive
Officer; prior thereto,
Chairman of the Board
and Chief Executive
Officer
Director G. D. Searle & Co., Skokie, IL
Director U.S.--U.S.S.R. Business Council, New
York, NY
Director Monsanto Company, St. Louis, MO
Director The NutraSweet Co., Skokie, IL
Director Union Pacific Corporation, Bethlehem,
PA
</TABLE>
C-16
<PAGE>
<TABLE>
<CAPTION>
ORGANIZATION AND PRINCIPAL
NAME POSITION BUSINESS ADDRESS OF ORGANIZATION
---- -------- --------------------------------
<C> <C> <S>
Allen E. Murray..... Retired Chairman of the Mobil Corporation, New York, NY
Board and Chief Execu-
tive Officer (since
3/1/94); prior thereto
Chairman of the Board
and Chief Executive
Officer
Director Morgan Stanley Group Inc., New York
NY
Director Minnesota Mining and Manufacturing
Co., St. Paul, MN
Director (until 3/94) Mobil Corporation, New York, NY
Director (until 3/94) Mobil Oil Corporation, New York, NY
Director American Petroleum Institute,
Washington, DC
Director Lockheed Martin Corporation,
Bethesda, MD
John J. Phelan, Jr.. Retired Chairman and New York Stock Exchange, Inc., New
Chief Executive Officer York, NY
since 1991; prior
thereto, Chairman and
Chief Executive Officer
Director Avon Products, Inc., New York, NY
Director Eastman Kodak Co., Rochester, NY
Director Merrill Lynch & Co., Inc., New York,
NY
Director SONAT, Inc., Birmingham, AL
John B.M. Place..... Former Chairman of the Crocker National Corporation, San
Board Francisco, CA
Director Pacific Gas and Electric Company,
San Francisco, CA
Director Pacific Gas and Electric
Enterprises, San Francisco, CA
Trustee University of Santa Clara, Santa
Clara, CA
Trustee World Affairs Council of Northern
California, San Francisco, CA
Hugh B. Price....... President and Chief National Urban League, New York, NY
Executive Officer
Director Cooper Union and Municipal Art
Society of New York, New York, NY
Robert G. Schwartz.. Retired Chairman of the Metropolitan Life Insurance Company,
Board and Chief Execu- New York, NY
tive Officer since
1993; prior thereto,
Chairman of the Board
and Chief Executive Of-
ficer
Director Lowe's Companies, Inc., North
Wilkesboro, NC
Director Potlatch Corporation, San Francisco,
CA
Director Communications Satellite
Corporation, Washington, DC
Director Mobil Corp., New York, NY
Director/Officer (until Certain wholly-owned subsidiaries of
1993) Metropolitan Life Insurance Co.,
New York, NY
Trustee Comm. for Economic Development,
Washington, DC
Director Consolidated Edison Company of New
York, Inc., New York, NY
Director CS--First Boston, Inc., New York, NY
Director Reader's Digest Association, Inc.,
Pleasantville, NY
Director Lone Star Industries, Inc.,
Stamford, CT
</TABLE>
C-17
<PAGE>
<TABLE>
<CAPTION>
ORGANIZATION AND PRINCIPAL
NAME POSITION BUSINESS ADDRESS OF ORGANIZATION
---- -------- --------------------------------
<C> <C> <S>
William S. Sneath. Retired Chairman of the Union Carbide Corporation, Riverside,
Board CT
Director (until 1994) Tesoro Petroleum Corp., San Antonio,
TX
Director Rockwell International Corp.,
Pittsburgh, PA
Director Union Carbide Corporation, Riverside,
CT
John R. Stafford.. Chairman, President and American Home Products Corp., Madison,
Chief Executive Officer NJ
Trustee Central Park Conservancy, New York, NY
Director Pharmaceutical Research and
Manufacturers Association,
Washington, DC
Director Project Hope, Millwood, VA
Director NYNEX Corporation, New York, NY
Director (until 1993) Chemical Banking Corporation, New
York, NY
Director Chemical Bank, New York, NY
Director Allied Signal, Inc., Morristown, NJ
Director Grocery Manufacturers of America,
Inc., Washington, DC
</TABLE>
Set forth below is a list of certain principal officers of Metropolitan Life
and officers of Metropolitan Life who may be considered to be involved in
Metropolitan Life's investment advisory activities. The principal business
address of each officer of Metropolitan Life is One Madison Avenue, New York,
New York 10010.
<TABLE>
<CAPTION>
NAME OF OFFICER POSITION
--------------- --------
<S> <C>
Stewart G. Nagler............... Senior Executive Vice-President and
Chief Financial Officer
Gerald Clark.................... Executive Vice-President
Robert J. Crimmins.............. Executive Vice-President
C. Robert Henrikson............. Executive Vice-President
John D. Moynahan, Jr. .......... Executive Vice-President
William G. Poortvliet........... Executive Vice-President
Catherine A. Rein............... Executive Vice-President
Richard M. Blackwell............ Senior Vice-President and General Counsel
James B. Digney................. Senior Vice-President
Frederick P. Hauser............. Senior Vice-President
& Controller
Jeffrey J. Hodgman.............. Senior Vice-President
Leland C. Launer, Jr............ Senior Vice-President
David A. Levene................. Senior Vice-President
& Chief Actuary
Francis P. Lynch................ Senior Vice-President
John C. Morrison Jr. ........... Senior Vice-President
Vincent P. Reusing.............. Senior Vice-President
Thomas L. Stapleton............. Senior Vice-President
& Tax Director
George B. Trotta................ Senior Vice-President
Arthur G. Typermass............. Senior Vice-President
& Treasurer
James A. Valentino.............. Senior Vice-President
Judy E. Weiss................... Senior Vice-President
Harvey M. Young................. Senior Vice-President
William Joseph Henley........... Vice-President
Joseph A. Reali................. Vice-President and Secretary
Thomas E. Lenihan............... Vice-President
James Stuart Russell............ Vice-President
Anthony J. Williamson........... Vice-President
</TABLE>
C-18
<PAGE>
The business of State Street Research since December 31, 1983 is summarized
under "Management of the Fund", in the prospectus constituting Part A of this
Registration Statement, which summarization is incorporated herein by
reference.
