<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 29, 1996
REGISTRATION NOS. 2-80751
811-3618
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [_]
[X]
Post-Effective Amendment No. 17
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
[_]
[X]
Amendment No. 19
(CHECK APPROPRIATE BOX OR BOXES)
----------------
METROPOLITAN SERIES FUND, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
One Madison Avenue 10010
New York, New York (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE
OFFICE)
Registrant's Telephone Number, Including Area Code: 212-578-2674
----------------
HARRY P. KAMEN, ESQ.
One Madison Avenue
New York, New York 10010
(NAME AND ADDRESS OF AGENT FOR SERVICE)
Copy to:
GARY O. COHEN, ESQ.
Freedman, Levy, Kroll & Simonds
1050 Connecticut Avenue, N.W.
Washington, D.C. 20036
IT IS PROPOSED THAT THE FILING WILL BECOME EFFECTIVE (CHECK APPROPRIATE BOX)
[_] immediately upon filing pursuant to paragraph (b) of Rule 485.
[X] on May 1, 1996 pursuant to paragraph (b) of Rule 485.
[_] 60 days after filing pursuant to paragraph (a)(1) of Rule 485.
[_] on (date) pursuant to paragraph (a)(1) of Rule 485.
[_] 75 days after filing pursuant to paragraph (a)(2) of Rule 485.
[_] on (date) pursuant to paragraph (a)(2) of Rule 485.
PURSUANT TO RULE 24f-2 UNDER THE INVESTMENT COMPANY ACT OF 1940, THE
REGISTRANT HAS REGISTERED AN INDEFINITE AMOUNT OF COMMON SHARES. THE
REGISTRANT'S RULE 24f-2 NOTICE FOR THE YEAR ENDED DECEMBER 31, 1995 WAS FILED
WITH THE COMMISSION ON FEBRUARY 29, 1996.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<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 under "Income Portfolio.")
MONEY MARKET PORTFOLIO: to achieve the highest possible current income
consistent with preservation of capital and maintenance of liquidity, by
investing primarily in short-term money market instruments. INVESTMENT IN THIS
PORTFOLIO IS NEITHER INSURED NOR GUARANTEED BY THE UNITED STATES GOVERNMENT.
DIVERSIFIED PORTFOLIO: to achieve a high total return while attempting to
limit investment risk and preserve capital by investing in equity securities,
fixed-income debt securities, or short-term money market instruments, or any
combination thereof, at the discretion of State Street Research.
AGGRESSIVE GROWTH PORTFOLIO: to achieve maximum capital appreciation by
investing primarily in common stocks (and equity and debt securities
convertible into or carrying the right to acquire common stocks) of emerging
growth companies, undervalued securities or special situations.
STOCK INDEX PORTFOLIO: to equal the performance of the Standard & Poor's 500
Composite Stock Price Index (adjusted to assume reinvestment of dividends) by
investing in the common stock of companies which are included in the index.
INTERNATIONAL STOCK PORTFOLIO: to achieve long-term growth of capital by
investing primarily in common stocks and equity-related securities of non-
United States companies.
There can be no assurance that the objectives of any Portfolio will be
realized.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
This Prospectus sets forth concisely information about the Fund that a
prospective investor ought to know before investing. Additional information
about the Fund has been filed with the Securities and Exchange Commission in a
Statement of Additional Information which is incorporated herein by reference.
The Statement of Additional Information is available upon request and without
charge from Metropolitan Life Insurance Company, One Madison Avenue, New York,
New York 10010, Attention: Retirement and Savings Center, Area 24; telephone
number (212) 578-7914. Inquiries may be made to the same address or telephone
number.
This Prospectus should be read and retained for future reference.
The date of this Prospectus is May 1, 1996. The date of the Statement of
Additional Information is May 1, 1996.
<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, 1995 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, 1995 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> <C>
SELECTED DATA FOR A
SHARE OF CAPITAL STOCK
OUTSTANDING THROUGHOUT
THE PERIOD:
NET ASSET VALUE:
Beginning of period.... $ 21.81 $ 23.27 $ 21.72 $ 21.56 $ 17.20 $ 19.34 $ 14.64 $ 13.89 $ 13.72 $ 12.75
---------- --------- -------- -------- -------- -------- -------- -------- -------- --------
Income From Investment
Operations
Net investment income.. .35 .30 .28 .34 .41 .51 .54 .71 .37 .54
Net realized and
unrealized
gain (loss)........... 6.83 (1.06) 3.24 2.13 5.39 (2.15) 4.81 .78 .63 .76
---------- --------- -------- -------- -------- -------- -------- -------- -------- --------
Total From Investment
Operations............. 7.18 (.76) 3.52 2.47 5.80 (1.64) 5.35 1.49 1.00 1.30
---------- --------- -------- -------- -------- -------- -------- -------- -------- --------
Less Distributions
Dividends from net
investment income..... (.35) (.30) (.28) (.29) (.42) (.50) (.52) (.74) (.35) (.33)
Dividends from net
realized capital
gains................. (1.08) (.40) (1.69) (2.02) (1.02) -- (.13) -- (.48) --
---------- --------- -------- -------- -------- -------- -------- -------- -------- --------
Total Distributions..... (1.43) (.70) (1.97) (2.31) (1.44) (.50) (.65) (.74) (.83) (.33)
---------- --------- -------- -------- -------- -------- -------- -------- -------- --------
NET ASSET VALUE: End of
period................. $ 27.56 $ 21.81 $ 23.27 $ 21.72 $ 21.56 $ 17.20 $ 19.34 $ 14.64 $ 13.89 $ 13.72
========== ========= ======== ======== ======== ======== ======== ======== ======== ========
Total Return........... 33.14% (3.25)% 14.40% 11.56% 33.09% (8.50)% 36.64% 10.69% 7.19% 10.16%
Net assets at end of
period................ $1,094,751 $ 746,433 $640,413 $351,028 $232,160 $153,255 $140,279 $ 99,982 $ 96,177 $ 22,968
(In Thousands)
SIGNIFICANT RATIOS:
Operating expenses to
average net assets.... 0.31% 0.32% 0.28% 0.25% 0.25% 0.25% 0.25% 0.25% 0.25% 0.25%
Net investment income
to average net assets. 1.46% 1.40% 1.19% 1.52% 2.04% 2.83% 2.98% 4.83% 2.30% 3.01%
Portfolio turnover
(Note 1).............. 42.52% 57.27% 66.27% 63.74% 62.29% 39.86% 58.01% 51.21% 45.36% 56.79%
<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, 1995 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> <C>
SELECTED DATA FOR A
SHARE OF CAPITAL STOCK
OUTSTANDING THROUGHOUT
THE PERIOD:
NET ASSET VALUE:
Beginning of period.... $11.32 $12.59 $12.22 $12.32 $11.16 $11.10 $10.58 $10.47 $13.74 $12.28
---------- --------- -------- -------- -------- -------- -------- -------- -------- --------
Income From Investment
Operations
Net investment income.. .83 .91 .83 .90 .94 1.16 .99 .95 .97 1.20
Net realized and
unrealized gain
(loss)................ 1.38 (1.31) .86 (.05) 1.14 (.05) .41 .02 (1.27) 1.15
---------- --------- -------- -------- -------- -------- -------- -------- -------- --------
Total From Investment
Operations............. 2.21 (.40) 1.69 .85 2.08 1.11 1.40 .97 (.30) 2.35
---------- --------- -------- -------- -------- -------- -------- -------- -------- --------
Less Distributions
Dividends from net
investment income..... (.80) (.87) (.88) ( .71) (.92) (1.05) (.88) (.86) (1.76) (.89)
Dividends from net
realized capital
gains................. -- -- (.44) (.24) -- -- -- -- (1.21) --
---------- --------- -------- -------- -------- -------- -------- -------- -------- --------
Total Distributions..... (.80) (.87) (1.32) (.95) (.92) (1.05) (.88) (.86) (2.97) (.89)
---------- --------- -------- -------- -------- -------- -------- -------- -------- --------
NET ASSET VALUE: End of
period................. $12.73 $11.32 $12.59 $12.22 $12.32 $11.16 $11.10 $10.58 $10.47 $13.74
========== ========= ======== ======== ======== ======== ======== ======== ======== ========
Total Return........... 19.55% (3.15)% 11.36% 6.91% 17.31% 10.03% 13.35% 9.28% (1.87%) 19.63%
Net assets at end of
period................ $ 349,913 $ 275,659 $299,976 $156,245 $ 87,412 $ 54,531 $ 48,629 $ 35,670 $ 27,800 $ 26,163
(In Thousands)
SIGNIFICANT RATIOS:
Operating expenses to
average net assets.... 0.34% 0.35% 0.32% 0.25% 0.25% 0.25% 0.25% 0.25% 0.25% 0.25%
Net investment income
to average net assets
...................... 7.01% 7.02% 6.39% 7.16% 7.61% 9.80% 8.81% 8.26% 8.34% 8.35%
Portfolio turnover
(Note 1).............. 102.88% 141.15% 136.98% 151.74% 78.87% 82.93% 51.03% 74.10% 79.59% 169.06%
</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, 1995 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> <C>
SELECTED DATA FOR A
SHARE OF CAPITAL STOCK
OUTSTANDING THROUGHOUT
THE PERIOD:
NET ASSET VALUE:
Beginning of period.... $10.48 $10.49 $10.52 $10.59 $10.67 $10.49 $10.32 $10.18 $10.78 $10.87
------- -------- -------- -------- -------- -------- -------- -------- -------- --------
Income From Investment
Operations
Net investment income... .59 .40 .28 .39 .57 .86 .95 .76 .64 .70
------- -------- -------- -------- -------- -------- -------- -------- -------- --------
Total From Investment
Operations............. .59 .40 .28 .39 .57 .86 .95 .76 .64 .70
------- -------- -------- -------- -------- -------- -------- -------- -------- --------
Less Distributions
Dividends from net
investment income...... (.62) (.41) (.31) (.46) (.65) (.68) (.78) (.62) (1.24) (.79)
------- -------- -------- -------- -------- -------- -------- -------- -------- --------
Total Distributions..... (.62) (.41) (.31) (.46) (.65) (.68) (.78) (.62) (1.24) (.79)
------- -------- -------- -------- -------- -------- -------- -------- -------- --------
NET ASSET VALUE: End of
period................. $10.45 $10.48 $10.49 $10.52 $10.59 $10.67 $10.49 $10.32 $10.18 $10.78
======= ======== ======== ======== ======== ======== ======== ======== ======== ========
Total Return............ 5.59% 3.85% 2.90% 3.73% 6.10% 8.23% 9.28% 7.55% 6.22% 6.72%
Net assets at end of
period................. $40,456 $39,961 $44,321 $55,412 $70,946 $78,014 $41,779 $26,907 $17,147 $12,116
(In Thousands)
SIGNIFICANT RATIOS:
Operating expenses to
average net assets..... 0.49% 0.44% 0.38% 0.25% 0.25% 0.25% 0.25% 0.25% 0.25% 0.25%
Net investment income to
average net assets..... 5.39% 3.76% 2.85% 3.68% 5.93% 7.68% 8.82% 7.33% 6.06% 6.50%
Portfolio turnover ..... N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
</TABLE>
<TABLE>
<CAPTION>
DIVERSIFIED PORTFOLIO
----------------------------------------------------------------------------------------------------------
FOR THE FOR THE FOR THE FOR THE FOR THE FOR THE FOR THE FOR THE FOR THE FOR THE
YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR PERIOD
ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED JULY 25, 1986
DECEMBER DECEMBER DECEMBER DECEMBER DECEMBER DECEMBER DECEMBER DECEMBER DECEMBER TO DECEMBER
31, 1995 31, 1994 31, 1993 31, 1992 31, 1991 31, 1990 31, 1989 31, 1988 31, 1987 31, 1986
---------- -------- -------- -------- -------- -------- -------- -------- -------- -------------
<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.. $13.40 $14.41 $13.58 $13.61 $11.47 $12.16 $10.58 $10.34 $10.34 $10.00
---------- -------- -------- -------- -------- -------- -------- -------- -------- -------
Income From Investment
Operations
Net investment
income.............. .59 .51 .46 .53 .62 .68 .75 .73 .56 .22
Net realized and
unrealized gain
(loss).............. 3.02 (.95) 1.58 .74 2.23 (.68) 1.54 .23 (.18) .12
---------- -------- -------- -------- -------- -------- -------- -------- -------- -------
Total From Investment
Operations........... 3.61 (.44) 2.04 1.27 2.85 .00 2.29 .96 .38 .34
---------- -------- -------- -------- -------- -------- -------- -------- -------- -------
Less Distributions
Dividends from net
investment income... (.58) (.50) (.54) (.55) (.62) (.69) (.71) (.72) (.38) --
Dividends from net
realized capital
gains............... (.48) (.07) (.67) (.75) (.09) -- -- -- -- --
---------- -------- -------- -------- -------- -------- -------- -------- -------- -------
Total Distributions... (1.06) (.57) (1.21) (1.30) (.71) (.69) (.71) (.72) (.38) --
---------- -------- -------- -------- -------- -------- -------- -------- -------- -------
NET ASSET VALUE: End
of period............ $15.95 $13.40 $14.41 $13.58 $13.61 $11.47 $12.16 $10.58 $10.34 $10.34
========== ======== ======== ======== ======== ======== ======== ======== ======== =======
Total Return......... 27.03% (3.06)% 12.75% 9.48% 24.84% 0.00% 21.76% 9.25% 3.63% 3.40%
Net assets at end of
period.............. $1,114,834 $892,826 $743,798 $334,480 $232,276 $184,879 $172,968 $134,303 $112,867 $15,144
(In Thousands)
SIGNIFICANT RATIOS:
Operating expenses to
average net assets.. 0.31% 0.32% 0.29% 0.25% 0.25% 0.25% 0.25% 0.25% 0.25% 0.25%*
Net investment income
to average net
assets.............. 3.92% 3.66% 3.16% 3.85% 4.94% 5.74% 6.30% 6.64% 5.27% 5.48%*
Portfolio turnover
(Note 1)............ 79.29% 96.49% 95.84% 114.67% 70.56% 62.51% 50.61% 70.14% 61.30% 23.80%
</TABLE>
- -------
* Footnotes appear on Page 5.
PROSPECTUS 4
<PAGE>
<TABLE>
<CAPTION>
AGGRESSIVE GROWTH PORTFOLIO
---------------------------------------------------------------------------------------------------------
FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE PERIOD
ENDED ENDED ENDED ENDED ENDED ENDED ENDED APRIL 29, 1988
DECEMBER DECEMBER DECEMBER DECEMBER DECEMBER DECEMBER DECEMBER TO DECEMBER
31, 1995 31, 1994 31, 1993 31, 1992 31, 1991 31, 1990 31, 1989 31, 1988
------------ ------------ ------------ ------------ ------------ ------------ ------------ --------------
<S> <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.......... $22.05 $22.54 $19.52 $18.11 $10.95 $12.41 $10.42 $10.00
-------- -------- -------- -------- -------- -------- -------- ------
Income From
Investment
Operations
Net investment
income......... (.01) .05 .04 .08 .06 .15 .20 .16
Net realized and
unrealized gain
(loss)......... 6.50 (.48) 5.06 1.77 7.25 (1.43) 3.00 .36
-------- -------- -------- -------- -------- -------- -------- ------
Total From
Investment
Operations...... 6.49 (.43) 5.10 1.85 7.31 (1.28) 3.20 .52
-------- -------- -------- -------- -------- -------- -------- ------
Less
Distributions
Dividends from
net investment
income......... -- (.05) (.06) (.10) (.07) (.14) (.14) (.10)
Dividends from
net realized
capital gains.. (2.67) (.01) (2.02) (.34) (.08) (.04) (1.07) --
-------- -------- -------- -------- -------- -------- -------- ------
Total
Distributions... (2.67) (.06) (2.08) (.44) (.15) (.18) (1.21) (.10)
-------- -------- -------- -------- -------- -------- -------- ------
NET ASSET VALUE:
End of period... $25.87 $22.05 $22.54 $19.52 $18.11 $10.95 $12.41 $10.42
======== ======== ======== ======== ======== ======== ======== ======
Total Return.... 29.50% (1.88)% 22.63% 10.39% 66.41% (10.34)% 30.94% 5.21%
Net assets at
end of period.. $958,915 $590,047 $387,949 $129,249 $ 45,858 $ 15,409 $ 11,280 $4,738
(In Thousands)
SIGNIFICANT
RATIOS:
Operating
expenses to
average net
assets......... 0.81% 0.82% 0.79% 0.75% 0.75% 0.75% 0.75% 0.75%*
Net investment
income to
average net
assets......... (0.06%) 0.24% 0.18% 0.46% 0.45% 1.41% 1.41% 2.06%*
Portfolio
turnover (Note
1) ............ 255.83% 186.52% 120.82% 100.95% 146.12% 271.31% 226.39% 94.35%
</TABLE>
<TABLE>
<CAPTION>
STOCK INDEX PORTFOLIO
-------------------------------------------------------------
FOR THE FOR THE FOR THE FOR THE FOR THE FOR THE
YEAR YEAR YEAR YEAR YEAR PERIOD
ENDED ENDED ENDED ENDED ENDED MAY 1, 1990
DECEMBER DECEMBER DECEMBER DECEMBER DECEMBER TO DECEMBER
31, 1995 31, 1994 31, 1993 31, 1992 31, 1991 31, 1990
-------- -------- -------- -------- -------- -----------
<S> <C> <C> <C> <C> <C> <C>
SELECTED DATA FOR
A SHARE OF
CAPITAL STOCK
OUTSTANDING
THROUGHOUT THE
PERIOD:
NET ASSET VALUE:
Beginning of
period.......... $13.87 $14.25 $13.27 $12.76 $9.96 $10.00
-------- -------- -------- -------- ------- ------
Income From
Investment
Operations
Net investment
income......... .32 .33 .35 .36 .35 .23
Net realized and
unrealized gain
(loss)......... 4.79 (.17) .98 .60 2.82 (.05)
-------- -------- -------- -------- ------- ------
Total From
Investment
Operations...... 5.11 .16 1.33 .96 3.17 10.18
-------- -------- -------- -------- ------- ------
Less
Distributions
Dividends from
net investment
income......... (.32) (.32) (.35) (.26) (.37) (.22)
Dividends from
net realized
capital gains.. (.10) (.22) -- (.19) -- --
-------- -------- -------- -------- ------- ------
Total
Distributions... (.42) (.54) (.35) (.45) (.37) (.22)
-------- -------- -------- -------- ------- ------
NET ASSET VALUE:
End of period... $18.56 $13.87 $14.25 $13.27 $12.76 $9.96
======== ======== ======== ======== ======= ======
Total Return.... 36.87% 1.18% 9.54% 7.44% 29.76% 1.95%
Net assets at
end of period.. $635,823 $363,001 $282,700 $144,692 $54,183 $6,956
(In Thousands)
SIGNIFICANT
RATIOS:
Operating
expenses to
average net
assets......... 0.32% 0.33% 0.32% 0.25% 0.24% 0.25%*
Net investment
income to
average net
assets......... 2.22% 2.51% 2.51% 2.74% 2.98% 4.12%*
Net expenses to
average net
assets.........
Operating
expenses to
average net
assets before
voluntary
expense
reimbursements.
Net investment
income to
average net
assets before
voluntary
expense
reimbursements.
Portfolio
turnover (Note
1) ............ 6.35% 6.66% 13.99% 17.54% 1.18% 3.50%
<CAPTION>
INTERNATIONAL STOCK PORTFOLIO
----------------------------------------------------
FOR THE FOR THE FOR THE FOR THE FOR THE
YEAR YEAR YEAR YEAR PERIOD
ENDED ENDED ENDED ENDED MAY 1, 1991
DECEMBER DECEMBER DECEMBER DECEMBER TO DECEMBER
31, 1995 31, 1994 31, 1993 31, 1992 31, 1991
--------- --------- --------- ---------- -----------
<S> <C> <C> <C> <C> <C>
SELECTED DATA FOR
A SHARE OF
CAPITAL STOCK
OUTSTANDING
THROUGHOUT THE
PERIOD:
NET ASSET VALUE:
Beginning of
period.......... $12.30 $12.33 $8.63 $9.71 $10.00
--------- --------- --------- ---------- -----------
Income From
Investment
Operations
Net investment
income......... .03 .08 .02 .05 .05
Net realized and
unrealized gain
(loss)......... .07 .54 4.52 (1.04) (.20)
--------- --------- --------- ---------- -----------
Total From
Investment
Operations...... .10 .62 4.54 (.99) 9.85
--------- --------- --------- ---------- -----------
Less
Distributions
Dividends from
net investment
income......... (.04) -- (.26) (.09) (.14)
Dividends from
net realized
capital gains.. (.07) (.65) (.58) -- --
--------- --------- --------- ---------- -----------
Total
Distributions... (.11) (.65) (.84) (.09) (.14)
--------- --------- --------- ---------- -----------
NET ASSET VALUE:
End of period... $12.29 $12.30 $12.33 $8.63 $9.71
========= ========= ========= ========== ===========
Total Return.... 0.84% 5.08% 47.76% (10.21)% (1.55)%
Net assets at
end of period.. $297,461 $272,952 $120,781 $18,998 $10,809
(In Thousands)
SIGNIFICANT
RATIOS:
Operating
expenses to
average net
assets.........
Net investment
income to
average net
assets......... 0.21% .08% 0.15% 0.89% 1.01%*
Net expenses to
average net
assets......... 1.01% 1.04% 1.14% 0.97% 0.97%*
Operating
expenses to
average net
assets before
voluntary
expense
reimbursements. -- -- 1.15% -- --
Net investment
income to
average net
assets before
voluntary
expense
reimbursements. -- -- 0.15% -- --
Portfolio
turnover (Note
1) ............ 86.24% 65.84% 88.90% 65.09% 29.41%
</TABLE>
- -------
* Ratios have been determined based on annualized operating results for the
period. Twelve-month results may be different.
Total return information shown in the Financial Highlights tables does not
reflect expenses that apply at the separate account level or to related
insurance products. Inclusion of these charges would reduce the total return
figures for all periods shown.
(1) The lesser of purchases or sales of portfolio securities for a period,
divided by the monthly average of the market value of portfolio securities
owned during the period. Securities with a maturity or expiration date at
the time of acquisition of one year or less are excluded from the
calculation. For the year ended December 31, 1995, excluding short-term
securities, purchases of securities amounted to $489,702,902,
$332,005,213, $762,472,356, $2,021,984,610, $176,294,937 and $229,872,910,
and sales of securities amounted to $377,323,949, $299,203,930,
$745,575,956, $1,889,874,185, $30,311,462 and $261,521,471 for the Growth,
Income, Diversified, Aggressive Growth, Stock Index and International
Stock Portfolios, respectively.
PROSPECTUS 5
<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, Income and Diversified Portfolios for the past ten
years, the Aggressive Growth Portfolio for the past eight years, the Stock
Index Portfolio for the past six years and the International Stock Portfolio
for the past five years are set forth in the Financial Highlights.
Also, the Fund intends to comply with the various requirements of the
Internal Revenue Code so as to qualify as a "regulated investment company"
thereunder. (See "Dividends, Distributions and Taxes.") Among such
requirements is a limitation that less than 30% of the amount of gross income
which each Portfolio may derive from gain on the sale or other disposition of
instruments may be with respect to instruments held for less than three
months. Accordingly, the ability of any Portfolio to effect certain short-term
portfolio transactions may be limited. The Fund also intends to comply with
the diversification requirements of the Internal Revenue Code (see "Taxes" in
the Statement of Additional Information).
Each Portfolio which invests in equity securities may invest up to 10% of
its total assets in shares of other investment companies (up to 5% of which
may be invested in any single investment company), including unit investment
trusts that issue shares representing separate rights to capital appreciation
and dividends in respect of the common stock of various issuers. Such
investments may in effect include the payment of duplicative management or
other fees. Other limitations may apply (see "Certain Investment Limitations"
in the Statement of Additional Information).
Since investment involves both opportunities for gain and risks of loss, no
assurance can be given that the Portfolios will achieve their objectives.
Contract owners should carefully review the objectives and policies of the
Portfolios and consider their ability to assume the risks involved before
purchasing a Contract and allocating amounts thereunder to particular
Portfolios.
Since the prices of the types of securities usually purchased for the
Growth, Aggressive Growth, Stock Index and International Stock Portfolios and,
to some extent, for the Diversified Portfolio tend to fluctuate more than the
prices of the securities usually purchased for the Income Portfolio or the
Money Market Portfolio, the net asset value of the Growth, Aggressive Growth,
Diversified, Stock Index and International Stock Portfolios may experience
greater short-term and long-term variations than the other Portfolios.
Growth Portfolio
The Growth Portfolio seeks long-term growth of capital and income, and
moderate current income. The Growth Portfolio will seek to achieve a superior
overall return, while at the same time attempting to minimize the effects of
significant stock market declines.
It is anticipated that there will be a mix of assets in the Growth
Portfolio. A portion of the Growth Portfolio may be invested in equity
securities of good quality and in well-established companies where the stock
price is considered to represent good value, based on factors including
historical investment standards, such as price/book value ratios and
price/earnings ratios. Another portion of the Growth Portfolio may be invested
in smaller emerging growth companies. These are companies that are in the
development stage of their life cycles and that are expected to achieve above-
average earnings growth. Typically, these companies are benefiting from new
developments in advanced technology or are providing new products and services
to consumers. A third portion of the Growth Portfolio may be held in short-
term fixed income investments.
The mix of assets in the Growth Portfolio will vary with prevailing economic
and market conditions. Consequently, the three portions of the Growth
Portfolio's assets will not be invested in any specified proportions.
Generally, the greater portion of assets will be invested in equity securities
of established companies. Up to 25% of the assets may be invested in
securities convertible into common stocks. The Growth Portfolio may acquire
warrants.
Securities convertible into common stocks consist primarily of bonds or
preferred stocks which have warrants attached or which are exchangeable into a
specified number of shares of common stock. A warrant is a right, for a
specified period of time, to acquire a specified number of shares of common
stock for a
PROSPECTUS 6
<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" for
defensive purposes in periods of adverse market conditions and in periods when
short-term rates appear more attractive than prospective equity returns.
Income Portfolio
The primary investment objective of the Income Portfolio is to achieve the
highest possible total return, by combining current income with capital gains,
consistent with prudent investment risk. An additional objective is
preservation of capital. In seeking to achieve these objectives, the Portfolio
will invest at least 75% of the value of its assets in straight debt
securities which have a rating within the three highest grades as determined
by Standard & Poor's Ratings Group (Standard & Poor's) or Moody's Investor
Services Inc. (Moody's). (See "Investment Practices and Policies" in the
Statement of Additional Information for a discussion of these ratings.) In the
event that securities held by the Portfolio fall below those ratings, the
Portfolio will not be obligated to dispose of such securities and may continue
to hold such securities if, in the opinion of Metropolitan Life or State
Street Research, such investment is considered appropriate under the
circumstances.
From time to time, up to 25% of the Income Portfolio's total assets may be
invested in straight debt securities which are not rated within the three
highest grades of Standard & Poor's or Moody's as described above, or in
convertible debt securities, convertible preferred and preferred stocks of
companies, the senior securities of which have a rating within the three
highest grades of Standard & Poor's or Moody's applicable to such securities.
Debt securities within the top credit categories (i.e., rated AAA, AA or A by
Standard & Poor's or Aaa, Aa or A by Moody's) comprise what are generally
known as high-grade bonds. Medium-grade bonds (i.e., rated BBB by Standard &
Poor's or Baa by Moody's) lack outstanding investment characteristics and also
have speculative characteristics, but are regarded as having an adequate
capacity to pay principal and interest, although adverse economic conditions
or changing circumstances are more likely to lead to a weakening of such
capacity than that for higher grade bonds. Such debt securities, as well as
those in higher grade categories, are generally known as investment grade
securities.
Bonds rated BB or B by Standard & Poor's or Ba or B by Moody's (generally
known as lower-medium and lower grade bonds) are the lowest grades in which
the Income Portfolio will invest and are regarded, on balance, as
predominantly speculative with respect to the issuer's capacity to pay
interest and principal in accordance with the terms of the obligation. While
such bonds will likely have some quality and protective characteristics, these
are outweighed by uncertainties or risk exposures to adverse conditions.
Lower-medium and lower quality bonds may be more susceptible to real or
perceived adverse economic and individual corporate developments than would
investment grade bonds. For example, a projected economic downturn or the
possibility of an increase in interest rates could cause a decline in high
yield bond prices because such an event might lessen the ability of highly
leveraged high yield issuers to meet their principal and interest payment
obligations, meet projected business goals or obtain additional financing. In
addition, the secondary trading market for lower-medium and lower quality
bonds may be less liquid than the market for investment grade bonds. This
potential lack of liquidity may make it more difficult to accurately value
certain portfolio securities. See the Statement of Additional Information for
further information concerning the ratings of debt securities.
During the period January 1, 1995 to December 31, 1995, the percentage of
the Income Portfolio's total investments on an average annual basis invested
in securities of each rating category was as follows: 79.6% in securities
rated AAA or its equivalent, 2.2% in securities rated AA or its equivalent,
8.2% in securities rated A or its equivalent, 3.1% in securities rated BBB or
its equivalent, 3.1% in securities rated BB or its equivalent, 3.4% in
securities rated B or its equivalent, and 0.4% in securities rated CCC or its
equivalent, as determined by the Fund on a dollar weighted basis. The above
percentages reflect ratings as of the time of purchase and subsequent changes,
if any, including downgrades, for the period the securities were held.
PROSPECTUS 7
<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" 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. The Portfolio may not own, at the same time, each individual stock in
the S&P Index. The Portfolio, upon commencement of operations, held about 350
of the stocks included in the S&P Index. Since the commencement of operations,
the number has increased to include approximately 470 stocks included in the
S&P Index as the Portfolio has grown in total assets. As the total assets in
the Portfolio continue to increase it is possible that the number of stocks
held by the Portfolio may also increase to include all 500 stocks included in
the S&P Index.
The Stock Index Portfolio uses a correlation coefficient to measure the
relationship between the performance of the Portfolio and the S&P Index. A
perfect correlation would produce a coefficient of 1.00 which would be
achieved when the Portfolio's net asset value, including the value of its
dividends, increases or decreases in exact proportion to the change in the S&P
Index. The Portfolio will attempt to maintain a target correlation coefficient
of at least .95. If this target is in danger of not being achieved, the
components of total return of both the Portfolio and the S&P Index would be
broken down to determine the source of the difference so that corrective steps
could be taken.
The Portfolio may also diversify differently by industry segment (such as
automotive industry, airline industry, electronics industry) than does the S&P
Index. It is expected that initially approximately 60% of the assets in the
Portfolio will be allocated based on a simple capitalization basis, with the
remaining assets allocated on an industry weighted basis. The Portfolio will
be rebalanced only if it deviates from the appropriate weightings by a certain
percent depending on the particular stock or industry. The Portfolio will not
purchase any common stock that is not included in the S&P Index.
Under normal circumstances, at least 75% of the total assets of the
Portfolio will be common stocks included in the S&P Index. (Circumstances that
would not be considered normal include an unusual cash flow pattern such as an
unexpectedly large inflow of cash which the portfolio manager is unable to
invest quickly and completely in such stocks because of the amount of the
cash, or a major catastrophe like atomic war or a natural disaster which
prevents investment in common stocks.) A portion of the Portfolio may
temporarily be invested in short-term investments of the type described in the
first paragraph under "Money Market Portfolio", pending withdrawal or
investment.
The Stock Index Portfolio will not utilize a defensive investment approach
in periods of adverse market conditions such as generally declining stock
prices. Therefore, an investor participating in the Portfolio bears the risk
of such adverse market conditions. The Portfolio's return may be lower than
the return of the S&P Index because of brokerage and other transaction costs,
other Portfolio or Fund expenses, and tracking error.
The Stock Index Portfolio will not trade in securities for short-term
profits. Generally, the Portfolio will only trade securities to reflect
changes in the S&P Index or to carry out appropriate rebalancing for
diversification purposes or to more closely track the return of the S&P Index.
International Stock Portfolio
The investment objective of the International Stock Portfolio is to achieve
long-term growth of capital by investing primarily in common stocks and
equity-related securities of non-United States ("U.S.") companies. Non-U.S.
companies for these purposes are companies domiciled outside the United
States. Current income is not a specific prerequisite in the selection of
portfolio securities. Management will measure long-term growth in U.S.
dollars. To achieve its objective, the International Stock Portfolio will,
under normal circumstances, invest at least 65% of its net assets in common
stocks and equity-related securities of established larger capitalization non-
U.S. companies having attractive long-
PROSPECTUS 10
<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" for a discussion of convertible securities. The
International Stock Portfolio may also invest up to 5% of its net assets in
common stocks and equity-related securities of smaller capitalization emerging
growth companies that GFM expects will achieve above-average long-term
earnings growth. The International Stock Portfolio may also acquire privately
placed equity securities, limited to 5% of the Portfolio's net assets.
Although the International Stock Portfolio will be primarily invested in
common stocks and equity-related securities of non-U.S. companies, to the
extent it is not so invested, it may be invested in other types of securities,
including: (i) high and medium quality debt securities of domestic and non-
U.S. issuers rated at least Baa or its equivalent by an NRSRO or, if unrated,
of comparable investment quality as determined by GFM and (ii) high-quality
domestic and non-U.S. money market instruments, including repurchase
agreements with non-U.S. banks and broker-dealers and "synthetic" money market
positions. See "Other Investment Practices" for information concerning
repurchase agreements and synthetic money market positions. Under normal
market and economic conditions, the Portfolio intends to invest primarily in
non-U.S. equity and debt securities. Nevertheless, if current or anticipated
political, market, or economic conditions warrant, the Portfolio may for
temporary or defensive purposes invest in domestic money market instruments,
debt securities, and equity securities without limitation.
The International Stock Portfolio intends to broadly diversify its holdings
by both the number of companies and the countries in which it will invest.
Under normal circumstances, the Portfolio expects to have at least three
different countries outside the U.S. represented in its portfolio. No more
than 20% of net assets will be invested in any one country at any one time
except that an additional 15% of net assets may be invested in securities of
issuers located in Australia, Canada, France, the United Kingdom, or Germany
and an additional 22% of net assets may be invested in securities of issuers
located in Japan. The Portfolio has no other set limits related to the
geography of its investments and expects to invest in companies located in
Western Europe, the Pacific Basin, and Latin America. When allocating
investments among geographic regions and individual countries, GFM considers
various factors, such as: prospects for relative economic growth among
countries, regions or geographic areas; expected levels of inflation;
government policies influencing business conditions; and the outlook for
currency relationships.
The common stocks and equity-related securities purchased by the
International Stock Portfolio are generally expected to be traded on a non-
U.S. stock exchange or on an established over-the-counter market. The
Portfolio will also invest in common stocks and equity-related securities of
non-U.S. companies through the purchase of American Depository Receipts
("ADRs"), European Depository Receipts ("EDRs"), and International Depository
Receipts ("IDRs"). See "Foreign Securities" for a further discussion of these
investments.
The International Stock Portfolio intends to invest primarily in securities
denominated in currencies other than the U.S. dollar, may temporarily hold
funds in bank deposits or money market investments denominated in non-U.S.
currencies, and may receive interest, dividends, and sale proceeds in non-U.S.
currencies. As a result, the Portfolio will engage in currency exchange
transactions to convert currencies to or from U.S. dollars. These currency
transactions may be on a spot (i.e., cash) basis at the spot rate prevailing
in the non-U.S. exchange market. To reduce risks associated with currency
fluctuations, the Portfolio may also enter into forward foreign currency
exchange contracts to purchase or sell selected currencies, may write covered
put and call options on selected currencies, may purchase put or call options
on selected currencies, may sell or purchase currency futures contracts, and
may sell or purchase put or call options on currency futures contracts. Such
transactions will be used for hedging purposes or to earn additional income,
but in no event for speculation. See "Other Investment Practices" for
information concerning these investment techniques and the manner in which
they may be used by the Portfolio.
The Fund may establish other portfolios from time to time.
Fundamental Investment Policies
The Fund has adopted the following fundamental policies relating to the
investment of assets of the Portfolios and their activities. Additional
fundamental investment policies are described in the Fund's Statement of
Additional Information at "Investment Practices and Policies." The fundamental
policies discussed below and in the Statement of Additional Information,
unlike the general objectives and policies discussed above, may not be changed
without approval by the requisite vote of the outstanding voting shares of
each Portfolio affected.
No Portfolio may:
1. write call options which are not covered options;
PROSPECTUS 11
<PAGE>
2. (except for the International Stock Portfolio which may write covered
put options), write put options, except to close out option positions
previously entered into;
3. invest in commodities or commodity contracts, except that: (i) any
Portfolio that invests in equity securities may purchase and sell stock
index futures contracts, may write covered call options and purchase put and
call options on such stock index futures contracts and may enter into
closing transactions with respect to such options; (ii) all Portfolios may
purchase and sell interest rate futures contracts, may write covered call
options and purchase put and call options on such interest rate futures
contracts and may enter into closing transactions with respect to such
options; (iii) all Portfolios may write covered call options and purchase
put and call options on indices and may enter into closing transactions with
respect to such options, to the extent that investment in a particular index
is economically appropriate for the management of the Portfolio's underlying
securities and consistent with its investment objective(s) and policies; and
(iv) the International Stock Portfolio may purchase and sell stock index,
interest rate, and currency futures contracts, may write covered put and
call options on such futures contracts, may purchase put and call options on
such futures contracts, and may enter into closing transactions with respect
to options on such futures contracts;
4. make loans, provided, however, that this restriction shall not prohibit
a Portfolio from (a) entering into repurchase agreements (see "Investment
Practices and Policies," in the Statement of Additional Information), (b)
purchasing bonds, notes, debentures or other obligations of a character
customarily purchased by institutional or individual investors (whether or
not publicly distributed) and (c) making loans of its portfolio securities
which do not thereupon cause in excess of 20% of the value of the
Portfolio's total assets to consist of loaned securities (see "Lending of
Portfolio Securities" in the Statement of Additional Information for a
discussion of additional risks associated with such practice); or
5. (except for the International Stock Portfolio, which may invest all of
its assets in securities of foreign issuers) purchase securities of foreign
issuers if more than 10% of the value of the Portfolio's total assets would
thereupon be invested in such securities. However, up to 25% of the value of
the Portfolio's total assets may be invested in securities (i) issued,
assumed or guaranteed by foreign governments, or political subdivisions or
instrumentalities thereof, (ii) assumed or guaranteed by domestic issuers or
(iii) issued, assumed or guaranteed by foreign issuers having a class of
securities listed for trading on the New York Stock Exchange. (See "Foreign
Securities" for a discussion of additional risks associated with such
investments.)
Other Investment Practices
Writing Covered Put and Call Options and Purchasing Put and Call Options. In
order to earn additional income or as a hedge against or to minimize
anticipated declines in the value of its securities, each Portfolio may write
(sell) covered call options on securities and stock indices and may purchase
call options to close out covered call options previously entered into. In
addition, to earn additional income, the International Stock Portfolio may
write covered put options on securities and stock indices and may purchase put
options to close out such covered put options previously written. The
International Stock Portfolio also may write covered call and covered put
options on currencies and may purchase call and put options to close out
covered put and covered call options previously written. The International
Stock Portfolio may write covered call and covered put options on currencies
to hedge against anticipated declines in the exchange rate of the currencies
in which the Portfolio's securities held or to be purchased are denominated or
to earn additional income for the Portfolio. As a general matter, a call
option gives the holder (purchaser) the right to buy and obligates the writer
(seller) to sell, in return for a premium paid, the underlying security or
currency at the exercise price during the option period. As a general matter,
a put option gives the holder (purchaser) the right to sell and obligates the
writer (seller) to purchase, in return for a premium paid, the underlying
security or currency at the exercise price during the option period. In
economic effect, a stock index call or put option is similar to an option on a
particular security, except that the value of the option depends on the
weighted value of the group of securities comprising the index, rather than a
particular security, and settlements are made in cash rather than by delivery
of a particular security. Each Portfolio will write covered call options only
with respect to equity securities, bonds, and stock and bond indices which
correlate with that Portfolio's particular portfolio securities and the
International Stock Portfolio may write covered put and covered call options
only on currencies that correlate with that Portfolio's investments. The
Portfolios will write only covered options that are listed on recognized
securities exchanges.
PROSPECTUS 12
<PAGE>
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
<PAGE>
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
<PAGE>
will meet the policies, standards and objectives of a particular Portfolio.
Forward Foreign Currency Exchange Contracts. When the Portfolios, and in
particular the International Stock Portfolio, invest in securities denominated
in currencies other than U.S. dollars, such securities may be affected
favorably or unfavorably by changes in currency rates. Each Portfolio (except
the Stock Index Portfolio) may use forward foreign currency exchange contracts
("forward currency contracts") to hedge the currency risk relating to the non-
U.S. dollar-denominated securities purchased, sold, or held by that Portfolio.
A forward currency contract involves an obligation to purchase or sell a
specific currency at a future date, which may be any fixed number of days from
the date of the forward currency contract agreed upon by the parties, at a
price set at the time of the contract. These forward currency contracts are
principally traded in the interbank market conducted directly between currency
traders (usually large commercial banks) and their customers. The Portfolios
may enter into forward currency contracts only under two circumstances. First,
when a Portfolio has entered into a contract to purchase or sell a security
denominated in a foreign currency, that Portfolio may be able to protect
itself against a possible loss, between the trade date and the settlement date
for such security, resulting from an adverse change in the relationship
between the U.S. dollar and the foreign currency in which such security is
denominated, by entering into a forward currency contract in U.S. dollars for
the purchase or sale of the amount of the foreign currency involved in the
underlying security transaction. However, this practice may limit potential
gains which might result from a positive change in such currency
relationships. Second, when the management for a Portfolio believes that the
currency of a particular country may suffer or enjoy a substantial movement
against the U.S. dollar (or another currency), that Portfolio may enter into a
forward currency contract to sell or buy an amount of foreign currency
approximating the value of some or all of that Portfolio's securities
denominated in such foreign currency. The forecasting of short-term currency
market movements is extremely difficult and whether such a short-term hedging
strategy will be successful is highly uncertain.
Synthetic Non-U.S. Money Market Positions. Money market securities
denominated in foreign currencies are permissible investments of the
International Stock Portfolio. In addition to, or in lieu of direct investment
in such securities, the International Stock Portfolio may construct a
synthetic non-U.S. money market position by (i) purchasing a money market
instrument denominated in U.S. dollars and (ii) concurrently entering into a
forward currency contract to deliver a corresponding amount of U.S. dollars in
exchange for a foreign currency on a future date and at a specified rate of
exchange. Because of the availability of a variety of highly liquid short-term
U.S. dollar-denominated money market instruments, a synthetic money market
position utilizing such U.S. dollar-denominated instruments may offer greater
liquidity than direct investment in a money market instrument denominated in a
foreign currency.
MANAGEMENT OF THE FUND
...............................................................................
The directors, in addition to reviewing the actions of the Fund's investment
manager and sub-investment manager, as set forth below, decide upon matters of
general policy. The Fund's officers supervise the daily business operations of
the Fund. A listing of the Board of Directors and the officers of the Fund is
set forth under "Directors and Officers" in the Statement of Additional
Information.
Metropolitan Life is the investment manager and principal underwriter and
distributor for the Fund. Metropolitan Life also manages investment assets
owned by it, by certain companies affiliated with it and by certain other
entities. Metropolitan Life is a mutual life insurance company which sells
insurance policies and annuity contracts. On December 31, 1995, it had total
life insurance in force of approximately $1.3 trillion and total assets under
management of over $179 billion. Metropolitan Life is the parent of
Metropolitan Tower.