Set forth below is a list of each director and certain officers of State
Street Research indicating any other business, profession, vocation or
employment of a substantial nature in which each such person is or has been, at
any time during the past two fiscal years, engaged for his or her own account
or in the capacity of director, officer, employee, partner or trustee.
<TABLE>
<CAPTION>
ORGANIZATION AND PRINCIPAL
NAME & POSITION POSITION BUSINESS ADDRESS OF ORGANIZATION
--------------- -------- --------------------------------
<C> <C> <S>
Linda Bangs.............. None
Vice President
Michael E. Barton........ None
Vice President
Peter C. Bennett......... Director Boston Private Bank & Trust
Director and Co., Boston, MA
Executive Vice President Director Gefinor Securities S.A.,
(until 12/93) Geneva, Switzerland
President & Director Christian Camps & Conferences,
Inc., Boston, MA
Chairman and Trustee Gordon College, Wenham, MA
Vice President State Street Research Capital
Trust, Boston, MA
Vice President State Street Research Exchange
Trust, Boston, MA
Vice President State Street Research Growth
Trust, Boston, MA
Vice President State Street Research Master
Investment Trust, Boston, MA
Vice President MetLife-State Street Equity
Trust, Boston, MA
Director State Street Research
Investment Services, Inc.,
Boston, MA
Susan H. Brown........... None
Vice President
John F. Burbank.......... None
Vice President
Joseph W. Canavan........ Assistant Treasurer MetLife-State Street Equity
Vice President Trust, Boston, MA
Assistant Treasurer MetLife-State Street Financial
Trust, Boston, MA
Assistant Treasurer MetLife-State Street Income
Trust, Boston, MA
Assistant Treasurer MetLife-State Street Money
Market Trust, Boston, MA
Assistant Treasurer State Street Research Tax-
Exempt Trust, Boston, MA
Assistant Treasurer State Street Research Capital
Trust, Boston, MA
Assistant Treasurer State Street Research Exchange
Trust, Boston, MA
Assistant Treasurer State Street Research Growth
Trust, Boston, MA
Assistant Treasurer State Street Research Master
Investment Trust, Boston, MA
Assistant Treasurer State Street Research
Securities Trust,
Boston, MA
Assistant Controller State Street Research
Portfolios, Inc., New York, NY
</TABLE>
C-19
<PAGE>
<TABLE>
<CAPTION>
ORGANIZATION AND PRINCIPAL
NAME & POSITION POSITION BUSINESS ADDRESS OF ORGANIZATION
--------------- -------- --------------------------------
<C> <C> <S>
Michael T. Carmen............ None
Vice President
Linda C. Carstons............ None
Vice President
Paul J. Clifford, Jr. ....... Vice President State Street Research Tax-
Vice President Exempt Trust, Boston, MA
Director Avalon, Inc., Boston, MA
Susan M.W. Di Fazio.......... Senior Vice President State Street Research
Vice President (Vice President until Investment Services, Inc.,
8/93) Boston, MA
Susan W. Drake............... Vice President State Street Research Tax-
Vice President Exempt Trust, Boston, MA
Peter J. Duggan.............. Vice President New England Mutual Life
Senior Vice President (Until 8/94) Insurance Company, Boston,
MA
Gordon Evans................. Vice President State Street Research
Vice President Investment Services, Inc.,
Boston, MA
Alex G. Federoff............. None
Vice President
Edward R. Finch.............. None
Senior Vice President
(Vice President until 10/93)
Michael D. Gardner........... Vice President (until The Prudential Insurance
Vice President 9/93) Company of America, Short
Hills, NJ
Partner Prism Group, Seattle, WA
Bartlett R. Geer............. Vice President MetLife-State Street Income
Senior Vice President Trust, Boston, MA
(Vice President until 10/93)
Vice President State Street Research
Investment Services, Inc.,
Boston, MA
Vice President MetLife-State Street Equity
Trust, Boston, MA
Charles Glovsky.............. Vice President State Street Research
Senior Vice President Capital Trust, Boston, MA
(Vice President Until 8/93)
William A. Hamilton, Jr...... Director and Treasurer Nautical and Aviation
Senior Vice President Publishing Company, Inc.,
(Vice President until 8/93) Baltimore, MD
Director and Treasurer Ellis Memorial and Eldredge
House, Boston, MA
Director and Treasurer North Conway Institute,
Boston, MA
Lawrence J. Haverty, Jr...... None
Senior Vice President
(Vice President until 8/93)
George R. Heineke............ None
Vice President
</TABLE>
C-20
<PAGE>
<TABLE>
<CAPTION>
ORGANIZATION AND PRINCIPAL
NAME & POSITION POSITION BUSINESS ADDRESS OF ORGANIZATION
--------------- -------- --------------------------------
<C> <C> <S>
Constantine Hutchins, Jr. . Secretary & General State Street Research Capital
Senior Vice President Counsel Trust,
Boston, MA
Secretary & Secretary & General State Street Research
General Counsel Counsel Exchange Trust,
Boston, MA
Secretary & General State Street Research Growth
Counsel Trust,
Boston, MA
Secretary & General State Street Research Master
Counsel Investment Trust, Boston, MA
Secretary & General MetLife-State Street Equity
Counsel Trust, Boston, MA
Secretary & General MetLife-State Street
Counsel Financial Trust, Boston, MA
Secretary & General MetLife-State Street Income
Counsel Trust, Boston, MA
Senior Vice President, State Street Research
Clerk & General Investment Services, Inc.,
Counsel Boston, MA
Secretary & General MetLife-State Money Market
Counsel Trust, Boston, MA
Secretary & General State Street Research Tax-
Counsel Exempt Trust, Boston, MA
Secretary & General State Street Research
Counsel Securities Trust, Boston, MA
Secretary & General SSRM Holdings, Inc., Boston,
Counsel MA
F. Gardner Jackson, Jr. ... Trustee Vincent Memorial Hospital,
Senior Vice President Boston, MA
(Vice President Trustee Certain trusts of related and
until 8/93) non-related individuals
Frederick H. Jamieson...... Vice President and Asst. State Street Research
Vice President Treasurer Investment Services, Inc.,
Boston, MA
Vice President and Asst. SSRM Holdings, Inc., Boston,
Treasurer MA
John H. Kallis............. Vice President State Street Research
Senior Vice President Investment Services, Inc.,
Boston, MA
Vice President MetLife-State Street
Financial Trust, Boston, MA
Vice President MetLife-State Income Trust,
Boston, MA
Vice President State Street Research Tax-
Exempt Trust, Boston, MA
Vice President State Street Research
Securities Trust, Boston, MA
Trustee 705 Realty Trust,
Washington, D.C.