State Street Research is the sub-investment manager with respect to the
Growth, Income, Diversified and Aggressive Growth Portfolios. State Street
Research is a Delaware corporation, and is a wholly-owned indirect subsidiary
of Metropolitan Life, which currently provides investment research and
management services to a family of mutual funds and a limited number of other
substantial institutional clients, such as trustees for corporate pension
plans, endowments and foundations. State Street Research has a history that
dates to 1924, with the founding of America's second mutual fund. On December
31, 1995, State Street Research and its subsidiaries had investment
arrangements in effect for about $30.5 billion in assets. State Street
Research's fees for sub-investment management services are paid by
Metropolitan Life.
GFM is the sub-investment manager with respect to the International Stock
Portfolio. Formed in 1990, GFM is an English corporation and a subsidiary of
Metropolitan Life. The firm was formed to provide pension funds, 401(k) plans,
foundations, endowments,
PROSPECTUS 15
<PAGE>
corporations and financial institutions with a range of investment management
services related to the international marketplace. On December 31, 1995, GFM
had investment management arrangements in effect for over $1.529 billion in
assets. GFM's fees for sub-investment management services are paid by
Metropolitan Life.
Metropolitan Life, subject to review by the Fund's Board of Directors, is
responsible for the overall management of each Portfolio and has ultimate
responsibility for making decisions to buy, sell or hold any particular
security for each Portfolio and day to day responsibility for making such
decisions for the Money Market and the Stock Index Portfolios. State Street
Research, subject to review by the Fund's Board of Directors and by
Metropolitan Life, has the day-to-day responsibility for making decisions to
buy, sell or hold any particular security for the Growth, Income, Diversified
and Aggressive Growth Portfolios. GFM, subject to review by the Fund's Board
of Directors and by Metropolitan Life, has the day-to-day responsibility for
making decisions to buy, sell or hold any particular security for the
International Stock Portfolio. Metropolitan Life is also obligated to perform
general administrative and management services for the Fund.
For providing investment management services to each Portfolio, except the
Aggressive Growth Portfolio and the International Stock Portfolio,
Metropolitan Life receives monthly compensation from the Portfolios at an
annual rate of .25% of the average daily value of the aggregate net assets of
that Portfolio. For providing investment management services to the Aggressive
Growth Portfolio and the International Stock Portfolio, Metropolitan Life
receives monthly compensation at an annual rate of .75% of the average daily
value of the aggregate net assets of that Portfolio. The advisory fee payable
by the Aggressive Growth Portfolio is higher than advisory fees paid by many
other investment companies of the same type, but the Fund's Board of Directors
believes it to be justifiable in consideration of the extremely careful
scrutiny and analysis necessary to select and continuously follow the kinds of
investments in which such Portfolio engages in light of such Portfolio's
investment objectives and policies. Moreover, the advisory fee is comparable
to other investment companies with similar investment objectives. During 1995,
such fees aggregated $14,648,069 for all of the Portfolios.
For sub-investment management services with respect to the Growth, Income,
Diversified and Aggressive Growth Portfolios, State Street Research receives
from Metropolitan Life an annual percentage fee, calculated on the month
ending value of the aggregate net assets of the particular Portfolio. During
1995, sub-investment management fees for the Growth, Income, Diversified and
Aggressive Growth Portfolios aggregated $10,412,735. For sub-investment
management services with respect to the International Stock Portfolio, GFM
receives from Metropolitan Life an annual percentage fee calculated on the
month ending value of the aggregate net assets of that Portfolio. During 1995,
such fees aggregated $1,634,069. The Fund has no responsibility for the
payment of fees to State Street Research or to GFM.
Michael R. Yogg is the portfolio manager for the Growth Portfolio and the
equity portion of the Diversified Portfolio. Mr. Yogg is one of the lead
portfolio managers for the State Street Research Equity Group's Growth Team
and a Senior Vice President of the Firm. He is also Chairman of the Asset
Allocation Committee and a member of the Investment Research Committee. Mr.
Yogg joined the firm in 1978 as a security analyst and he was named Vice
President in 1984. He became Director of Research in 1988 and Senior Vice
President in 1989. Before joining State Street Research, Mr. Yogg was an
instructor at Harvard College. He received a B.A. from Yale College and A.M.
and Ph.D. degrees from Harvard University. Mr. Yogg has 17 years of investment
experience. Kim M. Peters manages the Income Portfolio and the fixed income
portion of the Diversified Portfolio. Mr. Peters is the lead portfolio manager
for the State Street Research Fixed Income Group's Corporate Team and is a
Senior Vice President of the firm. He joined State Street Research in 1986 as
a security analyst and was named Vice President in 1989 and became Senior Vice
President in 1994. Mr. Peters previously served as Registration and Compliance
Specialist at the State Historical Society of Wisconsin. He earned an A.B.
from Clark University, an M.S. from the University of Wisconsin and an M.B.A.
from the University of Wisconsin Graduate School of Business. He has nine
years of investment experience. Frederick R. Kobrick manages the Aggressive
Growth Portfolio. He is the lead portfolio manager for the State Street
Research Equity Group's Aggressive Growth Team and a member of the Investment
Research Committee. He joined State Street Research in 1985 as Vice President
and became Senior Vice President in 1989. Previously, Mr. Kobrick served as a
security analyst and portfolio manager at Thorndike, Doran, Paine & Lewis. He
received a B.A. from Boston University and an M.B.A. from Harvard Business
School. Mr. Kobrick has 24 years of investment experience.
The International Stock Portfolio is managed by Rosamunde M. Price, Steven
J. Brunnock and Ian R. Vose of GFM. Mrs. Price's and Mr. Brunnock's principal
occupation is portfolio manager with GFM. They have managed the Portfolio
since its inception in January 1992 and have been with GFM since its formation
in
PROSPECTUS 16
<PAGE>
1990. Mr. Vose's principal occupation is Chief Executive and Chief Investment
Officer of GFM. For the five years prior to joining GFM, Mrs. Price served as
Chief Investment Manager (Equities) at Deutsche Bank Capital Management (UK)
Ltd., Senior Fund Manager at Nippon Credit International Ltd. and Investment
Director of the Civil Aviation Authority Pension Fund. For the five years
prior to joining GFM, Mr. Brunnock served as United Kingdom Portfolio Manager
of MGM Assurance plc. For the five years prior to joining GFM, Mr. Vose served
as Director of MG International Fund Management and Chief Investment Officer
of MG-Tokai Bank Fund Management.
Prior to May 16, 1993, Metropolitan Life was obligated to pay all expenses
of each Portfolio of the Fund other than the investment management fees
payable to Metropolitan Life, brokerage commissions on portfolio transactions
(including any other direct costs related to the acquisition, disposition,
lending or borrowing of portfolio investments), taxes payable by the Fund,
interest and any other costs related to borrowings by the Fund, and any
extraordinary or non-recurring expenses (such as legal claims and liabilities
and litigation costs and any indemnification related thereto). Since that
date, the Fund has been obligated to pay all of its own expenses. However,
Metropolitan Life reserves the right, in its sole discretion, to pay all or a
portion of the expenses of the Fund or any of its Portfolios, and to terminate
such voluntary payment at any time upon notice to the Board of Directors and
shareholders of the Fund.
GENERAL INFORMATION ABOUT THE FUND AND ITS SHARES
...............................................................................
The Fund was incorporated under the laws of the State of Maryland on
November 23, 1982 and filed articles supplementary with the State of Maryland
with respect to the Diversified Portfolio (then known as the Discretionary
Portfolio) on October 25, 1984, with respect to the Aggressive Growth and
three other Portfolios on October 19, 1987 and February 2, 1988, with respect
to the Stock Index Portfolio on January 30, 1990 and with respect to the
International Stock Portfolio on August 7, 1990. The authorized capital stock
of the Fund consists of 1,000,000,000 shares of common stock, par value $0.01
per share. The shares of common stock are presently divided into seven classes
(or series): Growth Portfolio common stock, Income Portfolio common stock,
Money Market Portfolio common stock, Diversified Portfolio common stock,
Aggressive Growth Portfolio common stock, Stock Index Portfolio common stock
and International Stock Portfolio common stock. Each class currently consists
of 100,000,000 shares. The Board of Directors of the Fund may classify and
reclassify any authorized and unissued shares of capital stock, and the Fund
reserves the right to issue additional classes of shares without the consent
of shareholders.
As a Maryland corporation, the Fund is not required to hold regular annual
shareholder meetings and, in the normal course, does not expect to hold such
meetings. The Fund, is, however, required to hold shareholder meetings for
such purposes as, for example: (i) approving certain agreements as required by
the 1940 Act; (ii) changing fundamental investment objectives and restrictions
of the Portfolios; and (iii) filling vacancies on the Board of Directors in
the event that less than a majority of the directors have been elected by
shareholders. The Fund expects that there will be no meetings of shareholders
for the purpose of electing directors unless and until such time as less than
a majority of the directors holding office have been elected by shareholders.
At such time, the directors then in office will call a shareholder meeting for
the election of directors. In addition, holders of record of not less than
two-thirds of the outstanding shares of the Fund may remove a director from
office by a vote cast in person or by proxy at a shareholder meeting called
for that purpose at the request of holders of 10% or more of the outstanding
shares of the Fund. The Fund has the obligation to assist in such shareholder
communications. Except as set forth above, directors will continue in office
and may appoint successor directors.
All shares of common stock, of whatever class, are entitled to one vote, and
the votes of all classes are cast on an aggregate basis, except on matters
where the interests of the Portfolios differ. In such a case, the voting is on
a Portfolio-by-Portfolio basis. Approval or disapproval by the shares in one
Portfolio on such a matter would not generally be a prerequisite to approval
or disapproval by shares in another Portfolio; and shares in a Portfolio not
affected by a matter generally would not be entitled to vote on that matter.
Examples of matters which would require a Portfolio-by-Portfolio vote are
changes in fundamental investment policies of a particular Portfolio and
approval of changes in any investment management agreement relating to a
particular Portfolio.
Each issued and outstanding share in a Portfolio is entitled to participate
equally in dividends and distributions declared by such Portfolio and to
receive its pro rata share of the assets of such Portfolio remaining after
satisfaction of outstanding liabilities upon liquidation or dissolution. For
these purposes, and for
PROSPECTUS 17
<PAGE>
purposes of determining the sale and redemption prices of shares, any assets
which are not clearly allocable to a particular Portfolio or Portfolios are
allocated in the manner determined by the Board of Directors. Accrued
liabilities which are not clearly allocable to one or more Portfolios would
generally be allocated among the Portfolios in proportion to their relative net
assets before adjustment for such unallocated liability. In the unlikely event
that any Portfolio incurred liabilities in excess of its assets, the other
Portfolios could be held liable for such excess.
Metropolitan Life provided the initial capital for the Fund by purchasing for
its general account $10,000,000 worth of shares of each of the Growth
Portfolio, Income Portfolio and Money Market Portfolio on May 16, 1983,
$7,000,000 worth of shares of the Diversified Portfolio on July 31, 1986,
$3,000,000 worth of shares of the Aggressive Growth Portfolio on April 29,
1988, $5,000,000 worth of shares of the Stock Index Portfolio on May 1, 1990
and $10,000,000 worth of shares of the International Stock Portfolio on May 1,
1991. Metropolitan Life has withdrawn portions of such investment from time to
time, but has agreed not to make any redemption request if it would reduce the
Fund's net worth below $100,000. Metropolitan Life paid all of the
organizational expenses of the Fund and will not be reimbursed by the Fund.
Owners of Contracts supported by separate accounts registered as unit
investment trusts under the Investment Company Act of 1940 have certain voting
interests in respect of Fund shares. See the prospectus for the Contracts or
other material which is attached at the front of this Prospectus for a
description of the rights granted such Contract owners to instruct voting of
Fund shares. The Fund has been advised that shares held by Metropolitan Life in
its general account and in a separate account not registered as a unit
investment trust will be voted in the same proportion as the shares held by the
Insurance Companies in their separate accounts registered as unit investment
trusts. As of March 31, 1996, Metropolitan Life owned in its general account
and in the separate account not registered as a unit investment trust
approximately 3.83%, 3.66%, 3.86%, 29.82%, 4.80%, 2.78% and 3.83%,
respectively, of the outstanding shares of the Growth Portfolio, Income
Portfolio, Diversified Portfolio, Money Market Portfolio, Aggressive Growth
Portfolio, Stock Index Portfolio and International Stock Portfolio.
The Fund's Transfer and Dividend Paying Agent is State Street Bank and Trust
Company, 225 Franklin Street, Boston, Massachusetts 02110. State Street
Research is not affiliated with State Street Bank and Trust Company.
DIVIDENDS, DISTRIBUTIONS AND TAXES
................................................................................
The Fund intends to qualify as a "regulated investment company" under certain
provisions of the Internal Revenue Code (the "Code"). Under such provisions,
the Fund will not be subject to federal income tax on such part of its net
ordinary income and net realized capital gains which it distributes to
shareholders.
It is the Fund's intention to distribute substantially all the net investment
income, if any, of each Portfolio. The Fund must distribute by the end of each
calendar year substantially all the ordinary income and capital gains of each
Portfolio to avoid the imposition of an excise tax on certain undistributed
amounts (see "Taxes" in the Statement of Additional Information). For dividend
purposes, net investment income of each Portfolio will consist of all payments
of dividends or interest received by such Portfolio (plus or minus any
amortized purchase discount or premium, less the estimated expenses of such
Portfolio). Dividends from investment income of the Portfolios are expected to
be declared annually and reinvested in additional full and fractional shares of
the Portfolio. However, the Board of Directors may decide to declare dividends
at other intervals.
All net realized long or short-term capital gains of the Fund, if any, are
declared and distributed at least annually either during or after the close of
the Fund's fiscal year to the shareholders of the Portfolio or Portfolios to
which such gains are attributable and are reinvested in additional full and
fractional shares of the Portfolio.
For a discussion of the impact on Contract owners of income taxes the
Insurance Companies may owe as a result of (a) their ownership of Fund shares,
(b) their receipt of dividends and distributions thereon, and (c) their gains
from the purchase and sale thereof, reference should be made to the prospectus
or other material for the Contracts attached at the front of this Prospectus.
SALE AND REDEMPTION OF SHARES
................................................................................
Metropolitan Life is the principal underwriter and distributor of the Fund's
shares. Metropolitan Life is also the principal underwriter and distributor of
the Contracts.
The Insurance Companies place orders for the purchase or redemption of shares
of each Portfolio, based on, among other things, the amount of net Contract
premiums or purchase payments transferred to the separate accounts, transfers
to or from a separate account investment division, policy loans, loan
repayments, and benefit payments to be effected on a
PROSPECTUS 18
<PAGE>
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>
STATEMENT OF ADDITIONAL INFORMATION
for
METROPOLITAN SERIES FUND, INC.
Metropolitan Series Fund, Inc., is an investment company designed to meet a
wide range of investment objectives with its separate Portfolios. The seven
Portfolios currently available are: Growth Portfolio, Income Portfolio, Money
Market Portfolio, Diversified Portfolio, Aggressive Growth Portfolio, Stock
Index Portfolio and International Stock Portfolio.
This Statement of Additional Information is not a prospectus. It should be
read in conjunction with the Prospectus dated May 1, 1996. A copy of the
Prospectus may be obtained from Metropolitan Life Insurance Company, One
Madison Avenue, New York, New York 10010, telephone number (212) 578-7914.
The date of this Statement of Additional Information is May 1, 1996.
One Madison Avenue, New York, New York 10010_______Telephone (212) 578-2674
18000100038 (0596)
96041AT1 (exp 0597) MLIC-LD
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Investment Practices and Policies....................................... B- 3
Money Market Instruments............................................... B- 3
Mortgage-Related Securities............................................ B- 5
High Yield Securities.................................................. B- 6
Debt Instrument Ratings................................................ B- 7
Certain Investment Limitations......................................... B- 8
Insurance Law Restrictions............................................. B- 9
Certain Investment Practices........................................... B- 9
Lending of Portfolio Securities....................................... B- 9
Options and Futures................................................... B-10
Forward Foreign Currency Exchange Contracts........................... B-15
Industry Classifications.............................................. B-16
Directors and Officers.................................................. B-17
Investment Management Arrangements...................................... B-18
Investment Management Agreements and Sub-Investment Management Agree-
ments................................................................. B-18
Payment of Expenses.................................................... B-19
Allocation of Portfolio Brokerage...................................... B-20
Sale and Redemption of Shares........................................... B-21
Taxes................................................................... B-23
General Information..................................................... B-24
Experts................................................................ B-24
Custodian and Transfer Agent........................................... B-24
Financial Statements.................................................... B-25
</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. 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
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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."
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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<PAGE>
Portfolio from time to time may lend some of its securities to brokers,
dealers and financial institutions and receive as collateral cash or United
States Treasury securities which at all times while the loan is outstanding
will be maintained by the borrower in amounts equal to at least 100% of the
current market value of the loaned securities. Any cash collateral will be
invested in short-term high-grade securities, which can increase the current
income of the Portfolio lending its securities, since the Portfolio continues
to receive interest and dividends on the loaned securities during the period
of the loan. Any gain or loss in the market value of loaned securities or
securities in which cash collateral is invested during the term of the loan
would also inure to the Portfolio.
Loans of portfolio securities will not have terms longer than 30 days and
will be terminable at any time. The Portfolio will have the right to retain
record ownership of loaned securities to exercise beneficial rights such as
voting rights, subscription rights and rights to dividends, interest or other
distributions. The Fund may pay reasonable finders, administrative and
custodial fees to persons unaffiliated with the Fund for services in
connection with such loans.
The dividends, interest, and other distributions received by a Portfolio on
loaned securities may, for tax purposes, be treated as income other than
qualified income for the 90% test discussed under "Taxes" below. The Fund
intends to lend portfolio securities only to the extent that such activity
does not jeopardize the Fund's qualification as a regulated investment company
under the Internal Revenue Code (the "Code").
If the borrower fails to maintain the requisite amount of collateral, the
loan automatically terminates, and the Fund could use the collateral to
replace the securities, while holding the borrower liable for any excess of
the replacement cost over the amount of collateral. As with any extension of
credit, there are risks of delay in recovery, and in some cases even loss of
rights in the collateral, should the borrower of the securities fail
financially. However, loans of portfolio securities will be made only to firms
deemed to be creditworthy and only when the economic benefit to the Fund is
believed to justify the attendant risks. On termination of a loan, the
borrower is required to return the loaned securities to the Fund.
OPTIONS AND FUTURES:
Options on Portfolio Securities and Currencies: Subject to the restrictions
contained in fundamental investment policies numbers 1, 2 and 3 in the
Prospectus, all the Portfolios may write (sell) covered call options and may
purchase put and call options with respect to securities in their portfolio.
In addition, the International Stock Portfolio may write covered put options
on securities or currencies. The other Portfolios may write put options only
to the extent necessary to close out option positions previously entered into.
At the present time, the Money Market Portfolio and the Stock Index Portfolio
do not intend to write or purchase such options.
A call option gives the purchaser of such option, in exchange for the option
premium, the right to buy (and obligates the writer to sell) the underlying
security or currency at the price specified in the option (the "exercise
price") at any time until the option expires, generally within three to nine
months. The exercise price, plus the option premium paid, will always be
greater than the market price of the underlying security or currency at the
time the option is written. A put option gives the purchaser of such option,
in exchange for the option premium, the right to sell (and obligates the
writer to purchase) the underlying security or currency at the exercise price
at any time before the option expires.
If a covered call or put option written by a Portfolio expires unexercised,
the Portfolio will realize as income, in the form of a short-term capital
gain, the premium it received for the sale of the option, less the brokerage
commission it paid i.e., the "net premium." If a call option written by a
Portfolio is exercised, a decision over which the Portfolio has no control,
the Portfolio must sell the underlying security or currency to the option
holder at the exercise price. By writing a covered call option, the Portfolio
foregoes, in exchange for the net premium, the opportunity to profit from any
increase in the value of the underlying security or currency above the
exercise price plus the premium paid. Therefore, call options may be written
when Metropolitan Life, State Street Research or GFM believe that the security
or currency should be held, but no increase in price or only a moderate
increase within the option period is expected.
By writing a covered put option, the International Stock Portfolio receives
premium income but obligates itself to purchase from the option holder, at the
price specified in the option, the particular security or currency underlying
the option at any time prior to the expiration of the option period,
regardless of the market value of the security or currency during the option
period. Therefore, put options will be written when GFM believes that the
security's or currency's price will rise during the exercise period and,
consequently, the option will not be exercised.
If an option purchased by a Portfolio expires unexercised, the Portfolio
will experience a loss in the amount of the premium paid for the option. The
Portfolio
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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>
INDUSTRY CLASSIFICATIONS
In determining how much of each of the Growth, Income, Diversified and
Aggressive Growth Portfolios are invested in a given industry, the industry
classifications set forth below, grouped by sectors, are currently used.
Companies engaged in the business of financing will be classified according to
the industries of their parent companies or industries that otherwise most
affect such financing companies. Issuers of asset-backed pools will be
classified as separate industries based on the nature of the underlying
assets, such as mortgages, credit card receivables, etc.
<TABLE>
<S> <C> <C>
BASIC INDUSTRIES CONSUMER STAPLE SCIENCE & TECHNOLOGY
- ---------------- --------------- --------------------
Chemical Business Service Aerospace
Diversified Container Computer Software & Service
Electrical Equipment Drug Electronic Components
Forest Products Food & Beverage Electronic Equipment
Machinery Hospital Supply Office Equipment
Metal & Mining Personal Care
Railroad Printing & Publishing
Truckers Tobacco
UTILITY ENERGY CONSUMER CYCLICAL
- ------- ------ -----------------
Electric Oil Refining and Marketing Airline
Gas Oil Production Automotive
Gas Transmission Oil Service Building
Telephone Hotel & Restaurant
Photography
Recreation
OTHER FINANCE Retail Trade
- ----- ------- Textile & Apparel
Trust Certificates--
Government Related Lending Bank
Asset-backed--Mortgages Financial Service
Asset-backed--Credit Card Insurance
Receivables
</TABLE>
In determining how much of the International Stock Portfolio is invested in
a given industry, the industry classifications set forth below, grouped by
sectors, are currently stock used.
<TABLE>
<S> <C> <C>
ENERGY RESOURCES MATERIALS CAPITAL EQUIPMENT
- ---------------- --------- -----------------
Energy Resources (includes all oils) Building Materials and Components Aerospace and Military Technology
Utilities Electrical, Gas, Water Chemicals Construction and Housing
Forest Products and Paper Data Processing and
CONSUMER GOODS Metals--Non ferrous Reproduction
- -------------- Metals--Steel Electrical and Electronics
Appliances and Household Durables Misc. Materials and Commodities Electrical Components and
Automobiles Instruments
Beverages and Tobacco SERVICES Energy Equipment and
Food and Household Products -------- Services
Health and Personal Care Broadcasting and Publishing Industrial Components
Recreation, Other Consumer Goods Business and Public Services Machinery and Engineering
Textiles and Apparel Leisure and Tourism
Merchandising
MULTI-INDUSTRY Telecommunications
- -------------- Transportation--Airlines FINANCE
Multi-Industry Transportation--Road and Rail -------
Transportation--Shipping Banking
MINING Wholesale and International Trade Financial Services
- ------ Insurance
Gold Mines Real Estate
Collective Investment Programs
</TABLE>
B-17
<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 (58)+............ Director Retired, formerly Senior Vice-
The Pennsylvania State University President Finance and Operations and
208 Old Main Treasurer, The Pennsylvania State
University Park, PA 16802 University
Jeffrey J. Hodgman (52)(*)+...... Chairman of the Board, Senior Vice-President, Metropolitan
President, Life Insurance Company
Chief Executive ("Metropolitan Life")
Officer and Director
Malcolm T. Hopkins (68)+......... Director Former Vice-Chairman of the Board
14 Brookside Road and Chief Financial Officer, St.
Biltmore Forest Regis Corp. (forest and paper
Asheville, NC 28803 products)
Robert A. Lawrence (69)+......... Director Partner, Saltonstall & Co. (private
50 Congress Street investment firm)
Boston, MA 02109
Dean O. Morton (64)+............. Director Retired, formerly Executive Vice-
3200 Hillview Avenue President, Chief Operating Officer
Palo Alto, CA 94304 and Director, Hewlett--Packard
Company
Michael S. Scott Morton (58)+.... Director Jay W. Forrester Professor of
Massachusetts Institute of Management at Sloan School of
Technology ("MIT") Management, MIT
77 Massachusetts Avenue
Cambridge, MA 02139
John H. Tweedie (50)(*)+......... Director Executive Vice-President,
Metropolitan Life since 1993;
President and Chief Executive
Officer of Metropolitan Life's
Canadian Operations 1990-1993; prior
thereto, Senior Vice-President and
Chief Actuary
Ronald Zito (37)+................ Controller Director-Accounting and Financial
Controls-Pensions, Metropolitan Life
since 1995; Director-Retirement
Savings Center, 1993-1994; prior
thereto, Manager
Christopher P. Nicholas (47)+.... Vice-President and Associate General Counsel,
Assistant Secretary Metropolitan Life since 1990; prior
thereto, Assistant General Counsel.
Joseph M. Panetta (60) (*)....... Treasurer Vice-President, Metropolitan Life
Albert Rosenthal (64)+........... Vice-President and Assistant Vice-President,
Chief Operating Officer Metropolitan Life since 1993;
Director-Personal Insurance,
Advanced Markets, 1991-1993; prior
thereto, Manager
Lawrence A. Vranka (56)(*)....... Vice-President Vice-President, Metropolitan Life
since 1991; prior thereto Assistant
Vice-President, 1988-1991; prior
thereto Executive Assistant
Patricia S. Worthington (39)+.... Secretary Associate Counsel, Metropolitan Life
since 1992; prior thereto, Attorney
</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 or distribution
relationship with the Investment Manager or its affiliates: State Street
Research Financial Trust, State Street Research Income Trust, State Street
Research Money Market Trust, State Street Research Tax-Exempt Trust, State
Street Research Capital Trust, State Street Research Master Investment Trust,
State Street Research Equity Trust, State Street Research Securities Trust,
State Street Research Growth Trust, State Street Research Exchange Trust and
State Street Research Portfolios, Inc.
B-18
<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................ $16,500 0 0 $22,500
Malcolm T. Hopkins............. $16,500 0 0 $22,500
Robert A. Lawrence............. $16,500 0 0 $91,685
Dean O. Morton................. $16,500 0 0 $103,085
Michael S. Scott Morton........ $14,000 0 0 $109,035
John H. Tweedie................ 0 0 0 0
</TABLE>
- -------
(a) Complex is comprised of 10 trusts and two corporations with a total of 30
funds and/or series.
(b) Directors and officers who are affiliated with Metropolitan Life or State
Street Research or their affiliates ("interested persons" as defined under
the Investment Company Act of 1940) do not receive any compensation for
services rendered to the Fund in addition to their compensation for services
rendered to Metropolitan Life or such affiliated companies. As of January 1,
1996, the Directors who are not affiliated with Metropolitan Life or State
Street Research or their affiliates are paid a fee of $10,000 for each full
calendar year during which services are rendered to the Fund. In addition,
they are paid a fee of $2,500 for attending each of the directors' meetings,
$500 for attending each audit committee meeting and are reimbursed for out-
of-pocket expenses. Messrs. Garban and Hopkins also are paid $1,500 for
attending each contract committee meeting. The chairman of the audit
committee receives a fee of $1,500 for each full calendar year during which
he/she serves as chairman.
- -------
A separate charge is not made against the Fund for any compensation paid to
officers and directors that are interested persons of the Fund. Such
compensation is being paid by Metropolitan Life pursuant to the Investment
Management Agreements between the Fund and Metropolitan Life discussed below.
None of the above officers and directors of the Fund owns any stock of the
Fund.
INVESTMENT MANAGEMENT ARRANGEMENTS
...............................................................................
INVESTMENT MANAGEMENT AGREEMENTS AND SUB-INVESTMENT MANAGEMENT AGREEMENTS
The Fund has entered into a separate Investment Management Agreement with
Metropolitan Life with respect to each Portfolio, a separate Sub-Investment
Management Agreement with Metropolitan Life and State Street Research with
respect to each of the Growth, Income, Diversified, and Aggressive Growth
Portfolios and a separate Sub-Investment Management Agreement with
Metropolitan Life and GFM with respect to the International Stock Portfolio.
In addition to the other functions described in the Prospectus, Metropolitan
Life, State Street Research and GFM provide the portfolio managers for the
Portfolios. The portfolio managers consider analyses from various sources,
make the necessary investment decisions and effect transactions accordingly.
Metropolitan Life, State Street Research and GFM are obligated to provide all
the office space, facilities, equipment and personnel necessary to perform
their respective duties under the Agreements. As the Fund's investment manager
and sub-investment managers, Metropolitan Life, State Street Research and GFM
utilize the full range of their securities and economic research facilities.
Securities held by any Portfolio may also be held by other accounts managed
by Metropolitan Life, by State Street Research and by GFM, including
Metropolitan Life's own general and separate accounts, the other Fund
Portfolios, Metropolitan Life's advisory clients and the advisory clients of
State Street Research and GFM. When selecting securities for purchase or sale
for a Portfolio, Metropolitan Life, State Street Research or GFM may at the
same time be purchasing or selling the same securities for one or more of such
other accounts. It is the policy of Metropolitan Life, State Street Research
and GFM not to favor any one account over the other, and any purchase or sale
orders executed contemporaneously are allocated at the average price and as
nearly as practicable on a pro-rata basis in proportion to the amounts desired
to be purchased or sold by each account. While it is conceivable that in
certain instances this procedure could adversely affect the price or number of
shares involved in the Portfolio's transaction, it is believed that the
procedure generally contributes to better overall execution of the Fund's
portfolio transactions. The Board of Directors has adopted guidelines
governing the procedure and will monitor the procedure to determine that the
guidelines are being followed and that the procedure continues to be in the
best interests of the Fund and its shareholders.
B-19
<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 1993, 1994 and
1995 Metropolitan Life received, in the aggregate, $5,883,880, $11,024,956 and
$14,648,069, respectively, for providing such investment management services.
For providing sub-investment management services with respect to the Growth
Portfolio, and the Diversified Portfolio, State Street Research receives from
Metropolitan Life an annual percentage fee, calculated on the month ending
value of the aggregate net assets of the particular Portfolio, of 1/2 of 1%
for the first $5 million of Portfolio assets, 3/8 of 1% for the next $5
million of assets, 1/4 of 1% for the next $190 million of assets and 1/5 of 1%
for assets above $200 million. For such services to the Income Portfolio,
State Street Research receives from Metropolitan Life an annual percentage
fee, calculated on the month ending value of the aggregate net assets of the
Income Portfolio, of 1/4 of 1% for the first $25 million of Portfolio assets,
3/16 of 1% for the second $25 million of assets and 1/8 of 1% for assets above
$50 million. For providing sub-investment management services for the
Aggressive Growth Portfolio, State Street Research receives from Metropolitan
Life an annual percentage fee, calculated on the month ending value of the
aggregate net assets of the Aggressive Growth Portfolio, of 3/4 of 1%. During
1993, 1994 and 1995, sub-investment management fees for the Growth, Income,
Diversified, and Aggressive Growth Portfolios aggregated $4,527,470,
$7,652,865 and $10,412,735, respectively. For providing sub-investment
management services for the International Stock Portfolio, GFM receives from
Metropolitan Life an annual percentage fee, calculated on the month ending
value of the aggregate net assets of the International Stock Portfolio, of
.60%. The Fund has no responsibility for the payment of fees to State Street
Research or to GFM. During 1993, 1994 and 1995, sub-investment management fees
for the International Stock Portfolio aggregated $331,866, $1,389,924 and
$1,634,069, respectively.
The Investment Management Agreements relating to the Growth, Income,
Diversified and Money Market Portfolios and the Sub-Investment Management
Agreements relating to the Growth, Income and Diversified Portfolios were
approved by the shareholders of the appropriate Portfolio at the annual
meeting of Fund shareholders held on April 29, 1987. The Investment Management
Agreement and the Sub-Investment Management Agreement relating to the
Aggressive Growth Portfolio was approved by the holders of the shares of the
Aggressive Growth Portfolio at a special meeting of the shareholders of such
Portfolio held on November 29, 1988. The Investment Management Agreement
relating to the Stock Index Portfolio was approved by the holders of the
shares of that Portfolio at a special meeting of the shareholders of such
Portfolio held on April 2, 1991. The Investment Management Agreement and the
Sub-Investment Management Agreement relating to the International Stock
Portfolio were approved by the holders of the shares of that Portfolio at a
special meeting of the shareholders of such Portfolio held on June 11, 1992.
Unless earlier terminated, each Agreement will continue in effect from year to
year with respect to each Portfolio, if approved annually (a) by the Board of
Directors of the Fund or by a majority of the outstanding shares of that
Portfolio (as determined pursuant to the 1940 Act), and (b) by a majority of
the Board of Directors who are not "interested persons" (within the meaning of
the 1940 Act) of any party of such Agreement. The Agreements are not
assignable and may be terminated without penalty on 60 days' written notice at
the option of either party or, with respect to any Portfolio, by the requisite
vote of the shareholders of that Portfolio. (See "General Information About
the Fund and its Shares" in the Prospectus.)
PAYMENT OF EXPENSES
The Investment Management Agreements obligate Metropolitan Life to provide
investment management services to the Fund and to pay the organization costs
of the Fund. Prior to May 16, 1993, pursuant to those Agreements, Metropolitan
Life was also obligated to pay all expenses of the Fund, including but not
limited to, furnishing the facilities, equipment and office space for carrying
out its obligations under the Investment Management Agreements and paying the
compensation of officers of the Fund, the fees and expenses of all directors
of the Fund, custodian and transfer agent fees, and audit and attorney's fees;
provided, however, the following expenses of the Fund were borne by the Fund:
the investment management fee payable to Metropolitan Life, brokerage
commissions on portfolio transactions (including any other direct costs
related to the acquisition, disposition, lending or borrowing of portfolio
investments), taxes payable by the Fund, interest and any other costs related
to borrowings by the Fund, and any extraordinary or non-recurring expenses
(such as legal claims and liabilities and litigation costs and any
indemnification related thereto). Certain other expenses are assumed by
Metropolitan Life pursuant to a distribution agreement with the Fund (see
"Sale and Redemption of Shares").
B-20
<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.
State Street Research's policy is to seek for its clients, including the
Growth, Income, Diversified and Aggressive Growth Portfolios, what in its
judgment will be the best overall execution of purchase or sale orders and the
most favorable net prices in securities transactions consistent with its
judgment as to the business qualifications of the various broker or dealer
firms with whom State Street Research may do business, and it may not
necessarily choose the broker offering the lowest available commission rate.
Decisions with respect to the market where the transaction is to be completed,
to the form of transaction (whether principal or agency), and to the
allocation of orders among brokers or dealers are made in accordance with this
policy. In selecting brokers or dealers to effect portfolio transactions,
consideration is given to their proven integrity and financial responsibility,
their demonstrated execution experience and capabilities both generally and
with respect to particular markets or securities, the competitiveness of their
commission rates in agency transactions (and their net prices in principal
transactions), their willingness to commit capital, and their clearance and
settlement capability. State Street Research makes every effort to keep
informed of commission rate structures and prevalent bid/ask spread
characteristics of the markets and securities in which transactions for the
Portfolios occur. Against this background, State Street Research evaluates the
reasonableness of a commission or a net price with respect to a particular
transaction by considering such factors as difficulty of execution or security
positioning by the executing firm. State Street Research may or may not
solicit competitive bids based on its judgment of the expected benefit or harm
to the execution process for that transaction.
When it appears that a number of firms could satisfy the required standards
in respect of a particular transaction, consideration may also be given to
services other than execution services which certain of such firms have
provided in the past or may provide in the future. Negotiated commission rates
and prices, however, are based upon State Street Research's judgment of the
rate which reflects the execution requirements of the transaction without
regard to whether the broker provides services in addition to execution. Among
such other services are the supplying of supplemental investment research;
general economic, political and
B-21
<PAGE>
business information; analytical and statistical data; relevant market
information, quotation equipment and services; reports and information about
specific companies, industries and securities; purchase and sale
recommendations for stocks and bonds; portfolio strategy services; historical
statistical information; market data services providing information on specific
issues and prices; financial publications; proxy voting data and analysis
services; technical analysis of various aspects of the securities markets,
including technical charts; computer hardware used for brokerage and research
purposes; computer software and databases, including those used for portfolio
analysis and modelling; and portfolio evaluation services and relative
performance of accounts.
Certain nonexecution services provided by broker-dealers may in turn be
obtained by the broker-dealers from third parties who are paid for such
services by the broker-dealers. State Street Research has an investment of less
than ten percent of the outstanding equity of one such third party which
provides portfolio analysis and modelling and other research and investment
decision-making services integrated into a trading system developed and
licensed by the third party to others. State Street Research could be said to
benefit indirectly if in the future it allocates brokerage to a broker-dealer
who in turn pays this third party for services to be provided to State Street
Research.
State Street Research regularly reviews and evaluates the services furnished
by broker-dealers. Some services may be used for research and investment
decision-making purposes, and also for marketing or administrative purposes.
Under these circumstances, State Street Research allocates the cost of such
services to determine the appropriate proportion of the cost which is allocable
to purposes other than research or investment decision-making and is therefore
paid directly by State Street Research. Some research and execution services
may benefit State Street Research's clients as a whole, while others may
benefit a specific segment of clients. Not all such services will necessarily
be used exclusively in connection with the accounts which pay the commissions
to the broker-dealer producing the services.
State Street Research has no fixed agreements or understandings with any
broker-dealer as to the amount of brokerage business which that firm may expect
to receive for services supplied to State Street Research or otherwise. There
may be, however, understandings with certain firms that in order for such firms
to be able to continuously supply certain services, they need to receive
allocation of a specified amount of brokerage business. These understandings
are honored to the extent possible in accordance with the policies set forth
above.
It is not State Street Research's policy to intentionally pay a firm a
brokerage commission higher than that which another firm would charge for
handling the same transaction in a recognition of services (other than
execution services) provided. However, State Street Research is aware that this
is an area where differences of opinion as to fact and circumstances may exist,
and in such circumstances, if any, relies on the provisions of Section 28(e) of
the Securities Exchange Act of 1934, to the extent applicable.
In the case of the purchase of fixed income securities in underwriting
transactions, State Street Research follows any instructions received from its
clients as to the allocation of new issue discounts, selling concessions and
designations to brokers or dealers which provide the client with research,
performance evaluation, master trustee and other services. In the absence of
instructions from the client, State Street Research may make such allocations
to broker-dealers which have provided it with research and brokerage services.
When more than one client of State Street Research is seeking to buy or sell
the same security, the sale or purchase is carried out in a manner which is
considered fair and equitable to all accounts. In allocating investments among
various clients (including in what sequence orders for trades are placed),
State Street Research will use its best business judgment and will take into
account such factors as the investment objectives of the clients, the amount of
investment funds available to each, the amount already committed for each
client to a specific investment and the relative risks of the investments, all
in order to provide on balance a fair and equitable result to each client over
time. Although sharing in large transactions may sometimes affect price or
volume of shares acquired or sold, overall it is believed there may be an
advantage in execution. State Street Research may follow the practice of
grouping orders of various clients for execution to get the benefit of lower
prices or commission rates. In certain cases where the aggregate order may be
executed in a series of transactions at various prices, the transactions are
allocated as to amount and price in a manner considered equitable to each so
that each receives, to the extent practicable, the average price of such
transactions. Exceptions may be made based on such factors as the size of the
account and the size of the trade. For example, State Street Research may not
aggregate trades where it believes that it is in the best interests of clients
not to do so, including situations where aggregation might result in a large
number of small transactions with consequent increased custodial and other
transactional costs which may disproportionately impact smaller accounts. Such
disaggregation, depending on the circumstances, may
B-22
<PAGE>
or may not result in such accounts receiving more or less favorable execution
relative to other clients.
In selecting brokers or dealers to effect portfolio transactions for the
International Stock Portfolio, GFM seeks the best available combination of
execution and over-all price (which includes the cost of the transaction). GFM
will utilize brokers which provide it solely with brokerage services, as well
as brokers which provide GFM with such research services as economic, political
and social trend analysis and reports on the equity and credit markets and
analyses of industries and individual companies. GFM is authorized, pursuant to
the Sub-Investment Management Agreement with respect to the International Stock
Portfolio, to cause the Fund on behalf of the International Stock Portfolio to
pay to the brokers that furnish brokerage and research services (as such
services are defined under Section 28(e) of the 1934 Act) a brokerage
commission in excess of that which another broker might have charged for
effecting the same transaction, in recognition of the value of research
services provided by the broker. However, such higher commissions must be
deemed by GFM as reasonable in relation to the brokerage and research services
provided by the broker-dealer, viewed in terms of either that particular
transaction or the overall decision-making responsibilities of GFM with respect
to the Fund or other accounts, if any, as to which it exercises investment
discretion (as such term is defined under Section 3(a)(35) of the 1934 Act).
In all transactions, GFM seeks on behalf of the International Stock Portfolio
brokerage commissions at least as reasonable as those generally secured by
those advisers that generate annually comparable amounts of commissions paid to
brokers that provide brokerage and research services to those advisers.
Research services rendered to GFM by brokers selected to execute transactions
for the International Stock Portfolio may be used in providing service to all
of GFM's clients. Also all research services may not be utilized by GFM in
connection with the client accounts which paid commissions to the broker
providing such services.
On the basis of the best service provided for the benefit of the
International Stock Portfolio in terms of execution capability, execution cost,
and research, GFM will allocate business proportionally among a number of
brokers and will regularly review such allocations.
The total dollar amounts of brokerage commissions paid by the Fund in 1993,
1994 and 1995 were $2,805,521, $4,567,000 and $6,329,000. Substantially all
commissions were paid to firms which provided research and statistical services
either to Metropolitan Life, State Street Research or GFM.
SALE AND REDEMPTION OF SHARES
The shares of each Portfolio, when issued, will be fully paid and non-
assessable, will have no preference, pre-emptive, conversion, exchange or
similar rights, and will be freely transferable. Shares do not have cumulative
voting rights.
Under the terms of the Distribution Agreement entered into by Metropolitan
Life and the Fund, Metropolitan Life is not obligated to sell any specific
number of shares of the Fund. Further, under such agreement, Metropolitan Life
will pay the distribution expenses and costs of the Fund (that is, those
arising from any activity which is primarily intended to result in the sale of
shares issued by the Fund).
As of May 16, 1993, pursuant to an amendment to the Distribution Agreement,
Metropolitan Life is no longer be obligated to pay the expenses and costs
attributable to the Fund which are related to the printing and mailing of its
prospectuses, proxy material and periodic reports to shareholders. The
amendment was approved by the Board of Directors at a meeting held on April 28,
1993. Thus, as of May 16, 1993, such expenses are paid by the Fund.
Redemptions are normally made in cash, but the Fund has authority, at its
discretion, to make full or partial payment by assignment to the appropriate
separate account of portfolio securities at their value used in determining the
redemption price. The Fund, nevertheless, pursuant to Rule 18f-1 under the 1940
Act, has filed a notification of election on Form N-18f-1, by which the Fund
has committed itself to pay to any separate account in cash, all such separate
account's requests for redemption made during any 90-day period, up to the
lesser of $250,000 or 1% of the applicable Portfolio's net asset value at the
beginning of such period. The securities to be paid in-kind to any separate
account will be selected in such manner as the Board of Directors deems fair
and equitable. In such cases, the separate account would incur brokerage costs
should it wish to liquidate these portfolio securities.