Director and President K&G Enterprises,
Washington, D.C.
President MetLife Securities, Inc., New
York, NY
M. Katherine Kasper........ None
Vice President
</TABLE>
C-21
<PAGE>
<TABLE>
<CAPTION>
ORGANIZATION AND PRINCIPAL
NAME & POSITION POSITION BUSINESS ADDRESS OF ORGANIZATION
--------------- -------- --------------------------------
<C> <C> <S>
Theodore Kilkuskie, Jr. . Executive Vice President State Street Research
Senior Vice President (Senior Vice President Investment Services, Inc.,
until 12/94) Boston, MA
President MetLife Securities, Inc., New
York, NY
Rudolph K. Kluiber....... Vice President State Street Research Capital
Vice President Trust, Boston, MA
Frederick R. Kobrick..... Vice President State Street Research
Senior Vice President Investment Services, Inc.,
Boston, MA
Vice President MetLife-State Street Equity
Trust, Boston, MA
Vice President State Street Research Capital
Trust, Boston, MA
Member National Alumni Council, Boston
University, Boston, MA
Member Harvard Business School
Association, Cambridge, MA
Eileen M. Leary.......... None
Vice President
Carol Lintz.............. None
Vice President
Gerard P. Maus........... Treasurer MetLife-State Street Equity
Director, Executive Trust, Boston, MA
Vice President and Treasurer MetLife-State Street Financial
Trust,
Treasurer Boston, MA
Treasurer MetLife-State Street Income
Trust, Boston, MA
Treasurer MetLife-State Street Money
Market Trust, Boston, MA
Treasurer State Street Research Tax-
Exempt Trust, Boston, MA
Treasurer State Street Research Capital
Trust, Boston, MA
Treasurer State Street Research Exchange
Trust, Boston, MA
Treasurer State Street Research Growth
Trust, Boston, MA
Treasurer State Street Research Master
Investment Trust, Boston, MA
Director, Executive Vice State Street Research
President, Treasurer Investment Services, Inc.,
and Chief Financial Boston, MA
Officer
Treasurer State Street Research
Securities Trust, Boston, MA
Director Metric Holdings, Inc., San
Francisco, CA
Director Certain wholly-owned
subsidiaries of Metric
Holdings, Inc.
Director GFM International Investors
Limited, London, England
Treasurer and Chief SSRM Holdings, Inc., Boston, MA
Financial Officer
Judith J. Milder......... None
Vice President
Joan D. Miller........... None
Vice President
</TABLE>
C-22
<PAGE>
<TABLE>
<CAPTION>
ORGANIZATION AND PRINCIPAL
NAME & POSITION POSITION BUSINESS ADDRESS OF ORGANIZATION
--------------- -------- --------------------------------
<C> <C> <S>
Thomas P. Moore, Jr. . Director Hibernia Savings Bank, Quincy, MA
Senior Vice President
Vice President State Street Research Capital
Trust, Boston, MA
Vice President State Street Research Exchange
Trust, Boston, MA
Vice President State Street Research Growth
Trust, Boston, MA
Vice President State Street Research Master
Investment Trust, Boston, MA
Vice President MetLife-State Street Equity
Trust, Boston, MA
JoAnne C. Mulligan.... Vice President MetLife-State Street Money Market
Vice President Trust, Boston, MA
Stephen C. Orr........ Member Electro-Science Analysts (of
Vice President NYC),
New York, NY
Member Technology Analysts of Boston,
Boston, MA
Kim M. Peters......... Vice President State Street Research Securities
Trust,
Boston, MA
Senior Vice President
(Vice President
until 7/94)
Charles W. Pluckhahn.. None
Vice President
Jeffrey A. Rawlins.... None
Vice President
Daniel Joseph Rice Vice-President MetLife-State Street Equity
III................... Trust, Boston, MA
Senior Vice President
(Vice President
until 8/93)
Scott Richards........ None
Vice President
Douglas A. Romich..... Assistant Treasurer MetLife-State Street Equity
Trust, Boston MA
Vice President
Assistant Treasurer MetLife-State Street Financial
Trust, Boston, MA
Assistant Treasurer MetLife-State Street Income
Trust, Boston, MA
Assistant Treasurer MetLife-State Street Money Market
Trust, Boston, MA
Assistant Treasurer State Street Research Tax-Exempt
Trust, Boston, MA
Assistant Treasurer State Street Research Capital
Trust, Boston, MA
Assistant Treasurer State Street Research Exchange
Trust, Boston, MA
Assistant Treasurer State Street Research Growth
Trust, Boston, MA
Assistant Treasurer State Street Research Master
Investment Trust, Boston, MA
Assistant Treasurer State Street Research Securities
Trust, Boston, MA
Assistant Controller State Street Research Portfolios,
Inc., New York, NY
</TABLE>
C-23
<PAGE>
<TABLE>
<CAPTION>
ORGANIZATION AND PRINCIPAL
NAME & POSITION POSITION BUSINESS ADDRESS OF ORGANIZATION
--------------- -------- --------------------------------
<C> <C> <S>
Walter A. Row, III......... None
Vice President
Michael Schrage............ Senior Vice President Putnam Management,
Vice President (until 12/93) Boston, MA
David C. Schultz........... Director Capital Trust, S.A.,
Luxembourg
Executive Vice President Director Alex Brown Capital, Ltd.,
(Senior Vice President Hamilton, Bermuda
until 12/94, Director and Treasurer Mafraq Hospital Association,
Vice President Mafraq, Jordan
until 4/94)
Member Association of Investment
Management Sales
Executives,
Atlanta, GA
Member, Investment Lexington Christian Academy
Committee
William G. Shean........... None
Vice President
Thomas A. Shively.......... Vice President MetLife-State Street
Director and Financial Trust, Boston, MA
Executive Vice President
(Senior Vice President Vice President MetLife-State Street Money
until 6/93) Market Trust, Boston, MA
Vice President State Street Research Tax-
Exempt Trust, Boston, MA
Director State Street Research
Investment Services, Inc.,
Boston, MA
Vice President State Street Research
Securities Trust, Boston,
MA
Richard D. Shoemaker....... None
Senior Vice President
(Vice President
until 8/93)
Margaret D. Smith.......... Corporation Member New England Deaconess
Vice President Hospital Corporation,
Boston, MA
Steven P. Somes............ Vice President MetLife--State Street
Vice President Financial Trust, Boston, MA
Vice President MetLife--State Street Equity
Trust, Boston, MA
Vice President State Street Research Master
Investment Trust, Boston,
MA
Dan R. Strelow............. None
Senior Vice President
(Vice President until
8/93)
Amy McDermott Swanson...... None
Senior Vice President
(Vice President until
8/93)
Anne M. Trebino............ Vice President SSRM Holdings, Inc., Boston,
Vice President MA
</TABLE>
C-24
<PAGE>
<TABLE>
<CAPTION>
ORGANIZATION AND PRINCIPAL
NAME & POSITION POSITION BUSINESS ADDRESS OF ORGANIZATION
--------------- -------- --------------------------------
<C> <C> <S>
Ralph F. Verni............. Chairman, President, State Street Research Capital
Chairman of the Board, Chief Executive Officer Trust, Boston, MA
President, Chief and Trustee
Executive Officer
and Director
Chairman, President, State Street Research
Chief Executive Officer Exchange Trust, Boston, MA
and Trustee
Chairman, President, State Street Research Growth
Chief Executive Officer Trust, Boston, MA
and Trustee
Chairman, President, State Street Research Master
Chief Executive Officer Investment Trust, Boston, MA
and Trustee
Chairman, President, MetLife-State Street Equity
Chief Executive Officer Trust, Boston, MA
and Trustee
Chairman, President, MetLife-State Street
Chief Executive Officer Financial Trust, Boston, MA
and Trustee
Chairman, President, MetLife-State Street Income
Chief Executive Officer Trust, Boston, MA
and Trustee
Chairman, President, MetLife-State Street Money
Chief Executive Officer Market Trust, Boston, MA
and Trustee
Chairman, President, State Street Research Tax-
Chief Executive Officer Exempt Trust, Boston, MA
and Trustee
Chairman, President, State Street Research
Chief Executive Officer Securities Trust, Boston, MA
and Trustee
Chairman, President, State Street Research
Chief Executive Officer Investment Services, Inc.,
and Director Boston, MA
Chairman and Director Metric Holdings, Inc., San
Francisco, CA
Director and Officer Certain wholly-owned
subsidiaries of
Metric Holdings, Inc.
Director MetLife Securities, Inc., New
York, NY
Chairman and Director GFM International Investors
(until 11/94) Limited, London, England
President, Chief SSRM Holdings, Inc., Boston,
Executive Officer MA
and Director
Director CML Group, Inc., Boston, MA
Dudley F. Wade............. Vice President State Street Research Master
Senior Vice President Investment Trust, Boston, MA
Vice President State Street Research Growth
Trust, Boston MA
Julie K. Wallace........... None
Vice President
Geoffrey Ward.............. None
Senior Vice President
(Vice President until
8/93)
</TABLE>
C-25
<PAGE>
<TABLE>
<CAPTION>
ORGANIZATION AND PRINCIPAL
NAME POSITION BUSINESS ADDRESS OF ORGANIZATION
---- -------- --------------------------------
<C> <C> <S>
Elizabeth McCombs Westvold.. President & Director Bondurant, Inc. Medfield, MA
Vice President (Until 2/94)
Darman A. Wing.............. Vice President, Assis- State Street Research
Vice President, tant Clerk and Assis- Investment Services Inc.,
Assistant Secretary and tant General Counsel Boston, MA
Assistant General Counsel Assistant Secretary State Street Research
Capital Trust, Boston, MA
Assistant Secretary State Street Research
Exchange Trust, Boston, MA
Assistant Secretary State Street Research Master
Investment Trust, Boston,
MA
Assistant Secretary State Street Research
Securities Trust, Boston,
MA
Assistant Secretary State Street Research Growth
Trust, Boston, MA
Assistant Secretary MetLife-State Street Equity
Trust, Boston, MA
Assistant Secretary MetLife-State Street
Financial Trust, Boston, MA
Assistant Secretary MetLife-State Street Income
Trust, Boston, MA
Assistant Secretary MetLife-State Street Money
Market Trust, Boston, MA
Assistant Secretary State Street Research Tax-
Exempt Trust, Boston, MA
Assistant Secretary SSRM Holdings, Inc., Boston,
MA
Robert S. Woodbury.......... Employee Metropolitan Life Insurance
Vice President Company, New York, NY
Kennard Woodworth, Jr. ..... Vice President State Street Research
Senior Vice President Exchange Trust, Boston, MA
Vice President State Street Research Growth
Trust, Boston, MA
Norman N. Wu................ Partner Atlantic-Action Realty,
Senior Vice President (Vice Framingham, MA
President until 8/93 )
Director Bond Analysts Society of
Boston, Boston, MA
Michael R. Yogg............. Vice President MetLife-State Street Income
Senior Vice President Trust, Boston, MA
Vice President MetLife-State Street
Financial Trust, Boston, MA
</TABLE>
The business of GFM International Investors Limited since December 31, 1989
is summarized under "Management of the Fund", in the prospectus constituting
Part A of this Registration Statement, which summarization is incorporated
herein by reference.
Set forth below is a list of each director and certain officers of GFM
International Investors Limited indicating any other business, profession,
vocation or employment of a substantial nature in which each such person is or
has been, at any time during the past two fiscal years, engaged for his or her
own account or in the capacity of director, officer, employee, partner or
trustee.
C-26
<PAGE>
<TABLE>
<CAPTION>
ORGANIZATION AND PRINCIPAL
NAME POSITION BUSINESS ADDRESS OF ORGANIZATION
---- -------- --------------------------------
<S> <C> <C>
Stephen J. Bamford.......... Director, President and GFM Investments Limited
Chief Executive Chief Executive Officer London, England
Officer & Director
Gerald Clark ............... Executive Vice Metropolitan Life Insurance
Director President, Chief Company, New York, NY
Investment Officer
Advisory Board AIG Asian Infrastructure Fund,
L.P.