The right to redeem shares or to receive payment with respect to any
redemption of shares of any Portfolio may only be suspended (a) for any period
during which trading on the New York Stock Exchange is restricted or such
Exchange is closed (other than customary weekend and holiday closing), (b) for
any period during which an emergency exists as a result of which disposal of
portfolio securities or determination of the net asset value of that Portfolio
is not reasonably practicable or (c) for such other periods as the Securities
and Exchange Commission may by order permit for the protection of shareholders
of that Portfolio.
B-23
<PAGE>
If, in the sole determination of the Board of Directors, the continued
offering of shares in any one or more Portfolios is no longer in the best
interests of the Fund (e.g., because market conditions have changed,
regulatory problems have developed or participation in such Portfolio is low),
the Fund may cease offering such shares and may, by majority vote of the Board
of Directors, require the redemption (at net asset value) of all outstanding
shares in such Portfolio or Portfolios upon 30 days' prior written notice to
the holders of such shares.
In the future, assuming appropriate regulatory clearances, it may be
possible that shares of the Fund will be offered for purchase by separate
accounts of life insurance companies not affiliated with Metropolitan Life,
which separate accounts are used to support insurance contracts issued by such
companies.
The net asset value per share of each Portfolio is computed by dividing the
sum of the value of the securities held by that Portfolio plus any cash or
other assets minus all liabilities by the total number of outstanding shares
of that Portfolio at such time. Any expenses borne by the Fund, including the
investment management fee payable to Metropolitan Life, are accrued daily
except for extraordinary or non-recurring expenses. (See "Payment of
Expenses.")
Securities held by each Portfolio will be valued as follows. Portfolio
securities which are traded on domestic stock exchanges are valued at the last
sale price as of the close of business on the day the securities are being
valued, or, lacking any sales, at the mean between closing bid and asked
prices. Each portfolio security which is primarily traded on non-domestic
securities exchanges is generally valued at the preceding closing value of
such security on the exchange where it is primarily traded. A security that is
listed or traded on more than one exchange is valued at the quotation on the
exchange determined to be the primary market for such security by the Board of
Directors or its delegates. If no closing price is available, then such
security is valued first by using the mean between the last current bid and
asked prices or, second, by using the last available closing price. Domestic
securities traded in the over-the-counter market are valued at the mean
between the bid and asked prices or yield equivalent as obtained from two or
more dealers which make markets in the securities. All non-U.S. securities
traded in the over-the-counter securities market are valued at the last sale
quote, if market quotations are available, or the last closing bid price, if
there is no active trading in a particular security for a given day. Where
market quotations are not readily available for such non-domestic over-the-
counter securities, then such securities will be valued in good faith by a
method that the Board of Directors, or its delegates, believe accurately
reflects fair value. Portfolio securities which are traded both in the over-
the-counter market and on a stock exchange are valued according to the
broadest and most representative market, and it is expected that for debt
securities this ordinarily will be the over-the-counter market. Securities and
assets for which market quotations are not readily available, e.g. certain
long-term bonds and notes, are valued at fair value as determined in good
faith by or under the direction of the Board of Directors of the Fund,
including valuations furnished by a pricing service retained for this purpose
and typically utilized by other institutional-sized trading organizations.
Short-term instruments with a remaining maturity of sixty days or less are
valued utilizing the amortized cost method of valuation described below. If
for any reason the fair value of any security is not fairly reflected by such
method, such security will be valued by the same methods as securities having
a maturity of more than sixty days.
Options, whether on securities, indices, or futures contracts, are valued at
the last sales price available as of the close of business on the day of
valuation or, if no sale, at the mean between the bid and asked prices.
Options on currencies are valued at the spot price each day. As a general
matter, futures contracts are marked-to-market daily. The value of futures
contracts will be the sum of the margin deposit plus or minus the difference
between the value of the futures contract on each day the net asset value is
calculated and the value on the date the futures contract originated, value
being that established on a recognized commodity exchange, or by reference to
other customary sources, with gain or loss being recognized when the futures
contract closes or expires.
The Fund will value all debt instruments held by the Money Market Portfolio,
and has the authority to value all debt instruments with a remaining maturity
of not more than one year held by the short-term money market instruments
portion of the Diversified Portfolio, utilizing the amortized cost method of
valuation. However, at the present time, the Diversified Portfolio is not
using the amortized cost method for securities with a remaining maturity of
greater than 60 days. All other securities and assets of the Money Market and
Diversified Portfolios will be valued in accordance with the preceding
paragraphs.
Under the amortized cost method of valuation, the security is initially
valued at cost on the date of purchase (or in the case of short-term debt
securities purchased with more than 60 days remaining to maturity, the market
value on the 61st day prior to maturity), and thereafter a constant
proportionate amortization in value is assumed until maturity of any discount
or premium, regardless of
B-24
<PAGE>
the impact of fluctuating interest rates on the market value of the security.
For purposes of this method of valuation, the maturity of a variable rate
instrument is deemed to be the next date on which the interest rate is to be
adjusted.
The use of the amortized cost method of valuation can cause a Portfolio's
yield and net asset value to differ somewhat from what they would be if only
market valuation methods were used. However, the conditions outlined above are
designed to minimize these effects and any possible shareholder dilution which
might result.
TAXES
...............................................................................
All realized long or short-term capital gains of the Fund, if any, are
declared and distributed at least annually either during or after the close of
the Fund's fiscal year to the shareholders of the Portfolio or Portfolios to
which such gains are attributable and are reinvested in additional full and
fractional shares of the Portfolio.
Tax attributes of the Fund, such as capital loss carryforwards, in existence
for tax years beginning on and after January 1, 1987, shall be allocated among
the Portfolios as if they are separate corporations. Therefore, if a Portfolio
has a net capital loss for a taxable year, including any allocated net capital
loss carryforwards, such loss or losses will offset the net capital gains of
that Portfolio only. Furthermore, each Portfolio will stand alone for purposes
of determining that Portfolio's net ordinary income or loss.
Each individual Portfolio must qualify for treatment as a regulated
investment company. To so qualify, each Portfolio must, among other things,
derive at least 90% of its gross income from dividends, interest, payments
with respect to security loans, and gains from the sale or other disposition
of stock or securities or foreign currencies, or other income (including gains
from options, futures or forward contracts) derived with respect to each
Portfolio's business of investing in such stocks, securities or foreign
currencies. In addition, each Portfolio must derive less than 30% of its gross
income in each taxable year from gains from the sale or other disposition of
instruments held for less than three months.
Dividends paid by each Portfolio from its ordinary income, and distributions
of each Portfolio's net realized short-term capital gains, are taxable to the
shareholder as ordinary income. Generally, to the extent that income of a
Portfolio represents dividends on common or preferred stock of a domestic
corporation, rather than interest income, its distributions to the Insurance
Companies will be eligible for a dividend received deduction to the extent
applicable in the case of a life insurance company under the Code.
Under the Code, any distributions made from the Fund's net realized long-
term capital gains are taxable to the Insurance Companies as long-term capital
gains, regardless of the holding period of such shareholder in the stock of
the Portfolio. Long-term capital gain distributions are not eligible for the
dividends received deduction.
Dividends and capital gains distributions may also be subject to state and
local taxes.
In addition, a nondeductible excise tax applies to any regulated investment
company equal to 4% of the excess, if any, of the required distribution for
the calendar year over the amount actually distributed. The required
distribution basically is the sum of 98% of the regulated investment company's
ordinary income plus 98% of its capital gain net income. The Fund does not
anticipate that, under current law, any excise tax liability will generally be
incurred.
The Fund intends to comply with section 817(h) of the Code and the
regulations issued thereunder. Pursuant to that section, the only shareholders
of the Fund and its Portfolios will be life insurance company segregated asset
accounts (also referred to in the Prospectus as separate accounts) that fund
variable life insurance or annuity contracts ("variable insurance contracts")
and the general account of Metropolitan Life which provided the initial
capital for the Portfolios of the Fund. See the prospectus or other material
which is attached at the front of the Prospectus for the Contracts for
additional discussion of the taxation of segregated asset accounts and of the
owner of the particular Contract described therein.
In addition, section 817(h) of the Code and the regulations thereunder
impose certain diversification requirements on the segregated asset accounts
investing in the Portfolios of the Fund. These requirements, which are in
addition to the diversification requirements applicable to the Fund under the
Investment Company Act of 1940, may affect the securities in which the
Portfolios may invest. The consequences of failure to meet the requirements of
section 817(h) could have adverse tax consequences to the insurance company
offering the variable insurance contract and immediate taxation of the owner
of the contract to the extent of appreciation on the investment under the
contract.
There is a possibility that regulations may be proposed or a revenue ruling
may be issued in the future relating to the circumstances in which a contract
owner's
B-25
<PAGE>
control of the investments of a segregated asset account may cause the
contract owner, rather than the insurance company, to be treated as the owner
of the assets of a segregated asset account.
The Fund may therefore find it necessary to take action to assure that a
Contract continues to qualify as a Contract under federal tax laws. The Fund,
for example, may be required to alter the investment objectives of a Portfolio
or substitute the shares of one Portfolio for those of another. No such change
of investment objectives or substitution of securities will take place without
notice to the shareholders of the affected Portfolio and the approval of a
majority of such shareholders and without prior approval of the Securities and
Exchange Commission, to the extent legally required.
In connection with the operation of the International Stock Portfolio, there
are several unique tax considerations. The Portfolio may be subject to foreign
taxes that could reduce its investment performance. The use of currency
options, futures, and forward contracts will be monitored carefully to assure
compliance with the rule that the Portfolio must derive less than 30% of its
gross income in each taxable year from gains from the sale or other
disposition of instruments held for less than three months. Dividends of the
Portfolio paid with respect to dividends of non-United States companies will
not be eligible for the dividends received deduction.
The preceding is a brief summary of some of the relevant tax considerations.
It is not intended as a complete explanation or a substitute for careful tax
planning and consultation with individual tax advisers.
GENERAL INFORMATION
...............................................................................
EXPERTS
Deloitte & Touche LLP has been selected as the independent auditor of the
Fund, which selection is subject to annual approval by the Fund's Board of
Directors. The financial statements of the Fund included in this Statement of
Additional Information have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their report appearing herein, and are included in
reliance upon the report of such firm as experts in accounting and auditing.
CUSTODIAN AND TRANSFER AGENT
State Street Bank and Trust Company acts as custodian of the Fund's assets
and as its transfer agent. State Street Research is not affiliated with State
Street Bank and Trust Company.
B-26
<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,
1995, the related statements of operations for the year then ended, the
statements of changes in net assets for the years ended December 31, 1995 and
1994 and the financial highlights for the applicable periods ended December
31, 1995, 1994, 1993, 1992 and 1991. These financial statements and financial
highlights are the responsibility of the Fund's management. Our responsibility
is to express an opinion on these financial statements and financial
highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. Our procedures included confirmation of securities
owned at December 31, 1995 by correspondence with the custodian and brokers:
where replies were not received from brokers, we performed other auditing
procedures. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such financial statements and financial highlights present
fairly, in all material respects, the financial position of the Growth,
Income, Money Market, Diversified, Aggressive Growth, Stock Index, and
International Stock Portfolios of the Metropolitan Series Fund, Inc. at
December 31, 1995 and the results of their operations, the changes in their
net assets, and the financial highlights for the respective stated periods, in
conformity with generally accepted accounting principles.
/s/ Deloitte & Touche LLP
Denver, Colorado
February 23, 1996
B-27
<PAGE>
METROPOLITAN SERIES FUND, INC.
SCHEDULE OF INVESTMENTS
- --------------------------------------------------------------------------------
GROWTH PORTFOLIO
DECEMBER 31, 1995
<TABLE>
<CAPTION>
VALUE
SHARES ISSUE (NOTE 1A)
- ---------------------------------------------------------------------
<C> <S> <C>
COMMON STOCK: 98.3%
- ---------------------------------------------------------------------
AEROSPACE: 4.3%
358,000 Boeing Co. $ 28,058,250
398,200 Raytheon Co. 18,814,950
--------------
46,873,200
- ---------------------------------------------------------------------
AUTOMOTIVE: 0.8%
151,700 Chrysler Corp. 8,400,388
- ---------------------------------------------------------------------
BANKING: 4.3%
239,500 BankAmerica Corp. 15,507,625
308,600 Citicorp 20,753,350
255,300 Fleet Financial Group, Inc. 10,403,475
--------------
46,664,450
- ---------------------------------------------------------------------
BUILDING: 0.6%
149,200 *Owens-Corning Fiberglas Corp. 6,695,350
- ---------------------------------------------------------------------
BUSINESS SERVICES: 1.6%
258,800 First Data Corp. 17,307,250
- ---------------------------------------------------------------------
CHEMICAL: 5.7%
410,800 *Ciba Geigy AG 18,126,550
150,900 Du Pont (E.I.) de Nemours & Co. 10,544,138
154,600 Monsanto Co. 18,938,500
229,000 Rohm & Haas Co. 14,741,875
--------------
62,351,063
- ---------------------------------------------------------------------
COMPUTER SOFTWARE & SERVICE: 5.9%
316,600 *Cisco Systems, Inc. 23,646,063
224,200 General Motors Corp. Cl. E 11,658,400
281,900 *Microsoft Corp. 24,754,344
66,700 *Parametric Technology Corp. 4,427,213
--------------
64,486,020
- ---------------------------------------------------------------------
DRUG: 6.3%
278,920 Lilly (Eli) & Co. 15,689,250
474,500 Merck & Co., Inc. 31,198,375
350,600 Pfizer, Inc. 22,087,800
--------------
68,975,425
- ---------------------------------------------------------------------
ELECTRICAL EQUIPMENT: 1.6%
250,200 General Electric Co. 18,014,400
- ---------------------------------------------------------------------
ELECTRONICS: 5.5%
274,000 AMP, Inc. 10,514,750
726,170 *Ericsson (L.M.) Telephone Co. ADR Cl. B 14,160,315
238,600 General Motors Corp. Cl. H 11,721,225
</TABLE>
<TABLE>
<CAPTION>
VALUE
SHARES ISSUE (NOTE 1A)
- -------------------------------------------------------------
<C> <S> <C>
158,800 *Intel Corp. $ 9,021,825
279,100 Perkin-Elmer Corp. 10,536,025
261,700 *VLSI Techniology, Inc. 4,726,956
--------------
60,681,096
- -------------------------------------------------------------
FINANCIAL SERVICES: 4.6%
251,700 Federal Home Loan Mortgage Corp. 21,016,950
143,100 Federal National Mortgage Assoc. 17,762,288
179,700 Travelers Group, Inc. 11,298,638
--------------
50,077,876
- -------------------------------------------------------------
FOOD & BEVERAGE: 5.1%
250,200 Anheuser-Busch Co., Inc. 16,732,125
212,900 Campbell Soup Co. 12,774,000
201,600 Coca-Cola Co. 14,968,800
215,200 PepsiCo, Inc. 12,024,300
--------------
56,499,225
- -------------------------------------------------------------
HOSPITAL MANAGEMENT: 2.1%
105,500 *Columbia/HCA Healthcare Corp. 5,354,125
276,000 United Healthcare Corp. 18,078,000
--------------
23,432,125
- -------------------------------------------------------------
HOSPITAL SUPPLY: 4.2%
555,800 Abbott Laboratories 23,204,650
145,200 Johnson & Johnson 12,432,750
190,000 Medtronic, Inc. 10,616,250
--------------
46,253,650
- -------------------------------------------------------------
HOTEL & RESTAURANT: 2.1%
197,200 *Circus Circus Enterprises, Inc. 5,496,950
443,900 *Harrah's Entertainment, Inc. 10,764,575
194,000 *Mirage Resorts, Inc. 6,693,000
--------------
22,954,525
- -------------------------------------------------------------
INSURANCE: 2.9%
290,000 ACE Ltd. 11,527,500
252,000 *American Re Corp. 10,300,500
422,900 The Equitable Cos., Inc. 10,149,600
--------------
31,977,600
- -------------------------------------------------------------
MACHINERY: 4.4%
142,100 Caterpillar, Inc. 8,348,375
207,700 Fluor Corp. 13,708,200
274,600 Millipore Corp. 11,292,925
541,100 Pall Corp. 14,542,062
--------------
47,891,562
- -------------------------------------------------------------
METALS & MINING: 0.7%
133,700 Nucor Corp. 7,637,612
- -------------------------------------------------------------
</TABLE>
B-28
<PAGE>
METROPOLITAN SERIES FUND, INC.
SCHEDULE OF INVESTMENTS
- --------------------------------------------------------------------------------
GROWTH PORTFOLIO (CONTINUED)
DECEMBER 31, 1995
<TABLE>
<CAPTION>
VALUE
SHARES ISSUE (NOTE 1A)
- ------------------------------------------------------------------
<C> <S> <C>
COMMON STOCK: (CONTINUED)
- ------------------------------------------------------------------
OFFICE EQUIPMENT: 6.2%
200,100 *Digital Equipment Corp. $ 12,831,413
122,400 Hewlett-Packard Co. 10,251,000
265,600 International Business Machines Corp. 24,368,800
151,000 Xerox Corp. 20,687,000
--------------
68,138,213
- ------------------------------------------------------------------
OIL: 6.4%
242,200 Exxon Corp. 19,406,275
300,300 Louisiana Land & Exploration Co. 12,875,362
429,700 *Oryx Energy Co. 5,747,237
133,200 Royal Dutch Petroleum Co. 18,797,850
236,025 TOTAL Cl. B ADS 8,024,850
193,900 *Union Pacific Resources Group, Inc. 4,920,213
--------------
69,771,787
- ------------------------------------------------------------------
OIL SERVICE: 1.7%
262,000 Schlumberger Ltd. 18,143,500
- ------------------------------------------------------------------
PAPER: 0.8%
200,700 Champion International Corp. 8,429,400
- ------------------------------------------------------------------
PERSONAL CARE: 2.3%
299,000 Procter & Gamble Co. 24,817,000
- ------------------------------------------------------------------
RETAIL TRADE: 7.5%
391,100 *Federated Department Stores, Inc. 10,755,250
436,266 Home Depot, Inc. 20,886,235
207,300 *Intimate Brands, Inc. 3,109,500
512,500 *Office Depot, Inc. 10,121,875
159,800 Tandy Corp. 6,631,700
438,200 *Toys R Us, Inc. 9,530,850
769,400 Wal-Mart Stores, Inc. 17,215,325
325,800 *Woolworth Corp. 4,235,400
--------------
82,486,135
- ------------------------------------------------------------------
TOBACCO: 2.4%
293,100 Philip Morris Cos., Inc. 26,525,550
- ------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
VALUE
SHARES ISSUE (NOTE 1A)
- --------------------------------------------------------------------------------
<C> <S> <C>
TOYS & MUSICAL INSTRUMENTS: 0.9%
322,406 Mattel, Inc. $ 9,913,984
- --------------------------------------------------------------------------------
UTILITIES-TELEPHONE: 2.9%
590,700 *AirTouch Communications, Inc. 16,687,275
233,300 AT & T Corp. 15,106,175
--------------
31,793,450
- --------------------------------------------------------------------------------
VIDEO: 4.5%
49,500 Capital Cities/ABC, Inc. 6,107,062
154,500 Comcast Corp. Cl. A 2,723,062
341,550 Comcast Corp. Cl. A Spl. 6,211,941
242,300 Disney (Walt) Co. 14,295,700
139,755 Gaylord Entertainment Co. Cl. A 3,878,201
175,350 *Infinity Broadcasting Corp. Cl. A 6,531,787
253,800 Time Warner, Inc. 9,612,675
--------------
49,360,428
--------------
TOTAL COMMON STOCK
(Cost: $848,008,969)............................... 1,076,552,264
--------------
</TABLE>
<TABLE>
- ------------------------------------------------------------------------------
<CAPTION>
FACE INTEREST MATURITY VALUE
AMOUNT ISSUE RATE DATE (NOTE 1A)
- ------------------------------------------------------------------------------
<C> <S> <C> <C> <C>
SHORT TERM OBLIGATIONS: 1.8%
- ------------------------------------------------------------------------------
$3,799,000 Ford Motor Credit Co. 5.600% 1/05/96 3,799,000
9,246,000 Ford Motor Credit Co. 5.800% 1/02/96 9,246,000
6,730,000 General Electric Capital Corp. 5.720% 1/03/96 6,730,000
--------------
TOTAL SHORT TERM OBLIGATIONS
(Cost: $19,775,000).............................. 19,775,000
--------------
- ------------------------------------------------------------------------------
TOTAL INVESTMENTS: 100.1%
(Cost: $867,783,969)............................. 1,096,327,264
OTHER ASSETS LESS LIABILITIES: -0.1%............. (1,576,667)
--------------
TOTAL NET ASSETS: 100.0%......................... $1,094,750,597
==============
- ------------------------------------------------------------------------------
</TABLE>
* Non-income producing security.
See Notes to Financial Statements.
B-29
<PAGE>
METROPOLITAN SERIES FUND, INC.
SCHEDULE OF INVESTMENTS
- --------------------------------------------------------------------------------
INCOME PORTFOLIO
DECEMBER 31, 1995
<TABLE>
<CAPTION>
FACE INTEREST MATURITY VALUE
AMOUNT ISSUE RATE DATE (NOTE 1A)
- -------------------------------------------------------------------------------
<C> <S> <C> <C> <C>
CORPORATE BONDS: 23.7%
- -------------------------------------------------------------------------------
BANKING: 3.7%
$ 3,700,000 Banc One Credit Card Master
Trust 94-CA 7.800% 12/15/00 $ 3,916,191
1,900,000 First Chicago Credit Card 8.400% 6/15/96-98 1,921,964
1,000,000 NationsBank Master Trust
1995-1 6.450% 4/15/03 1,030,000
2,600,000 Standard Credit Card Master
Trust 91-4 8.250% 11/7/03 2,890,056
3,200,000 Standard Credit Card Master
Trust 1991-3A 8.875% 9/7/99 3,444,000
------------
13,202,211
- -------------------------------------------------------------------------------
FINANCIAL SERVICES: 8.0%
2,575,000 Allmerica Financial
Corp. Sr. 7.625% 10/15/25 2,705,527
2,800,000 Associates Corp. North
America 6.375% 10/15/02 2,852,808
1,200,000 Beneficial Corp. 9.125% 2/15/98 1,283,856
1,225,000 Commercial Credit
Group, Inc. 6.750% 5/15/00 1,268,353
3,800,000 Fleet Mortgage Group, Inc. 7.060% 7/26/02 3,962,184
3,800,000 Ford Credit Auto Loan
Master Trust 95-1 6.500% 8/15/02 3,908,034
2,700,000 General Electric Capital
Corp. MT 7.625% 7/24/96 2,731,104
1,600,000 General Motors Acceptance
Corp. Deb. 7.850% 11/17/97 1,663,824
1,800,000 General Motors
Acceptance Corp. 7.050% 2/2/98 1,850,850
1,700,000 Household Finance Co. Note 6.750% 6/1/00 1,757,749
1,500,000 PennCorp Financial Group
Sr. Sub. 9.250% 12/15/98-03 1,522,500
2,000,000 Sears Credit Account Master
Trust II 1994-1 8.100% 6/15/00-04 2,168,740
266,597 Tandy
Master Trust 1991-A 8.250% 4/15/95-99 266,931
------------
27,942,460
- -------------------------------------------------------------------------------
INDUSTRIAL: 8.5%
1,000,000 Anacomp, Inc. 15.000% 11/1/00 700,000
1,000,000 Chevron Corp. Profit
Sharing Amort. 8.110% 12/1/01-04 1,107,790
2,600,000 Columbia/HCA Healthcare
Corp. MT 6.870% 9/15/03 2,693,938
</TABLE>
<TABLE>
<CAPTION>
FACE INTEREST MATURITY VALUE
AMOUNT ISSUE RATE DATE (NOTE 1A)
- -------------------------------------------------------------------------------
<C> <S> <C> <C> <C>
$ 1,250,000 Continental Cablevision,
Inc. Sr. Deb. 9.000% 9/1/08 $ 1,312,500
1,000,000 Continental Cablevision,
Inc. Sr. Debs. 9.500% 8/1/05-13 1,075,000
1,250,000 Crown Packaging, Inc. Sr.
Series B 10.750% 11/1/98-00 1,187,500
2,300,000 #Electronic Data Systems
Corp. 144A 6.850% 5/15/00 2,386,112
1,575,000 Haynes International, Inc.
Sr. Sec. 11.250% 6/15/98 1,523,025
1,000,000 HealthSouth Sr. Sub. 9.500% 4/1/98-01 1,067,500
750,000 Heritage Media Corp.
Sr. Sub. 11.000% 10/1/97-02 789,375
1,800,000 ITT Corp. 6.250% 11/15/00 1,818,572
2,000,000 Koppers Industries Sr. 8.500% 2/1/99-04 1,940,000
1,500,000 Lear Seating Corp. Sr. Sub. 8.250% 2/1/98-02 1,470,000
1,000,000 Lear Seating Corp. Sub. 11.250% 7/15/97-00 1,052,500
1,925,000 Loews Corp. Sr. 7.000% 10/15/03-23 1,852,813
1,400,000 Oryx Energy Co. 8.125% 10/15/05 1,424,500
1,000,000 Paging Network Sr. Sub. 8.875% 2/1/99-06 1,025,000
1,750,000 Ralphs Grocery Co. Sr. 10.450% 6/15/99-04 1,776,250
500,000 Sifto Canada, Inc. 8.500% 7/15/00 480,000
750,000 Southern Pacific Rail
Corp. Sr. 9.375% 8/15/98-05 813,750
500,000 UCC Investors Holdings Sr. 10.500% 5/1/02 515,000
1,700,000 Viacom, Inc. Sr. 6.750% 1/15/03 1,704,250
------------
29,715,375
- -------------------------------------------------------------------------------
MORTGAGE BACKED: 3.5%
2,639,443 Countrywide Series 1993-E
A-1 PAC 6.500% 1/25/96-24 2,641,092
2,900,000 #DeBartolo Cap Partnership
A-2 144A 7.480% 5/1/04 3,052,250
2,164,942 Prudential Home Loan
Mortgage Series 93-29 A-6
PAC 6.750% 8/25/99-08 2,185,898
2,650,000 Prudential Home Loan
Mortgage Series 93-54 A-21
PAC 5.500% 1/25/98-24 2,585,393
1,704,829 Residential Fund Corp.
93-S25 A-1 PAC 6.500% 8/25/98-08 1,718,672
------------
12,183,305
------------
TOTAL CORPORATE BONDS
(Cost: $82,383,183).............................. 83,043,351
------------
- -------------------------------------------------------------------------------
</TABLE>
B-30
<PAGE>
METROPOLITAN SERIES FUND, INC.
SCHEDULE OF INVESTMENTS
- --------------------------------------------------------------------------------
INCOME PORTFOLIO (CONTINUED)
DECEMBER 31, 1995
<TABLE>
<CAPTION>
FACE INTEREST MATURITY VALUE
AMOUNT ISSUE RATE DATE (NOTE 1A)
- -----------------------------------------------------------------------------
<C> <S> <C> <C> <C>
FOREIGN OBLIGATIONS: 9.1%
- -----------------------------------------------------------------------------
$ 8,250,000 AUD Australian Government 9.000% 9/15/04 $ 6,461,049
2,200,000 CAD Canadian Government 7.500% 12/01/03 1,661,576
600,000 CAD Canadian Government 9.750% 12/1/01 503,583
32,000,000 DKK Danish Government 8.000% 3/15/06 6,077,262
15,000,000 DKK Danish Government 8.000% 5/15/03 2,871,950
20,900,000 FRN French Government 8.500% 11/25/02 4,778,789
6,300,000 GER German Treuhandanstalt 6.625% 7/09/03 4,597,748
1,500,000,000 ITL Italian Government 8.500% 4/1/99 904,368
185,000,000 SPA Spanish Government 10.900% 8/30/03 1,621,991
1,400,000 UK UK Treasury Stock 8.000% 6/10/03 2,272,770
------------
TOTAL FOREIGN OBLIGATIONS
(Cost: $30,472,428)........................ 31,751,086
------------
- -----------------------------------------------------------------------------
FEDERAL AGENCY OBLIGATIONS: 5.5%
- -----------------------------------------------------------------------------
921,048 Federal Home Loan
Mortgage Corp. 9.000% 12/1/09 974,662
86,197 Federal Home Loan
Mortgage Corp. 6.500% 2/1/09 86,655
4,413,753 Federal Home Loan
Mortgage Corp. 6.500% 5/1/09 4,437,190
2,600,000 Federal Home Loan
Mortgage Corp. 7.240% 5/15/98-02 2,686,944
2,410,958 Federal National
Mortgage Assoc. 7.000% 2/1/24 2,430,535
1,368,147 Federal National
Mortgage Assoc. 8.250% 7/1/08 1,430,630
1,229,476 Federal National
Mortgage Assoc. 8.500% 2/1/09 1,317,592
865,885 Federal National
Mortgage Assoc. 7.750% 3/1/08 902,954
624,593 Federal National
Mortgage Assoc. 7.750% 9/1/06 650,526
511,145 Federal National
Mortgage Assoc. 8.500% 9/1/09 538,619
373,903 Federal National
Mortgage Assoc. 9.000% 5/1/09 397,504
188,379 Federal National
Mortgage Assoc. 9.000% 4/1/16 200,269
162,766 Federal National
Mortgage Assoc. 8.000% 6/1/08 170,191
82,483 Federal National
Mortgage Assoc. 7.750% 4/1/08 86,014
1,275,000 Government National
Mortgage Assoc. ARM 6.000% 1/15/99 1,300,000
1,300,000 Government National
Mortgage Assoc. ARM 5.500% 1/15/99 1,287,352
</TABLE>
<TABLE>
<CAPTION>
FACE INTEREST MATURITY VALUE
AMOUNT ISSUE RATE DATE (NOTE 1A)
- ------------------------------------------------------------------------------
<C> <S> <C> <C> <C>
$ 374,021 Government National Mortgage
Assoc. ARM 7.500% 5/15/07 $ 390,373
------------
TOTAL FEDERAL AGENCY OBLIGATIONS
(Cost: $18,527,609)............................... 19,288,010
------------
- ------------------------------------------------------------------------------
FEDERAL TREASURY OBLIGATIONS: 49.7%
- ------------------------------------------------------------------------------
21,425,000 U.S. Treasury Bond 8.125% 8/15/21 27,115,908
15,225,000 U.S. Treasury Bond 6.250% 8/15/23 15,665,155
9,700,000 U.S. Treasury Bond 12.000% 8/15/13 14,945,566
26,100,000 U.S. Treasury Note 5.750% 8/15/03 26,413,983
26,025,000 U.S. Treasury Note 8.500% 5/15/97 27,139,130
21,600,000 U.S. Treasury Note 7.125% 9/30/99 22,902,696
10,350,000 U.S. Treasury Note 6.750% 5/31/99 10,810,885
8,825,000 U.S. Treasury Note 7.500% 11/15/01 9,719,943
6,575,000 U.S. Treasury Note 6.250% 2/15/03 6,859,566
5,950,000 U.S. Treasury Note 7.250% 5/15/04 6,604,500
5,250,000 U.S. Treasury Note 6.875% 3/31/00 5,546,153
------------
TOTAL FEDERAL TREASURY OBLIGATIONS (Cost:
$164,289,181)..................................... 173,723,485
------------
- ------------------------------------------------------------------------------
GOVERNMENT SPONSORED: 1.7%
- ------------------------------------------------------------------------------
1,500,000 Big Rivers Electric
Cooperative Trust 10.700% 9/15/97-17 1,690,275
825,000 Cajun Electric Power
Cooperative Trust 9.520% 3/15/98-19 916,080
2,900,000 Deseret Generation
Cooperative Trust 10.110% 12/15/97-17 3,248,116
------------
TOTAL GOVERNMENT SPONSORED OBLIGATIONS
(Cost: $5,838,538)................................ 5,854,471
------------
- ------------------------------------------------------------------------------
YANKEE BONDS: 5.3%
- ------------------------------------------------------------------------------
2,250,000 Basque Country 8.000% 9/21/04 2,529,765
1,600,000 Carter Holt Harvey Deb. 9.500% 12/1/24 2,057,200
1,700,000 Hydro Quebec Deb. Ser. HS 9.400% 2/1/21 2,157,691
1,200,000 Laidlaw, Inc. Deb. 8.750% 4/15/25 1,430,964
1,500,000 Province of Manitoba Deb.
Ser. CD 9.250% 4/1/20 1,556,205
1,500,000 Province of Manitoba Global
Notes 6.750% 3/1/03 1,968,795
3,900,000 Province of Quebec Global
Notes 7.500% 7/15/23 4,088,448
2,550,000 Talisman Energy Deb. 7.125% 6/1/07 2,675,868
------------
TOTAL YANKEE BONDS
(Cost: $16,265,492)............................... 18,464,936
------------
- ------------------------------------------------------------------------------
</TABLE>
B-31
<PAGE>
METROPOLITAN SERIES FUND, INC.
SCHEDULE OF INVESTMENTS
- --------------------------------------------------------------------------------
INCOME PORTFOLIO (CONTINUED)
DECEMBER 31, 1995
<TABLE>
<CAPTION>
FACE INTEREST MATURITY VALUE
AMOUNT ISSUE RATE DATE (NOTE 1A)
- -------------------------------------------------------------------------------
<C> <S> <C> <C> <C>
SHORT TERM OBLIGATIONS: 3.9%
- -------------------------------------------------------------------------------
$ 2,760,000 Ford Motor Credit Co. 5.900% 1/2/96 $ 2,760,000
3,160,000 Ford Motor Credit Co. 5.800% 1/8/96 3,160,000
6,450,000 General Electric Capital Corp. 5.720% 1/3/96 6,450,000
1,415,000 General Electric Capital Corp. 5.550% 1/5/96 1,415,000
------------
TOTAL SHORT TERM OBLIGATIONS
(Cost: $13,785,000).............................. 13,785,000
------------
- -------------------------------------------------------------------------------
TOTAL INVESTMENTS: 98.9%
(Cost: $331,561,431)............................. 345,910,339
OTHER ASSETS LESS LIABILITIES: 1.1%.............. 4,002,689
------------
TOTAL NET ASSETS: 100.0%......................... $349,913,028
============
- -------------------------------------------------------------------------------
</TABLE>
^Restricted securities see Note 2.
Additional Information on restricted securities as follows:
<TABLE>
<CAPTION>
ACQUISITION ACQUISITION VALUATION AS OF
ISSUE DATE COST DECEMBER 31, 1995
----- ----------- ----------- -----------------
<C> <S> <C> <C>
DeBartolo Cap Partnership
A-2 144A..................... 11/16/95 $3,053,859 $3,052,250
Electronic Data Systems 144A.. 5/19/95 2,298,183 2,386,112
</TABLE>
The aggregate value of restricted securities at December 31, 1995 was
$5,438,362 or 1.55% of the Income Portfolio's net assets.
See Notes to Financial Statements.
B-32
<PAGE>
METROPOLITAN SERIES FUND, INC.
SCHEDULE OF INVESTMENTS
- --------------------------------------------------------------------------------
MONEY MARKET PORTFOLIO
DECEMBER 31, 1995
<TABLE>
<CAPTION>
INTEREST MATURITY VALUE
AMOUNT ISSUE RATE DATE (NOTE 1A)
- -----------------------------------------------------------------------------
<C> <S> <C> <C> <C>
BANK NOTE: 4.9%
- -----------------------------------------------------------------------------
$2,000,000 Bank of America 5.770% 2/15/96 $ 1,999,841
-----------
TOTAL BANK NOTE
(Cost: $1,999,841).................................. 1,999,841
-----------
- -----------------------------------------------------------------------------
BANKERS' ACCEPTANCE: 4.8%
- -----------------------------------------------------------------------------
2,000,000 Mellon Bank 5.590% 4/19/96 1,966,149
-----------
TOTAL BANKERS' ACCEPTANCE
(Cost: $1,966,149).................................. 1,966,149
-----------
- -----------------------------------------------------------------------------
COMMERCIAL PAPER: 43.9%
- -----------------------------------------------------------------------------
2,000,000 American Express Credit Corp. 5.560% 4/24/96 1,964,787
2,000,000 AT &T Corp. 5.630% 2/12/96 1,986,863
2,000,000 CIT Group Holdings 5.540% 3/6/96 1,979,994
1,900,000 Coca-Cola Co. 5.500% 3/11/96 1,879,681
2,000,000 Ford Motor Credit Co. 5.620% 2/9/96 1,987,823
2,000,000 General Electric Capital Corp. 5.700% 2/2/96 1,989,867
2,000,000 General Electric Capital Services
Corp. 5.540% 3/11/96 1,978,456
2,000,000 SmithKline Beecham Corp. 5.380% 1/8/96 1,997,908
2,000,000 Xerox Corp. 5.650% 1/18/96 1,994,664
-----------
TOTAL COMMERCIAL PAPER
(Cost: $17,760,043)................................. 17,760,043
-----------
- -----------------------------------------------------------------------------
CORPORATE NOTE: 5.0%
- -----------------------------------------------------------------------------
2,000,000 Associates Corp. of North America 8.800% 3/1/96 2,006,689
-----------
TOTAL CORPORATE NOTE
(Cost: $2,006,689).................................. 2,006,689
-----------
- -----------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
INTEREST MATURITY VALUE
AMOUNT ISSUE RATE DATE (NOTE 1A)
- -------------------------------------------------------------------------------
<C> <S> <C> <C> <C>
FEDERAL AGENCY OBLIGATIONS: 23.8%
- -------------------------------------------------------------------------------
$4,000,000 Federal Home Loan Bank 5.580% 2/16/96 $ 3,971,480
2,000,000 Federal Home Loan Bank 5.415% 11/20/96 1,998,849
1,800,000 Federal National Mortgage Assoc. 5.540% 2/9/96 1,789,197
1,900,000 Federal National Mortgage Assoc. 5.140% 6/20/96 1,853,611
-----------
TOTAL FEDERAL AGENCY OBLIGATIONS
(Cost: $9,613,137).................................... 9,613,137
-----------
- -------------------------------------------------------------------------------
FEDERAL TREASURY OBLIGATIONS: 17.0%
- -------------------------------------------------------------------------------
6,975,000 U.S. Treasury Bills, 4.10% to 5.35%
with maturities to 9/19/96 6,874,040
-----------
TOTAL FEDERAL TREASURY OBLIGATIONS
(Cost: $6,874,040).................................... 6,874,040
-----------
- -------------------------------------------------------------------------------
TOTAL INVESTMENTS: 99.4%
(Cost: $40,219,899)................................... 40,219,899
OTHER ASSETS LESS LIABILITIES: 0.6%................... 236,376
-----------
TOTAL NET ASSETS: 100.0%.............................. $40,456,275
===========
- -------------------------------------------------------------------------------
</TABLE>
See Notes to Financial Statements.
B-33
<PAGE>
METROPOLITAN SERIES FUND, INC.
SCHEDULE OF INVESTMENTS
- --------------------------------------------------------------------------------
DIVERSIFIED PORTFOLIO
DECEMBER 31, 1995
<TABLE>
<CAPTION>
VALUE
SHARES ISSUE (NOTE 1A)
- --------------------------------------------------------------------
<C> <S> <C>
COMMON STOCK: 57.4%
- --------------------------------------------------------------------
AEROSPACE: 2.2%
168,000 Boeing Co. $ 13,167,000
238,600 Raytheon Co. 11,273,850
--------------
24,440,850
- --------------------------------------------------------------------
AUTOMOTIVE: 0.3%
65,100 Chrysler Corp. 3,604,913
- --------------------------------------------------------------------
BANKING: 2.4%
142,400 BankAmerica Corp. 9,220,400
174,100 Citicorp 11,708,225
151,600 Fleet Financial Group, Inc. 6,177,700
--------------
27,106,325
- --------------------------------------------------------------------
BUILDING: 0.4%
86,300 *Owens-Corning Fiberglas Corp. 3,872,713
- --------------------------------------------------------------------
BUSINESS SERVICES: 0.9%
152,600 First Data Corp. 10,205,126
- --------------------------------------------------------------------
CHEMICAL: 3.3%
231,400 *CIBA Geigy A G 10,181,600
85,200 Du Pont (E.I.) de Nemours & Co. 5,953,350
92,500 Monsanto Co. 11,331,250
148,500 Rohm & Haas Co. 9,559,688
--------------
37,025,888
- --------------------------------------------------------------------
COMPUTER SOFTWARE & SERVICE: 3.4%
187,000 *Cisco Systems, Inc. 13,966,563
139,200 General Motors Corp. Cl. E 6,838,200
167,400 *Microsoft Corp. 14,699,813
37,600 *Parametric Technology Corp. 2,495,700
--------------
38,000,276
- --------------------------------------------------------------------
DRUG: 3.8%
198,546 Lilly (Eli) & Co. 11,168,213
280,900 Merck & Co., Inc. 18,469,175
207,400 Pfizer, Inc. 13,066,200
--------------
42,703,588
- --------------------------------------------------------------------
ELECTRICAL EQUIPMENT: 1.0%
146,000 General Electric Co. 10,512,000
- --------------------------------------------------------------------
ELECTRONICS: 3.3%
164,400 AMP, Inc. 6,308,850
444,020 *Ericsson (L.M.) Tel. Co. ADR Cl. B 8,658,390
137,900 General Motors Corp. Cl. H 7,170,800
98,600 *Intel Corp. 5,601,713
</TABLE>
<TABLE>
<CAPTION>
VALUE
SHARES ISSUE (NOTE 1A)
- -----------------------------------------------------------------
<C> <S> <C>
180,200 Perkin-Elmer Corp. $ 6,802,550
147,700 *VLSI Technology Inc. 2,667,831
--------------
37,210,134
- -----------------------------------------------------------------
FINANCIAL SERVICES: 3.0%
171,400 Federal Home Loan Mortgage Corp. 14,311,900
96,600 Federal National Mortgage Assoc. 11,990,475
106,700 Travelers Group, Inc. 6,708,763
--------------
33,011,138
- -----------------------------------------------------------------
FOOD & BEVERAGE: 3.0%
147,000 Anheuser-Busch Co., Inc. 9,830,625
124,900 Campbell Soup Co. 7,494,000
117,800 Coca-Cola Co. 8,746,650
127,000 PepsiCo, Inc. 7,096,125
--------------
33,167,400
- -----------------------------------------------------------------
HOSPITAL MANAGEMENT: 1.4%
142,100 *Columbia/HCA Healthcare Corp. 7,211,575
135,000 United Healthcare Corp. 8,842,500
--------------
16,054,075
- -----------------------------------------------------------------
HOSPITAL SUPPLY: 2.3%
330,100 Abbott Laboratories 13,781,675
89,200 Johnson & Johnson 7,637,750
74,400 Medtronic, Inc. 4,157,100
--------------
25,576,525
- -----------------------------------------------------------------
HOTEL & RESTAURANT: 1.2%
117,700 *Circus Circus Enterprises, Inc. 3,280,888
256,100 *Harrah's Entertainment, Inc. 6,210,425
110,950 *Mirage Resorts, Inc. 3,827,775
--------------
13,319,088
- -----------------------------------------------------------------
INSURANCE: 1.7%
165,100 ACE Ltd. 6,562,725
156,300 *American Re Corp. 6,388,763
238,800 The Equitable Companies, Inc. 5,731,200
--------------
18,682,688
- -----------------------------------------------------------------
MACHINERY: 2.6%
82,800 Caterpillar, Inc. 4,864,500
125,700 Fluor Corp. 8,296,200
163,400 Millipore Corp. 6,719,825
336,400 Pall Corp. 9,040,750
--------------
28,921,275
- -----------------------------------------------------------------
</TABLE>
B-34
<PAGE>
METROPOLITAN SERIES FUND, INC.