Director Century 21 Real Estate
Corporation
Irvine, CA
Chairman GFM Investments Limited
London, England
Director, Chief Metropolitan Asset Management
Executive Officer, Corporation
President, Officer New York, NY
Director MetFirst Insurance Agency, Inc.
Overland Park, KS
Chairman, Director, MetLife Investment Management
Officer Corporation
New York, NY
Chairman, Director MetLife Capital Holdings, Inc.
Newark, DE
Director Metropolitan Life Financial
Services Limited
Ontario, Canada
Director Metropolitan Life Holdings
Limited Ontario, Canada
Director MetLife International Holdings,
Inc.
New York, NY
Chairman, Director, MetLife Realty Group
Officer New York, NY
Director MetLife Securities Inc.
New York, NY
Chairman, Director Metmor Financial, Inc.
Overland Park, KS
Director SSRM Holdings, Inc.
Boston, MA
C. Robert Henrikson......... Executive Vice President Metropolitan Life Insurance
Director Company, New York, NY
Director MetLife Investment Management
Corporation
New York, NY
Director MetLife Security Insurance
Company of Louisiana
East Hanover, NJ
Director MBL Life Assurance Corporation
Newark, NJ
Director (until 12/93) AMI Partners, Inc.
Toronto, Canada
Director GFM Investments Limited
London, England
</TABLE>
C-27
<PAGE>
<TABLE>
<CAPTION>
ORGANIZATION AND PRINCIPAL
NAME POSITION BUSINESS ADDRESS OF ORGANIZATION
---- -------- --------------------------------
<S> <C> <C>
John C. Morrison, Jr........ Senior Vice President Metropolitan Life Insurance
Director Company New York, NY
Director MetLife Investment Management
Corporation
New York, NY
Director MetLife Realty Group, Inc.
New York, NY
Director GFM Investments Limited
London, England
Vice President and MetLife Securities, Inc.
Treasurer New York, NY
Director AMI Partners, Inc.
Toronto, Canada
President, Director MetLife Capital Holdings, Inc.
New York, NY
Chairman, Director MetLife Capital Corporation
Bellevue, WA
Director Metmor Financial, Inc.
Overland Park, KS
Director MetFirst Insurance Agency, Inc.
Overland Park, KS
Chairman, Director MetLife Capital Financial
Corporation
Bellevue, WA
Director MCC Investments Corporation
Bellevue, WA
Director MLYC Cogeneration, Inc.
Bellevue, WA
Director Searles Cogeneration, Inc.
Bellevue, WA
Director MCC Yerkes, Inc.
Bellevue, WA
John H. Tweedie............. Executive Vice President Metropolitan Life Insurance
Director Company New York, NY
Chairman, Director Texas Life Insurance Company
Waco, TX
Director Metropolitan Property and
Casualty
Insurance Company
Warwick, RI
Director Metropolitan Group Property and
Casualty Insurance Company
Warwick, RI
Arthur Typermass............ Senior Vice President, Metropolitan Life Insurance
Director Treasurer Company New York, NY
Director (until 1993) Pueblo International
New York, NY
</TABLE>
C-28
<PAGE>
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS.
All accounts, books and other documents required to be maintained by Section
31(a) of the 1940 Act and the rules thereunder are maintained at the offices of
the Registrant, of State Street Research & Management Company of Boston,
Massachusetts and of State Street Bank and Trust Company of Boston,
Massachusetts. The address of each is set forth on the back cover of the
prospectus forming Part A of this Registration Statement and is incorporated
herein by reference.
ITEM 31. MANAGEMENT SERVICES.
None.
ITEM 32. UNDERTAKINGS.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
C-29
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933 AND THE INVESTMENT
COMPANY ACT OF 1940, THE REGISTRANT CERTIFIES THAT IT MEETS ALL THE
REQUIREMENTS FOR EFFECTIVENESS OF THIS AMENDED REGISTRATION STATEMENT PURSUANT
TO RULE 485(B) UNDER THE SECURITIES ACT OF 1933 AND HAS DULY CAUSED THIS
AMENDED REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THEREUNTO DULY AUTHORIZED, IN THE CITY OF NEW YORK, AND STATE OF NEW YORK, ON
THE 28TH DAY OF APRIL, 1995.
METROPOLITAN SERIES FUND, INC.
(REGISTRANT)
/s/ Jeffrey J. Hodgman
By: .................................
JEFFREY J. HODGMAN President
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDED
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE DATE
*
.....................................
JEFFREY J. HODGMAN
Chairman of the Board, President
(Principal Executive Officer and
Director)
*
.....................................
STEVE A. GARBAN
Director
*
.....................................
MALCOLM T. HOPKINS
Director
*
.....................................
ROBERT A. LAWRENCE
Director
*
.....................................
DEAN O. MORTON
Director
*
.....................................
MICHAEL S. SCOTT MORTON
Director
*
.....................................
JOHN H. TWEEDIE
Director
*
.....................................
RONALD ZITO
Controller (Principal Financial and
Accounting Officer)
/s/ Christopher P. Nicholas, Esq.
*By: ................................ April 28, 1995
CHRISTOPHER P. NICHOLAS, ESQ.