SCHEDULE OF INVESTMENTS
- --------------------------------------------------------------------------------
DIVERSIFIED PORTFOLIO (CONTINUED)
DECEMBER 31, 1995
<TABLE>
<CAPTION>
VALUE
SHARES ISSUE (NOTE 1A)
- ----------------------------------------------------------------------
<C> <S> <C>
COMMON STOCK: (CONTINUED)
- ----------------------------------------------------------------------
METALS & MINING: 0.4%
81,500 Nucor Corp. $ 4,655,687
- ----------------------------------------------------------------------
OFFICE EQUIPMENT: 3.6%
123,100 *Digital Equipment Corp. 7,893,788
72,800 Hewlett-Packard Co. 6,097,000
156,100 International Business Machines Corp. 14,322,175
84,100 Xerox Corp. 11,521,700
--------------
39,834,663
- ----------------------------------------------------------------------
OIL: 3.8%
152,600 Exxon Corp. 12,227,075
169,500 Louisiana Land & Exploration Co. 7,267,312
250,600 *Oryx Energy Co. 3,351,775
80,700 Royal Dutch Petroleum Co. 11,388,787
3,000 Tosco Corp. 114,375
159,579 TOTAL Cl. B ADS 5,425,686
109,400 *Union Pacific Resources Group, Inc. 2,776,025
--------------
42,551,035
- ----------------------------------------------------------------------
OIL SERVICES: 0.9%
151,700 Schlumberger Ltd. 10,505,225
- ----------------------------------------------------------------------
PAPER: 0.4%
116,900 Champion International Corp. 4,909,800
500 *Crown Packaging Holdings (Wts.) 5,000
--------------
4,914,800
- ----------------------------------------------------------------------
PERSONAL CARE: 1.4%
190,800 Procter & Gamble Co. 15,836,400
- ----------------------------------------------------------------------
RETAIL TRADE: 4.4%
231,200 *Federated Department Stores, Inc. 6,358,000
582 *Food 4 Less Holdings, Inc. (Wts.) 54,824
254,400 Home Depot, Inc. 12,179,400
119,100 *Intimate Brands, Inc. 1,786,500
304,400 *Office Depot, Inc. 6,011,900
93,400 Tandy Corp. 3,876,100
255,400 *Toys R Us, Inc. 5,554,950
470,200 Wal-Mart Stores 10,520,725
183,800 Woolworth Corp. 2,389,400
--------------
48,731,799
- ----------------------------------------------------------------------
TOBACCO: 1.5%
182,400 Philip Morris Cos., Inc. 16,507,200
- ----------------------------------------------------------------------
TOYS & MUSICAL INSTRUMENTS: 0.5%
194,062 Mattel, Inc. 5,967,406
- ----------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
VALUE
SHARES ISSUE (NOTE 1A)
- --------------------------------------------------------------------------------
<C> <S> <C>
UTILITIES-TELEPHONE: 1.7%
332,900 *AirTouch Communications, Inc. $ 9,404,425
139,200 AT&T Corp. 9,013,200
--------------
18,417,625
- --------------------------------------------------------------------------------
VIDEO: 2.6%
29,100 Capital Cities/ABC, Inc. 3,590,212
94,800 Comcast Corp. Cl. A 1,670,850
200,350 Comcast Corp. Cl. A Spl. 3,643,866
146,300 Disney (Walt) Co. 8,631,700
70,350 Gaylord Entertainment Co. Cl. A 1,952,212
89,500 *Infinity Broadcasting Corp. Cl. A 3,333,875
150,200 Time Warner, Inc. 5,688,825
--------------
28,511,540
TOTAL COMMON STOCK
(Cost: $516,395,523)............................ 639,847,382
--------------
- --------------------------------------------------------------------------------
CONVERTIBLE PREFERRED STOCK: 0.0%
- --------------------------------------------------------------------------------
OIL SERVICES: 0.0%
6,000 Noble Drilling Corp. Cv. Pfd. 154,500
--------------
TOTAL CONVERTIBLE PREFERRED STOCK
(Cost: $129,750)................................ 154,500
--------------
- --------------------------------------------------------------------------------
PREFERRED STOCK: 0.0%
- --------------------------------------------------------------------------------
RETAIL TRADE: 0.0%
7,209 +Supermarkets General Ex. Pfd. PIK $3.52 209,061
--------------
TOTAL PREFERRED STOCK
(Cost: $196,445)................................ 209,061
--------------
</TABLE>
<TABLE>
- ------------------------------------------------------------------------------
<CAPTION>
FACE INTEREST MATURITY VALUE
AMOUNT ISSUE RATE DATE (NOTE 1A)
- ------------------------------------------------------------------------------
<C> <S> <C> <C> <C>
CORPORATE BONDS: 10.0%
- ------------------------------------------------------------------------------
BANKING: 1.8%
$ 5,400,000 Banc One Credit Card Master
Trust 94-CA 7.800% 12/15/00 $ 5,715,522
2,000,000 First Chicago Credit Card
Trust 91-D 8.400% 6/15/98 2,023,120
2,800,000 NationsBank Master Trust
1995-1 6.450% 4/15/03 2,884,000
5,500,000 Standard Credit Card Master
Trust 91-3 8.875% 9/7/99 5,919,375
3,500,000 Standard Credit Card Master
Trust 94-4 8.250% 11/7/03 3,890,460
--------------
20,432,477
- ------------------------------------------------------------------------------
</TABLE>
B-35
<PAGE>
METROPOLITAN SERIES FUND, INC.
SCHEDULE OF INVESTMENTS
- --------------------------------------------------------------------------------
DIVERSIFIED PORTFOLIO (CONTINUED)
DECEMBER 31, 1995
<TABLE>
<CAPTION>
FACE INTEREST MATURITY VALUE
AMOUNT ISSUE RATE DATE (NOTE 1A)
- ---------------------------------------------------------------------------------
<C> <S> <C> <C> <C>
CORPORATE BONDS: (CONTINUED)
- ---------------------------------------------------------------------------------
FINANCIAL SERVICES: 3.5%
$ 3,600,000 Allmerica Financial
Corp. Sr. 7.625% 10/15/25 $ 3,782,484
4,100,000 Associates Corp of
North America 6.375% 10/15/02 4,177,326
1,200,000 Beneficial Corp. 9.125% 2/15/98 1,283,856
1,650,000 Commercial Credit Group,
Inc. 6.750% 5/15/05 1,708,393
1,000,000 Community Program Loan
Trust A-4 4.500% 10/1/18 885,000
4,400,000 Fleet Mortgage
Group, Inc. 7.060% 7/26/02 4,587,792
5,350,000 Ford Credit Auto Loan
Master Tr 95-1 6.500% 8/15/02 5,502,100
4,000,000 General Electric
Capital Corp. 7.625% 7/24/96 4,046,080
2,625,000 General Motors Acceptance
Corp. 7.850% 11/17/97 2,729,711
2,500,000 General Motors Acceptance
Corp. 7.050% 2/2/98 2,570,625
2,400,000 Household Finance Co. 6.750% 6/1/00 2,481,528
1,500,000 PennCorp Financial Group
Sr. Sub. 9.250% 12/15/98-03 1,522,500
2,600,000 Sears Credit Account
Master Tr II 95-2 8.100% 6/15/04 2,819,362
187,451 Tandy Master Trust 1991-A 8.250% 4/15/99 187,686
--------------
38,284,443
- ---------------------------------------------------------------------------------
INDUSTRIAL-MISCELLANEOUS: 3.5%
2,000,000 Anacomp, Inc. 15.000% 11/1/96 1,400,000
200,000 Anacomp International NV 9.000% 1/15/96 16,500
100,000 Bayou Steel Corp 1st Mtg. 10.250% 3/1/01 88,500
91,000 Carbide/Graphite
Group Sr. 11.500% 9/1/03 98,280
1,500,000 Chevron Corp. Profit
Sharing Amort. 8.110% 12/1/01-04 $ 1,661,685
3,700,000 Columbia/HCA Healthcare
Corp. 6.870% 9/15/03 3,833,681
1,250,000 Continental Cablevision Co.
Sr. Deb. 9.000% 9/1/08 1,312,500
900,000 Continental Cablevision Co.
Sr. Debs 9.500% 8/1/05-13 967,500
</TABLE>
<TABLE>
<CAPTION>
FACE INTEREST MATURITY VALUE
AMOUNT ISSUE RATE DATE (NOTE 1A)
- ---------------------------------------------------------------------------------
<C> <S> <C> <C> <C>
$ 2,000,000 Crown Packaging, Inc. Sr.
Series B 10.750% 11/1/98-00 1,900,000
500,000 Crown Packaging, Inc. Sr.
Sub. 1.000% 11/1/98-03 221,250
100,000 Dual Drilling Co. Sr.
Sub. 9.875% 1/15/04 95,250
3,300,000 #Electronic Data Systems
Corp. 144A 6.850% 5/15/00 3,423,552
1,875,000 Haynes International,
Inc. Sr. Sec. 11.250% 6/15/98 1,813,125
2,000,000 HealthSouth Sr. Sub. 9.500% 4/1/98-01 2,135,000
750,000 Heritage Media Sr. Sub. 11.000% 10/1/97-02 789,375
2,600,000 ITT Corp. 6.250% 11/15/00 2,626,826
2,000,000 Koppers Industries Sr. 8.500% 2/1/99-04 1,940,000
1,000,000 Lear Seating Corp. Sr. 11.250% 7/15/97-00 1,052,500
Sub.
1,550,000 Lear Seating Corp. Sub. 8.250% 2/1/98-02 1,519,000
2,700,000 Loews Corp. Sr. 7.000% 10/15/03-23 2,598,750
2,000,000 Oryx Energy Co. 8.125% 10/15/05 2,035,000
1,000,000 Paging Network Sr. Sub. 8.875% 2/1/99-06 1,025,000
2,325,000 Ralphs Grocery Co. Sr. 10.450% 6/15/00 2,359,875
750,000 Southern Pacific Rail
Corp. Sr. 9.375% 8/15/98-05 813,750
500,000 Southwest Forest
Industries, Inc. Sub. 8.500% 7/15/00 480,000
500,000 UCC Investors
Holdings Sr. 10.500% 5/1/02 515,000
2,300,000 Viacom, Inc. Sr. 6.750% 1/15/03 2,305,750
--------------
39,027,649
- ---------------------------------------------------------------------------------
MORTGAGE BACKED: 1.2%
2,621,240 Countrywide Series
1993-E A-1 PAC 6.500% 1/25/24 $ 2,622,878
3,900,000 #DeBartolo Cap
Partnership A-2 144A 7.480% 5/1/04 4,104,750
1,269,102 Prudential Home Mtg. Series 8/25/98-08
93-29 A-6 PAC 6.750% 1,281,387
3,700,000 Prudential Home Mtg. Series 1/25/98-24
93-54 A-21 PAC 5.500% 3,609,794
1,260,091 Residential Funding Corp
93-54 A-21 PAC 6.500% 7/15/98-08 1,270,323
--------------
12,889,132
TOTAL CORPORATE BONDS
(Cost: $109,535,929)........................... 110,633,701
--------------
- ---------------------------------------------------------------------------------
</TABLE>
B-36
<PAGE>
METROPOLITAN SERIES FUND, INC.
SCHEDULE OF INVESTMENTS
- --------------------------------------------------------------------------------
DIVERSIFIED PORTFOLIO (CONTINUED)
DECEMBER 31, 1995
<TABLE>
<CAPTION>
FACE INTEREST MATURITY VALUE
AMOUNT ISSUE RATE DATE (NOTE 1A)
- -------------------------------------------------------------------------------
<C> <S> <C> <C> <C>
FEDERAL AGENCY OBLIGATIONS: 2.2%
- -------------------------------------------------------------------------------
$ 3,700,000 Federal Home Loan Mortgage
Corp. 7.240% 5/15/98-02 3,823,728
1,779,896 Federal Home Loan Mortgage
Corp. 6.500% 12/1/07 1,789,347
2,068,730 Federal Home Loan Mortgage
Corp. 6.500% 2/1/09 2,079,715
2,648,252 Federal Home Loan Mortgage
Corp. 6.500% 5/1/09 2,662,314
913,551 Federal National Mortgage
Assoc. 7.250% 9/1/07 945,580
4,249,662 Federal National Mortgage
Assoc. 7.000% 12/1/07 4,356,159
62,793 Federal National Mortgage
Assoc. 9.000% 4/1/16 66,756
1,936,424 Federal National Mortgage
Assoc. 8.500% 2/1/09 2,075,208
1,611,384 Federal National Mortgage
Assoc. 8.000% 6/1/08 1,684,896
725,484 Federal National Mortgage
Assoc. 9.000% 5/1/09 771,276
1,875,000 Government National
Mortgage Assoc. ARM 5.500% 1/15/99 1,875,000
1,750,000 Government National
Mortgage Assoc. ARM 6.000% 1/15/99 1,766,953
385,201 Government National
Mortgage Assoc. 8.000% 9/15/07 406,117
--------------
TOTAL FEDERAL AGENCY OBLIGATIONS (Cost:
$23,489,946)................................... 24,303,049
--------------
- -------------------------------------------------------------------------------
FEDERAL TREASURY OBLIGATIONS: 20.4%
- -------------------------------------------------------------------------------
26,450,000 U.S. Treasury Bond 8.125% 8/15/21 $ 33,475,649
21,600,000 U.S. Treasury Bond 6.250% 8/15/23 22,224,456
13,775,000 U.S. Treasury Bond 12.000% 8/15/13 21,224,244
37,200,000 U.S. Treasury Note 7.125% 9/30/99 39,443,532
31,725,000 U.S. Treasury Note 8.500% 5/15/97 33,083,147
21,900,000 U.S. Treasury Note 5.750% 8/15/03 22,163,457
21,025,000 U.S. Treasury Note 6.250% 2/15/03 21,934,962
15,850,000 U.S. Treasury Note 6.875% 3/31/00 16,744,098
7,100,000 U.S. Treasury Note 7.500% 11/15/01 7,820,011
4,650,000 U.S. Treasury Note 6.750% 5/31/99 4,857,064
4,150,000 U.S. Treasury Note 7.250% 5/15/04 4,606,500
--------------
TOTAL FEDERAL TREASURY OBLIGATIONS (Cost:
$215,491,135).................................. 227,577,120
--------------
- -------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
FACE INTEREST MATURITY VALUE
AMOUNT ISSUE RATE DATE (NOTE 1A)
- ------------------------------------------------------------------------------
<C> <S> <C> <C> <C>
FOREIGN OBLIGATIONS: 3.9%
- ------------------------------------------------------------------------------
$ 11,800,000 AUD Australian Government 9.000% 9/15/04 9,241,258
3,000,000 CAD Canadian Government 7.500% 12/1/03 2,265,785
1,250,000 CAD Canadian Government 9.750% 12/1/01 1,049,130
46,500,000 DKK Danish Government 8.000% 3/15/06 8,831,022
15,000,000 DKK Danish Government 8.000% 5/15/03 2,871,950
27,900,000 FRF French Government 8.500% 5/15/97 6,379,340
8,400,000 DEM German Treuhandanstalt 6.625% 7/9/03 6,130,331
3,100,000,000 ITL Italian Government 8.500% 4/1/99 1,869,028
242,500,000 ESP Spanish Government 10.900% 8/30/03 2,126,123
1,800,000 GBP UK Treasury Stock 8.000% 6/10/03 2,922,133
----------
FOREIGN OBLIGATIONS
(Cost: $41,829,486)........................... 43,686,100
----------
- ------------------------------------------------------------------------------
GOVERNMENT SPONSORED: 0.6%
- ------------------------------------------------------------------------------
2,250,000 Big Rivers Electric
Cooperative Trust 10.700% 9/15/17 2,535,413
3,750,000 Deseret Generation
Cooperative Trust 10.110% 12/15/17 4,200,150
333,616 Government Trust
Certificates 2-D 9.250% 11/15/96 337,670
----------
TOTAL GOVERNMENT SPONSORED
OBLIGATIONS (Cost: $7,094,973)................ 7,073,233
----------
- ------------------------------------------------------------------------------
YANKEE BONDS: 2.4%
- ------------------------------------------------------------------------------
2,900,000 Basque Country 8.000% 9/21/04 3,260,586
2,200,000 Carter Holt Harvey Deb. 9.500% 12/1/24 2,828,650
2,500,000 Hydro Quebec Deb. Ser. HS 9.400% 2/1/21 3,173,075
1,700,000 Laidlaw, Inc. Deb. 8.750% 4/15/25 2,027,199
1,650,000 Province of Manitoba Deb.
Ser. CD 9.250% 4/1/20 2,165,674
700,000 Province of Manitoba Deb.
Ser. CO 8.875% 9/15/21 889,679
2,300,000 Province of Manitoba Global
Notes 6.750% 3/1/03 2,386,181
5,500,000 Provence of Quebec Global
Notes 7.500% 7/15/23 5,765,760
3,600,000 Talisman Energy Deb. 7.125% 6/1/07 3,777,696
----------
TOTAL YANKEE BONDS
(Cost: $22,934,983)........................... 26,274,500
----------
- ------------------------------------------------------------------------------
</TABLE>
B-37
<PAGE>
METROPOLITAN SERIES FUND, INC.
SCHEDULE OF INVESTMENTS
- -------------------------------------------------------------------------------
DIVERSIFIED PORTFOLIO (CONTINUED)
DECEMBER 31, 1995
<TABLE>
<CAPTION>
FACE INTEREST MATURITY VALUE
AMOUNT ISSUE RATE DATE (NOTE 1A)
- --------------------------------------------------------------------------
<C> <S> <C> <C> <C>
SHORT TERM OBLIGATIONS: 2.8%
- --------------------------------------------------------------------------
$ 11,160,000 Ford Motor Credit Co. 5.600% 1/5/96 $ 11,160,000
8,311,000 Ford Motor Credit Co. 5.850% 1/3/96 8,311,000
1,718,000 Ford Motor Credit Co. 5.900% 1/2/96 1,718,000
10,000,000 Household Finance Corp. 5.600% 1/8/96 10,000,000
--------------
TOTAL SHORT TERM OBLIGATIONS
(Cost: $31,189,000)....................... 31,189,000
--------------
- --------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
FACE INTEREST MATURITY VALUE
AMOUNT ISSUE RATE DATE (NOTE 1A)
- ------------------------------------------------
<C> <S> <C> <C> <C>
TOTAL INVESTMENTS:
99.7%
(Cost: $968,287,170).... 1,110,947,646
OTHER ASSETS LESS
LIABILITIES: 0.3%....... 3,885,951
--------------
TOTAL NET ASSETS:
100.0%.................. $1,114,833,597
==============
- ------------------------------------------------
</TABLE>
*Non-income producing security.
+Interest or dividend is Paid-in-Kind.
#Restricted securities see Note 2.
Additional Information on restricted securities as follows:
<TABLE>
<CAPTION>
ACQUISITION ACQUISITION VALUATION AS OF
ISSUE DATE COST DECEMBER 31, 1995
----- ----------- ----------- -----------------
<C> <S> <C> <C>
DeBartolo Cap Partnership
A-2 144A..................... 11/16/95 $4,106,086 $4,104,750
Electronic Data Systems 144A.. 5/19/95 3,297,393 3,423,552
</TABLE>
The aggregate value of restricted securities at December 31, 1995 was
$7,528,302 or .67% of the Diversified Portfolio's net assets.
See Notes to Financial Statements.
B-38
<PAGE>
METROPOLITAN SERIES FUND, INC.
SCHEDULE OF INVESTMENTS
- --------------------------------------------------------------------------------
AGGRESSIVE GROWTH PORTFOLIO
DECEMBER 31, 1995
<TABLE>
<CAPTION>
VALUE
SHARES ISSUE (NOTE 1A)
- -------------------------------------------------------------------
<C> <S> <C>
COMMON STOCK: 88.6%
- -------------------------------------------------------------------
AEROSPACE: 3.9%
239,000 Boeing Co. $ 18,731,625
195,600 United Technologies Corp. 18,557,550
------------
37,289,175
- -------------------------------------------------------------------
AIRLINES: 2.5%
79,500 *Continental Airlines, Inc. Cl. B 3,458,250
399,800 *Northwest Airlines Corp. Cl. A 20,364,812
------------
23,823,062
- -------------------------------------------------------------------
AUTOMOTIVE: 0.4%
95,600 Danaher Corp. 3,035,300
71,800 *Team Rental Group, Inc. Cl. A 601,325
------------
3,636,625
- -------------------------------------------------------------------
BUSINESS SERVICES: 4.5%
217,600 HBO & Co. 16,646,400
433,300 *Medaphis Corp. 16,086,262
293,100 *Republic Waste Industries, Inc. 10,533,281
------------
43,265,943
- -------------------------------------------------------------------
CHEMICAL: 1.0%
250,500 Union Carbide Corp. 9,393,750
- -------------------------------------------------------------------
COMPUTER SOFTWARE & SERVICE: 8.8%
197,800 *7th Level, Inc. 2,831,012
10,500 *Advent Software, Inc. 189,000
213,150 *Bay Networks, Inc. 8,752,472
57,200 *Cabletron Systems, Inc. 4,633,200
31,700 *CheckFree Corp. 677,587
8,600 *Citrix Systems, Inc. 281,650
133,500 Computer Associates International, Inc. 7,592,812
262,400 *Geoworks 4,887,200
177,800 *GT Interactive Software Corp. 2,500,312
14,300 *IDX Systems Corp. 495,137
167,600 *Informix Corp. 5,038,475
27,000 *Logic Works, Inc. 334,125
13,100 *MetaTools, Inc. 337,325
16,900 *Objective Systems Integraters, Inc. 923,162
172,100 *Parametric Technology Corp. 11,423,137
261,800 *PeopleSoft, Inc. 11,159,225
96,600 *Plaintree Systems, Inc. 597,712
331,200 *PLATINUM Technology, Inc. 6,106,500
429,100 *Softkey International, Inc. 9,869,300
43,300 *Sync Research, Inc. 1,975,562
232,600 *Triple P NV 2,355,075
11,500 *Visio Corp. 319,125
</TABLE>
<TABLE>
<CAPTION>
VALUE
SHARES ISSUE (NOTE 1A)
- ----------------------------------------------------------------
<C> <S> <C>
11,000 *Visioneer, Inc. $ 242,000
18,000 *Westell Technologies, Inc. 453,375
------------
83,974,480
- ----------------------------------------------------------------
DIVERSIFIED: 0.9%
115,200 Loews Corp. 9,028,800
- ----------------------------------------------------------------
DRUG: 2.5%
467,400 *Cephalon, Inc. 19,075,763
1 *Healthdyne Technologies, Inc. 11
172,900 *Magainin Pharmaceuticals, Inc. 2,247,700
86,300 *Matrix Pharmaceutical, Inc. 1,607,337
31,500 *Myriad Genetics, Inc. 1,029,656
------------
23,960,467
- ----------------------------------------------------------------
ELECTRICAL EQUIPMENT: 2.9%
379,800 General Electric Co. 27,345,600
- ----------------------------------------------------------------
ELECTRONICS: 1.6%
25,700 *Exide Electronics Group, Inc. 372,650
84,200 *Glenayre Technologies 5,241,450
185,100 *Sanmina Holdings, Inc. 9,625,200
------------
15,239,300
- ----------------------------------------------------------------
FINANCIAL SERVICES: 1.5%
447,600 Countrywide Credit Industries, Inc. 9,735,300
179,200 Green Tree Financial Corp. 4,726,400
------------
14,461,700
- ----------------------------------------------------------------
FOOD & BEVERAGE: 1.9%
8,700 *Boston Beer Company, Inc. Cl. A 206,625
318,600 Coca-Cola Enterprises, Inc. 8,522,550
18,800 *Pete's Brewing Co. 267,900
453,600 *Starbucks Corp. 9,497,250
------------
18,494,325
- ----------------------------------------------------------------
HOSPITAL SUPPLY: 0.0%
10,400 *National Surgery Centers, Inc. 236,600
- ----------------------------------------------------------------
HOTEL & RESTAURANT: 6.0%
20,400 *Extended Stay America, Inc. 555,900
350,700 *HFS, Inc. 28,669,725
178,700 *Lone Star Steakhouse & Saloon, Inc. 6,846,444
101,600 *Papa John's International, Inc. 4,152,900
39,600 *Rainforest Cafe, Inc. 1,185,525
201,800 *Renaissance Hotel Group. NV 5,145,900
490,500 *Trump Hotels & Casino Resorts, Inc. 10,545,750
------------
57,102,144
- ----------------------------------------------------------------
</TABLE>
B-39
<PAGE>
METROPOLITAN SERIES FUND, INC.
SCHEDULE OF INVESTMENTS
- --------------------------------------------------------------------------------
AGGRESSIVE GROWTH PORTFOLIO (CONTINUED)
DECEMBER 31, 1995
<TABLE>
<CAPTION>
VALUE
SHARES ISSUE (NOTE 1A)
- ------------------------------------------------------------------
<C> <S> <C>
COMMON STOCK: (CONTINUED)
- ------------------------------------------------------------------
INSURANCE: 5.4%
498,600 Allstate Corp. $ 20,504,925
21,200 *Amerin Corp. 565,775
238,300 Prudential Reinsurance Holdings, Inc 5,570,263
141,000 The Equitable Companies, Inc. 3,384,000
305,900 Travelers, Inc. 19,233,463
54,400 W. R. Berkley Corp. 2,910,400
------------
52,168,826
- ------------------------------------------------------------------
MACHINERY: 3.4%
246,100 AGCO Corp. 12,551,100
106,600 Case Corp. 4,876,950
129,700 *Elsag Bailey Processing Automation NV 3,485,688
145,700 *UCAR International, Inc. 4,917,375
102,200 *Waters Corp. 1,865,150
129,900 *Wolverine Tube, Inc. 4,871,250
------------
32,567,513
- ------------------------------------------------------------------
OFFICE EQUIPMENT: 4.3%
299,800 *Digital Equipment Corp. 19,224,675
172,900 *Gateway 2000, Inc. 4,225,244
40,900 *Network General Corp. 1,354,813
108,900 *Stormedia, Inc. 3,988,463
279,100 *Sun Microsystems, Inc. 12,751,381
------------
41,544,576
- ------------------------------------------------------------------
OIL: 3.9%
111,200 Exxon Corp. 8,909,900
100,300 Royal Dutch Petroleum Co. 14,154,838
177,800 Texaco, Inc. 13,957,300
------------
37,022,038
- ------------------------------------------------------------------
OIL SERVICES: 2.6%
389,900 Halliburton Co. 19,738,688
226,600 McDermott International, Inc. 4,985,200
------------
24,723,888
- ------------------------------------------------------------------
PERSONAL CARE: 0.1%
24,900 *DeRigo SPA ADR 566,475
13,600 *Estee Lauder Cos., Inc. 474,300
------------
1,040,775
- ------------------------------------------------------------------
PRINTING & PUBLISHING: 0.8%
9,000 *CKS Group, Inc. 349,875
122,400 Gannett Co., Inc. 7,512,300
------------
7,862,175
- ------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
VALUE
SHARES ISSUE (NOTE 1A)
- --------------------------------------------------------------------------------
<C> <S> <C>
RECREATION: 5.2%
60,700 *American Radio Systems Corp. $ 1,676,838
169,000 *Ascent Entertainment Group, Inc. 2,682,875
625,100 Brunswick Corp. 15,002,400
151,300 Disney (Walt) Co. 8,926,700
129,400 Evergreen Media Corp. Cl. A 4,140,800
277,200 *Infinity Broadcasting Corp. Cl. A 10,325,700
169,200 *Oakley, Inc. 5,752,800
39,000 *Silver King Communications, Inc. 1,345,500
------------
49,853,613
- --------------------------------------------------------------------------------
RETAIL TRADE: 12.6%
160,000 *Baby Superstores, Inc. 9,100,000
298,000 *BT Office Products International, Inc. 4,768,000
522,300 *Corporate Express, Inc. 15,669,000
50,400 *Department 56, Inc. 1,934,100
310,200 *General Nutrition Centers, Inc. 7,212,150
581,200 *Gucci Group N.V. 22,594,150
116,300 Industrie Natuzzi SPA ADR 5,277,113
227 *Jan Bell Marketing, Inc. (Wts.) 0
412,900 *Just For Feet, Inc. 14,864,400
402,300 *Office Depot, Inc. 7,945,425
1,309,400 *Sunglass Hut International, Inc. 30,934,575
29,250 *Williams Sonoma, Inc. 542,953
------------
120,841,866
- --------------------------------------------------------------------------------
TEXTILES & APPAREL: 7.6%
46,400 *^Adidas 144A ADS 1,218,464
71,000 Authentic Fitness Corp. 1,473,250
269,200 *Fila Holdings SPA Sponsored ADR 12,248,600
520,275 *Men's Wearhouse, Inc. 13,527,150
301,250 *Nautica Enterprises, Inc. 13,066,719
456,600 *Tommy Hilfiger Corp. 19,348,425
370,900 Wolverine World Wide, Inc. 11,683,350
------------
72,565,958
- --------------------------------------------------------------------------------
TOBACCO: 2.3%
246,600 Philip Morris Cos., Inc. 22,317,300
- --------------------------------------------------------------------------------
UTILITIES-TELEPHONE: 2.0%
44,000 *MobileMedia Corp. Cl. A 973,500
433,500 *Newbridge Networks Corp. 17,936,063
30,800 *Wirelesss One, Inc. 519,750
------------
19,429,313
------------
TOTAL COMMON STOCK
(Cost: $708,814,391)................................ 849,189,812
------------
- --------------------------------------------------------------------------------
</TABLE>
B-40
<PAGE>
METROPOLITAN SERIES FUND, INC.
SCHEDULE OF INVESTMENTS
- --------------------------------------------------------------------------------
AGGRESSIVE GROWTH PORTFOLIO (CONTINUED)
DECEMBER 31, 1995
<TABLE>
<CAPTION>
VALUE
SHARES ISSUE (NOTE 1A)
- --------------------------------------------------------------------------------
<C> <S> <C>
CONVERTIBLE PREFERRED STOCK: 0.7%
- --------------------------------------------------------------------------------
MACHINERY: 0.7%
129,300 *Elsag Bailey Financing Trust Cvt. Pfd. $ 6,481,163
------------
TOTAL CONVERTIBLE PREFERRED STOCK
(Cost: $6,470,387).................................. 6,481,163
------------
- --------------------------------------------------------------------------------
PREFERRED STOCK: 0.7%
- --------------------------------------------------------------------------------
AIRLINES: 0.7%
128,400 *^Continental Airlines Financing Trust Pfd. 144A.... 7,062,000
------------
TOTAL PREFERRED STOCK
(Cost: $6,420,000).................................. 7,062,000
------------
</TABLE>
<TABLE>
- --------------------------------------------------------------------------
<CAPTION>
FACE INTEREST MATURITY VALUE
AMOUNT ISSUE RATE DATE (NOTE 1A)
- --------------------------------------------------------------------------
<C> <S> <C> <C> <C>
CONVERTIBLE BONDS: 1.0%
- --------------------------------------------------------------------------
$ 6,960,000 Starbucks Cvt. Corp. Sub. Deb. 4.250% 11/1/2002 7,377,600
2,500,000 ^Theratx, Inc. 144A Cvt. Sub 8.000% 2/1/2002 2,281,250
---------
TOTAL CONVERTIBLE BONDS
(Cost: $9,460,452)................................ 9,658,850
---------
- --------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
FACE INTEREST MATURITY VALUE
AMOUNT ISSUE RATE DATE (NOTE 1A)
- ---------------------------------------------------------------------
<C> <S> <C> <C> <C>
SHORT TERM OBLIGATIONS: 6.1%
- ---------------------------------------------------------------------
$10,000,000 Beneficial Corp. 5.700% 1/05/96 $ 10,000,000
11,486,000 Ford Motor Credit Co. 5.770% 1/04/96 11,486,000
15,310,000 Household Finance Corp. 5.600% 1/08/96 15,310,000
21,469,000 Household Finance Corp. 5.600% 1/02/96 21,469,000
------------
TOTAL SHORT TERM OBLIGATIONS
(Cost: $58,265,000)....................... 58,265,000
------------
- ---------------------------------------------------------------------
TOTAL INVESTMENTS: 97.1%
(Cost: $789,430,230)...................... 930,656,825
OTHER ASSETS LESS LIABILITIES: 2.9%....... 28,258,408
------------
TOTAL NET ASSETS: 100.0%.................. $958,915,233
============
- ---------------------------------------------------------------------
</TABLE>
*Non-income producing security.
^Restricted securities see Note 2.
Additional Information on restricted securities as follows:
<TABLE>
<CAPTION>
ACQUISITION ACQUISITION VALUATION AS OF
ISSUE DATE COST DECEMBER 31, 1995
----- ----------- ----------- -----------------
<S> <C> <C> <C>
Adidas 144A ADS..................... 11/13/95 $1,118,565 $1,218,464
Continental Airlines Financing Trust
Pfd. 144A.......................... 11/21/95 $6,420,000 7,062,000
Theratx, Inc. 144A Cvt. Sub......... 2/09/95 $2,500,000 2,281,250
</TABLE>
The aggregate value of restricted securities at December 31, 1995 was
$10,561,714 or 1.10% of the Aggressive Growth Portfolio's net assets.
See Notes to Financial Statements.
B-41
<PAGE>
METROPOLITAN SERIES FUND, INC.
SCHEDULE OF INVESTMENTS
- --------------------------------------------------------------------------------
STOCK INDEX PORTFOLIO
DECEMBER 31, 1995
<TABLE>
<CAPTION>
VALUE
SHARES ISSUE (NOTE 1A)
- --------------------------------------------------------
<C> <S> <C>
COMMON STOCK: 99.4%
- --------------------------------------------------------
AEROSPACE: 2.2%
45,950 Boeing Co. $ 3,601,331
15,700 General Dynamics Corp. 928,262
26,313 Lockheed Martin Corp. 2,078,727
13,800 McDonnell-Douglas Corp. 1,269,600
8,500 Northrop-Grumman Corp. 544,000
39,400 Raytheon Co. 1,861,650
24,600 Rockwell International Corp. 1,300,725
12,300 Textron, Inc. 830,250
16,500 United Technologies Corp. 1,565,437
------------
13,979,982
- --------------------------------------------------------
AIRLINES: 0.4%
8,400 *AMR Corp. 623,700
6,000 Delta Airlines, Inc. 443,250
6,900 *Federal Express Corp. 509,737
15,400 Southwest Airlines Corp. 358,050
53,600 *USAIR Group Inc. 710,200
------------
2,644,937
- --------------------------------------------------------
AUTOMOTIVE: 2.5%
48,500 Chrysler Corp. 2,685,687
1,000 Cummins Engine, Inc. 37,000
30,500 Dana Corp. 892,125
6,900 Eaton Corp. 370,012
10,500 Echlin, Inc. 383,250
147,100 Ford Motor Co. 4,265,900
100,847 General Motors Corp. 5,332,285
11,850 Genuine Parts Co. 485,850
12,710 *Navistar International Corp. 133,455
5,865 PACCAR, Inc. 247,063
7,100 Snap-On, Inc. 321,275
9,200 Timken Co. 351,900
7,500 TRW, Inc. 581,250
------------
16,087,052
- --------------------------------------------------------
BANKING: 6.5%
19,400 Ahmanson (H.F.) & Co. 514,100
58,905 Banc One Corp. 2,223,664
13,221 Bank of Boston Corp. 611,471
27,400 Bank of New York Co., Inc. 1,335,750
50,676 BankAmerica Corp. 3,281,271
7,300 Bankers Trust N.Y. Corp. 485,450
13,900 Barnett Banks, Inc. 820,100
14,200 Boatmens Bancshares, Inc. 581,312
22,081 Chase Manhattan Corp. 1,338,661
</TABLE>
<TABLE>
<CAPTION>
VALUE
SHARES ISSUE (NOTE 1A)
- -----------------------------------------------------------
<C> <S> <C>
29,670 Chemical Banking Corp. $ 1,743,112
54,514 Citicorp 3,666,066
23,300 CoreStates Financial Corp. 882,487
17,700 First Bank Systems, Inc. 878,362
35,858 First Chicago Corp. 1,416,391
11,100 First Fidelity Bancorp. 836,662
12,200 First Interstate Bancorp 1,665,300
28,500 First Union Corp. 1,585,312
29,315 Fleet Financial Group, Inc. 1,194,586
8,300 Golden West Financial Corp. 458,575
17,500 Great Western Financial Corp. 446,250
34,203 KeyCorp 1,239,859
16,500 MBNA Corp. 608,437
14,400 Mellon Bank Corp. 774,000
25,299 Morgan (J.P.) & Co., Inc. 2,030,245
15,400 National City Corp. 510,125
42,022 NationsBank Corp. 2,925,782
50,700 Norwest Corp. 1,673,100
37,800 PNC Bank Corp. 1,219,050
17,700 Suntrust Banks, Inc. 1,212,450
14,100 U.S. Bancorp 473,231
24,900 Wachovia Corp. 1,139,175
6,730 Wells Fargo & Co. 1,453,680
------------
41,224,016
- -----------------------------------------------------------
BEVERAGES: 5.6%
25,500 American Brands, Inc. 1,137,937
33,400 Anheuser-Busch Co., Inc. 2,233,625
11,700 Brown-Forman Corp. Cl. B 427,050
169,200 Coca-Cola Co. 12,563,100
20,800 Coors (Adolph) Co. Cl. B 461,500
107,500 PepsiCo, Inc. 6,006,562
112,700 Philip Morris Cos., Inc. 10,199,350
42,900 Seagram Ltd. 1,485,412
37,400 UST, Inc. 1,248,225
------------
35,762,761
- -----------------------------------------------------------
BUILDING: 1.1%
7,500 Armstrong World Industries, Inc. 465,000
5,200 Crane Co. 191,750
9,000 Dover Corp. 331,875
17,700 Fleetwood Enterprises, Inc. 455,775
9,700 Georgia-Pacific Corp. 665,662
8,600 Louisiana-Pacific Corp. 208,550
17,200 Mallinckrodt Group, Inc. 625,650
21,300 Masco Corp. 668,287
17,300 *Owens-Corning Fiberglas Corp. 776,337
</TABLE>
B-42
<PAGE>
METROPOLITAN SERIES FUND, INC.
SCHEDULE OF INVESTMENTS
- --------------------------------------------------------------------------------
STOCK INDEX PORTFOLIO (CONTINUED)
DECEMBER 31, 1995
<TABLE>
<CAPTION>
VALUE
SHARES ISSUE (NOTE 1A)
- -------------------------------------------------------------------
<C> <S> <C>
COMMON STOCK: (CONTINUED)
- -------------------------------------------------------------------
13,600 Sherwin-Williams Co. $ 554,200
7,800 Stanley Works 401,700
22,200 Weyerhaeuser Co. 960,150
7,400 Willamette Industries, Inc. 416,250
------------
6,721,186
- -------------------------------------------------------------------
CHEMICAL: 3.6%
20,100 Air Products & Chemicals, Inc. 1,060,275
34,100 Allied-Signal Corp. 1,619,750
19,900 Avery Dennison Corp. 997,488
32,400 Dow Chemical Co. 2,280,150
76,100 Du Pont (E.I.) de Nemours & Co. 5,317,487
14,675 Eastman Chemical Co. 919,022
5,800 *FMC Corp. 392,225
10,200 Grace (W.R.) & Co. 603,075
8,900 Great Lakes Chemical Corp. 640,800
13,400 Hercules, Inc. 755,425
13,900 Monsanto Co. 1,702,750
29,400 Morton International, Inc. 1,054,725
28,800 Nalco Chemical Co. 867,600
20,966 Pall Corp. 563,461
26,000 PPG Industries 1,189,500
24,500 Praxair, Inc. 823,812
8,000 Rohm & Haas Co. 515,000
10,500 Sigma Aldrich Corp. 521,062
15,200 Union Carbide Corp. 570,000
8,100 Williams Cos., Inc. 355,388
------------
22,748,995
- -------------------------------------------------------------------
CONTAINER: 0.1%
18,800 Bemis, Inc. 481,750
6,900 *Crown Cork & Seal, Inc. 288,075
------------
769,825
- -------------------------------------------------------------------
COSMETICS: 0.7%
10,700 Alberto-Culver Co. Cl. B Conv. 367,812
6,400 Avon Products, Inc. 482,400
61,900 Gillette Co. 3,226,537
13,500 International Flavors & Fragrances, Inc. 648,000
------------
4,724,749
- -------------------------------------------------------------------
DRUG: 6.5%
13,000 Allergan, Inc. 422,500
27,300 *ALZA Corp. 675,675
41,600 American Home Products Corp. 4,035,200
32,600 *Amgen, Inc. 1,933,588
</TABLE>
<TABLE>
<CAPTION>
VALUE
SHARES ISSUE (NOTE 1A)
- --------------------------------------------------------
<C> <S> <C>
16,600 Bausch & Lomb, Inc. $ 657,775
66,200 Bristol-Myers Squibb Co. 5,684,925
74,000 Lilly (Eli) & Co. 4,162,500
171,100 Merck & Co., Inc. 11,249,825
86,900 Pfizer, Inc. 5,474,700
67,715 Pharmacia & Upjohn, Inc. 2,623,956
48,000 Schering-Plough Corp. 2,628,000
16,700 Warner-Lambert Co. 1,621,988
------------
41,170,632
- --------------------------------------------------------
ELECTRICAL CONNECTORS: 0.2%
29,200 AMP, Inc. 1,120,550
5,200 Thomas & Betts Corp. 383,500
------------
1,504,050
- --------------------------------------------------------
ELECTRICAL EQUIPMENT: 3.7%
11,200 Black & Decker Corp. 394,800
10,200 Briggs & Stratton Corp. 442,425
27,200 Emerson Electric Co. 2,223,600
228,100 General Electric Co. 16,423,200
8,300 General Signal Corp. 268,713
4,900 Grainger (W.W.), Inc. 324,625
12,300 Johnson Controls, Inc. 845,625
15,600 Maytag Corp. 315,900
18,500 Tandy Corp. 767,750
18,800 Tyco International Ltd. 669,750
38,400 Westinghouse Electric Corp. 633,600
8,600 Whirlpool Corp. 457,950
------------
23,767,938
- --------------------------------------------------------
ELECTRONICS: 4.1%
18,500 *Advanced Micro Devices, Inc. 305,250
8,300 *Andrew Corp. 320,588
18,200 *Applied Materials, Inc. 715,488
27,300 *DSC Communications Corp. 1,010,100
9,400 EG & G , Inc 227,950
7,300 Harris Corp. 398,763
70,500 Hewlett-Packard Co. 5,904,375
110,500 Intel Corp. 6,277,781
19,800 Loral Corp. 700,425
25,300 Micron Technology, Inc. 1,002,513
77,000 Motorola, Inc. 4,389,000
31,600 *National Semiconductor Corp. 703,100
33,200 Northern Telecom Ltd. 1,427,600
8,800 Perkin-Elmer Corp. 332,200
16,300 Scientific-Atlanta, Inc. 244,500
9,400 Tektronix, Inc. 461,775
</TABLE>
B-43
<PAGE>
METROPOLITAN SERIES FUND, INC.