Attorney-in-Fact
C-30
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE ANNUAL
REPORT OF METROPOLITAN SERIES FUND, INC., DECEMBER 31, 1994 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 01
<NAME> GROWTH PORTFOLIO
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-START> JAN-01-1994
<PERIOD-END> DEC-31-1994
<INVESTMENTS-AT-COST> 729,295,290
<INVESTMENTS-AT-VALUE> 750,979,131
<RECEIVABLES> 3,910,674
<ASSETS-OTHER> 121
<OTHER-ITEMS-ASSETS> 336
<TOTAL-ASSETS> 754,890,262
<PAYABLE-FOR-SECURITIES> 8,246,093
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 211,051
<TOTAL-LIABILITIES> 8,457,144
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 717,957,102
<SHARES-COMMON-STOCK> 34,222,071
<SHARES-COMMON-PRIOR> 27,523,081
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> (159,345)
<ACCUMULATED-NET-GAINS> 6,951,520
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 21,683,841
<NET-ASSETS> 746,433,118
<DIVIDEND-INCOME> 11,298,706
<INTEREST-INCOME> 1,034,462
<OTHER-INCOME> 0
<EXPENSES-NET> 2,277,128
<NET-INVESTMENT-INCOME> 10,056,040
<REALIZED-GAINS-CURRENT> 19,583,700
<APPREC-INCREASE-CURRENT> (54,777,145)
<NET-CHANGE-FROM-OPS> (25,137,405)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (10,033,000)
<DISTRIBUTIONS-OF-GAINS> (13,173,038)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 6,142,486
<NUMBER-OF-SHARES-REDEEMED> (507,209)
<SHARES-REINVESTED> 1,063,713
<NET-CHANGE-IN-ASSETS> 106,020,261
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 540,858
<OVERDISTRIB-NII-PRIOR> (182,385)
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,793,031
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2,277,128
<AVERAGE-NET-ASSETS> 715,981,544
<PER-SHARE-NAV-BEGIN> 23.27
<PER-SHARE-NII> .30
<PER-SHARE-GAIN-APPREC> (1.06)
<PER-SHARE-DIVIDEND> (.30)
<PER-SHARE-DISTRIBUTIONS> (.40)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 21.81
<EXPENSE-RATIO> .32
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE ANNUAL
REPORT OF METROPOLITAN SERIES FUND, INC., DECEMBER 31, 1994 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 02
<NAME> INCOME PORTFOLIO
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-START> JAN-01-1994
<PERIOD-END> DEC-31-1994
<INVESTMENTS-AT-COST> 282,922,350
<INVESTMENTS-AT-VALUE> 269,874,501
<RECEIVABLES> 8,347,167
<ASSETS-OTHER> 57,960
<OTHER-ITEMS-ASSETS> 312,117
<TOTAL-ASSETS> 278,591,745
<PAYABLE-FOR-SECURITIES> 2,736,417
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 196,653
<TOTAL-LIABILITIES> 2,933,070
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 303,463,329
<SHARES-COMMON-STOCK> 24,354,792
<SHARES-COMMON-PRIOR> 23,830,687
<ACCUMULATED-NII-CURRENT> 674,343
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> (15,740,380)
<ACCUM-APPREC-OR-DEPREC> (12,738,617)
<NET-ASSETS> 275,658,675
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 21,622,383
<OTHER-INCOME> 0
<EXPENSES-NET> 1,023,680
<NET-INVESTMENT-INCOME> 20,598,703
<REALIZED-GAINS-CURRENT> (14,615,349)
<APPREC-INCREASE-CURRENT> (15,925,405)
<NET-CHANGE-FROM-OPS> (9,942,051)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (19,778,000)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 2,506,649
<NUMBER-OF-SHARES-REDEEMED> (3,728,706)
<SHARES-REINVESTED> 1,746,162
<NET-CHANGE-IN-ASSETS> (24,316,845)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> (146,360)
<OVERDIST-NET-GAINS-PRIOR> (1,125,031)
<GROSS-ADVISORY-FEES> 733,925
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,023,680
<AVERAGE-NET-ASSETS> 293,563,732
<PER-SHARE-NAV-BEGIN> 12.59
<PER-SHARE-NII> .91
<PER-SHARE-GAIN-APPREC> (1.31)
<PER-SHARE-DIVIDEND> (.87)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 11.32
<EXPENSE-RATIO> .35
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE ANNUAL
REPORT OF METROPOLITAN SERIES FUND, INC., DECEMBER 31, 1994 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 03
<NAME> MONEY MARKET PORTFOLIO
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-START> JAN-01-1994
<PERIOD-END> DEC-31-1994
<INVESTMENTS-AT-COST> 39,768,282
<INVESTMENTS-AT-VALUE> 39,768,282
<RECEIVABLES> 294
<ASSETS-OTHER> 16
<OTHER-ITEMS-ASSETS> 618,302
<TOTAL-ASSETS> 40,386,894
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 425,596
<TOTAL-LIABILITIES> 425,596
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 39,952,200
<SHARES-COMMON-STOCK> 3,813,066
<SHARES-COMMON-PRIOR> 4,227,085
<ACCUMULATED-NII-CURRENT> 6,445
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 2,653
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 39,961,298
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 1,687,875
<OTHER-INCOME> 0
<EXPENSES-NET> 175,930
<NET-INVESTMENT-INCOME> 1,511,945
<REALIZED-GAINS-CURRENT> 289
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 1,512,234
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (1,495,000)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1,318,284
<NUMBER-OF-SHARES-REDEEMED> (1,875,018)
<SHARES-REINVESTED> 142,715
<NET-CHANGE-IN-ASSETS> (4,359,712)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 2,364
<OVERDISTRIB-NII-PRIOR> (10,500)
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 100,190
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 175,930
<AVERAGE-NET-ASSETS> 40,246,912
<PER-SHARE-NAV-BEGIN> 10.49
<PER-SHARE-NII> .40
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> (.41)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.48
<EXPENSE-RATIO> .44
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE ANNUAL
REPORT OF METROPOLITAN SERIES FUND, INC., DECEMBER 31, 1994 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 04
<NAME> DIVERSIFIED PORTFOLIO
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-START> JAN-01-1994
<PERIOD-END> DEC-31-1994
<INVESTMENTS-AT-COST> 903,011,039
<INVESTMENTS-AT-VALUE> 889,565,890
<RECEIVABLES> 15,044,074
<ASSETS-OTHER> 73,668
<OTHER-ITEMS-ASSETS> 371,308
<TOTAL-ASSETS> 905,054,940
<PAYABLE-FOR-SECURITIES> 11,945,977
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 283,235
<TOTAL-LIABILITIES> 12,229,212
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 907,635,755
<SHARES-COMMON-STOCK> 66,633,553
<SHARES-COMMON-PRIOR> 51,612,608
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> (4,498,910)
<ACCUMULATED-NET-GAINS> 2,766,667
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (13,077,784)
<NET-ASSETS> 892,825,728
<DIVIDEND-INCOME> 8,233,148
<INTEREST-INCOME> 26,186,320
<OTHER-INCOME> 0
<EXPENSES-NET> 2,757,834
<NET-INVESTMENT-INCOME> 31,661,634
<REALIZED-GAINS-CURRENT> (1,563,771)
<APPREC-INCREASE-CURRENT> (59,099,242)