SCHEDULE OF INVESTMENTS
- --------------------------------------------------------------------------------
STOCK INDEX PORTFOLIO (CONTINUED)
DECEMBER 31, 1995
<TABLE>
<CAPTION>
VALUE
SHARES ISSUE (NOTE 1A)
- --------------------------------------------------------------
<C> <S> <C>
COMMON STOCK: (CONTINUED)
- --------------------------------------------------------------
17,300 *Tellabs, Inc. $ 642,263
23,500 Texas Instruments, Inc. 1,216,125
------------
26,279,796
- --------------------------------------------------------------
FINANCIAL SERVICES: 3.1%
70,087 American Express Co. 2,899,850
13,600 Beneficial Corp. 634,100
20,613 Dean Witter Discover & Co. 968,811
21,800 Federal Home Loan Mortgage Corp. 1,820,300
36,200 Federal National Mortgage Assoc. 4,493,325
28,700 First Data Corp. 1,919,313
15,900 Household International, Inc. 940,088
22,500 Merrill Lynch & Co., Inc. 1,147,500
9,700 Morgan Stanley Group, Inc. 782,063
11,700 Salomon, Inc. 415,350
6,500 Transamerica Corp. 473,688
49,583 Travelers Group, Inc. 3,117,531
------------
19,611,919
- --------------------------------------------------------------
FOODS: 2.7%
59,059 Archer-Daniels-Midland Co. 1,063,062
20,800 CPC International, Inc. 1,427,400
35,800 Campbell Soup Co. 2,148,000
30,150 ConAgra, Inc. 1,243,688
27,800 General Mills, Inc. 1,605,450
43,800 Heinz (H.J.) Co. 1,450,875
7,000 Hershey Foods Corp. 455,000
28,600 Kellogg Co. 2,209,350
19,400 Pioneer Hi Bred International, Inc. 1,079,125
14,200 Quaker Oats Co. 489,900
11,700 Ralston-Purina Co. 729,788
74,800 Sara Lee Corp. 2,384,250
12,500 Wrigley (Wm.), Jr. Co. 656,250
------------
16,942,138
- --------------------------------------------------------------
HOSPITAL MANAGEMENT: 1.0%
40,400 *Beverly Enterprises, Inc. 429,250
55,990 Columbia/HCA Healthcare Corp. 2,841,493
43,700 *Community Psychiatric Centers 535,325
11,500 Manor Care, Inc. 402,500
18,700 *Tenet Healthcare Corp. 388,025
14,900 United Healthcare Corp. 975,950
15,400 U.S. Healthcare, Inc. 715,138
------------
6,287,681
- --------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
VALUE
SHARES ISSUE (NOTE 1A)
- -----------------------------------------------------------------
<C> <S> <C>
HOSPITAL SUPPLY: 3.0%
103,600 Abbott Laboratories $ 4,325,300
14,500 Bard (C.R.), Inc. 467,625
30,500 Baxter International, Inc. 1,277,188
7,200 Becton, Dickinson & Co. 540,000
23,000 *Biomet, Inc. 409,688
17,400 *Boston Scientific Corp. 852,600
21,700 Humana, Inc. 594,038
89,200 Johnson & Johnson 7,637,750
35,700 Medtronic, Inc. 1,994,738
13,350 *St. Jude Medical, Inc. 572,381
22,400 United States Surgical Corp. 478,800
------------
19,150,108
- -----------------------------------------------------------------
HOTEL & RESTAURANT: 1.0%
17,100 Darden Restaurants, Inc. 203,063
24,900 *Harrah's Entertainment, Inc. 603,825
4,800 Hilton Hotels Corp. 295,200
12,400 Marriott International, Inc. 474,300
93,200 McDonald's Corp. 4,205,650
11,300 *Shoney's, Inc. 115,825
24,100 Wendys International, Inc. 512,125
------------
6,409,988
- -----------------------------------------------------------------
INDUSTRIAL-MISCELLANEOUS: 2.2%
11,000 Alco Standard Corp. 501,875
22,700 Corning, Inc. 726,400
25,400 Dial Corp. 752,475
30,800 ITT Corp. 1,632,400
14,700 ITT Industries, Inc. 352,800
13,600 Loews Corp 1,065,900
19,400 LSI Logic Corp. 635,350
53,100 Minnesota Mining & Manufacturing Co. 3,517,875
8,100 National Service Industries, Inc. 262,238
19,400 Newell Co. 501,975
24,700 PP & L Resources, Inc. 617,500
18,600 Raychem Corp. 1,057,875
17,400 Rubbermaid, Inc. 443,700
1,840 Schweitzer Mauduit International, Inc. 42,550
19,500 Tenneco, Inc. 967,688
32,700 Whitman Corp. 760,275
------------
13,838,876
- -----------------------------------------------------------------
INSURANCE: 3.5%
18,000 Aetna Life & Casualty Co. 1,246,500
39,500 Alexander & Alexander Services, Inc. 750,500
55,099 Allstate Corp. 2,265,946
</TABLE>
B-44
<PAGE>
METROPOLITAN SERIES FUND, INC.
SCHEDULE OF INVESTMENTS
- --------------------------------------------------------------------------------
STOCK INDEX PORTFOLIO (CONTINUED)
DECEMBER 31, 1995
<TABLE>
<CAPTION>
VALUE
SHARES ISSUE (NOTE 1A)
- -------------------------------------------------------------
<C> <S> <C>
COMMON STOCK: (CONTINUED)
- -------------------------------------------------------------
37,800 American General Corp. $ 1,318,275
64,950 American International Group, Inc. 6,007,875
11,200 Chubb Corp. 1,083,600
7,800 CIGNA Corp. 805,350
12,600 General Re Corp. 1,953,000
14,700 ITT Hartford Group, Inc. 711,113
9,000 Jefferson-Pilot Corp. 418,500
13,000 Lincoln National Corp. 698,750
11,700 Marsh & McLennan Cos., Inc. 1,038,375
18,000 Providian Corp. 733,500
12,600 SAFECO Corp. 435,488
6,600 St. Paul Cos., Inc. 367,125
7,900 Torchmark Corp. 357,475
194 Transport Holdings, Inc. Cl. A 8,075
30,300 USF&G Corp. 511,313
6,800 UNUM Corp. 374,000
32,450 USLife Corp. 969,444
------------
22,054,204
- -------------------------------------------------------------
LEISURE: 0.2%
18,200 Brunswick Corp. 436,800
18,500 Hasbro, Inc. 573,500
------------
1,010,300
- -------------------------------------------------------------
MACHINERY: 1.5%
24,800 Browning-Ferris Industries, Inc. 731,600
23,000 Caterpillar, Inc. 1,351,250
13,100 Cooper Industries, Inc. 481,425
27,900 Deere & Co. 983,475
7,700 Fluor Corp. 508,200
6,000 Foster Wheeler Corp. 255,000
14,600 Honeywell, Inc. 709,925
15,100 Illinois Tool Works, Inc. 890,900
24,100 Ingersoll-Rand Co. 846,513
13,800 Parker Hannifin Corp. 472,650
6,500 *Varity Corp. 241,313
63,300 WMX Technologies, Inc. 1,891,088
------------
9,363,339
- -------------------------------------------------------------
METALS-ALUMINIUM: 0.4%
22,500 Alcan Aluminium Ltd. 700,313
28,700 Aluminum Co. of America 1,517,513
6,000 Reynolds Metals Co. 339,750
------------
2,557,576
- -------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
VALUE
SHARES ISSUE (NOTE 1A)
- --------------------------------------------------------------------
<C> <S> <C>
METALS-GOLD: 0.6%
47,400 Barrick Gold Corp. $ 1,250,175
42,100 Echo Bay Mines Ltd. 436,788
15,700 Homestake Mining Co. 245,313
14,190 Newmont Mining Corp. 642,098
20,700 Placer Dome, Inc. 499,388
50,707 Santa Fe Pacific Gold Corp. 614,822
------------
3,688,584
- --------------------------------------------------------------------
METALS-MISCELLANEOUS: 0.4%
12,600 ASARCO, Inc. 403,200
13,250 Cyprus Amax Minerals Corp. 346,156
19,050 Englehard Corp. 414,338
25,300 Freeport McMoran Copper & Gold Inc. Cl. B 711,563
10,106 Inco Ltd. 336,025
6,300 Phelps-Dodge Corp. 392,175
------------
2,603,457
- --------------------------------------------------------------------
METALS-STEEL & IRON: 0.3%
9,500 *Bethlehem Steel Corp. 133,000
10,400 Inland Steel Industries, Inc. 261,300
7,600 Nucor Corp. 434,150
9,900 USX-U.S. Steel Group 304,425
46,600 Worthington Industries, Inc. 969,863
------------
2,102,738
- --------------------------------------------------------------------
OFFICE EQUIPMENT: 5.6%
50,900 *Amdahl Corp. 432,650
11,800 Apple Computer, Inc. 375,388
12,500 Autodesk, Inc. 428,125
17,400 Automatic Data Processing, Inc. 1,291,950
8,300 *Cabletron Systems, Inc. 672,300
13,100 *Ceridian Corp. 540,375
35,500 *Cisco Systems, Inc. 2,651,406
36,600 *Compaq Computer Corp. 1,756,800
31,400 Computer Associates International, Inc. 1,785,875
8,600 *Computer Sciences 604,150
18,600 *Cray Research Inc. 460,350
19,400 *Digital Equipment Corp. 1,244,025
76,300 International Business Machines Corp. 7,000,525
41,300 Intergraph Corp. 655,638
79,200 *Microsoft Corp. 6,954,750
20,900 Moore Corp. Ltd. 389,263
36,900 *Novell, Inc. 523,519
56,700 *Oracle Systems Corp. 2,402,663
18,200 Pitney Bowes, Inc. 855,400
15,400 *Silicon Graphics, Inc. 423,500
</TABLE>
B-45
<PAGE>
METROPOLITAN SERIES FUND, INC.
SCHEDULE OF INVESTMENTS
- --------------------------------------------------------------------------------
STOCK INDEX PORTFOLIO (CONTINUED)
DECEMBER 31, 1995
<TABLE>
<CAPTION>
VALUE
SHARES ISSUE (NOTE 1A)
- -----------------------------------------------------------
<C> <S> <C>
COMMON STOCK: (CONTINUED)
- -----------------------------------------------------------
21,800 *Sun MicroSystems, Inc. $ 995,988
67,800 *Tandem Computers, Inc. 720,375
61,800 *Unisys Corp. 347,625
13,000 Xerox Corp. 1,781,000
------------
35,293,640
- -----------------------------------------------------------
OIL CRUDE PRODUCERS: 0.1%
8,400 Louisiana Land & Exploration Co. 360,150
22,600 *Santa Fe Energy Resources, Inc. 217,525
------------
577,675
- -----------------------------------------------------------
OIL-DOMESTIC: 1.9%
12,800 Amerada Hess Corp. 678,400
64,000 Amoco Corp. 4,600,000
7,200 Ashland Oil Co. 252,900
21,000 Atlantic Richfield Co. 2,325,750
5,700 Kerr-McGee Corp. 361,950
35,700 Occidental Petroleum Corp. 763,088
23,500 *Oryx Energy Co. 314,313
32,100 Phillips Petroleum Co. 1,095,413
9,200 Sun, Inc. 251,850
30,435 Unocal Corp. 886,419
38,900 USX-Marathon Group 758,550
------------
12,288,633
- -----------------------------------------------------------
OIL-INTERNATIONAL: 5.9%
85,100 Chevron Corp. 4,467,750
171,000 Exxon Corp. 13,701,375
54,200 Mobil Corp. 6,070,400
73,700 Royal Dutch Petroleum Co. 10,400,913
33,500 Texaco, Inc. 2,629,750
------------
37,270,188
- -----------------------------------------------------------
OIL SERVICES: 1.1%
23,800 Baker Hughes, Inc. 580,125
12,100 Coastal Corp. 450,725
21,000 Dresser Industries, Inc. 511,875
11,000 Halliburton Co. 556,875
14,100 Helmerich & Payne, Inc. 419,475
21,300 McDermott International, Inc. 468,600
76,900 *Rowan Cos., Inc. 759,388
30,400 Schlumberger Ltd. 2,105,200
16,700 *Western Atlas, Inc. 843,350
------------
6,695,613
- -----------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
VALUE
SHARES ISSUE (NOTE 1A)
- -------------------------------------------------------------
<C> <S> <C>
PAPER: 1.4%
8,300 Boise Cascade Corp. $ 287,388
14,600 Champion International Corp. 613,200
30,400 International Paper Co. 1,151,400
25,700 James River Corp. 620,013
51,360 Kimberly-Clark Corp. 4,250,040
6,200 Mead Corp. 323,950
10,354 Stone Container Corp. 148,839
6,400 Temple-Inland, Inc. 282,400
8,400 Union Camp Corp. 400,050
18,300 Westvaco Corp. 507,825
------------
8,585,105
- -------------------------------------------------------------
PHOTOGRAPHY: 0.6%
45,200 Eastman Kodak Co. 3,028,400
20,600 Polaroid Corp. 975,925
------------
4,004,325
- -------------------------------------------------------------
PRINTING & PUBLISHING: 1.3%
18,700 American Greetings Corp. Cl. A 516,587
10,900 De Luxe Corp. 316,099
13,700 Donnelley (R.R.) & Sons Co. 539,438
11,600 Dow Jones & Co. Inc. 462,550
22,200 Dun & Bradstreet Corp. 1,437,450
14,100 Gannett, Inc. 865,388
8,100 Harcourt General Inc. 339,188
7,100 Knight-Ridder, Inc. 443,750
5,300 McGraw-Hill Cos., Inc. 461,763
15,200 Meredith Corp. 636,500
26,400 New York Times Co. Cl. A 782,100
18,900 Times Mirror Co. Ser. A 640,238
8,800 Tribune Co. 537,900
------------
7,978,951
- -------------------------------------------------------------
RAILROAD: 1.2%
27,401 Burlington Northern-Santa Fe, Inc. 2,137,278
8,000 Conrail, Inc. 560,000
28,200 CSX Corp. 1,286,625
18,600 Norfolk Southern Corp. 1,476,375
34,700 Union Pacific Corp. 2,290,200
------------
7,750,478
- -------------------------------------------------------------
RETAIL TRADE: 4.6%
25,400 Albertsons, Inc. 835,025
14,000 American Stores Co. 374,500
123,400 Charming Shoppes, Inc. 358,631
11,600 Circuit City Stores, Inc. 320,450
8,800 Dayton-Hudson Corp. 660,000
</TABLE>
B-46
<PAGE>
METROPOLITAN SERIES FUND, INC.
SCHEDULE OF INVESTMENTS
- --------------------------------------------------------------------------------
STOCK INDEX PORTFOLIO (CONTINUED)
DECEMBER 31, 1995
<TABLE>
<CAPTION>
VALUE
SHARES ISSUE (NOTE 1A)
<C> <S> <C>
- -------------------------------------------------------------
COMMON STOCK: (CONTINUED)
- -------------------------------------------------------------
32,300 Dillard Dept Stores, Inc. Cl. A $ 920,549
26,500 Federated Department Stores, Inc. 728,749
18,195 Fleming Cos., Inc. 375,271
18,600 Gap, Inc. 781,199
21,400 Giant Foods, Inc. Cl. A 674,100
28,400 Great Atlantic & Pacific Tea, Inc. 653,200
65,333 Home Depot, Inc. 3,127,817
46,900 K-Mart Corp. 340,024
9,700 *Kroger Co. 363,750
59,900 Limited, Inc. 1,040,763
100 Longs Drug Stores Corp. 4,788
16,200 Lowes Cos., Inc. 542,700
30,600 May Department Stores Co. 1,292,849
9,900 Melville Corp. 304,425
7,600 Mercantile Stores Co., Inc. 351,500
13,300 Nordstrom, Inc. 536,988
27,100 Penney (J.C.), Inc. 1,290,638
12,400 Pep Boys-Manny, Moe & Jack 317,750
29,767 *Price/Costco, Inc. 457,668
10,000 Rite-Aid Corp. 342,500
46,600 Sears, Roebuck & Co. 1,817,400
13,700 SuperValu, Inc. 431,550
19,100 Sysco Corp. 620,750
25,800 *Toys R Us, Inc. 561,150
314,500 Wal-Mart Stores, Inc. 7,036,938
31,200 Walgreen Co. 932,100
19,800 Winn-Dixie Stores, Inc. 730,125
27,200 *Woolworth Corp. 353,600
------------
29,479,447
- -------------------------------------------------------------
SERVICES: 0.7%
10,700 Block (H & R), Inc. 433,350
19,500 *CUC International, Inc. 665,438
19,200 Ecolab, Inc. 576,000
11,200 Interpublic Group Cos., Inc. 485,800
46,300 Laidlaw, Inc. Cl. B 474,574
10,300 Ogden Corp. 220,162
3,000 Pittston Services Group 94,125
9,200 Premark International, Inc. 465,750
17,600 Safety-Kleen Corp. 275,000
19,350 Service Corp. International 851,400
------------
4,541,599
- -------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
VALUE
SHARES ISSUE (NOTE 1A)
<C> <S> <C>
- -------------------------------------------------------------
SHOES: 0.3%
18,600 Nike, Inc. Cl. B $ 1,295,025
19,800 Reebok International Ltd. 559,350
7,000 Stride Rite Corp. 52,500
------------
1,906,875
- -------------------------------------------------------------
SOAPS: 1.9%
5,500 Clorox Co. 393,938
18,900 Colgate-Palmolive Co. 1,327,724
93,800 Procter & Gamble Co. 7,785,400
20,400 Unilever NV 2,871,300
------------
12,378,362
- -------------------------------------------------------------
TEXTILES & APPAREL: 0.2%
23,500 Liz Claiborne, Inc. 652,125
4,200 Russell Corp. 116,550
1,500 Springs Industries, Inc. 62,063
7,600 V.F. Corp. 400,900
------------
1,231,638
- -------------------------------------------------------------
TIRE & RUBBER: 0.2%
12,300 Cooper Tire & Rubber Co. 302,888
7,100 Goodrich (B.F.) Co. 483,687
17,400 Goodyear Tire & Rubber Co. 789,525
------------
1,576,100
- -------------------------------------------------------------
TOYS & MUSICAL INSTRUMENTS: 0.1%
25,771 Mattel, Inc. 792,458
- -------------------------------------------------------------
TRANSPORTATION-TRUCKING: 0.1%
13,000 Roadway Services, Inc. 635,375
11,000 Ryder Systems, Inc. 272,250
------------
907,625
- -------------------------------------------------------------
UTILITIES-ELECTRIC: 3.3%
19,200 American Electric Power, Inc. 777,600
28,700 Baltimore Gas & Electric Co. 817,950
18,800 Carolina Power & Light Co. 648,600
21,300 Central & South West Corp. 593,738
21,892 CINergy Corp. 670,443
32,200 Consolidated Edison Co. N.Y., Inc. 1,030,400
15,100 Detroit Edison Co. 520,950
22,600 Dominion Resources, Inc. 932,250
22,300 Duke Power Co. 1,056,463
29,400 Entergy Corp. 859,950
19,600 FPL Group, Inc. 908,950
13,000 General Public Utilities Corp. 442,000
28,400 Houston Industries, Inc. 688,700
24,400 Niagara Mohawk Power Corp. 234,850
</TABLE>
B-47
<PAGE>
METROPOLITAN SERIES FUND, INC.
SCHEDULE OF INVESTMENTS
- --------------------------------------------------------------------------------
STOCK INDEX PORTFOLIO (CONTINUED)
DECEMBER 31, 1995
<TABLE>
<CAPTION>
VALUE
SHARES ISSUE (NOTE 1A)
<C> <S> <C>
- ---------------------------------------------------------------
COMMON STOCK: (CONTINUED)
- ---------------------------------------------------------------
11,700 Northern States Power Co. $ 574,763
30,400 Ohio Edison Co. 714,400
49,300 Pacific Gas & Electric Co. 1,398,888
29,200 Pacificorp 620,500
23,900 PECO Energy Co. 719,988
33,500 Public Service Enterprise Group 1,025,937
61,000 SCE Corp. 1,082,750
85,800 Southern Co. 2,112,824
29,200 Texas Utilities Co. 1,200,850
22,300 Unicom Corp. 730,324
21,500 Union Electric Co. 897,625
------------
21,261,693
- ---------------------------------------------------------------
UTILITIES-GAS DISTRIBUTION: 0.6%
10,700 Consolidated Natural Gas Co. 485,513
17,900 Enserch Corp. 290,875
21,700 NICOR, Inc. 596,750
53,600 NorAm Energy Corp. 475,700
33,600 ONEOK, Inc. 768,599
13,100 Pacific Enterprises, Inc. 370,075
24,900 Peoples Energy Corp. 790,574
------------
3,778,086
- ---------------------------------------------------------------
UTILITIES-GAS PIPELINE: 0.5%
10,200 Burlington Resources Inc. 400,350
30,200 Enron Corp. 1,151,375
26,976 Panhandle Eastern Corp. 751,956
27,800 Sonat, Inc. 990,375
------------
3,294,056
- ---------------------------------------------------------------
UTILITIES-TELEPHONE: 8.5%
77,000 *Airtouch Communications, Inc. 2,175,250
19,700 ALLTEL Corp. 581,150
74,900 Ameritech 4,419,100
222,835 AT & T Corp. 14,428,566
58,300 Bell Atlantic Corp. 3,898,812
136,800 BellSouth Corp. 5,950,800
130,400 GTE Corp. 5,737,600
86,400 MCI Communications Corp. 2,262,600
61,200 NYNEX Corp. 3,304,800
54,967 Pacific Telesis Group 1,848,265
79,200 SBC Communications, Inc. 4,553,999
52,900 Sprint Corp. 2,109,387
64,800 U.S. West, Inc.-Communications Group 2,316,599
------------
53,586,928
- ---------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
VALUE
SHARES ISSUE (NOTE 1A)
<C> <S> <C>
- -------------------------------------------------------------------------------
VIDEO: 2.2%
22,300 Capital Cities/ABC, Inc. $ 2,751,262
21,450 Comcast Corp. Cl. A Spl. 390,122
68,000 Disney (Walt) Co. 4,011,999
10,700 *King World Productions, Inc. 415,961
80,000 *Tele-Communications, Inc. Cl. A 1,594,999
51,820 Time Warner, Inc. 1,962,682
55,900 U.S. West, Inc.-Media Group 1,062,100
43,126 *Viacom, Inc. Cl. B 2,043,094
------------
14,232,219
- -------------------------------------------------------------------------------
TOTAL COMMON STOCK
(Cost: $485,003,618)............................... 632,418,521
------------
- -------------------------------------------------------------------------------
<CAPTION>
FACE VALUE
AMOUNT ISSUE (NOTE 1A)
- -------------------------------------------------------------------------------
<C> <S> <C>
SHORT TERM OBLIGATIONS: 0.9%
- -------------------------------------------------------------------------------
$5,800,000 U.S. Treasury Bills, 4.10% to 5.40% with maturities
to 3/28/96......................................... 5,503,636
------------
TOTAL SHORT TERM OBLIGATIONS (Cost: $5,503,636).... 5,503,636
------------
- -------------------------------------------------------------------------------
TOTAL INVESTMENTS: 100.3%
(Cost: $490,507,254) ............................. 637,922,157
------------
OTHER ASSETS LESS LIABILITIES: -0.3%............... (2,098,918)
------------
TOTAL NET ASSETS: 100.0%........................... $635,823,239
============
- -------------------------------------------------------------------------------
</TABLE>
* Non-income producing securities.
See Notes to Financial Statements.
B-48
<PAGE>
METROPOLITAN SERIES FUND, INC.
SCHEDULE OF INVESTMENTS
- --------------------------------------------------------------------------------
INTERNATIONAL STOCK PORTFOLIO
DECEMBER 31, 1995
<TABLE>
<CAPTION>
VALUE
SHARES ISSUE (NOTE 1A)
<C> <S> <C>
- ------------------------------------------------------------------
COMMON STOCK: 67.6%
- ------------------------------------------------------------------
ARGENTINA: 0.4%
52,500 Buenos Aires Embotelladora SA ADR Cl. B $ 1,082,812
------------
Total Investments in Argentina 1,082,812
- ------------------------------------------------------------------
AUSTRALIA: 3.8%
625,000 Australian Vintage 766,501
185,000 Coles Myer Ltd. 576,148
685,000 Elders Australia Ltd. 870,633
10,500,000 *Euraust Mineral Development 195,110
5,250,000 *Euraust Mineral Development (Wts.) 29,266
6,139,160 *Gold Mines of Australia Ltd. 1,505,814
1,188,849 *Gold Mines of Australia Ltd. (Wts.) 106,037
1,345,000 MIM Holdings Ltd. 1,859,447
842,853 Multistack International 400,941
257,014 Perseverance Corp. 148,050
800,000 *Pima Mining NL 50,840
326,900 QBE Insurance Group 1,511,311
4,000,000 *Rhodes Mining 341,906
420,000 Sydney Aquarium Ltd. 811,655
900,000 *Valiant Consolidated 150,513
330,000 WMC 2,119,221
------------
Total Investments in Australia 11,443,393
- ------------------------------------------------------------------
AUSTRIA: 0.9%
6,000 Creditanstalt Bank AG 332,788
10,000 Flughaven Wien AG 674,704
12,500 OMV Handels AG 1,085,231
20,000 *VA Stahl AG 573,498
------------
Total Investments in Austria 2,666,221
- ------------------------------------------------------------------
BELGIUM: 0.8%
10,000 D'Ieteren Trading 844,376
650 UCB 865,231
10,000 *Union Miniere SA 669,385
------------
Total Investments in Belgium 2,378,992
- ------------------------------------------------------------------
CANADA: 3.8%
790,000 *Akiko Gold Resources Ltd. 358,696
1,000,000 *Avocet Ventures, Inc. 3,273,526
2,484,000 *Black Hawk Mining, Inc. 1,455,291
1,840,000 *Breakwater Resources Ltd. 2,129,037
620,000 *Canadian Crew Energy Corp. 862,688
732,800 *Epicore Networks, Inc. 1,931,952
211,000 *Madsen Gold Corp. 224,057
767,900 *MSV Resources, Inc. Cl. A 731,066
</TABLE>
<TABLE>
<CAPTION>
VALUE
SHARES ISSUE (NOTE 1A)
<C> <S> <C>
- ------------------------------------------------------------------
1,900,000 Princess Resources Ltd. $ 250,458
750,000 *Reclamation Management Ltd. 24,716
------------
Total Investments in Canada 11,241,487
- ------------------------------------------------------------------
CHINA: 1.4%
1,350,000 *Advanced Material Resources Ltd. 632,735
2,860,000 *China Construction Holdings 914,078
1,153,000 China Merchants 753,010
810,000 *China North Industries 729,000
750,000 Guangdong Development Fund Ltd. 446,250
150,000 *Guangdong Development Fund Ltd. (Wts.) 12,000
1,050,000 Shanghai Lujiazui Finance & Trade Cl. B 596,400
------------
Total Investments in China 4,083,473
- ------------------------------------------------------------------
DENMARK: 0.2%
10,000 Den Danske Bank 689,779
------------
Total Investments in Denmark 689,779
- ------------------------------------------------------------------
FINLAND: 0.2%
12,000 Cultor OY Ser. 2 496,620
------------
Total Investments in Finland 496,620
- ------------------------------------------------------------------
FRANCE: 5.2%
3,000 Accor 388,401
15,000 Assurance Generale de France 502,348
11,000 AXA 741,270
10,000 Banque Nationale de Paris 451,093
7,000 Bouygues 705,146
5,000 Cetelem 938,330
7,000 Cie de St. Gobain 763,324
17,500 Cie de Suez 721,871
25,500 Credit Commercial de France 1,301,297
10,000 Eramet 653,461
10,000 Generale des Eaux SA 998,366
12,500 Lafarge SA 805,340
3,000 LVMH 624,872
1,178 Norbert Dentressangle 151,790
6,500 *Pechiney Cl A. 225,383
25,000 Pechiney International 443,639
7,500 Peugeot SA 989,381
22,500 Seita 815,550
14,515 SGS Thomson Micro 555,761
20,000 Total Cl. B 1,349,806
25,000 Union Assurance de Paris 652,951
50,000 *Usinor Sacilor 661,119
------------
Total Investments in France 15,440,499
- ------------------------------------------------------------------
</TABLE>
B-49
<PAGE>
METROPOLITAN SERIES FUND, INC.
SCHEDULE OF INVESTMENTS
- --------------------------------------------------------------------------------
INTERNATIONAL STOCK PORTFOLIO (CONTINUED)
DECEMBER 31, 1995
<TABLE>
<CAPTION>
VALUE
SHARES ISSUE (NOTE 1A)
<C> <S> <C>
- ---------------------------------------------------------
COMMON STOCK: (CONTINUED)
- ---------------------------------------------------------
GERMANY: 5.6%
1,500 Altana AG $ 873,127
2,800 Bayer AG 738,794
1,000 CKAG Colonia Konzern AG 836,528
7,188 Commerzbank AG 1,698,663
2,500 Daimler-Benz AG 1,258,278
2,200 Degussa AG 733,078
6,500 *Fri. Krupp-Hoesch Krupp AG 811,084
6,250 *Gildemeister AG 566,399
3,750 Hoechst AG 1,016,905
2,500 MAN AG 676,194
4,000 Mannesmann AG 1,273,475
45,000 *Metallgesellschaft 985,012
15,000 *Praktiker Bau Und 459,045
15,000 Schwarz Pharmacia 737,191
2,320 Siemens AG 1,269,571
24,000 SKW Trostberg AG 506,100
30,000 Veba AG 1,273,614
2,500 Volkswagen AG 835,831
------------
Total Investments in Germany 16,548,889
- ---------------------------------------------------------
HONG KONG: 0.9%
510,000 Cathay Pacific Airways 778,273
239,000 Hong Kong Aircraft 618,170
330,000 Johnson Electrical Holdings 588,943
425,000 Semi Tech 684,287
------------
Total Investments in Hong Kong 2,669,673
- ---------------------------------------------------------
HUNGARY: 0.2%
60,000 *MOL Magyar GDS 487,500
------------
Total Investments in Hungary 487,500
- ---------------------------------------------------------
IRELAND: 0.5%
200,000 Bank of Ireland 1,459,854
------------
Total Investments in Ireland 1,459,854
- ---------------------------------------------------------
INDONESIA: 0.6%
460,000 Anglo-Eastern Plantations 835,844
299,375 Rea Holdings 857,815
------------
Total Investments in Indonesia 1,693,659
- ---------------------------------------------------------
ISRAEL: 0.5%
70,000 *Koor Industries Ltd. ADR 1,417,500
------------
Total Investments in Isreal 1,417,500
- ---------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
VALUE
SHARES ISSUE (NOTE 1A)
<C> <S> <C>
- ------------------------------------------------------------------
ITALY: 0.8%
250,000 Ansaldo Trasporti $ 391,185
32,500 Edison 139,976
225,000 Eni SPA 786,305
200,000 Tecnost SPA 327,430
505,000 *Telecom Italia Mobile 888,768
------------
Total Investments in Italy 2,533,664
- ------------------------------------------------------------------
JAPAN: 13.1%
130,000 Anritsu Corp. 1,410,169
1,070 *Asahi Glass Co. (Wts.) 601,875
1,205 *Best Denki Co. (Wts.) 677,812
1,940 *Casio Computer Co. (Wts.) 1,261,000
1,325 *Daido Steel Co. (Wts.) 397,500
7,750 *Dainichi Seika (Wts.) 241,873
85,000 Eiwa Corp. 831,477
1,960 *Godo Steel (Wts.) 220,500
1,325 *Hankyu Corp. (Wts.) 496,875
2,510,000 ISR Group Ltd. 2,145,459
15,000 Keyence Corp. 1,728,814
135,000 Meitec Corp. 2,288,136
210,000 Misawa Homes Co. Ltd. 1,846,780
255,000 Mitsukoshi 2,395,642
28,000 Mitsumi Electric 675,254
19,000 MOS Food Services 485,811
18,500 Nintendo Co. Ltd. 1,406,538
8,645 *Nippon Ceramic Co. Ltd. (Wts.) 382,224
330,000 Nippon Shinpan Co. Ltd. 2,492,978
1,000 *Nishio Rent All Co. (Wts.) 512,500
155,000 Nissho-Iwai Corp. 795,642
225,000 Prospect Japan Fund 2,081,250
135,000 *Prospect Japan Fund (Wts.) 286,875
1,115 *Ryobi (Wts.) 613,250
690 *Shibusawa Warehouse (Wts.) 621,000
2,700 *Showa Sangyo Co. (Wts.) 1,012,500
3,975 *SNT Corp. (Wts.) 413,524
20,500 *Sumitomo Light Metal Co. (Wts.) 390,984
2,340 *Sumitomo Metal Mining (Wts.) 58,500
460,000 Sumitomo Realty & Development Co. Ltd. 3,252,300
2,940 *Tobu Railway Co. (Wts.) 992,250
230,000 *Tokio Marine & Fire Insurance Co. Ltd. 3,007,264
145,000 Tokyo Nissan Auto Sales Co. Ltd. 947,942
165,000 Tokyotokeiba Co. 687,167
4,195 *Toyo Engineering (Wts.) 1,048,750
12,000 *Yamazen Corp. (Wts.) 228,869
------------
Total Investments in Japan 38,937,284
- ------------------------------------------------------------------
</TABLE>
B-50
<PAGE>
METROPOLITAN SERIES FUND, INC.
SCHEDULE OF INVESTMENTS
- --------------------------------------------------------------------------------
INTERNATIONAL STOCK PORTFOLIO (CONTINUED)
DECEMBER 31, 1995
<TABLE>
<CAPTION>
VALUE
SHARES ISSUE (NOTE 1A)
<C> <S> <C>
- -----------------------------------------------------------------------
COMMON STOCK: (CONTINUED)
- -----------------------------------------------------------------------
KAZAKHSTAN: 0.2%
149,159 Bakyrchik Gold PLC $ 639,352
------------
Total Investments in Kazakhstan 639,352
- -----------------------------------------------------------------------
MALAYSIA: 0.8%
188,000 Landmarks BHD 250,203
215,000 Tenaga Nasional BHD 846,557
363,000 UMW Holdings BHD 971,926
365,000 *Wembley Industries Holdings 459,897
------------
Total Investments in Malaysia 2,528,583
- -----------------------------------------------------------------------
MEXICO: 0.3%
460,000 *Fondo Opcion S.A. de C.V. Ser. B 465,068
830,000 *William Resources, Inc. 565,287
------------
Total Investments in Mexico 1,030,355
- -----------------------------------------------------------------------
NETHERLANDS: 1.2%
20,000 Gist-Brocades NV 595,750
25,000 IHC Caland NV 841,279
10,000 International Nederlanden Group NV 668,038
7,500 Nutricia Ver Bedrj 606,655
5,500 Ver Ned Uitgevers 755,063
------------
Total Investments in Netherlands 3,466,785
- -----------------------------------------------------------------------
NEW ZEALAND: 0.7%
6,500,000 *Corporate Investments Ltd. 1,657,296
200,000 Fernz Corp. 528,243
------------
Total Investments in New Zealand 2,185,539
- -----------------------------------------------------------------------
NORWAY: 0.5%
20,000 Nera AS 650,448
17,500 Norsk Hydro AS 734,911
------------
Total Investments in Norway 1,385,359
- -----------------------------------------------------------------------
PACIFIC BASIN: 0.4%
9,881,560 *Master Plan Mineral & Petroleum Development 723,659
52,500 Pacific Basin Bulk Shipping 613,594
15,000 *Pacific Basin Bulk Shipping (Wts.) 10,781
------------
Total Investments in Pacific Basin 1,348,034
- -----------------------------------------------------------------------
PHILLIPPINES: 0.7%
1,290,000 *TVI Pacific, Inc. 2,078,360
------------
Total Investments in Phillippines 2,078,360
- -----------------------------------------------------------------------
POLAND: 0.3%
86,500 *Bank Gdanski GDR SA 841,212
------------
Total Investments in Poland 841,212
- -----------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
VALUE
SHARES ISSUE (NOTE 1A)
<C> <S> <C>
- ---------------------------------------------------------------
RUSSIA: 2.1%
33,900,000 Bula Resources Holdings $ 1,316,198
5,000,000 Dana Petroleum 737,692
625,000 *Eurogas Corp. 389,052
50,000 *First Russian Frontier Trust 473,676
10,000 *First Russian Frontier Trust (Wts.) 36,496
12,000,000 *Star Mining Corp. 1,516,278
1,280,000 Vanguard Petroleum Ltd. 256,875
2,186,000 *Xavier Mines Ltd. 1,376,756
------------
Total Investments in Russia 6,103,023
- ---------------------------------------------------------------
SINGAPORE: 0.4%
765,000 Comfort Group 648,993
88,000 Jurong Shipyard 678,119
------------
Total Investments in Singapore 1,327,112
- ---------------------------------------------------------------
SOUTH AFRICA: 0.7%
582,500 *United Reef Ltd. 217,558
104,600 Western Areas Gold Mining Ltd. ADR 1,765,125
------------
Total Investments in South Africa 1,982,683
- ---------------------------------------------------------------
SOUTH KOREA: 0.4%
30,000 #*CITC Frontier Fund PLC 529,200
65,000 *Yellow Sea Investment Co. 597,350
------------
Total Investments in South Korea 1,126,550
- ---------------------------------------------------------------
SPAIN: 1.1%
80,000 *Asturiana de Zinc 634,460
15,500 Banco Bilbao Vizcaya 558,409
3,833 *Banco Espanol de Credito 26,543
32,500 Empresa Nacional de Celulosas 527,824
15,490 Empresa Nacional de Electricidad 877,298
22,300 Repsol SA 730,771
------------
Total Investments in Spain 3,355,305
- ---------------------------------------------------------------
SUDAN: 0.1%
115,000 Arakis Energy Corp. 348,594
------------
Total Investments in Sudan 348,594
- ---------------------------------------------------------------
SWEDEN: 0.4%
11,500 Autoliv AB 672,018
50,000 Lindex AB 640,089
------------
Total Investments in Sweden 1,312,107
- ---------------------------------------------------------------
SWITZERLAND: 1.3%
1,500 Alusuisse-Lonza 1,188,557
370 BBC Brown Boveri AG 429,822
8,700 CS Holdings 891,873
</TABLE>
B-51
<PAGE>
METROPOLITAN SERIES FUND, INC.
SCHEDULE OF INVESTMENTS
- --------------------------------------------------------------------------------
INTERNATIONAL STOCK PORTFOLIO (CONTINUED)
DECEMBER 31, 1995
<TABLE>
<CAPTION>
VALUE
SHARES ISSUE (NOTE 1A)
<C> <S> <C>
- --------------------------------------------------------------
COMMON STOCK: (CONTINUED)
- --------------------------------------------------------------
2,200 Danzas Holdings $ 457,737
100 Roche Holdings AG 791,071
------------
Total Investments in Switzerland 3,759,060
- --------------------------------------------------------------
TAJIKISTAN: 0.9%
1,640,900 Nelson Gold Ltd. 2,547,571
------------
Total Investments in Tajikistan 2,547,571
- --------------------------------------------------------------
TANZANIA: 0.2%
2,750,000 Palace Exploration, Inc. 161,113
1,258,000 *Tan Range Exploration Corp. Cl. A 561,977
1,008,000 *Tan Range Exploration Corp. (Wts.) 0
------------
Total Investments in Tanzania 723,090
- --------------------------------------------------------------
THAILAND: 0.5%
1,370,000 Siam Trading 1,504,943
------------
Total Investments in Thailand 1,504,943
- --------------------------------------------------------------
UKRAINE: 1.4%
4,254,800 *Emtech (Bermuda) Units 4,299,981
------------
Total Investments in Ukraine 4,299,981
- --------------------------------------------------------------
UNITED KINGDOM: 14.0%
1,250,000 *Alexon Group PLC 1,591,862
1,887,500 Arcadian International PLC 1,604,917
565,000 *Ascot Holdings 2,325,283
2,701,241 BCE Holdings 943,903
4,750,000 *Birse Group PLC 1,198,750
250,000 Brightstone Properties 378,553
90,000 *British Biotech 2,543,873
335,000 BTR PLC 1,706,476
120,000 Caffyns 456,593
537,492 *Celsis International 1,085,168
800,000 *Eleco Holdings 378,941
1,000,000 Electrophoretics 2,873,117
400,000 *Energy Capital Investments 568,411
299,400 *Euro Sales Finance Cl. A 581,224
375,000 Geest PLC 1,106,538
1,980,000 *Great Western Resources 353,626
740,000 Hampden Homecare Group PLC 913,651
4,262,500 Hobson PLC 2,035,594
100,000 Johnson Fry Holdings 194,906
615,000 Kemgas International Ltd. 1,171,000
275,000 Medeva PLC 1,153,129
1,500,000 Melrose Energy 925,998
300,000 *Melrose Energy (Nil Paid) 25,625
</TABLE>
<TABLE>
<CAPTION>
VALUE
SHARES ISSUE (NOTE 1A)
<C> <S> <C>
- --------------------------------------------------------------------------------
100,000 National Westminster Bank PLC $ 1,007,144
722,000 Panther Securities PLC 734,446
100,000 *Panther Securities PLC (Wts.) 9,318
420,000 *Premium Underwriting 792,514
777,099 RAP Group 1,876,672
5,791,666 Rhino Group 1,214,280
200,000 Sainsbury PLC 1,219,133
62,500 Securicor Group Cl. A 859,023
1,238,888 *Simon Engineering PLC 1,404,548
710,945 Sims Food Group PLC 386,443
400,000 *Tadpole Technology 475,229
1,653,979 Turbo Genset, Inc. Cl. A 1,029,573
30,900,000 *United Breweries PLC 839,804
7,500,000 *Upton & Southern Holdings PLC 349,433
750,000 *Upton & Southern Holdings PLC (Wts.) 11,648
300,000 Voyageur 358,751
1,890,400 *Waverley Mining Finance PLC 2,774,387
3,521,073 World Fluids Holdings PLC 205,063
100,000 *XCL 41,155
------------
Total Investments in the United Kingdom 41,705,702
- --------------------------------------------------------------------------------
ZAMBIA: 0.1%
180,000 *Zambia Consolidated Copper Cl. B 223,637
------------
Total Investments in Zambia 223,637
- --------------------------------------------------------------------------------
TOTAL COMMON STOCK
(Cost: $204,787,390)................................. 201,094,236
------------
- --------------------------------------------------------------------------------
CONVERTIBLE PREFERRED STOCK: 0.1%
- --------------------------------------------------------------------------------
UNITED KINGDOM: 0.1%
295,000 Upton & Southern Holdings Cvt. Pfd. 426,075
------------
TOTAL CONVERTIBLE PREFERRED STOCK (Cost: $456,233)... 426,075
------------
- --------------------------------------------------------------------------------
PREFERRED STOCK: 0.9%
- --------------------------------------------------------------------------------
BALTIC STATES: 0.3%
7,500 Baltic Republic Fund Pfd. 817,500
------------
Total Investments in Baltic States 817,500
- --------------------------------------------------------------------------------
GERMANY: 0.6%
800 Boss (Hugo) AG Pfd. 664,204
7,500 Fresenius AG Pfd. 711,049
400 Sander (Jil) AG Pfd. 295,573
------------
Total Investments in Germany......................... 1,670,826
------------
TOTAL PREFERRED STOCK
(Cost: $2,185,520)................................... 2,488,326
------------
- --------------------------------------------------------------------------------
</TABLE>
B-52
<PAGE>
METROPOLITAN SERIES FUND, INC.