<NET-CHANGE-FROM-OPS> (29,001,379)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (31,965,725)
<DISTRIBUTIONS-OF-GAINS> (4,236,080)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 15,278,293
<NUMBER-OF-SHARES-REDEEMED> (2,945,594)
<SHARES-REINVESTED> 2,688,247
<NET-CHANGE-IN-ASSETS> 149,028,029
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 8,566,518
<OVERDISTRIB-NII-PRIOR> (4,194,819)
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 2,174,513
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2,757,834
<AVERAGE-NET-ASSETS> 864,752,385
<PER-SHARE-NAV-BEGIN> 14.41
<PER-SHARE-NII> .51
<PER-SHARE-GAIN-APPREC> (.95)
<PER-SHARE-DIVIDEND> (.50)
<PER-SHARE-DISTRIBUTIONS> (.07)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 13.40
<EXPENSE-RATIO> .32
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE ANNUAL
REPORT OF METROPOLITAN SERIES FUND, INC., DECEMBER 31, 1994 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 06
<NAME> AGGRESSIVE GROWTH PORTFOLIO
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-START> JAN-01-1994
<PERIOD-END> DEC-31-1994
<INVESTMENTS-AT-COST> 532,777,087
<INVESTMENTS-AT-VALUE> 586,968,897
<RECEIVABLES> 42,847,714
<ASSETS-OTHER> 12,827
<OTHER-ITEMS-ASSETS> 90
<TOTAL-ASSETS> 629,829,528
<PAYABLE-FOR-SECURITIES> 39,373,728
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 408,951
<TOTAL-LIABILITIES> 39,782,679
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 547,562,199
<SHARES-COMMON-STOCK> 26,754,085
<SHARES-COMMON-PRIOR> 17,209,251
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> (433,626)
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> (11,273,534)
<ACCUM-APPREC-OR-DEPREC> 54,191,810
<NET-ASSETS> 590,046,849
<DIVIDEND-INCOME> 3,424,686
<INTEREST-INCOME> 1,855,560
<OTHER-INCOME> 0
<EXPENSES-NET> 4,098,433
<NET-INVESTMENT-INCOME> 1,181,813
<REALIZED-GAINS-CURRENT> (11,669,134)
<APPREC-INCREASE-CURRENT> 3,037,483
<NET-CHANGE-FROM-OPS> (7,449,838)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (1,216,000)
<DISTRIBUTIONS-OF-GAINS> (210,244)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 10,182,836
<NUMBER-OF-SHARES-REDEEMED> (703,360)
<SHARES-REINVESTED> 65,358
<NET-CHANGE-IN-ASSETS> 202,098,343
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 605,844
<OVERDISTRIB-NII-PRIOR> (399,439)
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 3,727,043
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 4,098,433
<AVERAGE-NET-ASSETS> 498,769,979
<PER-SHARE-NAV-BEGIN> 22.54
<PER-SHARE-NII> .05
<PER-SHARE-GAIN-APPREC> (.48)
<PER-SHARE-DIVIDEND> (.05)
<PER-SHARE-DISTRIBUTIONS> (.01)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 22.05
<EXPENSE-RATIO> .82
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE ANNUAL
REPORT OF METROPOLITAN SERIES FUND, INC., DECEMBER 31, 1994 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 08
<NAME> STOCK INDEX PORTFOLIO
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-START> JAN-01-1994
<PERIOD-END> DEC-31-1994
<INVESTMENTS-AT-COST> 338,019,938
<INVESTMENTS-AT-VALUE> 352,577,295
<RECEIVABLES> 12,157,247
<ASSETS-OTHER> 52
<OTHER-ITEMS-ASSETS> 75,580
<TOTAL-ASSETS> 364,810,174
<PAYABLE-FOR-SECURITIES> 1,705,799
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 103,421
<TOTAL-LIABILITIES> 1,809,220
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 347,791,823
<SHARES-COMMON-STOCK> 26,168,411
<SHARES-COMMON-PRIOR> 19,841,426
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> (32,706)
<ACCUMULATED-NET-GAINS> 684,480
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 14,557,357
<NET-ASSETS> 363,000,954
<DIVIDEND-INCOME> 9,045,983
<INTEREST-INCOME> 116,141
<OTHER-INCOME> 0
<EXPENSES-NET> 1,077,839
<NET-INVESTMENT-INCOME> 8,084,285
<REALIZED-GAINS-CURRENT> 2,120,555
<APPREC-INCREASE-CURRENT> (5,577,832)
<NET-CHANGE-FROM-OPS> 4,627,008
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (7,987,000)
<DISTRIBUTIONS-OF-GAINS> (4,959,963)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 6,141,029
<NUMBER-OF-SHARES-REDEEMED> (747,005)
<SHARES-REINVESTED> 932,960
<NET-CHANGE-IN-ASSETS> 80,300,521
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 3,523,888
<OVERDISTRIB-NII-PRIOR> (129,991)
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 804,918
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,077,839
<AVERAGE-NET-ASSETS> 322,707,902
<PER-SHARE-NAV-BEGIN> 14.25
<PER-SHARE-NII> .33
<PER-SHARE-GAIN-APPREC> (.17)
<PER-SHARE-DIVIDEND> (.32)
<PER-SHARE-DISTRIBUTIONS> (.22)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 13.87
<EXPENSE-RATIO> .33
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE ANNUAL
REPORT OF METROPOLITAN SERIES FUND, INC., DECEMBER 31, 1994 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 09
<NAME> INTERNATIONAL STOCK PORTFOLIO
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-START> JAN-01-1994
<PERIOD-END> DEC-31-1994
<INVESTMENTS-AT-COST> 252,679,215
<INVESTMENTS-AT-VALUE> 248,630,335
<RECEIVABLES> 1,614,690
<ASSETS-OTHER> 156,267
<OTHER-ITEMS-ASSETS> 29,740,088
<TOTAL-ASSETS> 280,141,380
<PAYABLE-FOR-SECURITIES> 6,883,631
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 305,370
<TOTAL-LIABILITIES> 7,189,001
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 276,872,193
<SHARES-COMMON-STOCK> 22,191,716
<SHARES-COMMON-PRIOR> 9,793,159
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> (1,078,410)
<ACCUMULATED-NET-GAINS> 1,399,780
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (4,241,184)
<NET-ASSETS> 272,952,379
<DIVIDEND-INCOME> 2,376,232
<INTEREST-INCOME> 126,002
<OTHER-INCOME> 0
<EXPENSES-NET> 2,313,254
<NET-INVESTMENT-INCOME> 188,980
<REALIZED-GAINS-CURRENT> 12,953,108
<APPREC-INCREASE-CURRENT> (13,777,142)
<NET-CHANGE-FROM-OPS> (635,054)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (27,000)
<DISTRIBUTIONS-OF-GAINS> (13,395,442)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 12,546,614
<NUMBER-OF-SHARES-REDEEMED> (1,253,398)
<SHARES-REINVESTED> 1,105,341
<NET-CHANGE-IN-ASSETS> 152,171,569
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 1,842,114
<OVERDISTRIB-NII-PRIOR> (1,240,390)
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,691,336
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2,313,254
<AVERAGE-NET-ASSETS> 223,120,452
<PER-SHARE-NAV-BEGIN> 12.33
<PER-SHARE-NII> .08
<PER-SHARE-GAIN-APPREC> .54
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> (.65)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 12.30
<EXPENSE-RATIO> 1.04
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<PAGE>
EXHIBIT 99.11(a)
INDEPENDENT AUDITORS' CONSENT
Metropolitan Series Fund, Inc.
We consent to the use in Post-Effective Amendment No. 16 to Registration
Statement No. 2-80751 of our opinion dated February 21, 1995 and to the
reference to us under the heading "General Information--Experts" appearing in
the Statement of Additional Information, which is a part of such Registration
Statement, and to the reference to us under the heading "Financial Highlights"
appearing in the Prospectus, which is also a part of such Registration
Statement.
Deloitte & Touche LLP
Denver, Colorado
April 28, 1995
<PAGE>
EXHIBIT 99.17
SPECIMEN PRICE MAKE-UP SHEET
DECEMBER 31, 1994
<TABLE>
<CAPTION>
VALUE OF REGISTRANT'S
PORTFOLIO SECURITIES OUTSTANDING TOTAL OFFERING
AND OTHER ASSETS SECURITIES PRICE PER UNIT
--------------------- ----------- --------------
<S> <C> <C> <C>
Growth Portfolio........ $754.890,262 34,222,071 $21.81
Income Portfolio........ $278,591,745 24,354,792 $11.32
Money Market Portfolio.. $ 40,386,894 3,813,066 $10.48
Diversified Portfolio... $905,054,940 66,633,553 $13.40
Aggressive Growth Port-
folio.................. $629,829,528 26,754,085 $22.05
Stock Index Portfolio... $364,810,174 26,168,411 $13.87
International Stock
Portfolio.............. $280,141,380 22,191,716 $12.30
</TABLE>
<PAGE>
EXHIBIT 99.24
POWER OF ATTORNEY
Metropolitan Series Fund, Inc.
------------------------------
KNOW ALL MEN BY THESE PRESENTS, that I, an officer of Metropolitan
Series Fund, Inc. (the "Corporation"), do hereby appoint Jeffrey J. Hodgman,
Christopher P. Nicholas and Patricia S. Worthington and each of them severally,
my true and lawful attorney-in-fact, for me and in my name, place and stead to
execute and file any instrument or document to be filed as part of or in
connection with or in any way related to the Registration Statements and any and
all amendments thereto, filed by the Corporation under the Securities Act of
1933, as amended, and/or the Investment Company Act of 1940, as amended, and to
have full power and authority to do or cause to be done in my name, place and
stead each and every act and thing necessary or appropriate in order to
effectuate the same, as fully to all intents and purposes as I might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact, or
any of them may do or cause to be done by virtue hereof. Each of said
attorneys-in-fact shall have power to act hereunder with or without the others.
IN WITNESS WHEREOF, I have hereunto set my hand this 3rd day of April,
1995.
/s/ Ronald Zito
------------------------------
Ronald Zito
<PAGE>
POWER OF ATTORNEY
Metropolitan Series Fund, Inc.
------------------------------
KNOW ALL MEN BY THESE PRESENTS, that I, a director of Metropolitan
Series Fund, Inc. (the "Corporation"), do hereby appoint Jeffrey J. Hodgman,
Christopher P. Nicholas and Patricia S. Worthington and each of them severally,
my true and lawful attorney-in-fact, for me and in my name, place and stead to
execute and file any instrument or document to be filed as part of or in
connection with or in any way related to the Registration Statements and any and
all amendments thereto, filed by the Corporation under the Securities Act of
1933, as amended, and/or the Investment Company Act of 1940, as amended, and to
have full power and authority to do or cause to be done in my name, place and
stead each and every act and thing necessary or appropriate in order to
effectuate the same, as fully to all intents and purposes as I might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact, or
any of them, may do or cause to be done by virtue hereof. Each of said
attorneys-in-fact shall have power to act hereunder with or without the others.
IN WITNESS WHEREOF, I have hereunto set my hand this 3rd day of
February, 1995.
/s/ John H. Tweedie
---------------------------
John H. Tweedie
<PAGE>
POWER OF ATTORNEY
Metropolitan Series Fund, Inc.
------------------------------
KNOW ALL MEN BY THESE PRESENTS, that I, an officer and director of
Metropolitan Series Fund, Inc. (the "Corporation"), do hereby appoint Jeffrey J.
Hodgman, Christopher P. Nicholas and Patricia S. Worthington and each of them
severally, my true and lawful attorney-in-fact, for me and in my name, place and
stead to execute and file any instrument or document to be filed as part of or
in connection with or in any way related to the Registration Statements and any
and all amendments thereto, filed by the Corporation under the Securities Act of
1933, as amended, and/or the Investment Company Act of 1940, as amended, and to
have full power and authority to do or cause to be done in my name, place and
stead each and every act and thing necessary or appropriate in order to
effectuate the same, as fully to all intents and purposes as I might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact, or
any of them may do or cause to be done by virtue hereof. Each of said attorneys-
in-fact shall have power to act hereunder with or without the others.
IN WITNESS WHEREOF, I have hereunto set my hand this 3rd day of
February, 1995.
/s/ Jeffrey J. Hodgman
------------------------------
Jeffrey J. Hodgman