SCHEDULE OF INVESTMENTS
- --------------------------------------------------------------------------------
INTERNATIONAL STOCK PORTFOLIO (CONTINUED)
DECEMBER 31, 1995
<TABLE>
- ------------------------------------------------------------------------------
<CAPTION>
FACE INTEREST MATURITY VALUE
AMOUNT ISSUE RATE DATE (NOTE 1A)
- ------------------------------------------------------------------------------
<C> <S> <C> <C> <C> <C>
CONVERTIBLE BONDS: 6.0%
- ------------------------------------------------------------------------------
France $ 56,566 AXA 4.500% 1/1/99 $ 40,222
Hong Kong 880,000 S Megga International 2.500% 1/4/02 598,400
Hong Kong 1,350,000 Sino Land Co. 5.000% 10/21/00 1,429,313
Japan 270,000,000 Hankyu Corp. 1.250% 9/30/98 2,650,969
Japan 6,610,000 Mitsubishi Bank 3.500% 3/31/04 6,919,844
Japan 3,300,000 NEC Corp. 1.000% 3/31/99 3,347,204
Malaysia 990,000 Aokam Perdana 3.500% 6/13/04 759,825
Thailand 2,795,000 NTS Steel Group 4.000% 12/16/08 1,383,525
Thailand 915,000 Tanayong Public 3.500% 3/01/04 645,075
------------
TOTAL CONVERTIBLE BONDS
(Cost: $16,553,767).................................. 17,774,377
------------
- ------------------------------------------------------------------------------
TOTAL INVESTMENTS: 74.6%
(Cost: $223,982,910)................................. 221,783,014
OTHER ASSETS LESS LIABILITIES: 25.4%................. 75,678,027
------------
TOTAL NET ASSETS: 100.0%............................. $297,461,041
============
- ------------------------------------------------------------------------------
</TABLE>
# Illiquid security.
* Non-income producing security.
See Notes to Financial Statements
B-53
<PAGE>
METROPOLITAN SERIES FUND, INC.
INDUSTRY DIVERSIFICATION
- --------------------------------------------------------------------------------
INTERNATIONAL STOCK PORTFOLIO
AS A PERCENTAGE OF TOTAL VALUE OF INVESTMENTS
<TABLE>
<S> <C>
Airlines................................................................... 0.4%
Automotive................................................................. 2.5
Banking.................................................................... 7.3
Beverages.................................................................. 2.8
Broadcasting & Publishing.................................................. 0.3
Building................................................................... 1.9
Building................................................................... 1.5
Business Services.......................................................... 2.5
Chemicals.................................................................. 2.7
Electrical Equipment....................................................... 5.8
Financial Services......................................................... 4.6
Foods...................................................................... 2.8
Health & Personal Care..................................................... 4.8
Industrial - Miscellaneous................................................. 1.9
Industrial - Miscellaneous................................................. 0.8
Insurance.................................................................. 3.9
Leisure.................................................................... 2.3
Machinery.................................................................. 4.8
Metals - Steel & Iron...................................................... 2.3
</TABLE>
<TABLE>
<S> <C>
Metals - Gold............................................................ 9.7%
Metals - Miscellaneous................................................... 3.2
Miscellaneous............................................................ 1.5
Miscellaneous Materials.................................................. 4.6
Office Equipment......................................................... 0.1
Offshore Funds & Investment Trusts....................................... 2.3
Oil - Domestic........................................................... 4.5
Oil - International...................................................... 0.4
Paper.................................................................... 0.2
Railroad................................................................. 2.5
Real Estate.............................................................. 3.1
Recreation............................................................... 1.5
Retail Trade............................................................. 4.6
Telecommunications....................................................... 0.4
Textiles & Apparel....................................................... 0.6
Transportation - Trucking................................................ 0.3
Utilities - Electric..................................................... 1.9
Utilities - Water........................................................ 0.5
Wholesale & International Trade.......................................... 2.2
-----
100.0%
=====
</TABLE>
See Notes to Financial Statements.
B-54
<PAGE>
[THIS PAGE INTENTIONALLY LEFT BLANK]
B-55
<PAGE>
METROPOLITAN SERIES FUND, INC.
FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
STATEMENTS OF ASSETS AND LIABILITIES
DECEMBER 31, 1995
<TABLE>
<CAPTION>
GROWTH INCOME
PORTFOLIO PORTFOLIO
-------------- ------------
ASSETS:
<S> <C> <C>
Investment, at value (Note 1A) (1)..... $1,096,327,264 $345,910,339
Cash................................... 950 541
Cash denominated in foreign currencies
(2)................................... -- --
Receivable for investment securities
sold.................................. 965,684 2,585,401
Receivable for fund shares sold........ 675,255 455,371
Receivable for dividends and interest.. 1,424,371 5,976,347
Unrealized appreciation on forward con-
tracts (Note 7)....................... -- 181,720
Other assets........................... 202 88,859
-------------- ------------
TOTAL ASSETS....................... 1,099,393,726 355,198,578
-------------- ------------
LIABILITIES:
Payable for capital stock repurchased.. 10,023 125
Payable for investment securities pur-
chased................................ 4,348,881 5,164,682
Accrued investment management fee (Note
3).................................... 229,442 73,160
Accrued and other liabilities.......... 54,783 47,583
-------------- ------------
TOTAL LIABILITIES.................. 4,643,129 5,285,550
-------------- ------------
$1,094,750,597 $349,913,028
============== ============
NET ASSETS:
Composition of Net Assets:
Paid-in-capital........................ 863,848,660 341,054,464
Undistributed (overdistributed) net in-
vestment income (loss)................ (108,976) 1,648,141
Net unrealized appreciation (deprecia-
tion)................................. 228,543,295 14,525,062
Accumulated net realized gain (loss) .. 2,467,618 (7,314,639)
-------------- ------------
NET ASSETS......................... $1,094,750,597 $349,913,028
============== ============
SHARES OUTSTANDING................. 39,717,503 27,489,851
============== ============
NET ASSET VALUE PER SHARE.......... $27.56 $12.73
============== ============
-------------------------------------------------------------------
Notes:
(1) Investments, at cost............... $867,783,969 $331,561,431
(2) Cost of foreign currency........... -- --
</TABLE>
See Notes to Financial Statements.
B-56
<PAGE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
MONEY AGGRESSIVE STOCK INTERNATIONAL
MARKET DIVERSIFIED GROWTH INDEX STOCK
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
- ----------- -------------- ------------ ------------ -------------
<S> <C> <C> <C> <C>
$40,219,899 $1,110,947,646 $930,656,825 $637,922,157 $221,783,014
79,322 650 827 55,596 14,199,155
-- -- -- -- 64,126,393
-- 4,187,691 46,082,605 1,308,104 311,281
60,629 886,839 4,050,173 572,660 505,735
115,565 8,988,955 747,964 1,256,334 323,621
-- 227,542 -- -- --
16 113,091 11,570 1,964 349,271
- ----------- -------------- ------------ ------------ ------------
40,475,431 1,125,352,414 981,549,964 641,116,815 301,598,470
- ----------- -------------- ------------ ------------ ------------
1,789 16,278 -- -- 3,679
-- 10,194,862 21,967,194 5,114,386 3,831,521
8,489 233,658 597,540 132,417 207,084
8,878 74,019 69,997 46,773 95,145
- ----------- -------------- ------------ ------------ ------------
19,156 10,518,817 22,634,731 5,293,576 4,137,429
- ----------- -------------- ------------ ------------ ------------
$40,456,275 $1,114,833,597 $958,915,233 $635,823,239 $297,461,041
=========== ============== ============ ============ ============
40,447,254 967,471,372 822,003,215 487,663,404 301,157,412
6,496 (4,529,347) (899,023) (22,936) (1,444,824)
-- 142,881,779 141,226,595 147,414,903 (6,426,580)
2,525 9,009,793 (3,415,554) 767,868 4,175,033
- ----------- -------------- ------------ ------------ ------------
$40,456,275 $1,114,833,597 $958,915,233 $635,823,239 $297,461,041
=========== ============== ============ ============ ============
3,873,237 69,897,402 37,072,220 34,253,993 24,201,993
=========== ============== ============ ============ ============
$10.45 $15.95 $25.87 $18.56 $12.29
=========== ============== ============ ============ ============
- -----------------------------------------------------------------------------
$40,219,899 $968,287,170 $789,430,230 $490,507,254 $223,982,910
-- -- -- -- 68,429,624
</TABLE>
B-57
<PAGE>
METROPOLITAN SERIES FUND, INC.
FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
GROWTH INCOME
PORTFOLIO PORTFOLIO
------------ -----------
<S> <C> <C>
INVESTMENT Interest (Note 1B)....................... $1,581,723 $22,553,470
INCOME: Dividends (Note 1B) ....................... 14,557,479 --
------------ -----------
Total investment income, net of with-
holding taxes (1)..................... 16,139,202 22,553,470
------------ -----------
EXPENSES:
Investment management fee ................. 2,282,444 767,157
Printing and distribution fees............. 278,633 98,302
Custodian and transfer agent fees.......... 161,071 134,012
Director's fees ........................... 16,790 16,790
Other operating expenses .................. 44,829 31,351
------------ -----------
Total expenses ........................ 2,783,767 1,047,612
------------ -----------
NET INVESTMENT INCOME (LOSS)........... 13,355,435 21,505,858
------------ -----------
Investments................................ 35,869,486 5,020,069
NET Foreign currency transactions ............. -- 594,284
REALIZED
GAIN ------------ -----------
(LOSS) NET REALIZED GAIN ..................... 35,869,486 5,614,353
ON:
------------ -----------
NET
UNREALIZED
APPRECIATION
(DEPRECIATION):
Beginning of period investments and foreign
currency holdings (Note 4) (Note 7)....... 21,683,841 (12,738,617)
End of period investments and foreign cur-
rency holdings (Note 4) (Note 7) ......... 228,543,295 14,525,062
------------ -----------
NET UNREALIZED APPRECIATION (DEPRECIA-
TION)................................. 206,859,454 27,263,679
------------ -----------
NET INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS ...................... $256,084,375 $54,383,890
============ ===========
-------------------------------------------------------------------
Notes:
(1) Withholding taxes...................... $145,698 $17,167
</TABLE>
See Notes to Financial Statements.
B-58
<PAGE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
MONEY AGGRESSIVE STOCK INTERNATIONAL
MARKET DIVERSIFIED GROWTH INDEX STOCK
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
---------- ------------ ------------ ------------ -------------
<S> <C> <C> <C> <C>
$2,455,880 $32,460,473 $2,660,653 $228,617 $331,446
-- 8,774,313 3,163,544 12,034,799 2,976,332
---------- ------------ ------------ ------------ ----------
2,455,880 41,234,786 5,824,197 12,263,416 3,307,778
---------- ------------ ------------ ------------ ----------
104,346 2,431,711 5,824,030 1,202,788 2,035,593
13,720 310,108 240,740 144,249 156,231
44,443 250,035 164,662 146,252 503,531
16,790 16,790 16,790 16,790 16,790
24,891 44,160 43,372 36,320 30,840
---------- ------------ ------------ ------------ ----------
204,190 3,052,804 6,289,594 1,546,399 2,742,985
---------- ------------ ------------ ------------ ----------
2,251,690 38,181,982 (465,397) 10,717,017 564,793
---------- ------------ ------------ ------------ ----------
161 34,881,053 96,911,708 3,287,091 (7,148,124)
-- 819,761 -- -- 11,651,709
---------- ------------ ------------ ------------ ----------
161 35,700,814 96,911,708 3,287,091 4,503,585
---------- ------------ ------------ ------------ ----------
-- (13,077,784) 54,191,810 14,557,357 (4,241,184)
-- 142,881,779 141,226,595 147,414,903 (6,426,580)
---------- ------------ ------------ ------------ ----------
-- 155,959,563 87,034,785 132,857,546 (2,185,396)
---------- ------------ ------------ ------------ ----------
$2,251,851 $229,842,359 $183,481,096 $146,861,654 $2,882,982
========== ============ ============ ============ ==========
- ---------------------------------------------------------------------------------
-- $123,603 $107,147 $74,220 $402,016
</TABLE>
B-59
<PAGE>
METROPOLITAN SERIES FUND, INC.
FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
GROWTH INCOME MONEY MARKET
PORTFOLIO PORTFOLIO PORTFOLIO
---------------------------- -------------------------- --------------------------
INCREASE (DECREASE) IN NET ASSETS FROM:
FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR
ENDED ENDED ENDED ENDED ENDED ENDED
OPERATIONS: DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1995 1994 1995 1994 1995 1994
-------------- ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Net investment income
(loss)................. $13,355,435 $10,056,040 $21,505,858 $20,598,703 $2,251,690 $1,511,945
Net realized gain (loss)
from investment and
foreign currency
transactions........... 35,869,486 19,583,700 5,614,353 (14,615,349) 161 289
Unrealized appreciation
(depreciation) of
investments and foreign
currency holdings...... 206,859,454 (54,777,145) 27,263,679 (15,925,405) -- --
-------------- ------------ ------------ ------------ ----------- -----------
Net increase (decrease)
in net assets resulting
from operations........ 256,084,375 (25,137,405) 54,383,890 (9,942,051) 2,251,851 1,512,234
-------------- ------------ ------------ ------------ ----------- -----------
DISTRIBUTIONS TO
SHAREHOLDERS:
Net investment income... (13,305,066) (10,033,000) (20,532,059) (19,778,000) (2,251,639) (1,495,000)
Net realized gain from
investment
transactions........... (40,353,389) (13,173,038) -- -- (289) --
-------------- ------------ ------------ ------------ ----------- -----------
Total Distributions
(Note 6)............... (53,658,455) (23,206,038) (20,532,059) (19,778,000) (2,251,928) (1,495,000)
-------------- ------------ ------------ ------------ ----------- -----------
CAPITAL SHARE
TRANSACTIONS:
Net proceeds from sale
of shares.............. 103,922,730 142,725,802 44,596,378 31,064,352 21,703,650 14,031,251
Net asset value of
shares issued to
shareholders in
reinvestment of
distributions.......... 53,658,455 23,206,038 20,532,059 19,778,000 2,251,928 1,495,000
Shares redeemed......... (11,689,626) (11,568,136) (24,725,915) (45,439,146) (23,460,524) (19,903,197)
Substitutions (Note 8).. -- -- -- -- -- --
-------------- ------------ ------------ ------------ ----------- -----------
Net Capital Stock
Transactions (Note 5).. 145,891,559 154,363,704 40,402,522 5,403,206 495,054 (4,376,946)
-------------- ------------ ------------ ------------ ----------- -----------
NET INCREASE (DECREASE)
IN NET ASSETS.......... 348,317,479 106,020,261 74,254,353 (24,316,845) 494,977 (4,359,712)
NET ASSETS: Beginning of
period................. 746,433,118 640,412,857 275,658,675 299,975,520 39,961,298 44,321,010
-------------- ------------ ------------ ------------ ----------- -----------
NET ASSETS: End of
period................. $1,094,750,597 $746,433,118 $349,913,028 $275,658,675 $40,456,275 $39,961,298
============== ============ ============ ============ =========== ===========
</TABLE>
---------------------------------------------------------------------
See Notes to Financial Statements.
B-60
<PAGE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
DIVERSIFIED AGGRESSIVE GROWTH STOCK INDEX INTERNATIONAL STOCK
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
- ---------------------------- -------------------------- -------------------------- --------------------------
FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR
ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1995 1994 1995 1994 1995 1994 1995 1994
------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
$38,181,982 $31,661,634 ($465,397) $1,181,813 $10,717,017 $8,084,285 $564,793 $188,980
35,700,814 (1,563,771) 96,911,708 (11,669,134) 3,287,091 2,120,555 4,503,585 12,953,108
155,959,563 (59,099,242) 87,034,785 3,037,483 132,857,546 (5,577,832) (2,185,396) (13,777,142)
- -------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------
229,842,359 (29,001,379) 183,481,096 (7,449,838) 146,861,654 4,627,008 2,882,982 (635,054)
- -------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------
(38,212,420) (31,965,725) -- (1,216,000) (10,707,245) (7,987,000) (931,206) (27,000)
(31,703,894) (4,236,080) (89,053,728) (210,244) (3,203,702) (4,959,963) (1,728,334) (13,395,442)
- -------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------
(69,916,314) (36,201,805) (89,053,728) (1,426,244) (13,910,947) (12,946,963) (2,659,540) (13,422,442)
- -------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------
65,067,419 178,226,077 211,278,782 225,182,181 132,769,445 86,148,938 47,009,355 168,836,697
69,916,314 36,201,806 89,053,728 1,426,245 13,910,947 12,946,963 2,659,540 13,422,442
(72,901,909) (41,157,082) (25,891,494) (15,634,001) (6,808,814) (10,475,425) (25,383,675) (16,030,074)
-- 40,960,412 -- -- -- -- -- --
- -------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------
62,081,824 214,231,213 274,441,016 210,974,425 139,871,578 88,620,476 24,285,220 166,229,065
- -------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------
222,007,869 149,028,029 368,868,384 202,098,343 272,822,285 80,300,521 24,508,662 152,171,569
892,825,728 743,797,699 590,046,849 387,948,506 363,000,954 282,700,433 272,952,379 120,780,810
- -------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------
$1,114,833,597 $892,825,728 $958,915,233 $590,046,849 $635,823,239 $363,000,954 $297,461,041 $272,952,379
============== ============ ============ ============ ============ ============ ============ ============
</TABLE>
- --------------------------------------------------------------------------------
B-61
<PAGE>
METROPOLITAN SERIES FUND, INC.
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
<TABLE>
<CAPTION>
GROWTH PORTFOLIO
----------------------------------------------
YEAR ENDED DECEMBER 31,
----------------------------------------------
1995 1994 1993 1992 1991
- ---------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE: Begin-
ning of period.......... $21.81 $23.27 $21.72 $21.56 $17.20
- ---------------------------------------------------------------------------
Investment Operations:
---------------------
Net investment income... .35 .30 .28 .34 .41
Net realized and
unrealized gain
(loss)................. 6.83 (1.06) 3.24 2.13 5.39
---------- -------- -------- -------- --------
Total From Investment
Operations........... 7.18 (.76) 3.52 2.47 5.80
---------- -------- -------- -------- --------
Less Distributions:
------------------
Dividends from net in-
vestment income........ (.35) (.30) (.28) (.29) (.42)
Distributions from net
realized capital
gains.................. (1.08) (.40) (1.69) (2.02) (1.02)
---------- -------- -------- -------- --------
Total Distributions... (1.43) (.70) (1.97) (2.31) (1.44)
---------- -------- -------- -------- --------
- ---------------------------------------------------------------------------
NET ASSET VALUE: End of
period.................. $27.56 $21.81 $23.27 $21.72 $21.56
- ---------------------------------------------------------------------------
Total Return............ 33.14% (3.25)% 14.40% 11.56% 33.09%
Supplemental
------------
Data/Significant Ratios:
-----------------------
Net assets at end of pe-
riod (000's)........... $1,094,751 $746,433 $640,413 $351,028 $232,160
Operating expenses to
average net assets..... 0.31% 0.32% 0.28% 0.25% 0.25%
Net investment income to
average net assets..... 1.46% 1.40% 1.19% 1.52% 2.04%
Portfolio turnover (1).. 42.52% 57.27% 66.27% 63.74% 62.29%
</TABLE>
- -------------------------------------------------------------------------------
Notes:
Total return information shown in the Financial Highlights tables does not
reflect expenses that apply at the separate acount level or to related
insurance products. Inclusion of these charges would reduce the total return
figures for all periods shown.
(1) The lesser of purchases or sales of portfolio securities for a period,
divided by the monthly average of the market value of portfolio securities
owned during the period. Securities with a maturity or expiration date at the
time of acquisition of one year or less are excluded from the calculation.
Purchases and sales of securities (excluding short-term securities) for the
year ended December 31, 1995 amounted to $489,702,902 and $377,323,949,
respectively.
See Notes to Financial Statements.
B-62
<PAGE>
METROPOLITAN SERIES FUND, INC.
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
<TABLE>
<CAPTION>
INCOME PORTFOLIO
-----------------------------------------------
YEAR ENDED DECEMBER 31,
-----------------------------------------------
1995 1994 1993 1992 1991
-----------------------------------------------
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE: Beginning
of period.................. $11.32 $12.59 $12.22 $12.32 $11.16
- -------------------------------------------------------------------------------
Investment Operations:
----------------------
Net investment income...... .83 .91 .83 .90 .94
Net realized and unrealized
gain (loss)............... 1.38 (1.31) .86 (.05) 1.14
-------- -------- -------- -------- -------
Total From Investment Op-
erations................ 2.21 (.40) 1.69 .85 2.08
-------- -------- -------- -------- -------
Less Distributions:
-------------------
Dividends from net invest-
ment income............... (.80) (.87) (.88) (.71) (.92)
Distributions from net re-
alized capital gains...... -- -- (.44) (.24) --
-------- -------- -------- -------- -------
Total Distributions...... (.80) (.87) (1.32) (.95) (.92)
-------- -------- -------- -------- -------
- -------------------------------------------------------------------------------
NET ASSET VALUE: End of pe-
riod....................... $12.73 $11.32 $12.59 $12.22 $12.32
- -------------------------------------------------------------------------------
Total Return............... 19.55% (3.15)% 11.36% 6.91% 17.31%
Supplemental
------------
Data/Significant Ratios:
------------------------
Net assets at end of period
(000's)................... $349,913 $275,659 $299,976 $156,245 $87,412
Operating expenses to aver-
age net assets............ 0.34% 0.35% 0.32% 0.25% 0.25%
Net investment income to
average net assets........ 7.01% 7.02% 6.39% 7.16% 7.61%
Portfolio turnover (1)..... 102.88% 141.15% 136.98% 151.74% 78.87%
</TABLE>
- --------------------------------------------------------------------------------
Notes:
Total return information shown in the Financial Highlights tables does not
reflect expenses that apply at the separate acount level or to related
insurance products. Inclusion of these charges would reduce the total return
figures for all periods shown.
(1) The lesser of purchases or sales of portfolio securities for a period,
divided by the monthly average of the market value of portfolio securities
owned during the period. Securities with a maturity or expiration date at the
time of acquisition of one year or less are excluded from the calculation.
Purchases and sales of securities (excluding short-term securities) for the
year ended December 31, 1995 amounted to $332,005,213 and $299,203,930,
respectively.
See Notes to Financial Statements.
B-63
<PAGE>
METROPOLITAN SERIES FUND, INC.
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
<TABLE>
<CAPTION>
MONEY MARKET PORTFOLIO
-------------------------------------------
YEAR ENDED DECEMBER 31,
-------------------------------------------
1995 1994 1993 1992 1991
-------------------------------------------
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE: Beginning of
period......................... $10.48 $10.49 $10.52 $10.59 $10.67
- -------------------------------------------------------------------------------
Investment Operations:
----------------------
Net investment income.......... .59 .40 .28 .39 .57
------- ------- ------- ------- -------
Total From Investment Opera-
tions....................... .59 .40 .28 .39 .57
------- ------- ------- ------- -------
Less Distributions:
-------------------
Dividends from net investment
income........................ (.62) (.41) (.31) (.46) (.65)
------- ------- ------- ------- -------
Total Distributions.......... (.62) (.41) (.31) (.46) (.65)
------- ------- ------- ------- -------
- -------------------------------------------------------------------------------
NET ASSET VALUE: End of period.. $10.45 $10.48 $10.49 $10.52 $10.59
- -------------------------------------------------------------------------------
Total Return................... 5.59% 3.85% 2.90% 3.73% 6.10%
Supplemental Data/Significant
-----------------------------
Ratios:
-------
Net assets at end of period
(000's)....................... $40,456 $39,961 $44,321 $55,412 $70,946
Operating expenses to average
net assets.................... 0.49% 0.44% 0.38% 0.25% 0.25%
Net investment income to aver-
age net assets................ 5.39% 3.76% 2.85% 3.68% 5.93%
Portfolio turnover............. N/A N/A N/A N/A N/A
</TABLE>
- --------------------------------------------------------------------------------
Notes:
Total return information shown in the Financial Highlights tables does not
reflect expenses that apply at the separate account level or to related
insurance products. Inclusion of these charges would reduce the total return
figures for all periods shown.
See Notes to Financial Statements.
B-64
<PAGE>
METROPOLITAN SERIES FUND, INC.
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
<TABLE>
<CAPTION>
DIVERSIFIED PORTFOLIO
--------------------------------------------------
YEAR ENDED DECEMBER 31,
--------------------------------------------------
1995 1994 1993 1992 1991
--------------------------------------------------
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE: Begin-
ning of period.......... $13.40 $14.41 $13.58 $13.61 $11.47
- -------------------------------------------------------------------------------
Investment Operations:
----------------------
Net investment income... .59 .51 .46 .53 .62
Net realized and
unrealized gain
(loss)................. 3.02 (.95) 1.58 .74 2.23
---------- -------- -------- -------- --------
Total From Investment
Operations........... 3.61 (.44) 2.04 1.27 2.85
---------- -------- -------- -------- --------
Less Distributions:
-------------------
Dividends from net in-
vestment income........ (.58) (.50) (.54) (.55) (.62)
Distributions from net
realized capital
gains.................. (.48) (.07) (.67) (.75) (.09)
---------- -------- -------- -------- --------
Total Distributions... (1.06) (.57) (1.21) (1.30) (.71)
---------- -------- -------- -------- --------
- -------------------------------------------------------------------------------
NET ASSET VALUE: End of
period.................. $15.95 $13.40 $14.41 $13.58 $13.61
- -------------------------------------------------------------------------------
Total Return............ 27.03% (3.06)% 12.75% 9.48% 24.84%
Supplemental
------------
Data/Significant Ratios:
------------------------
Net assets at end of pe-
riod (000's)........... $1,114,834 $892,826 $743,798 $334,480 $232,276
Operating expenses to
average net assets..... 0.31% 0.32% 0.29% 0.25% 0.25%
Net investment income to
average net assets..... 3.92% 3.66% 3.16% 3.85% 4.94%
Portfolio turnover (1).. 79.29% 96.49% 95.84% 114.67% 70.56%
</TABLE>
- --------------------------------------------------------------------------------
Notes:
Total return information shown in the Financial Highlights tables does not
reflect expenses that apply at the separate acount level or to related
insurance products. Inclusion of these charges would reduce the total return
figures for all periods shown.
(1) The lesser of purchases or sales of portfolio securities for a period,
divided by the monthly average of the market value of portfolio securities
owned during the period. Securities with a maturity or expiration date at the
time of acquisition of one year or less are excluded from the calculation.
Purchases and sales of securities (excluding short-term securities) for the
year ended December 31, 1995 amounted to $762,472,356 and $745,575,956,
respectively.
See Notes to Financial Statements.
B-65
<PAGE>
METROPOLITAN SERIES FUND, INC.
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
<TABLE>
<CAPTION>
AGGRESSIVE GROWTH PORTFOLIO
-------------------------------------------
YEAR ENDED DECEMBER 31,
-------------------------------------------
1995 1994 1993 1992 1991
-------------------------------------------
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE: Beginning of
period......................... $22.05 $22.54 $19.52 $18.11 $10.95
- -------------------------------------------------------------------------------
Investment Operations:
----------------------
Net investment income (loss)... (.01) .05 .04 .08 .06
Net realized and unrealized
gain (loss)................... 6.50 (.48) 5.06 1.77 7.25
-------- -------- -------- -------- -------
Total From Investment Opera-
tions....................... 6.49 (.43) 5.10 1.85 7.31
-------- -------- -------- -------- -------
Less Distributions:
-------------------
Dividends from net investment
income........................ -- (.05) (.06) (.10) (.07)
Distributions from net realized
capital gains................. (2.67) (.01) (2.02) (.34) (.08)
-------- -------- -------- -------- -------
Total Distributions.......... (2.67) (.06) (2.08) (.44) (.15)
-------- -------- -------- -------- -------
- -------------------------------------------------------------------------------
NET ASSET VALUE: End of period.. $25.87 $22.05 $22.54 $19.52 $18.11
- -------------------------------------------------------------------------------
Total Return................... 29.50% (1.88)% 22.63% 10.39% 66.41%
Supplemental Data/Significant
-----------------------------
Ratios:
-------
Net assets at end of period
(000's)....................... $958,915 $590,047 $387,949 $129,249 $45,858
Operating expenses to average
net assets.................... 0.81% 0.82% 0.79% 0.75% 0.75%
Net investment income (loss) to
average net assets............ (0.06%) 0.24% 0.18% 0.46% 0.45%
Portfolio turnover (1)......... 255.83% 186.52% 120.82% 100.95% 146.12%
</TABLE>
- --------------------------------------------------------------------------------
Notes:
Total return information shown in the Financial Highlights tables does not
reflect expenses that apply at the separate account level or to related
insurance products. Inclusion of these charges would reduce the total return
figures for all periods shown.
(1) The lesser of purchases or sales of portfolio securities for a period,
divided by the monthly average of the market value of portfolio securities
owned during the period. Securities with a maturity or expiration date at the
time of acquisition of one year or less are excluded from the calculation.
Purchases and sales of securities (excluding short-term securities) for the
year ended December 31, 1995 amounted to $2,021,984,610 and $1,889,874,185,
respectively.
See Notes to Financial Statements.
B-66
<PAGE>
METROPOLITAN SERIES FUND, INC.
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
<TABLE>
<CAPTION>
STOCK INDEX PORTFOLIO
-------------------------------------------
YEAR ENDED DECEMBER 31,
-------------------------------------------
1995 1994 1993 1992 1991
-------------------------------------------
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE: Beginning of
period......................... $13.87 $14.25 $13.27 $12.76 $9.96
- -------------------------------------------------------------------------------
Investment Operations:
----------------------
Net investment income.......... .32 .33 .35 .36 .35
Net realized and unrealized
gain (loss)................... 4.79 (.17) .98 .60 2.82
-------- -------- -------- -------- -------
Total From Investment Opera-
tions....................... 5.11 .16 1.33 .96 3.17
-------- -------- -------- -------- -------
Less Distributions:
-------------------
Dividends from net investment
income........................ (.32) (.32) (.35) (.26) (.37)
Distributions from net realized
capital gains................. (.10) (.22) -- (.19) --
-------- -------- -------- -------- -------
Total Distributions.......... (.42) (.54) (.35) (.45) (.37)
-------- -------- -------- -------- -------
- -------------------------------------------------------------------------------
NET ASSET VALUE: End of period.. $18.56 $13.87 $14.25 $13.27 $12.76
- -------------------------------------------------------------------------------
Total Return................... 36.87% 1.18% 9.54% 7.44% 29.76%
Supplemental Data/Significant
-----------------------------
Ratios:
-------
Net assets at end of period
(000's)....................... $635,823 $363,001 $282,700 $144,692 $54,183
Operating expenses to average
net assets.................... 0.32% 0.33% 0.32% 0.25% 0.24%
Net investment income to aver-
age net assets................ 2.22% 2.51% 2.51% 2.74% 2.98%
Portfolio turnover (1)......... 6.35% 6.66% 13.99% 17.54% 1.18%
</TABLE>
- --------------------------------------------------------------------------------
Notes:
Total return information shown in the Financial Highlights tables does not
reflect expenses that apply at the separate account level or to related
insurance products. Inclusion of these charges would reduce the total return
figures for all periods shown.
(1) The lesser of purchases or sales of portfolio securities for a period,
divided by the monthly average of the market value of portfolio securities
owned during the period. Securities with a maturity or expiration date at the
time of acquisition of one year or less are excluded from the calculation.
Purchases and sales of securities (excluding short-term securities) for the
year ended December 31, 1995 amounted to $176,294,937 and $30,311,462,
respectively.
See Notes to Financial Statements.
B-67
<PAGE>
METROPOLITAN SERIES FUND, INC.
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
<TABLE>
<CAPTION>
INTERNATIONAL STOCK PORTFOLIO
-----------------------------------------------------
FOR THE PERIOD
YEAR ENDED DECEMBER 31, MAY 1, 1991
----------------------------------- TO
1995 1994 1993 1992 DECEMBER 31, 1991
-----------------------------------------------------
- ---------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE: Begin-
ning of period......... $12.30 $12.33 $8.63 $9.71 $10.00
- ---------------------------------------------------------------------------------
Investment Operations:
----------------------
Net investment income.. .03 .08 .02 .05 .05
Net realized and
unrealized gain
(loss)................ .07 .54 4.52 (1.04) (.20)
-------- -------- -------- -------- --------
Total From Investment
Operations.......... .10 .62 4.54 (.99) (.15)
-------- -------- -------- -------- --------
Less Distributions:
-------------------
Dividends from net in-
vestment income....... (.04) -- (.26) (.09) (.14)
Distributions from net
realized capital
gains................. (.07) (.65) (.58) -- --
-------- -------- -------- -------- --------
Total Distributions.. (.11) (.65) (.84) (.09) (.14)
-------- -------- -------- -------- --------
- ---------------------------------------------------------------------------------
NET ASSET VALUE: End of
period................. $12.29 $12.30 $12.33 $8.63 $9.71
- ---------------------------------------------------------------------------------
Total Return........... 0.84% 5.08% 47.76% (10.21)% (1.55)%
Supplemental
------------
Data/Significant Ra-
--------------------
tios:
-----
Net assets at end of
period (000's)........ $297,461 $272,952 $120,781 $18,998 $10,809
Net expenses to average
net assets (Note 3)... 1.01% 1.04% 1.14% 0.97% 0.97% (2)
Operating expenses to
average net assets be-
fore voluntary expense
reimbursements (Note
3).................... N/A N/A 1.15% N/A N/A
Net investment income
to average net as-
sets.................. 0.21% 0.08% 0.15% 0.89% 1.01% (2)
Net investment income
to average net assets
before voluntary ex-
pense reimbursements
(Note 3).............. N/A N/A 0.15% N/A N/A
Portfolio turnover
(1)................... 86.24% 65.84% 88.90% 65.09% 29.41%
</TABLE>
- --------------------------------------------------------------------------------
Notes:
Total return information shown in the Financial Highlights tables does not
reflect expenses that apply at the separate account level or to related
insurance products. Inclusion of these charges would reduce the total return
figures for all periods shown.
(1) The lesser of purchases or sales of portfolio securities for a period,
divided by the monthly average of the market value of portfolio securities
owned during the period. Securities with a maturity or expiration date at the
time of acquisition of one year or less are excluded from the calculation.
Purchases and sales of securities (excluding short-term securities) for the
year ended December 31, 1995 amounted to $229,872,910 and $261,521,471,
respectively.
(2) Ratios have been determined on annualized operating results for the
period. Twelve-months results may be different.
See Notes to Financial Statements.
B-68
<PAGE>
METROPOLITAN SERIES FUND, INC.
NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1995
- -------------------------------------------------------------------------------
1. SIGNIFICANT The Metropolitan Series Fund, Inc. ("Fund") is registered
ACCOUNTING under the Investment Company Act of 1940 as a diversified
POLICIES open end investment company. The following is a summary of
significant accounting policies consistently followed by the
Fund in the preparation of its financial statements. The
policies are in conformity with generally accepted
accounting principles.
------------------------------------------------------------
A. INVESTMENT SECURITY VALUATION: Portfolio securities that are
traded on stock exchanges are valued at the last price as of
the close of business on the day the securities are being
valued, or, lacking any sales, at the mean between closing
bid and asked prices. Securities traded in the over-the-
counter market are valued at the mean between the bid and
asked prices or yield equivalent as obtained from two or
more dealers that make markets in the securities. Portfolio
securities that are traded in both the over-the-counter
market and on a stock exchange are valued according to the
broadest and most representative market, and it is expected
that for debt securities this ordinarily will be the over-
the-counter market. The estimated fair value of equity and
debt investments are based on the quoted market price as of
December 31, 1995. Securities for which market quotations
are not readily available are valued at fair value as
determined in good faith by or under the direction of the
Board of Directors of the Fund, including valuations
furnished by a pricing service retained for this purpose.
The market values of foreign securities are recorded after
translation to U.S. dollars, based on the exchange rate at
the end of the period.
Short-term debt securities in all Portfolios, except the
Money Market Portfolio, with sixty days or less remaining to
maturity are valued at amortized cost, which approximates
fair value. Short-term investments in these Portfolios
maturing more than sixty days from the valuation date are
valued at fair value based on the most recent bid price or
yield equivalent as obtained from dealers that make markets
in such securities. Portfolio securities in the Money Market
Portfolio are valued at amortized cost, which approximates
fair value.
------------------------------------------------------------
B. INVESTMENT SECURITY TRANSACTIONS: Security transactions are
recorded on the trade date. Securities denominated in
foreign currencies are translated at exchange rates
prevailing on the respective dates traded. Dividend income
is recorded on the ex-dividend date or, for certain foreign
securities, when notified; interest income is accrued as
earned. Transactions denominated in foreign currencies are
recorded at the rate prevailing when earned or incurred.
Realized gains and losses are determined on the identified
cost basis. Asset and liability accounts that are
denominated in foreign currencies are adjusted to reflect
current exchange rates prevailing on the respective dates
traded. Dividend income is recorded on the ex-dividend date
or, for certain foreign securities, when notified; interest
income is accrued as earned. Transactions denominated in
foreign currencies are recorded at the rate prevailing when
earned or incurred. Realized gains and losses are determined
on the identified cost basis. Asset and liability accounts
that are denominated in foreign currencies are adjusted to
reflect current exchange rates.
------------------------------------------------------------
C. FEDERAL INCOME TAXES: It is the Fund's policy to comply with
the requirements of the Internal Revenue Code and
regulations thereunder applicable to regulated investment
companies and to distribute all of its taxable income to
shareholders. Therefore, no Federal income tax provision is
required. At December 31, 1995, the Income Portfolio had
available for federal income tax purposes an unused capital
loss carryover of approximately $4,800,000 which will expire
on December 31, 2002.
------------------------------------------------------------
D. RETURN OF CAPITAL DISTRIBUTIONS: The Fund distributes all of
its taxable income, both net realized gains and net
investment income, to shareholders. Effective January 1,
1994 the Fund adopted Statement of Position 93-2:
Determination, Disclosure, and Financial Statement
Presentation of Income, Capital Gain, and Return of Capital
Distributions by Investment Companies. As a result, the Fund
changed the classification of distributions to shareholders
to better disclose the differences between financial
statement amounts and distributions determined in accordance
with income tax regulations.
------------------------------------------------------------
E. FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS: A forward
foreign currency exchange contract is an agreement between
two parties to buy or sell a specific currency for a set
price on a future date. The Fund may enter into forward
foreign currency exchange contracts to hedge security
transactions or holdings denominated in a foreign currency.
Should foreign currency exchange rates move unexpectedly,
the Fund may not achieve the anticipated benefits of the
forward foreign currency exchange contracts and may realize
a loss. The use of forward foreign currency exchange
contracts involves the risk of imperfect correlation in
movements in the price of the underlying hedged assets and
foreign currency exchange rates. During the period that a
contract is open, changes in the value of the contract are
recognized as an unrealized gain or loss by "marking to
market" on a daily basis. A realized gain or loss will be
recognized when a contract is completed or cancelled.
-----------------------------------------------------------
F. ESTIMATES AND ASSUMPTIONS: The preparation of financial
statements in conformity with generally accepted accounting
principles requires management to make estimates and
assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and
liabilities as of the date of the financial statements and
the reported amounts of income and expenses during the
reporting period. Actual results could differ from those
estimates.
- -------------------------------------------------------------------------------
2. RESTRICTED The Income Portfolio holds two securities, the Diversified
AND Portfolio holds two securities, and the Aggressive Growth
ILLIQUID Portfolio holds three securities that were purchased in
SECURITIES private placement transactions. These securities may be
resold in transactions exempt from registration or to the
public if the securities are registered. The sale of these
securities may involve lengthy negotiations and additional
expenses. These constraints may affect the security's
marketability, and therefore hinder prompt disposal at an
acceptable price. The Fund intends to invest no more than
15% of net assets in illiquid and restricted securities,
except for the Money Market Portfolio where the restriction
is 10% of net assets. Restricted securities (including Rule
144A issues) held at December 31, 1995 are footnoted at the
end of each applicable Portfolio's schedule of investments.
- -------------------------------------------------------------------------------
B-69
<PAGE>
METROPOLITAN SERIES FUND, INC.
NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1995 - (CONTINUED)
- -------------------------------------------------------------------------------
3. EXPENSES The Fund has entered into investment management agreements
with Metropolitan Life. For providing investment management
services to the Fund, Metropolitan Life receives monthly
compensation at the annual rate of 0.25% of the average
daily value of the aggregate net assets of each of the
Portfolios except the Aggressive Growth Portfolio and the
International Stock Portfolio; and 0.75% of the average
daily value of the aggregrate net assets of the Aggressive
Growth Portfolio and the International Stock Portfolio. The
Fund and Metropolitan Life have entered into sub-investment
management agreements with State Street Research &
Management Company ("State Street Research"), a wholly-owned
subsidiary of Metropolitan Life. The agreements provide for
the compensation to State Street Research for the management
of the Growth, Income, Diversified, and Aggressive Growth
Portfolios. The Fund and Metropolitan Life have entered into
a separate sub-investment management agreement with GFM
International Investors Limited ("GFM"), a subsidiary of
Metropolitan Life, for the International Stock Portfolio.
This agreement provides for the compensation to GFM for the
management of the International Stock Portfolio.
Prior to May 16, 1993, Metropolitan Life was obligated to
pay all expenses of each Portfolio of the Fund other than
the investment management fees payable to Metropolitan Life,
brokerage commissions on portfolio transactions (including
any other direct costs related to the acquisition,
disposition, lending or borrowing of portfolio investments),
taxes payable by the Fund, interest and any other costs
related to borrowings by the Fund, and any extraordinary or
non-recurring expenses (such as legal claims and liabilities
and litigation costs and any indemnification related
thereto). Since that date, the Fund has been obligated to
pay all of its own expenses. However, Metropolitan Life
reserves the right, in its sole discretion, to pay all or a
portion of the expenses of the Fund or any of its
Portfolios, and to terminate such voluntary payment at any
time upon notice to the Board of Directors and shareholders
of the Fund.
- -------------------------------------------------------------------------------
4. NET As of December 31, 1995, gross unrealized appreciation and
UNREALIZED depreciation of investments were as follows:
APPRECIATION
(DEPRECIATION)
<TABLE>
<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
Appreciation........... $243,957,065 $15,654,349 $155,713,435 $161,800,842 $156,142,805 $27,656,024
Gross Unrealized
(Depreciation)......... (15,413,770) (1,305,441) (13,052,959) (20,574,247) (8,727,902) (29,855,920)
------------ ------------ ------------ ------------ ------------ ------------
Net Unrealized
Appreciation
(Depreciation) of
investments *.......... $228,543,295 $14,348,908 $142,660,476 $141,226,595 $147,414,903 ($2,199,896)
============ ============ ============ ============ ============ ============
Aggregate Cost of
Securities (including
short-term
securities)............ $867,783,969 $331,561,431 $968,287,170 $789,430,230 $490,507,254 $223,982,910
============ ============ ============ ============ ============ ============
</TABLE>
*Does not include unrealized gain of $176,154 for the Income
Portfolio, unrealized gain of $221,303 for the Diversified
Portfolio, and unrealized (loss) of ($4,226,684) for the
International Stock Portfolio related to foreign currency
translation (see Note 7.)
- -------------------------------------------------------------------------------
B-70
<PAGE>
METROPOLITAN SERIES FUND, INC.
NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1995 - (CONTINUED)
- -------------------------------------------------------------------------------
5. CAPITAL At December 31, 1995, there were 1,000,000,000 shares of
STOCK $0.01 par value common stock authorized for the Fund. The
ACTIVITY shares of common stock are divided into seven series: Growth
Portfolio, Income Portfolio, Money Market Portfolio,
Diversified Portfolio, Aggressive Growth Portfolio, Stock
Index Portfolio, and International Stock Portfolio.
Transaction in shares were as follows:
<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31, 1995
------------------------------------------------------------------------------------
MONEY AGGRESSIVE STOCK INTERNATIONAL
GROWTH INCOME MARKET DIVERSIFIED GROWTH INDEX STOCK
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
--------- ---------- ---------- ----------- ---------- --------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Shares sold............. 3,995,252 3,424,849 2,020,415 4,105,431 7,831,991 7,780,504 3,922,512
Shares issued to
shareholders in
reinvestment of
dividends.............. 1,993,094 1,749,670 215,689 4,396,902 3,482,172 758,045 217,469
--------- ---------- ---------- ---------- ---------- --------- ----------
Total.................. 5,988,346 5,174,519 2,236,104 8,502,333 11,314,163 8,538,549 4,139,981
Shares redeemed......... (492,914) (2,039,460) (2,175,933) (5,238,484) (996,028) (452,967) (2,129,704)
--------- ---------- ---------- ---------- ---------- --------- ----------
Net increase............ 5,495,432 3,135,059 60,171 3,263,849 10,318,135 8,085,582 2,010,277
========= ========== ========== ========== ========== ========= ==========
</TABLE>
<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>
- -------------------------------------------------------------------------------
6. DIVIDEND The Fund distributes, at least annually, substantially all
DISTRIBUTIONS net investment income, if any, of each Portfolio, which will
then be reinvested in additional full and fractional shares
of the Portfolio. All net realized long-term or short-term
capital gains of the Fund, if any, are declared and
distributed at least annually to the shareholders of the
Portfolio or Portfolios to which such gains are
attributable.
- -------------------------------------------------------------------------------
7. FOREIGN The fair value of foreign currency contracts is the amount
CURRENCY at which they could be settled based on exchange rates
TRANSLATIONS obtained from dealers. As of December 31, 1995 the Income
Portfolio experienced an unrealized net gain of $181,720
based on the following foreign currency exchange contracts
outstanding:
<TABLE>
<CAPTION>
VALUATION
AS OF UNREALIZED
EXPIRATION CONTRACT DECEMBER 31, APPRECIATION
SOLD DATE AMOUNT 1995 (DEPRECIATION)
---- ---------- ----------- ------------ --------------
<S> <C> <C> <C> <C>
Australian Dollar 2/16/96 $5,053,902 $5,015,438 $38,464
Canadian Dollar 1/24/96 883,468 872,233 11,235
Canadian Dollar 2/16/96 914,224 908,052 6,172
Danish Kroner 1/24/96 3,785,688 3,727,822 57,866
Danish Kroner 2/16/96 5,488,051 5,424,716 63,335
French Franc 1/24/96 4,696,569 4,762,449 (65,880)
German Mark 2/16/96 4,290,780 4,228,111 62,669
Italian Lira 2/16/96 769,102 774,359 (5,257)
Pound Sterling 2/16/96 2,109,004 2,069,564 39,440
Spanish Peseta 2/16/96 1,461,038 1,476,929 (15,891)
----------- ----------- --------
$29,451,826 $29,259,673 $192,153
=========== =========== ========
<CAPTION>
PURCHASED
---------
<S> <C> <C> <C> <C>
Danish Kroner 1/24/96 $990,198 $979,488 ($10,710)
French Franc 1/24/96 191,807 192,084 277
----------- ----------- --------
$1,182,005 $1,171,572 ($10,433)
=========== =========== ========
Net unrealized appreciation.......................... $181,720
========
</TABLE>
B-71
<PAGE>
METROPOLITAN SERIES FUND, INC.
NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1995 - (CONCLUDED)
- -------------------------------------------------------------------------------
The Income Portfolio had unrealized translation losses on foreign
currency receivables and payables as follows:
<TABLE>
<S> <C>
Unrealized translation
(loss):
Interest Receivables ($4,507)
Interest Reclaim
Receivable (62)
Tax Expense Payables (997)
-------
Net unrealized translation
(loss) ($5,566)
=======
</TABLE>
As of December 31, 1995 the Diversified Portfolio experienced an
unrealized net gain of $227,542 based on the following foreign
currency exchange contracts outstanding:
<TABLE>
<CAPTION>
VALUATION
AS OF UNREALIZED
EXPIRATION CONTRACT DECEMBER 31, APPRECIATION
SOLD DATE AMOUNT 1995 (DEPRECIATION)
---- ---------- ---------- ------------ --------------
<S> <C> <C> <C> <C>
Australian Dollar 2/16/96 $7,289,478 $7,234,176 $55,302
Canadian Dollar 1/24/96 488,536 482,324 6,212
Canadian Dollar 2/16/96 2,263,790 2,250,992 12,798
Danish Kroner 1/24/96 1,793,924 1,766,503 27,421
Danish Kroner 2/16/96 11,050,114 10,927,566 122,548
French Franc 1/24/96 6,404,351 6,493,366 (89,015)
German Mark 2/16/96 5,897,163 5,811,032 86,131
Italian Lira 2/16/96 1,589,478 1,600,342 (10,864)
Pound Sterling 2/16/96 3,439,138 3,375,179 63,959
Spanish Peseta 2/16/96 1,914,427 1,935,933 (21,506)
---------- ---------- --------
42,130,399 41,877,413 252,986
========== ========== ========
PURCHASED
---------
Danish Kroner 1/24/96 $990,198 $979,488 ($10,710)
Danish Kroner 2/16/96 $1,007,012 $991,759 ($15,253)
French Franc 1/24/96 402,341 402,922 581
Pound Sterling 2/16/96 713,598 713,536 (62)
---------- ---------- --------
$3,113,149 $3,087,705 ($25,444)
========== ========== ========
Net unrealized appreciation......................... $227,542
========
</TABLE>
The Diversified Portfolio had unrealized translation losses on
foreign currency receivables and payables as follows:
<TABLE>
<S> <C>
Unrealized translation
(loss):
Interest Receivables ($5,039)
Tax Expense Payables (98)
Tax Reclaim Receivables (1,102)
-------
Net unrealized translation
(loss) ($6,239)
=======
</TABLE>
The International Stock Portfolio had unrealized translation gains
and losses on foreign currency receivables and payables as follows:
<TABLE>
<S> <C>
Unrealized translation
(loss):
Dividend Receivable ($504)
Dividend Reclaim
Receivable 15,739
Interest Receivables (170)
Interest Reclaim
Receivable 193
Purchase Payables 60,695
Sales Receivables 463
Tax Expense Payables 131
Cash Denominated in
Foreign Currencies (4,303,231)
-----------
Net unrealized
translation (loss) ($4,226,684)
===========
</TABLE>
- -------------------------------------------------------------------------------
8. PORTFOLIO On June 1, 1994, all shareholders of the GNMA and Equity
SUBSTITUTIONS Income Portfolios redeemed their shares and purchased shares
of equal aggregate value in the Diversified Portfolio. This
was in accordance with the portfolio substitutions initiated
by the shareholders of the Fund, whereby on June 1, 1994 the
Diversified Portfolio was substituted as an investment
vehicle for GNMA and Equity Income Portfolio shareholders.
As a result of the substitutions, the net assets in the
Diversified Portfolio increased by $40,960,412, while the
capital stock increased by 2,897,145 shares. The
substitutions were tax-free.
- -------------------------------------------------------------------------------
B-72
<PAGE>
METROPOLITAN SERIES FUND, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
- -------------------------------------------------------------------------------
METROPOLITAN SERIES FUND GROWTH PORTFOLIO
In a record-setting year for the stock market, the Portfolio also delivered
strong performance. The Portfolio's total returns more than doubled the
average annual returns achieved since the Portfolio's inception in 1983. Total
net assets climbed above $1 billion during the year, setting another record.
Our strategy emphasized investment in large growth companies. We remained
heavily invested in such industries as recreation, hospital supply, and
computer software and services. Energy holdings were increased, although they
are still underrepresented compared to the S&P 500 Index. At year-end, our
heaviest sector concentrations were in technology and in consumer staple
stocks.
We have begun reducing our large-company holdings from investments in 70-80
companies toward a goal of 50-60 companies to increase our position in areas
we believe to be of the best value. Our investment philosophy is to evaluate
risk and try to lower turnover and economic sensitivity, while continuing to
seek growth of capital and income.
INVESTMENT OBJECTIVE
To seek long-term growth of capital and income and moderate current income.
UNDERLYING INVESTMENTS
Invests primarily in common stocks believed to be of good quality or to have
good growth potential or which are considered to be undervalued based on
historical investment standards.
PORTFOLIO COMPOSITION & TOTAL
RETURN AS OF DECEMBER 31, 1995
NET ASSETS $1.1 billion
COMPOSITION
TOP TEN HOLDINGS
<TABLE>
<CAPTION>
% OF TOTAL
SECURITY NET ASSETS
- -------- ----------
<S> <C>
Merck & Co., Inc. .................................................. 2.85%
Boeing Co. ......................................................... 2.56%
Philip Morris Cos., Inc. ........................................... 2.42%
Procter & Gamble Co. ............................................... 2.27%
Microsoft Corp. .................................................... 2.26%
International Business Machines Corp. .............................. 2.23%
Cisco Systems, Inc. ................................................ 2.16%
Abbott Laboratories................................................. 2.12%
Pfizer, Inc. ....................................................... 2.02%
Federal Home Loan Mortgage Corp. ................................... 1.92%
</TABLE>
Due to active management, there is no guarantee that the Portfolio currently
invests or will continue to invest in the securities or industries listed.
PERFORMANCE SUMMARY
Comparison of Change in Value of a $10,000 Investment in the Growth Portfolio
and the S&P 500 Index from 12/31/85 to 12/31/95.
[GRAPH APPEARS HERE INDICATING THE FOLLOWING INFORMATION:]
PORTFOLIO S&P 500 INDEX
12/31/85 $10,000 $10,000
12/31/86 11,016 11,867
12/31/87 11,807 12,490
12/31/88 13,069 14,558
12/31/89 17,858 19,163
12/31/90 16,341 18,567
12/31/91 21,748 24,212
12/31/92 24,264 26,054
12/31/93 27,757 28,674
12/31/94 26,854 29,051
12/31/95 35,753 39,955
The above graph does not include withdrawal or surrender charges and Separate
Account expenses (general administrative expenses and mortality and expense
risk charges or cost of insurance charges). If performance information
included the effect of these additional charges, performance would have been
lowered. Past performance is no guarantee of future results. Principal value
and investment return will vary and you may have a gain or loss when you
withdraw your money.
AVERAGE ANNUAL TOTAL RETURNS
<TABLE>
<S> <C> <C>
1yr. 5yr. 10yr.
33.14% 16.95% 13.59%
</TABLE>
B-73
<PAGE>
METROPOLITAN SERIES FUND, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
- -------------------------------------------------------------------------------
METROPOLITAN SERIES FUND INCOME PORTFOLIO
The Portfolio posted a year of exceptional performance, with its total return
nearly double its average annual returns dating back to 1983.
As the bond market rallied throughout the year, the Portfolio benefitted from
declining interest rates, rising bond prices and falling yields. Half of the
Portfolio was invested in U.S. Treasuries and nearly one-quarter more of its
holdings were in corporate bonds on December 31. The average quality of the
Portfolio's securities remained very high.
Although conditions remain favorable for the U.S. bond market, we have become
somewhat cautious of high valuation levels. We maintain a significant 9%
exposure to foreign bond markets in the belief that they may outperform the
U.S. market over the next several quarters.
INVESTMENT OBJECTIVE
To achieve the highest possible total return by combining current income with
capital gains, consistent with prudent investment risk and preservation of
capital.
UNDERLYING INVESTMENTS
Invests primarily in fixed income, high-quality debt securities.
PORTFOLIO COMPOSITION & TOTAL
RETURN AS OF DECEMBER 31, 1995
<TABLE>
<C> <S>
NET ASSETS $349.9 million
AVERAGE BOND QUALITY AAA- (high grade fixed
income securities only)
</TABLE>
PERFORMANCE SUMMARY
Comparison of Change in Value of a
$10,000 Investment in the Income
Portfolio and the Lehman Brothers
Aggregate Index from 12/31/85 to
12/31/95.
[GRAPH APPEARS HERE INDICATING THE FOLLOWING INFORMATION:]
PORTFOLIO INDEX
12/31/85 $10,000 $10,000
12/31/86 11,963 11,526
12/31/87 11,740 11,844
12/31/88 12,829 12,778
12/31/89 14,541 14,635
12/31/90 15,999 15,946
12/31/91 18,768 18,498
12/31/92 20,065 19,867
12/31/93 22,345 21,804
12/31/94 21,642 21,168
12/31/95 25,873 25,079
The above graph does not include
withdrawal or surrender charges and
Separate Account expenses (general
administrative expenses and
mortality and expense risk charges
or cost of insurance charges). If
performance information included
the effect of these additional
charges, performance would have
been lowered. Past performance is
no guarantee of future results.
Principal value and investment
return will vary and you may have a
gain or loss when you withdraw your
money.
AVERAGE ANNUAL TOTAL RETURNS
<TABLE>
<S> <C> <C>
1yr. 5yr. 10yr.
19.55% 10.09% 9.97%
</TABLE>
B-74
<PAGE>
METROPOLITAN SERIES FUND, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
- -------------------------------------------------------------------------------
METROPOLITAN SERIES FUND MONEY MARKET PORTFOLIO
Money market rates remained relatively stable during 1995, if one were to
compare them to the previous year when rates rose 2.5% to 3.0%. Indeed, rates
stayed within a half percentage point range, starting the year slightly over
6% and ending the year somewhat under 6%.
The rates were being led by the Federal Funds rate, which slowly leveled off
and pointed downward after the previous year's vicious climb. The Federal
Reserve was trying to constrain the economy, and to some analysts the Federal
Reserve still is constraining money growth by maintaining relatively high real
rates of interest.
In sharp contrast to the thirty day average maturity of the Portfolio in 1994,
the average in 1995 was extended to approximately sixty days in the second and
third quarter and within ninety days in the fourth quarter. With an almost
universal belief that the Federal Reserve would continue to drop short-term
rates, market participants have had to accept lower rates to lock in
maturities for longer periods of time.
INVESTMENT OBJECTIVE
To achieve the highest possible current income consistent with preservation of
capital and maintenance of liquidity.
UNDERLYING INVESTMENTS
Invests primarily in short-term money market instruments.
PORTFOLIO COMPOSITION & TOTAL
RETURN AS OF DECEMBER 31, 1995
<TABLE>
<S> <C>
NET ASSETS $40.5 million
</TABLE>
PERFORMANCE SUMMARY
Comparison of Change in Value of a
$10,000 Investment in the Money
Market Portfolio and the IBC's
Money Fund Report Averages(TM)/All
Taxable 30 Day from 12/31/85 to
12/31/95.
[GRAPH APPEARS HERE INDICATING THE FOLLOWING INFORMATION:]
PORTFOLIO INDEX*
12/31/85 $10,000 $10,000
12/31/86 $10,672 $10,626
12/31/87 $11,336 $11,276
12/31/88 $12,192 $12,078
12/31/89 $13,323 $13,149
12/31/90 $14,420 $14,178
12/31/91 $15,299 $14,987
12/31/92 $15,870 $15,491
12/31/93 $16,330 $15,909
12/31/94 $16,959 $16,474
12/31/95 $17,907 $17,377
- -------
*Source: IBC's Money Fund Report
The above graph does not include
withdrawal or surrender charges and
Separate Account expenses (general
administrative expenses and
mortality and expense risk charges
or cost of insurance charges). If
performance information included
the effect of these additional
charges, performance would have
been lowered. Past performance is
no guarantee of future results.
Principal value and investment
return will vary and you may have a
gain or loss when you withdraw your
money. The Money Market Portfolio
is not insured or guaranteed by the
U.S. government.
AVERAGE ANNUAL TOTAL RETURNS
<TABLE>
<S> <C> <C>
1yr. 5yr. 10yr.
5.59% 4.43% 6.00%
</TABLE>
B-75
<PAGE>
METROPOLITAN SERIES FUND, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
- -------------------------------------------------------------------------------
METROPOLITAN SERIES FUND DIVERSIFIED PORTFOLIO
As both stock and bond markets set records, the Portfolio also performed very
well. Total returns for the year ended December 31 were more than twice the
average annual returns recorded since the Portfolio's inception in 1986. In
another milestone, total net assets surpassed $1 billion during the year.
The Portfolio's equity portion emphasized technology and consumer staple
stocks, frequently of large companies. The fixed income portion emphasized
Treasury and corporate bonds of very high credit quality. We also added
modestly to our stock positions in the finance and energy sectors.
After maintaining a slightly heavier bond allocation for most of 1995, we
began moving back toward our normal ratio of 60% stocks and 40% bonds in the
fourth quarter. Returns from stocks appear to offer more opportunity going
forward. Volatility in bonds has increased relative to stock price volatility.
INVESTMENT OBJECTIVE
To achieve a high total return while attempting to limit investment risk and
preserve capital.
UNDERLYING INVESTMENTS
Invests in equity securities, fixed income debt securities, or short-term
money market instruments, or any combination thereof at the discretion of
State Street Research & Management Company.
PORTFOLIO COMPOSITION & TOTAL
RETURN AS OF DECEMBER 31, 1995
<TABLE>
<C> <S>
NET ASSETS $1.1 billion
AVERAGE BOND QUALITY AAA- (high grade fixed
income securities only)
</TABLE>
COMPOSITION
TOP TEN EQUITY HOLDINGS
<TABLE>
<CAPTION>
% OF TOTAL
SECURITY NET ASSETS
- -------- ----------
<S> <C>
Merck & Co., Inc. .................................................. 1.66%
Philip Morris Cos., Inc. ........................................... 1.48%
Procter & Gamble Co. ............................................... 1.42%
Microsoft Corp. .................................................... 1.32%
International Business Machines Corp. .............................. 1.28%
Federal Home Loan Mortgage Corp. ................................... 1.28%
Cisco Systems, Inc. ................................................ 1.25%
Abbott Laboratories................................................. 1.24%
Boeing Co. ......................................................... 1.18%
Pfizer, Inc. ....................................................... 1.17%
</TABLE>
Due to active management, there is no guarantee that the Portfolio currently
invests or will continue to invest in the securities or industries listed.
PERFORMANCE SUMMARY
Comparison of Change in Value of a $10,000 Investment in the Diversified
Portfolio and the S&P 500 Index and Lehman Brothers Aggregate Index from
7/25/86 to 12/31/95.
[GRAPH APPEARS HERE INDICATING THE FOLLOWING INFORMATION:]
PORTFOLIO S&P 500 INDEX LEHMAN BROTHERS AGGREGATE INDEX
07/25/86 $10,000 $10,000 $10,000
12/31/86 10,340 10,402 10,477
12/31/87 10,716 10,949 10,766
12/31/88 11,706 12,762 11,615
12/31/89 14,253 16,799 13,303
12/31/90 14,253 16,276 14,494
12/31/91 17,794 21,224 16,814
12/31/92 19,481 22,839 18,059
12/31/93 21,966 25,136 19,819
12/31/94 21,293 25,466 19,241
12/31/95 27,048 35,025 22,796
The above graph does not include withdrawal or surrender charges and Separate
Account expenses (general administrative expenses and mortality and expense
risk charges or cost of insurance charges). If performance information
included the effect of these additional charges, performance would have been
lowered. Past performance is no guarantee of future results. Principal value
and investment return will vary and you may have a gain or loss when you
withdraw your money.
AVERAGE ANNUAL TOTAL RETURNS
<TABLE>
<S> <C> <C>
1yr. 5yr. Inception
27.03% 13.67% 11.11%
</TABLE>
B-76
<PAGE>
METROPOLITAN SERIES FUND, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
- -------------------------------------------------------------------------------
METROPOLITAN SERIES FUND AGGRESSIVE GROWTH PORTFOLIO
The Portfolio advanced in a volatile, record-setting market over the year, and
continued its string of strong, average annual returns.
At year-end, the market had turned risk-averse, favoring large-cap, blue chip
stocks. We reduced our exposure to technology overall and added selectively to
holdings in finance and consumer cyclicals. Our diversification at year-end
more closely mirrored the asset allocation of the S&P 500 Index.
The Portfolio remains focused on top-quality company management, strong
earnings growth and attractive valuations. These are important factors in
trying to control the risks of investing in high growth stocks. We are attuned
to opportunities and special situations and continue to select stocks
individually, analyzing their fundamentals from the bottom up.
INVESTMENT OBJECTIVE
To achieve maximum capital appreciation.
UNDERLYING INVESTMENTS
Invests primarily in common stocks (and equity and debt securities convertible
into or carrying the right to acquire common stocks) of emerging growth
companies, undervalued securities or special situations.
PORTFOLIO COMPOSITION & TOTAL
RETURN AS OF DECEMBER 31, 1995
<TABLE>
<S> <C>
NET ASSETS $958.9 million
</TABLE>
COMPOSITION
TOP TEN HOLDINGS
<TABLE>
<CAPTION>
% OF TOTAL
SECURITY NET ASSETS
- -------- ----------
<S> <C>
Sunglass Hut International, Inc. ................................... 3.23%
HFS, Inc. .......................................................... 2.99%
General Electric Co. ............................................... 2.85%
Gucci Group NV...................................................... 2.36%
Philip Morris Cos., Inc. ........................................... 2.33%
Allstate Corp. ..................................................... 2.14%
Northwest Airlines Corp. CLA........................................ 2.12%
Halliburton Co. .................................................... 2.06%
Tommy Hilfiger Corp. ............................................... 2.02%
Travelers, Inc. .................................................... 2.01%
</TABLE>
Due to active management, there is no guarantee that the Portfolio currently
invests or will continue to invest in the securities or industries listed.
PERFORMANCE SUMMARY
Comparison of Change in Value of a $10,000 Investment in the Aggressive Growth
Portfolio and the S&P 500 Index from 4/29/88 to 12/31/95.
[GRAPH APPEARS HERE INDICATING THE FOLLOWING INFORMATION:]
PORTFOLIO S&P 500 INDEX
04/29/88 $10,000 $10,000
12/31/88 10,521 10,910
12/31/89 13,776 14,360
12/31/90 12,351 13,914
12/31/91 20,553 18,144
12/31/92 22,688 19,524
12/31/93 27,822 21,488
12/31/94 27,298 21,770
12/31/95 35,350 29,941
The above graph does not include withdrawal or surrender charges and Separate
Account expenses (general administrative expenses and mortality and expense
risk charges or cost of insurance charges). If performance information
included the effect of these additional charges, performance would have been
lowered. Past performance is no guarantee of future results. Principal value
and investment return will vary and you may have a gain or loss when you
withdraw your money.
AVERAGE ANNUAL TOTAL RETURNS
<TABLE>
<S> <C> <C>
1yr. 5yr. Inception
29.50% 23.41% 17.87%
</TABLE>
B-77
<PAGE>
METROPOLITAN SERIES FUND, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
- -------------------------------------------------------------------------------
METROPOLITAN SERIES FUND STOCK INDEX PORTFOLIO
In 1995, the S&P 500 Index had its best one-year return since 1958. Throughout
the year, stocks were helped by good profit growth and by global optimism
regarding low inflation and reduced government deficits. In addition, merger
and acquisition activity, corporate share repurchases and inflows into equity
mutual funds all boosted stock prices. The Stock Index Portfolio reflected
good performance by the stocks of the large multi-national corporations, which
are a significant component of the S&P 500 Index.
The Stock Index Portfolio continued to follow its strategy of investing
virtually all its assets in stocks of companies in the S&P 500 Index. The
Portfolio uses a computerized stock selection procedure to allocate its
holdings among industries and specific stocks in order to achieve returns
close to those of the S&P 500 Index.
INVESTMENT OBJECTIVE
To equal the performance of the Standard & Poor's 500 Composite Stock Price
Index (adjusted to assume reinvestment of dividends).
UNDERLYING INVESTMENTS
Invests in the common stocks of companies that are included in the S&P 500
Index.
PORTFOLIO COMPOSITION & TOTAL
RETURN AS OF DECEMBER 31, 1995
<TABLE>
<S> <C>
NET ASSETS $635.8 million
</TABLE>
COMPOSITION
TOP TEN HOLDINGS
<TABLE>
<CAPTION>
% OF TOTAL
SECURITY NET ASSETS
- -------- ----------
<S> <C>
General Electric Co. ............................................... 2.58%
AT & T Corp. ....................................................... 2.27%
Exxon Corp. ........................................................ 2.15%
Coca-Cola Co. ...................................................... 1.98%
Merck & Co., Inc. .................................................. 1.77%
Royal Dutch Petroleum Co. .......................................... 1.64%
Philip Morris Cos., Inc. ........................................... 1.60%
Procter & Gamble Co. ............................................... 1.22%
Johnson & Johnson................................................... 1.20%
Wal-Mart Stores, Inc. .............................................. 1.11%
</TABLE>
Due to active management, there is no guarantee that the Portfolio currently
invests or will continue to invest in the securities or industries listed.
PERFORMANCE SUMMARY
Comparison of Change in Value of a $10,000 Investment in the Stock Index
Portfolio and the S&P 500 Index from 5/1/90 to 12/31/95.
[GRAPH APPEARS HERE INDICATING THE FOLLOWING INFORMATION:]
PORTFOLIO S&P 500 INDEX
05/01/90 $10,000 $10,000
12/31/90 $10,195 10,245
12/31/91 $13,229 13,359
12/31/92 $14,213 14,376
12/31/93 $15,569 15,821
12/31/94 $15,753 16,029
12/31/95 $21,561 22,046
The above graph does not include withdrawal or surrender charges and Separate
Account expenses (general administrative expenses and mortality and expense
risk charges or cost of insurance charges). If performance information
included the effect of these additional charges, performance would have been
lowered. Past performance is no guarantee of future results. Principal value
and investment return will vary and you may have a gain or loss when you
withdraw your money.
AVERAGE ANNUAL TOTAL RETURNS
<TABLE>
<S> <C> <C>
1yr. 5yr. Inception
36.87% 16.16% 14.52%
</TABLE>
B-78
<PAGE>
METROPOLITAN SERIES FUND, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
- -------------------------------------------------------------------------------
METROPOLITAN SERIES FUND INTERNATIONAL STOCK PORTFOLIO
1995's mixed performance in the international markets was reflected in the
International Stock Portfolio. The first quarter saw the most negative market
action. The Portfolio had moved away from emerging markets before their sharp
fall in January, but its exposure to Japan at the time of the Kobe earthquake
had a severe impact on it. Rounding out the difficult first quarter was
extreme volatility in currency markets, lending further uncertainty to already
rocky markets.
By the second quarter, the strength in international bond markets and the U.S.
stock market began filtering through to large global companies trading on the
European exchanges. Much of the Portfolio's subsequent underperformance may be
attributed to its higher exposure to medium- and smaller-size companies, which
tend to move with their underlying domestic economies rather than the U.S.
economy.
Looking forward, the Portfolio is well-positioned to take advantage of a
resurgent Japanese economy, as well as the worsening supply imbalance in a
number of raw materials. In addition, very few sectors within the
international markets participated in last year's rise, which potentially may
lead to a more favorable market.
INVESTMENT
OBJECTIVE/UNDERLYING
INVESTMENTS
To achieve long-term growth of capital by investing primarily in common stocks
and equity-related securities of non-United States companies.
PORTFOLIO COMPOSITION & TOTAL
RETURN AS OF DECEMBER 31, 1995
<TABLE>
<S> <C>
NET ASSETS $297.5 million
</TABLE>
COMPOSITION
TOP TEN HOLDINGS
BASED ON THE LOCATION OF THE COMPANY'S PRINCIPAL OPERATION
<TABLE>
<CAPTION>
% OF TOTAL
SECURITY NET ASSETS
- -------- ----------
<S> <C>
Emtech (Bermuda) Units (Ukraine).................................... 1.45%
Avocet Ventures, Inc. (Canada)...................................... 1.10%
Sumitomo Realty & Development Co. Ltd. (Japan)...................... 1.09%
Tokio Marine & Fire Insurance Co. Ltd. (Japan)...................... 1.01%
Electrophoretics (United Kingdom)................................... 0.97%
Waverly Mining Finance PLC (United Kingdom)......................... 0.93%
Nelson Gold Ltd. (Tajikistan)....................................... 0.86%
British Biotech (United Kingdom).................................... 0.86%
Nippon Shinpan Co. Ltd. (Japan)..................................... 0.84%
Mitsukoshi (Japan).................................................. 0.81%
</TABLE>
ASSET ALLOCATION BY COUNTRY AND GEOGRAPHY ON 12/31/95
BASED ON MARKET VALUE OF INVESTMENTS
[PIE CHART APPEARS HERE SHOWING THE FOLLOWING PERCENTAGES:]
<TABLE>
<S> <C>
United Kingdom...................................................... 19.0%
Japan............................................................... 23.4%
Germany............................................................. 8.2%
France.............................................................. 7.0%
Australia........................................................... 5.2%
Canada.............................................................. 5.1%
Other Europe........................................................ 11.6%
Other Asia/Pacific Basin............................................ 17.9%
Other African/Latin American Basin.................................. 2.6%
</TABLE>
Due to active management, there is no guarantee that the Portfolio currently
invests or will continue to invest in the securities or countries listed.
PERFORMANCE SUMMARY
Comparison of Change in Value of a $10,000 Investment in the International
Stock Portfolio and the Morgan Stanley EAFE Index from 5/1/91 to 12/31/95.
[GRAPH APPEARS HERE INDICATING THE FOLLOWING INFORMATION:]
<TABLE>
Portfolio Index
--------- -------
<S> <C> <C>
05/01/91.............................. $10,000 $10,000
12/31/91.............................. $9,845 10,335
12/31/92.............................. $8,840 9,077
12/31/93.............................. $13,062 12,033
12/31/94.............................. $13,725 12,969
12/31/95.............................. $13,841 14,422
</TABLE>
The Average Annual Total Returns were not materially affected by Metropolitan
Life Insurance Company's subsidy of certain expenses for part of 1993, and did
not produce return figures different from those displayed. The above graph
does not include withdrawal or surrender charges and Separate Account expenses
(general administrative expenses and mortality and expense risk charges or
cost of insurance charges). If performance information included the effect of
these additional charges, performance would have been lowered. Past
performance is no guarantee of future results. Principal value and investment
return will vary and you may have a gain or loss when you withdraw your money.
AVERAGE ANNUAL TOTAL RETURNS
<TABLE>
<S> <C>
1yr. Inception
.84% 7.21%
</TABLE>
B-79
<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>
PART C. OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(A) FINANCIAL STATEMENTS:
Included in Prospectus:
Financial Highlights for the Period June 24, 1984 to December 31,
1995
Included in Part B:
INDEPENDENT AUDITORS' REPORT
Schedule of Investments as of December 31, 1995--Growth Portfolio
Schedule of Investments as of December 31, 1995--Income Portfolio
Schedule of Investments as of December 31, 1995--Money Market
Portfolio
Schedule of Investments as of December 31, 1995--Discretionary
(now known as Diversified) Portfolio
Schedule of Investments as of December 31, 1995--Aggressive Growth
Portfolio
Schedule of Investments as of December 31, 1995--Stock Index
Portfolio
Schedule of Investments as of December 31, 1995--International
Stock Portfolio
Statements of Assets and Liabilities, December 31, 1995
Statements of Operations for the year ended December 31, 1995
Statements of Changes in Net Assets for the year ended December
31, 1995 and the year ended December 31, 1994
Financial Highlights for the Period January 1, 1989 to December
31, 1995
NOTES TO FINANCIAL STATEMENTS
MANAGEMENT'S DISCUSSION AND ANALYSIS
(B) EXHIBITS:
<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
1(d). --Articles Supplementary of Registrant
1(e). --Articles Supplementary of Registrant
1(f). --Articles Supplementary of Registrant
1(g). --Articles Supplementary of Registrant
2. --By-Laws of Registrant, as amended January 27, 1988
3. --None
4. --Specimen certificates for shares of common stock of Regis-
trant
5(a). --Investment Management Agreements, as amended, relating to
Growth, Income, Money Market, Diversified, Aggressive Growth,
Stock Index and International Stock Portfolios
5(b). --Sub-Investment Management Agreements relating to Growth, In-
come and Diversified Portfolios
5(c). --Sub-Investment Management Agreement relating to Aggressive
Growth Portfolio
5(d). --Sub-Investment Management Agreement relating to International
Stock Portfolio
5(e). --Amended Sub-Investment Management Agreement relating to In-
ternational Stock Portfolio
6(a). --Distribution Agreement
6(b). --Addendum to Distribution Agreement
6(c). --Second Addendum to Distribution Agreement
7. --None
8(a). --Custodian Agreement with State Street Bank & Trust Company
8(b). --Revised schedule of remuneration
8(c). --Amendment to Custodian Agreement
8(d). --Amendments to Custodian Agreement
</TABLE>
C-1
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION PAGE
------- ----------- -----
<C> <S> <C>
9(a). --Transfer Agency Agreement
9(b). --Agreement relating to the use of the "Metropolitan" name and
service marks
10(a). --Opinion and Consent of Counsel with respect to the shares of
the Growth, Income and Money Market Portfolios
10(b). --Opinion and Consent of Counsel with respect to the shares of
the Diversified and GNMA Portfolios
10(c). --Opinion and Consent of Counsel with respect to the shares of
the Aggressive Growth and Equity Income Portfolios
10(d). --Opinion and Consent of Counsel with respect to the shares of
the Stock Index Portfolio
10(e). --Opinion and Consent of Counsel with respect to the shares of
the International Stock Portfolio
11(a). --Consent of Independent Public Accountants
11(b). --Consent of Freedman, Levy, Kroll & Simonds
12. --None
13(a). --Stock Purchase Agreement
13(b). --Supplementary Stock Purchase Agreement
13(c). --Second Supplementary Stock Purchase Agreement
13(d). --Third Supplementary Stock Purchase Agreement
13(e). --Fourth Supplementary Stock Purchase Agreement
13(f). --Fifth Supplementary Stock Purchase Agreement
14. --None
15. --None
16(a). --Powers of Attorney
16(b). --Powers of Attorney for Messrs. Hodgman, Tweedie and Zito/1/
17. --Specimen Price Make-Up Sheet
27. --Financial Data Schedule
</TABLE>
- --------
/1/ Filed with Post-Effective Amendment No. 16 to this Registration
Statement on April 28, 1995.
C-2
<PAGE>
ORGANIZATIONAL STRUCTURE OF METROPOLITAN AND SUBSIDIARIES
AS OF DECEMBER 31, 1995
The following is a list of subsidiaries of Metropolitan Life Insurance Company
("Metropolitan") as of December 31, 1995. Those entities which are listed at
the left margin (labelled with capital letters) are direct subsidiaries of
Metropolitan. Unless otherwise indicated, each entity which is indented under
another entity is a subsidiary of such indented entity and, therefore, an
indirect subsidiary of Metropolitan. Certain inactive subsidiaries have been
omitted from the Metropolitan Organizational listing. The voting securities
(excluding directors' qualifying shares, if any) of the subsidiaries listed are
100% owned by their respective parent corporations, unless otherwise indicated.
The jurisdiction of domicile of each subsidiary listed is set forth in the
parenthetical following such subsidiary.
A. Metropolitan Tower Corp. (Rhode Island)
1. Metropolitan Property and Casualty Insurance Company (Rhode Island)
a. Metropolitan Group Property and Casualty Insurance Company
(Rhode Island)
i. Metropolitan Reinsurance Company (U.K.) Limited (Great
Britain)
b. Metropolitan Casualty Insurance Company (Rhode Island)
c. Metropolitan General Insurance Company (Rhode Island)
d. First General Insurance Company (Georgia)
e. Metropolitan P&C Insurance Services, Inc. (California)
f. Metropolitan Lloyds, Inc. (Texas)
2. Metropolitan Insurance and Annuity Company (Delaware)
a. MetLife Europe I, Inc. (Delaware)
b. MetLife Europe II, Inc. (Delaware)
c. MetLife Europe III, Inc. (Delaware)
d. MetLife Europe IV, Inc. (Delaware)
e. MetLife Europe V, Inc. (Delaware)
3. MetLife General Insurance Agency, Inc. (Delaware)
a. MetLife General Insurance Agency of Alabama, Inc. (Alabama)
b. MetLife General Insurance Agency of Kentucky, Inc. (Kentucky)
c. MetLife General Insurance Agency of Mississippi, Inc.
(Mississippi)
d. MetLife General Insurance Agency of Texas, Inc. (Texas)
e. MetLife General Insurance Agency of North Carolina, Inc. (North
Carolina)
C-3
<PAGE>
4. Metropolitan Asset Management Corporation (Delaware)
a. MetLife Capital Holdings, Inc. (Delaware)
i. MetLife Capital Corporation (Delaware)
(1) Searles Cogeneration, Inc. (Delaware)
(2) MLYC Cogen, Inc. (Delaware)
(3) MCC Yerkes Inc. (Washington)
(4) MetLife Capital, Limited Partnership (Delaware).
Partnership interests in MetLife Capital, Limited
Partnership are held by Metropolitan (90%) and MetLife
Capital Corporation (10%).
(5) CLJ Finco, Inc. (Delaware)
(a) MetLife Capital Credit L.P. (Delaware).
Partnership interests in MetLife Capital Credit
L.P. are held by Metropolitan (90%) and CLJ
Finco, Inc. (10%).
(6) MetLife Capital Portfolio Investments, Inc. (Nevada)
(a) MetLife Capital Funding Corp. (Delaware)
ii. MetLife Capital Financial Corporation (Delaware)
C-4
<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)
5. SSRM Holdings, Inc. (Delaware)
a. State Street Research & Management Company (Delaware). Is a sub-
investment manager for the Growth, Income, Diversified and
Aggressive Growth Portfolios of Metropolitan Series Fund, Inc.
i. State Street Research Energy, Inc. (Massachusetts)
ii. State Street Research Investment Services, Inc.
(Massachusetts)
iii. State Street Gefinor Fund Management Company S.A.
(Luxembourg)
b. Metric Holdings, Inc. (Delaware)
i. Metric Management Inc. (Delaware)
ii. Metric Realty Corp. (Delaware)
(1) Metric Realty Services, Inc. (Delaware) Metric Holdings
Inc. and Metric Realty Corp. each hold 50% of the
common stock of Metric Realty Services, Inc.
iii. Metric Realty (Illinois). Metric Realty Corp. and Metric
Holdings, Inc. each hold 50% of the common stock of Metric
Realty.
(1) Metric Capital Corporation (California)
(2) Metric Assignor, Inc. (California)
(3) Metric Institutional Realty Advisors, Inc. (California)
(4) Metric Institutional Realty Advisors, L.P.
(California).
Metric Realty holds a 99% limited partnership interest
and Metric Institutional Realty Advisors, Inc. holds a
1%
C-5
<PAGE>
interest as general partner in Metric Institutional
Realty Advisors, L.P.
(5) Metric Institutional Apartment Fund II, L.P.
(California). Metric Realty holds a 1% interest as
general partner and Metropolitan holds an approximately
14.6% limited partnership interest in Metric
Institutional Apartment Fund II, L.P.
6. MetLife Holdings, Inc. (Delaware)
a. MetLife Funding, Inc. (Delaware)
b. MetLife Credit Corp. (Delaware)
7. Metropolitan Tower Realty Company, Inc. (Delaware)
8. MetLife Real Estate Advisors, Inc. (California)
9. MetLife HealthCare Holdings, Inc. (Delaware)
B. Metropolitan Tower Life Insurance Company (Delaware)
C. MetLife Security Insurance Company of Louisiana (Louisiana)
D. MetLife Texas Holdings, Inc. (Delaware)
1. Texas Life Insurance Company (Texas)
a. Texas Life Agency Services, Inc. (Texas)
b. Texas Life Agency Services of Kansas, Inc. (Kansas)
E. MetLife Securities, Inc. (Delaware)
F. 23rd Street Investments, Inc. (Delaware)
G. Metropolitan Life Holdings Limited (Ontario, Canada)
1. Metropolitan Life Financial Services Limited (Ontario, Canada)
2. Metropolitan Life Financial Management Limited (Ontario, Canada)
a. Metropolitan Life Insurance Company of Canada (Canada)
C-6
<PAGE>
3. Morguard Investments Limited (Ontario, Canada)
Shares of Morguard Investments Limited ("Morguard") are held by
Metropolitan Life Holdings Limited (80%) and by employees of Morguard
(20%).
4. Services La Metropolitaine Quebec, Inc. (Quebec, Canada)
5. 167080 Canada, Inc. (Canada)
a. 446068 B.C. Ltd. (British Columbia, Canada)
H. MetLife (UK) Limited (Great Britain)
1. Albany Life Assurance Company Limited (Great Britain)
a. Albany Pension Managers and Trustees Limited (Great Britain)
2. Albany Home Loans Limited (Great Britain)
3. ACFC Corporate Finance Limited (Great Britain)
4. Metropolitan Unit Trust Managers Limited (Great Britain)
5. Albany International Assurance Limited (Isle of Man)
6. MetLife Group Services Limited (Great Britain)
I. Santander Met, S.A. (Spain). Shares of Santander Met, S.A. are held by
Metropolitan (50%) and by an entity (50%) unaffiliated with Metropolitan.
1. Seguros Genesis, S.A. (Spain)
2. Genesis Seguros Generales, Sociedad Anomina de Seguros y Reaseguros
(Spain)
J. Kolon-Met Life Insurance Company (Korea). Shares of Kolon-MetLife Insurance
Company are held by Metropolitan (51%) and by an entity (49%) unaffiliated
with Metropolitan.
C-7
<PAGE>
K. Metropolitan Life Seguros de Vida S.A. (Argentina)
L. Genesis Seguros de Retiro S.A. (Argentina). Shares of Genesis Seguros de
Retiro S.A. are held by Metropolitan (39%) and by an entity (61%)
unaffiliated with Metropolitan.
M. 2945835 Canada Inc. (Canada)
N. Metropolitan Marine Way Investments Limited (British Columbia, Canada)
O. Met Life Holdings Luxembourg (Luxembourg)
P. Metropolitan Life Holdings, Netherlands BV (Netherlands)
Q. MetLife International Holdings, Inc. (Delaware)
R. Metropolitan Life Insurance Company of Hong Kong Limited (Hong Kong)
C-8
<PAGE>
S. Metropolitan Realty Management, Inc. (Delaware)
1. Edison Supply and Distribution, Inc. (Delaware)
2. Cross & Brown Company (New York)
a. Cross & Brown Residentials, Inc. (New York)
b. Cross & Brown Company of Florida, Inc. (Florida)
c. Cross & Brown Associates of New York, Inc. (New York)
d. Cross & Brown Associates of New Jersey, Inc. (New Jersey)
e. Subrown Corp. (New York)
f. Cross & Brown Construction Corp. (New York)
g. CBNJ, Inc. (New Jersey)
h. Cross & Brown of Connecticut, Inc. (Connecticut)
T. MetPark Funding, Inc. (Delaware)
U. 2154 Trading Corporation (New York)
V. Transmountain Land & Livestock Company (Montana)
W. Met West Agribusiness, Inc. (Delaware)
X. Farmers National Company (Nebraska)
1. Farmers National Commodities, Inc. (Nebraska)
C-9
<PAGE>
Z. Nebraska Farms, Inc. (Nebraska)
AA. Met Farm and Ranch Properties, Inc. (Delaware)
AB. City Trust Services, National Association (United States)
In addition to the entities listed above, Metropolitan (or where indicated an
affiliate) also owns an interest in the following entities, among others:
1) CP&S Communications, Inc., a New York corporation, holds federal radio
communications licenses for equipment used in Metropolitan owned facilities and
airplanes. It is not engaged in any business.
C-10
<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 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) Metropolitan owns varying interests in certain mutual funds distributed by
its affiliates. These ownership interests are generally expected to decrease as
shares of the funds are purchased by unaffiliated investors.
9) Metropolitan Lloyds Insurance Company of Texas, an affiliated association,
provides homeowner and related insurance for the Texas market. It is an
association of individuals designated as underwriters. Metropolitan Lloyds,
Inc., a subsidiary of Metropolitan Property and Casualty Insurance Company,
serves as the attorney-in-fact and manages the association.
10) Mezzanine Investment Limited Partnerships ("MILPs"), Delaware limited
partnerships, are investment vehicles through which investments in certain
entities are held. A wholly-owned subsidiary of Metropolitan serves as the
general partner of the limited partnerships and Metropolitan directly owns a 99%
limited partnership interest therein. The MILPs have various ownership interests
in certain companies. The various MILPs own, directly or indirectly, more than
50% of the common stock of the following companies: Coating Technologies
International, Inc., Dan River, Inc.; Igloo Holdings, Inc. and its subsidiary,
Igloo Products Corporation; Blodgett Holdings, Inc., and its subsidiaries, GS
Blodgett Corporation, GS Blodgett International Ltd., GS Blodgett Inc., Pitco
Frialator, Inc., Frialator International Limited, Magikitch'n, Inc., and
Cloverleaf Properties, Inc.; and Briggs Holdings, Inc., and its subsidiary,
Briggs Plumbing Products, Inc.
C-12
<PAGE>
ITEM 26. NUMBER OF HOLDERS OF SECURITIES.
<TABLE>
<CAPTION>
NUMBER OF
RECORD HOLDERS
AT FEBRUARY 1,
TITLE OF CLASS 1996
-------------- --------------
<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 by the director in
connection with any proceeding to which he has been made a party by reason of
service as a director, unless it is established that (i) the director's act or
omission was material to the matter giving rise to the proceeding and was
committed in bad faith or was the result of active and deliberate dishonesty;
or (ii) the director actually received an improper personal benefit in money,
property or services; or (iii) in the case of a criminal proceeding, the
director had reasonable cause to believe that the act or omission was unlawful.
However, indemnification may not be made in any proceeding by or in the right
of the corporation in which the director has been adjudged to be liable to the
corporation. In addition, a director may not be indemnified in respect of any
proceeding charging improper personal benefit to the director, whether or not
involving action in the director's official capacity, in which the director was
adjudged to be liable on the basis that personal benefit was improperly
received. Section 2-418 of the MGCL also requires a corporation, unless limited
by its charter, to indemnify a director who has been successful in the defense
of a proceeding against reasonable expenses incurred. Reasonable expenses
incurred by a director may be paid or reimbursed by a corporation in advance
the final disposition of a proceeding upon the receipt of certain written
affirmations and undertakings required by Section 2-418. Unless limited by its
directors, a Maryland corporation may indemnify and advance expenses to an
officer to the same extent it may indemnify a director, and is required to
indemnify an officer to the extent required for a director.
Notwithstanding the foregoing, Article V of the Registrant's By-Laws provides
that nothing contained therein shall be construed to protect any director or
officer against any liability to the Registrant or its security holders to
which he would otherwise be subject by reason of willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved in the
conduct of his office.
(b) Distribution Agreement.
Under the distribution agreement between the Registrant and Metropolitan
Life, Metropolitan Life agreed to indemnify and hold harmless any officer or
director (or any former officer or director) or any controlling person of the
Registrant from damages and expenses arising out of actual or alleged
misrepresentations or omissions to state material facts on the part of
Metropolitan Life or persons for whom it is responsible or the negligence of
any such persons in rendering services under the agreement.
(c) Undertaking.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer, or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the
C-13
<PAGE>
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
(d) Insurance.
The Registrant's directors are indemnified by Metropolitan Life in the same
manner and to the same extent as Metropolitan Life's directors. In addition
thereto, Metropolitan Life has purchased an Investment Counselors Errors and
Omissions Policy to insure the Registrant's directors and officers.
ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT MANAGER.
Metropolitan Life is a mutual life insurance company which sells insurance
policies and annuity contracts. It is authorized to transact business in all
states of the United States, the District of Columbia, Puerto Rico and all
Provinces of Canada. Its Home Office is located at 1 Madison Avenue, New York,
New York 10010 (telephone number 212-578-6130). On December 31, 1995 it had
total life insurance in force of approximately $1.3 trillion and total assets
under management of over $179 billion. Metropolitan Life is the parent of
Metropolitan Tower. Metropolitan Life also serves as the investment adviser for
certain other advisory clients.
Set forth below is a list of each director of Metropolitan Life indicating
each business, profession, vocation or employment of a substantial nature in
which each such person has been, at any time during the past two fiscal years,
engaged for his or her own account or in the capacity of director, officer,
partner or trustee.
<TABLE>
<CAPTION>
ORGANIZATION AND PRINCIPAL
NAME POSITION BUSINESS ADDRESS OF ORGANIZATION
---- -------- --------------------------------
<C> <C> <S>
Theodossios Athanassiades. Vice-Chairman of the Metropolitan Life Insurance Company,
Board and Director, New York, NY
since 12/95; prior
thereto, President and
Chief Operating
Officer.
Director/Officer Certain wholly-owned subsidiaries of
Metropolitan Life Insurance Co.,
New York, NY
Chairman of the Board GFM International Investors Limited,
and Director London, England
Director HABA Advisory Board,
New York, NY
Curtis H. Barnette........ Chairman of the Board Bethlehem Steel Corporation
and Chief Executive Bethlehem, PA
Officer
Vice-Chairman and International Iron and Steel
Director Institute,
Brussels, Belgium
Chairman Pennsylvania Business Roundtable,
Harrisburg, PA
Vice-Chairman and American Iron and Steel Institute,
Director Washington, DC
Director and former West Virginia University Foundation,
Chairman Morgantown, WV
Trustee Lehigh University
Bethlehem, PA
</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,
mittee New York, NY
Director Johnson & Johnson,
New Brunswick, NJ
Director (until 1995) Xerox Corporation, Stamford, CT
Director (until 1995) Chase Manhattan Bank, N.A., New York,
NY
Trustee National Child Labor Committee, New
York, NY
Director (until 1995) Chase Manhattan Corporation, New York,
NY
Trustee Children's Television Workshop,
New York, NY
Trustee WNET/13, New York, NY
James R. Houghton. Retired Director, Chair- Corning Incorporated, Corning, NY
man of the Board and
Chief Executive Officer
(until 4/96)
Director Dow Corning Corporation, Midland, MI
Director J.P. Morgan & Co., Inc., New York, NY
Director Morgan Guaranty Trust Co., New York,
NY
Director Exxon Corp., Dallas, TX
Harry Paul Kamen.. Chairman of the Board, Metropolitan Life Insurance Company,
President and Chief New York, NY
Executive Officer,
since 12/95; prior
thereto, Chairman of
the Board and Chief
Executive Officer
Director Bethlehem Steel Corporation,
Bethlehem, PA
Director/Officer Certain wholly-owned subsidiaries of
Metropolitan Life Insurance Company,
New York, NY
Director Banco Santander, Madrid, Spain
Director and Treasurer New York City Partnership, New York,
NY
Member of the Board New York Chamber of Commerce and
Industry, New York, NY
Director American Council of Life Insurance,
Washington, DC
Director (until 1995) The MetraHealth Companies, Inc.
McLean, VA
Director ACLI Life, Washington, DC
Director Health Medical Research Fund,
New York, NY
</TABLE>
C-15
<PAGE>
<TABLE>
<CAPTION>
ORGANIZATION AND PRINCIPAL
NAME POSITION BUSINESS ADDRESS OF ORGANIZATION
---- -------- --------------------------------
<C> <C> <S>
Helene L. Kaplan..... Of Counsel Skadden, Arps, Slate, Meagher &
Flom,
New York, NY
Director Chemical Banking Corporation,
New York, NY
Director Chemical Bank, New York, NY
Director May Department Stores Co., New
York, NY
Chairman, Board of Barnard College, New York, NY
Trustees
Director (until 1994) MITRE Corp., Bedford, MA
Director Mobil Corp., New York, NY
Director NYNEX Corporation, New York, NY
Director Council on Foreign Relations,
Washington, DC
Richard J. Mahoney... Chairman of the Monsanto Company, St. Louis, MO
Executive Committee and
Director since 4/95;
prior thereto, Retired
Chairman of the Board
and Chief Executive
Officer; prior thereto,
Chairman of the Board
and Chief Executive
Officer
Director (until 1995) G. D. Searle & Co., Skokie, IL
Director (until 1995) U.S.--U.S.S.R. Business
Council, New York, NY
Director (until 1995) The NutraSweet Co., Skokie, IL
Director Union Pacific Corporation,
Bethlehem, PA
Allen E. Murray...... Retired Chairman of the Mobil Corporation, New York, NY
Board, Director and
Chief Executive Offi-
cer, since 3/94; prior
thereto, Chairman of
the Board and Chief
Executive Officer
Director Morgan Stanley Group Inc., New
York NY
Director Minnesota Mining and
Manufacturing Co.,
St. Paul, MN
Director (until 3/94) Mobil Oil Corporation, New
York, NY
Director American Petroleum Institute,
Washington, DC
Director Lockheed Martin Corporation,
Bethesda, MD
John J. Phelan, Jr... Retired Chairman and New York Stock Exchange, Inc.,
Chief Executive Officer New York, NY
Director Eastman Kodak Co., Rochester,
NY
Director Merrill Lynch & Co., Inc., New
York, NY
Director SONAT, Inc., Birmingham, AL
</TABLE>
C-16
<PAGE>
<TABLE>
<CAPTION>
ORGANIZATION AND PRINCIPAL
NAME POSITION BUSINESS ADDRESS OF ORGANIZATION
---- -------- --------------------------------
<C> <C> <S>
John B.M. Place..... Former Chairman of the Crocker National Corporation,
Board San Francisco, CA
Director (until 3/96) Pacific Gas and Electric Company,
San Francisco, CA
Director (until 3/96) Pacific Gas and Electric
Enterprises, San Francisco, CA
Trustee University of Santa Clara, Santa
Clara, CA
Trustee World Affairs Council of Northern
California, San Francisco, CA
Hugh B. Price....... President and Chief National Urban League, Inc., New
Executive Officer York, NY
Director Cooper Union, New York, NY
Director NYNEX, New York, NY
Director The Urban Institute, New York, NY
Robert G. Schwartz.. Retired Chairman of the Metropolitan Life Insurance Company,
Board, President and New York, NY
Chief Executive Officer
Director Lowe's Companies, Inc., North
Wilkesboro, NC
Director Potlatch Corporation, San Francisco,
CA
Director ComSat Corporation, Washington, DC
Director ComSat Entertainment Group, Inc.,
Washington, DC
Director Mobil Corporation, New York, NY
Trustee Committee for Economic Development,
Washington, DC
Director Consolidated Edison Company of New
York, Inc., New York, NY
Director CS--First Boston, Inc., New York, NY
Director The Reader's Digest Association,
Inc., Pleasantville, NY
Director Lone Star Industries, Inc.,
Stamford, CT
Ruth Simmons........ President, since 6/95 Smith College, Northampton, MA
Vice President (until Princeton University, Princeton, NJ
5/95)
Trustee Institute for Advanced Study
Trustee The Woodrow Wilson National
Fellowship
William S. Sneath... Retired Chairman of the Union Carbide Corporation,
Board Riverside, CT
Director (until 1994) Tesoro Petroleum Corp., San Antonio,
TX
Director Rockwell International Corp.,
Pittsburgh, PA
Director Union Carbide Corporation,
Riverside, CT
</TABLE>
C-17
<PAGE>
<TABLE>
<CAPTION>
ORGANIZATION AND PRINCIPAL
NAME POSITION BUSINESS ADDRESS OF ORGANIZATION
---- -------- --------------------------------
<C> <C> <S>
John R. Stafford. Chairman, President and American Home Products Corp.,
Chief Executive Officer Madison, NJ
Trustee Central Park Conservancy, New York, NY
Director Pharmaceutical Research and
Manufacturers Association, Washington,
DC
Director Project HOPE, Millwood, VA
Director NYNEX Corporation, New York, NY
Director Chemical Banking Corporation,
New York, NY
Director AlliedSignal, Inc., Morristown, NJ
Director Grocery Manufacturers of America, Inc.,
Washington, DC
</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>
Harry P. Kamen.......................... Chairman of the Board, President
and Chief Executive Officer
Theodossios Athanassiades............... Vice-Chairman of the Board
Gerald Clark............................ Senior Executive Vice-President
and Chief Investment Officer
Stewart G. Nagler....................... Senior Executive Vice-President
and Chief Financial Officer
Gary A. Beller.......................... Executive Vice-President
Robert H. Benmosche..................... Executive Vice-President
Anthony C. Cannatella................... Executive Vice-President
C. Robert Henrikson..................... Executive Vice-President
John D. Moynahan, Jr. .................. Executive Vice-President
Catherine A. Rein....................... Executive Vice-President
John H. Tweedie......................... Executive Vice-President
Richard M. Blackwell.................... Senior Vice-President and General
Counsel
James B. Digney......................... Senior Vice-President
William T. Friedewald, M.D. ............ Senior Vice-President
Frederick P. Hauser..................... Senior Vice-President & Controller
Anne E. Hayden.......................... Senior Vice-President
Jeffrey J. Hodgman...................... Senior Vice-President
Leland C. Launer, Jr. .................. Senior Vice-President
Terence I. Lennon....................... Senior Vice-President
David A. Levene......................... Senior Vice-President & Chief
Actuary
James L. Lipscomb....................... Senior Vice-President
James M. Logan.......................... Senior Vice-President
Francis P. Lynch........................ Senior Vice-President
Thomas F. McDermott..................... Senior Vice-President
John C. Morrison Jr. ................... Senior Vice-President
Dominick A. Prezzano.................... Senior Vice-President
Leo T. Rasmussen........................ Senior Vice-President
Vincent P. Reusing...................... Senior Vice-President
Robert E. Sollmann, Jr. ................ Senior Vice-President
Thomas L. Stapleton..................... Senior Vice-President & Tax Director
</TABLE>
C-18
<PAGE>
<TABLE>
<CAPTION>
NAME OF OFFICER POSITION
--------------- --------
<S> <C>
William J. Toppeta......................... Senior Vice-President
Arthur G. Typermass........................ Senior Vice-President & Treasurer
James A. Valentino......................... Senior Vice-President
Judy E. Weiss.............................. Senior Vice-President
Stephen E. White........................... Senior Vice-President
Richard F. Wiseman......................... Senior Vice-President
Harvey M. Young............................ Senior Vice-President
Christine N. Markussen..................... Vice-President and Secretary
</TABLE>
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 President & Director Christian Camps & Conferences,
Inc., Boston, MA
Chairman and Trustee Gordon College, Wenham, MA
Vice President State Street Research Capital
Trust, Boston, MA
Vice President State Street Research Exchange
Trust, Boston, MA
Vice President State Street Research Growth
Trust, Boston, MA
Vice President State Street Research Master
Investment Trust, Boston, MA
Vice President State Street Research Equity
Trust, Boston, MA
Director State Street Research
Investment Services, Inc.,
Boston, MA
Susan H. Brown........... None
Vice President
John F. Burbank.......... None
Vice President
</TABLE>
C-19
<PAGE>
<TABLE>
<CAPTION>
ORGANIZATION AND PRINCIPAL
NAME & POSITION POSITION BUSINESS ADDRESS OF ORGANIZATION
--------------- -------- --------------------------------
<C> <C> <S>
Joseph W. Canavan...... Assistant Treasurer State Street Research Equity
Vice President Trust, Boston, MA
Assistant Treasurer State Street Research Financial
Trust, Boston, MA
Assistant Treasurer State Street Research Income
Trust, Boston, MA
Assistant Treasurer State Street Research Money
Market Trust, Boston, MA
Assistant Treasurer State Street Research Tax-Exempt
Trust, Boston, MA
Assistant Treasurer State Street Research Capital
Trust, Boston, MA
Assistant Treasurer State Street Research Exchange
Trust, Boston, MA
Assistant Treasurer State Street Research Growth
Trust, Boston, MA
Assistant Treasurer State Street Research Master
Investment Trust, Boston, MA
Assistant Treasurer State Street Research Securities
Trust,
Boston, MA
Assistant Controller State Street Research Portfolios,
Inc., New York, NY
Linda C. Carstons...... None
Vice President
Paul J. Clifford, Jr. . Vice President State Street Research Tax-Exempt
Vice President Trust, Boston, MA
Director Avalon, Inc., Boston, MA
Susan M.W. Di Fazio.... Senior Vice President State Street Research Investment
Vice President Services, Inc., Boston, MA
Thomas J. Dillman...... Director of Research Bank of New York, NY, NY
Senior Vice President (until 6/95)
Susan W. Drake......... Vice President State Street Research Tax-Exempt
Vice President (until 2/96) Trust, Boston, MA
Peter J. Duggan........ Vice President New England Mutual Life Insurance
Senior Vice President (until 8/94) Company, Boston, MA
Gordon Evans........... Senior Vice President State Street Research Investment
Vice President (Vice President Services, Inc., Boston, MA
until 3/96)
Alex G. Federoff....... None
Vice President
Michael D. Gardner..... Partner Prism Group, Seattle, WA
Vice President
Bartlett R. Geer....... Vice President State Street Research Income
Senior Vice President Trust, Boston, MA
Vice President State Street Research Equity
Trust, Boston, MA
Charles Glovsky........ Vice President State Street Research Capital
Senior Vice President Trust, Boston, MA
</TABLE>
C-20
<PAGE>
<TABLE>
<CAPTION>
ORGANIZATION AND PRINCIPAL
NAME & POSITION POSITION BUSINESS ADDRESS OF ORGANIZATION
--------------- -------- --------------------------------
<C> <C> <S>
William A. Hamilton, Jr..... Director and Treasurer Nautical and Aviation
Senior Vice President Publishing Company, Inc.,
Baltimore, MD
Director and Treasurer Ellis Memorial and Eldredge
House, Boston, MA
Director and Treasurer North Conway Institute,
Boston, MA
Lawrence J. Haverty, Jr..... None
Senior Vice President
George R. Heineke........... None
Vice President
F. Gardner Jackson, Jr. .... Trustee Vincent Memorial Hospital,
Senior Vice President Boston, MA
Trustee Certain trusts of related
and non-related individuals
Frederick H. Jamieson....... Vice President and Asst. State Street Research
Senior Vice President Treasurer Investment Services, Inc.,
Boston, MA
(Vice President until 6/95) Vice President and Asst. SSRM Holdings, Inc., Boston,
Treasurer MA
Vice President and Con- MetLife Securities, Inc.,
troller New York, NY
John H. Kallis.............. Vice President State Street Research
Senior Vice President Financial Trust, Boston, MA
Vice President State Street Research Income
Trust, Boston, MA
Vice President State Street Research Tax-
Exempt Trust, Boston, MA
Vice President State Street Research
Securities Trust, Boston,
MA
Trustee 705 Realty Trust,
Washington, D.C.
Director and President K&G Enterprises,
Washington, D.C.
M. Katherine Kasper......... None
Vice President
Rudolph K. Kluiber.......... Vice President State Street Research
Vice President Capital Trust, Boston, MA
Frederick R. Kobrick........ Vice President State Street Research Equity
Senior Vice President Trust, Boston, MA
Vice President State Street Research
Capital Trust, Boston, MA
Vice President State Street Research Growth
Trust, Boston, MA
Member National Alumni Council,
Boston University, Boston,
MA
Member Harvard Business School
Association, Cambridge, MA
Eileen M. Leary............. None
Vice President
Carol Lintz................. None
Vice President
</TABLE>
C-21
<PAGE>
<TABLE>
<CAPTION>
ORGANIZATION AND PRINCIPAL
NAME & POSITION POSITION BUSINESS ADDRESS OF ORGANIZATION
--------------- -------- --------------------------------
<C> <C> <S>
Gerard P. Maus.......... Treasurer State Street Research Equity
Director, Executive Trust, Boston, MA
Vice President, Treasurer State Street Research Financial
Treasurer, Chief Trust,
Boston, MA
Financial Officer Treasurer State Street Research Income
and Chief Administrative Trust,
Boston, MA
Officer Treasurer State Street Research Money
Market
Trust, Boston, MA
Treasurer State Street Research Tax-
Exempt
Trust, Boston, MA
Treasurer State Street Research Capital
Trust,
Boston, MA
Treasurer State Street Research Exchange
Trust, Boston, MA
Treasurer State Street Research Growth
Trust,
Boston, MA
Treasurer State Street Research Master
Investment Trust, Boston, MA
Director, Executive Vice State Street Research
President, Treasurer Investment
and Chief Financial Services, Inc., Boston, MA
Officer
Treasurer State Street Research
Securities
Trust, Boston, MA
Director and Treasurer State Street Research Energy,
Inc., Boston, MA
Director Metric Holdings, Inc., San
Francisco,
CA
Director Certain wholly-owned
subsidiaries of
Metric Holdings, Inc.
Director (until 11/94) GFM International Investors
Limited,
London, England
Treasurer and Chief SSRM Holdings, Inc., Boston, MA
Financial Officer
Treasurer MetLife Securities, Inc.,
Boston, MA
Judith J. Milder........ None
Senior Vice President
(Vice President
until 6/95)
Joan D. Miller.......... Senior Vice President State Street Research
Vice President Investment Services, Inc.,
Boston, MA
</TABLE>
C-22
<PAGE>
<TABLE>
<CAPTION>
ORGANIZATION AND PRINCIPAL
NAME & POSITION POSITION BUSINESS ADDRESS OF ORGANIZATION
--------------- -------- --------------------------------
<C> <C> <S>
Francis J. McNamara, III... Senior Vice President, State Street Research
Senior Vice President Clerk & General Counsel Investment Services, Inc.,
Secretary & General Boston, MA
Counsel
Secy & General Counsel State Street Research Capital
Trust,
Boston, MA
Secy & General Counsel State Street Research
Exchange
Trust, Boston, MA
Secy & General Counsel State Street Research Growth
Trust,
Boston, MA
Secy & General Counsel State Street Research Master
Investment Trust, Boston, MA
Secy & General Counsel State Street Research Equity
Trust,
Boston, MA
Secy & General Counsel State Street Research
Financial Trust,
Boston, MA
Secy & General Counsel State Street Research Income
Trust,
Boston, MA
Secy & General Counsel State Street Research Money
Market Trust, Boston, MA
Secy & General Counsel State Street Tax-Exempt
Trust,
Boston, MA
Secy & General Counsel State Street Research
Securities Trust, Boston, MA
Secy & General Counsel SSRM Holdings, Inc.,
Boston, MA
Director and Clerk State Street Research Energy,
Inc., Boston, MA
Senior Vice President, The Boston Company, Inc.,
General Counsel and Boston, MA
Assistant Secretary
(until 5/95)
Senior Vice President, Boston Safe Deposit and Trust
General Counsel and Company, Boston, MA
Assistant Secretary
(until 5/95)
Senior Vice President, The Boston Company
General Counsel and Advisors, Inc., Boston, MA
Assistant Secretary
(until 5/95)
Thomas P. Moore, Jr. ...... Director Hibernia Savings Bank,
Senior Vice President Quincy, MA
Vice President State Street Research Capital
Trust, Boston, MA
Vice President State Street Research
Exchange Trust, Boston, MA
Vice President State Street Research Growth
Trust, Boston, MA
Vice President State Street Research Master
Investment Trust, Boston, MA
Vice President State Street Research Equity
Trust, Boston, MA
JoAnne C. Mulligan......... Vice President State Street Research Money
Vice President Market
Trust, Boston, MA
</TABLE>
C-23
<PAGE>
<TABLE>
<CAPTION>
ORGANIZATION AND PRINCIPAL
NAME & POSITION POSITION BUSINESS ADDRESS OF ORGANIZATION
--------------- -------- --------------------------------
<C> <C> <S>
Stephen C. Orr......... Member Electro-Science Analysts (of
Vice President NYC),
New York, NY
Member Technology Analysts of Boston,
Boston, MA
Jamec C. Pannell....... None
Vice President
Kim M. Peters.......... Vice President State Street Research Securities
Senior Vice President Trust, Boston, MA
(Vice President
until 7/94)
Easton Ragsdale........ Senior Vice President Kidder, Peabody, & Co.
Vice President (until 12/94) Incorporated
New York, NY
Jeffrey A. Rawlins..... None
Vice President
Daniel Joseph Rice III. Vice President State Street Research Equity
Senior Vice President Trust, Boston, MA
Scott Richards......... None
Vice President
Douglas A. Romich...... Assistant Treasurer State Street Research Equity
Vice President Trust, Boston MA
Assistant Treasurer State Street Research Financial
Trust, Boston, MA
Assistant Treasurer State Street Research Income
Trust, Boston, MA
Assistant Treasurer State Street Research Money
Market Trust, Boston, MA
Assistant Treasurer State Street Research Tax-Exempt
Trust, Boston, MA
Assistant Treasurer State Street Research Capital
Trust, Boston, MA
Assistant Treasurer State Street Research Exchange
Trust, Boston, MA
Assistant Treasurer State Street Research Growth
Trust, Boston, MA
Assistant Treasurer State Street Research Master
Investment Trust, Boston, MA
Assistant Treasurer State Street Research Securities
Trust, Boston, MA
Assistant Controller State Street Research Portfolios,
Inc., New York, NY
Walter A. Row, III..... None
Vice President
Michael Schrage........ None
Vice President
</TABLE>
C-24
<PAGE>
<TABLE>
<CAPTION>
ORGANIZATION AND PRINCIPAL
NAME & POSITION POSITION BUSINESS ADDRESS OF ORGANIZATION
--------------- -------- --------------------------------
<C> <C> <S>
David C. Schultz.................... Director Capital Trust, S.A.,
Executive Vice President Luxembourg
(Senior Vice President until 12/94) Director Alex Brown Capital,
Ltd., Hamilton,
Bermuda
Director and Treasurer Mafraq Hospital
Association, Mafraq,
Jordan
Member Association of
Investment Management
Sales Executives,
Atlanta, GA
Member, Investment Lexington Christian
Committee Academy
C. Troy Shaver, Jr. ................ President and State Street Research
Executive Vice President Chief Executive Officer Investment Services
Inc., Boston, MA
President and John Hancock Fund, Inc.,
Chief Executive Officer Boston, MA
(until 1/96)
William G. Shean.................... None
Vice President
Thomas A. Shively................... Vice President State Street Research
Director and Financial Trust,
Boston, MA
Executive Vice President Vice President State Street Research
Money Market Trust,
Boston, MA
Vice President State Street Research
Tax-Exempt Trust,
Boston, MA
Director State Street Research
Investment Services,
Inc., Boston, MA
Vice President State Street Research
Securities Trust,
Boston, MA
Richard D. Shoemaker................ None
Senior Vice President
Dan R. Strelow...................... None
Senior Vice President
Paul Stuka ......................... U.S. Portfolio Consul- Teton Partners, Boston,
Senior Vice President tant (until 4/95) MA
Amy McDermott Swanson............... None
Senior Vice President
Anne M. Trebino..................... Vice President SSRM Holdings, Inc.,
Senior Vice President Boston, MA
(Vice President
until 6/95)
</TABLE>
C-25
<PAGE>
<TABLE>
<CAPTION>
ORGANIZATION AND PRINCIPAL
NAME & POSITION POSITION BUSINESS ADDRESS OF ORGANIZATION
--------------- -------- --------------------------------
<S> <C> <C>
Ralph F. Verni.......... Chairman, President, State Street Research Capital Trust,
Chairman of the Board, Chief Executive Officer Boston, MA
President, Chief and Trustee
Executive Officer
and Director
Chairman, President, State Street Research Exchange Trust,
Chief Executive Officer Boston, MA
and Trustee
Chairman, President, State Street Research Growth Trust,
Chief Executive Officer Boston, MA
and Trustee
Chairman, President, State Street Research Master Investment
Chief Executive Officer Trust, Boston, MA
and Trustee
Chairman, President, State Street Research Equity Trust,
Chief Executive Officer Boston, MA
and Trustee
Chairman, President, State Street Research Financial Trust,
Chief Executive Officer Boston, MA
and Trustee
Chairman, President, State Street Research Income Trust,
Chief Executive Officer Boston, MA
and Trustee
Chairman, President, State Street Research Money Market
Chief Executive Officer Trust, Boston, MA
and Trustee
Chairman, President, State Street Research Tax-Exempt Trust,
Chief Executive Officer Boston, MA
and Trustee
Chairman, President, State Street Research Securities Trust,
Chief Executive Officer Boston, MA
and Trustee
Chairman and Director State Street Research Investment
(President and Chief Services, Inc., Boston, MA
Executive Officer until
2/96)
President and Director State Street Research Energy, Inc.,
Boston, MA
Chairman and Director Metric Holdings, Inc., San Francisco, CA
Director and Officer Certain wholly-owned subsidiaries of
Metric Holdings, Inc.
Chairman and Director MetLife Securities, Inc., New York, NY
Chairman and Director GFM International Investors Limited,
(until 11/94) London, England
President, Chief SSRM Holdings, Inc., Boston, MA
Executive Officer
and Director
Director CML Group, Inc., Boston, MA
Dudley F. Wade.......... Vice President State Street Research Master Investment
Senior Vice President Trust, Boston, MA
Vice President State Street Research Growth Trust,
Boston MA
Julie K. Wallace........ None
Vice President
</TABLE>
C-26
<PAGE>
<TABLE>
<CAPTION>
ORGANIZATION AND PRINCIPAL
NAME & POSITION POSITION BUSINESS ADDRESS OF ORGANIZATION
--------------- -------- --------------------------------
<S> <C> <C>
Geoffrey Ward........... None
Senior Vice President
James M. Weiss.......... Chief Investment Officer IDS Advisory Group, Inc.
Senior Vice President (until 12/95) Minneapolis, MN
Elizabeth McCombs
Westvold............... None
Vice President
Darman A. Wing.......... Senior Vice President, State Street Research Investment
Vice President, Assistant Clerk and Services Inc., Boston, MA
Assistant Secretary and Assistant General
Assistant General Counsel (Vice President
Counsel until 6/95)
Assistant Secretary State Street Research Capital Trust,
Boston, MA
Assistant Secretary State Street Research Exchange Trust,
Boston, MA
Assistant Secretary State Street Research Master Investment
Trust, Boston, MA
Assistant Secretary State Street Research Securities Trust,
Boston, MA
Assistant Secretary State Street Research Growth Trust,
Boston, MA
Assistant Secretary State Street Research Equity Trust,
Boston, MA
Assistant Secretary State Street Research Financial Trust,
Boston, MA
Assistant Secretary State Street Research Income Trust,
Boston, MA
Assistant Secretary State Street Research Money Market
Trust, Boston, MA
Assistant Secretary State Street Research Tax-Exempt Trust,
Boston, MA
Assistant Secretary SSRM Holdings, Inc., Boston, MA
Robert S. Woodbury...... Employee Metropolitan Life Insurance
Vice President Company, New York, NY
Kennard Woodworth, Jr. . Vice President State Street Research Exchange Trust,
Senior Vice President Boston, MA
Vice President State Street Research Growth Trust,
(until 2/96) Boston, MA
Norman N. Wu............ Partner Atlantic-Action Realty, Framingham, MA
Senior Vice President
Director Bond Analysts Society of Boston,
Boston, MA
Michael R. Yogg......... Vice President State Street Research Income Trust,
Senior Vice President Boston, MA
Vice President State Street Research Financial Trust,
Boston, MA
</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.
C-27
<PAGE>
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.
<TABLE>
<CAPTION>
ORGANIZATION AND PRINCIPAL
NAME POSITION BUSINESS ADDRESS OF ORGANIZATION
---- -------- --------------------------------
<S> <C> <C>
Theodossios Vice-Chairman of the Metropolitan Life Insurance Company,
Athanassiades.......... Board and Director since New York, NY
Chairman of the Board 12/95; prior thereto,
and Director President and Chief
Operating Officer.
Director/Officer Certain wholly-owned subsidiaries of
Metropolitan Life Insurance Co., New
York, NY
Director HABA Advisory Board,
New York, NY
Gerald Clark ........... Senior Executive Vice- Metropolitan Life Insurance Company,
Director President and Chief New York, NY
Investment Officer since
1995; prior thereto,
Executive Vice-
President, Chief
Investment Officer
Advisory Board AIG Asian Infrastructure Fund, L.P.,
New York, NY
Director The New York Police and Fire Widows'
and Children's Benefit Fund
New York, NY
Director Community Preservation Corporation,
New York, NY
Director Century 21 Real Estate Corporation
(until 1995) Irvine, CA
Director, Chief Metropolitan Asset Management
Executive Officer, Corporation
President New York, NY
Director MetFirst Insurance Agency, Inc.
(until 8/95) Overland Park, KS
Director, since 2/96, MetLife Investment Management
prior thereto, Chairman Corporation
of the Board, Director White Plains, NY
Chairman of the Board, MetLife Capital Holdings, Inc.
Director New York, NY
Director Metropolitan Life Financial Services
Limited
Ottawa, Ontario, Canada
Director Metropolitan Life Holdings Limited
(until 1/95) Ottawa, Ontario, Canada
</TABLE>
C-28
<PAGE>
<TABLE>
<CAPTION>
ORGANIZATION AND PRINCIPAL
NAME POSITION BUSINESS ADDRESS OF ORGANIZATION
---- -------- --------------------------------
<S> <C> <C>
Director MetLife International Holdings,
Inc.
New York, NY
Chairman of the Board, MetLife Realty Group, Inc.
Director White Plains, NY
Director MetLife Securities, Inc.
(until 10/95) New York, NY
Chairman of the Board, Metmor Financial, Inc.
Director (until 8/95) Overland Park, KS
Director SSRM Holdings, Inc.
Boston, MA
C. Robert Henrikson......... Executive Vice-President Metropolitan Life Insurance
Director Company, New York, NY
Director MetLife Investment Management
Corporation
White Plains, NY
Chairman of the Board, MetLife Security Insurance
Director, President, Company of Louisiana
Chief Executive Officer Baton Rouge, LA
Director Metropolitan Property & Casualty
Insurance Company
Warwick, R.I.
Director MetLife Realty Group
White Plains, NY
Vice-Chairman Life Insurance Companies Guaranty
of New York
New York, NY
John C. Morrison, Jr........ Senior Vice-President Metropolitan Life Insurance
Director Company, New York, NY
Director MetLife Investment Management
Corporation
White Plains, NY
Director MetLife Realty Group, Inc.
White Plains, NY
Vice-President and MetLife Securities, Inc.
Treasurer (until 4/95) New York, NY
President, Director MetLife Capital Holdings, Inc.
New York, NY
Chairman of the Board, MetLife Capital Corporation
Director Bellevue, WA
Director Metmor Financial, Inc.
(until 1995) Overland Park, KS
</TABLE>
C-29
<PAGE>
<TABLE>
<CAPTION>
ORGANIZATION AND PRINCIPAL
NAME POSITION BUSINESS ADDRESS OF ORGANIZATION
---- -------- --------------------------------
<S> <C> <C>
Director MetFirst Insurance Agency, Inc.
(until 1995) Overland Park, KS
Chairman of the Board, MetLife Capital Financial
Director Corporation
Bellevue, WA
Director CLJ Finco, Inc.
Bellevue, WA
Director MLYC Cogen, Inc.
Wilmington, DE
Director Searles Cogeneration, Inc.
Bellevue, WA
Director MCC Yerkes, Inc.
Bellevue, WA
Director Cross & Brown Company
New York, NY
Director Cross & Brown Associates
of New Jersey, Inc.
New York, NY
Director Cross & Brown Associates
of New York, Inc.
New York, NY
Director Cross & Brown Construction Corp.
New York, NY
Director Cross & Brown of Connecticut,
Inc.
Westport, CT
Director Cross & Brown Company
of Florida, Inc.
Jacksonville, FL
Director Cross & Brown Residentials, Inc.
New York, NY
Director Subrown Corp.
New York, NY
Director CBNJ, Inc.
Springfield, NJ
Vice-President Metropolitan Asset Management
Corporation
New York, NY
Chairman of the Board, MetPark Funding, Inc.
Director, President New York, NY
Director Cross & Brown Company
of Georgia, Inc.
Atlanta, GA
Director Cross & Brown Company
of Maryland, Inc.
Rockville, MD
Director Cross & Brown Company
of Missouri, Inc.
New York, NY
</TABLE>
C-30
<PAGE>
<TABLE>
<CAPTION>
ORGANIZATION AND PRINCIPAL
NAME POSITION BUSINESS ADDRESS OF ORGANIZATION
---- -------- --------------------------------
<S> <C> <C>
John H. Tweedie............. Executive Vice-President Metropolitan Life Insurance
Director Company, New York, NY
Director State Street Research Portfolios,
Inc.
New York, NY
Director Metropolitan Series Fund, Inc.
New York, NY
Director MetLife International Holdings,
Inc.
New York, NY
Chairman of the Board, Texas Life Insurance Company
Director Waco, TX
Director Metropolitan Property and
Casualty
Insurance Company
Warwick, RI
Director Metropolitan Group Property and
Casualty Insurance Company
Warwick, RI
Arthur Typermass............ Senior Vice-President, Metropolitan Life Insurance
Director Treasurer Company, New York, NY
Director Furr's Supermarkets, Inc.
Albuquerque, NM
Director MetLife Realty Group
White Plains, NY
Director, Treasurer Metropolitan Life Foundation
New York, NY
Treasurer Century 21 Real Estate
(until 1995) Corporation
Irvine, CA
Treasurer Metropolitan Insurance and
Annuity Company
New York, NY
Treasurer, 23rd Street Investments, Inc.
Vice-President New York, NY
Treasurer Metropolitan Tower Corp.
New York, NY
Treasurer MetLife Texas Holdings, Inc.
New York, NY
Chairman of the Board, MetLife Credit Corp.
President, Chief Houston, TX
Executive Officer,
Treasurer
Chairman of the Board, MetLife Funding, Inc.
President, Chief New York, NY
Executive Officer,
Treasurer
Chairman, President, MetLife Holdings, Inc.
Chief Executive Officer, Houston, TX
Treasurer
</TABLE>
C-31
<PAGE>
<TABLE>
<CAPTION>
ORGANIZATION AND PRINCIPAL
NAME POSITION BUSINESS ADDRESS OF ORGANIZATION
---- -------- --------------------------------
<S> <C> <C>
Treasurer Metropolitan Asset Management
Corporation
New York, NY
Treasurer Metropolitan Tower Life
Insurance Company
New York, NY
Treasurer, Controller Metropolitan Tower Realty
Company, Inc.
New York, NY
Treasurer, Controller 2154 Trading Corporation
New York, NY
Treasurer Centennial Equities Corporation
New York, NY
Treasurer MetLife Capital Holdings, Inc.
Newark, DE
Director MetFirst Insurance
Agency, Inc.
Overland Park, KS
Treasurer MetLife International Real Estate
Equity Shares, Inc.
Newark, DE
Director, Vice- Park Avenue Funding Corporation
President, New York, NY
Treasurer
Ian Vose.................... None
Director, Chief Executive
Officer, and Chief
Investment Officer
</TABLE>
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS.
Accounts, books and other documents required to be maintained by Section
31(a) of the 1940 Act and the rules thereunder are maintained at the offices of
the Registrant, of State Street Research & Management Company of Boston,
Massachusetts and of State Street Bank and Trust Company of Boston,
Massachusetts. The address of each is set forth on the back cover of the
prospectus forming Part A of this Registration Statement and is incorporated
herein by reference. Certain records are maintained at the Registrant's office
at 1125 Seventeenth Street, Denver, Colorado 80202.
ITEM 31. MANAGEMENT SERVICES.
None.
ITEM 32. UNDERTAKINGS.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
C-32
<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 29TH DAY OF APRIL, 1996.
METROPOLITAN SERIES FUND, INC.
(REGISTRANT)
/s/ Jeffrey J. Hodgman
By: .................................
JEFFREY J. HODGMAN President
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDED
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE DATE
*
.....................................
JEFFREY J. HODGMAN
Chairman of the Board, President
(Principal Executive Officer and
Director)
*
.....................................
STEVE A. GARBAN
Director
*
.....................................
MALCOLM T. HOPKINS
Director
*
.....................................
ROBERT A. LAWRENCE
Director
*
.....................................
DEAN O. MORTON
Director
*
.....................................
MICHAEL S. SCOTT MORTON
Director
*
.....................................
JOHN H. TWEEDIE
Director
*
.....................................
RONALD ZITO
Controller (Principal Financial and
Accounting Officer)
/s/ Christopher P. Nicholas, Esq.
*By: ................................ April 29, 1996
CHRISTOPHER P. NICHOLAS, ESQ.
Attorney-in-Fact
C-33
<PAGE>
================================================================================
STATE OF MARYLAND
[LOGO]
STATE DEPARTMENT OF
ASSESSMENTS AND TAXATION
301 West Preston Street, Baltimore, Maryland 21202
EXHIBIT l
THIS IS TO CERTIFY THAT the within instrument is a true copy of the
ARTICLES OF INCORPORATION
OF
METROPOLITAN SERIES FUND, INC.
as approved and received for record by the State Department of Assessments and
Taxation of Maryland, November 23, 1982
at 2:42 o'clock P.M.
AS WITNESS my hand and official seal of the said
[SEAL] Department at Baltimore this twenty-fourth
day of November, 1982
/s/ DEAN W. Kitchen
-------------------
DEAN W. KITCHEN, CONTRACT ADMINISTRATOR
================================================================================
<PAGE>
- --------------------------------------------------------------------------------
State Department of Assessments & Taxation
301 WEST PRESTON STREET BALTIMORE, MARYLAND 21201
[SEAL] NOTICE
As a Maryland corporation you are responsible for filing an annual business tax
report with this office on or before April 15 of each year, after the year of
incorporation. This report is due annually whether or not the corporation has
been organized for business and whether or not the corporation owns any
property. If your charter authorizes the issuance of capital stock, the report
must be accompanied by a filing fee in amount of $40.00 and this fee must be
paid whether or not any stock has been issued. Non-stock corporations must file
the report but are exempt from payment of the filing fee.
Failure to timely file this report by April'15 of each year will result in the
imposition of penalties in accordance with Maryland law and continued
failure to file will result in the forefeiture of your corporate charter.
While the Department makes an annual mailing of appropriate forms to the latest
available address of each corporation, it is the responsibility of the
corporation to obtain proper forms if such are not received by mail. In this
regard the Department suggests that if forms have not been received by Apri1 of
any year, the taxpayer should make request of the Department and forms will then
be mailed.
The filing of this return does not relieve the corporation of the responsibility
of filing reports due other State agencies.
383-2530/31
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
State Department of Assessments & Taxation
301 WEST PRESTON STREET BALTIMORE, MARYLAND 21201
[SEAl] NOTICE
As a Maryland corporation you are responsible for filing on annual business tax
report with this office on or before April 15 of each year, after the year of
incorporation. This report is due annually whether or not the corporation has
been organized for business and whether or not the corporation owns any
property. If your charter authorizes the issuance of capital stock, the report
must be accompanied by a filing fee in amount of $40.00 and this fee must be
paid whether or not any stock has been issued. Non-stock corporations must file
the report but are exempt from payment of the filing fee.
Failure to timely file this report by April 15 of each year will result in the
imposition of penalties in accordance with Maryland law and continued failure to
file will result in the forefeiture of your corporate charter.
While the Department makes an annual mailing of appropriate forms to the latest
available address of each corporation, it is the responsibility of the
corporation to obtain proper forms if such are not received by mail. In this
regard the Department suggests that if forms have not been received by April 1
of any year, the taxpayer should make request of the Department and forms will
then be mailed.
The filing of this return does not relieve the corporation of the responsibility
of filing reports due other State agencies.
383-2530/31
- --------------------------------------------------------------------------------
<PAGE>
ARTICLES OF INCORPORATION
OF
METROPOLITAN SERIES FUND, INC.
ARTICLE I
THE UNDERSIGNED, Thomas L. Stapleton, whose post office address is 1
Madison Avenue, New York, New York 10010, being at least 18 years of age, does
hereby act as an incorporator, under and by virtue of the General Corporation
Law of the State of Maryland authorizing the formation of corporations and with
the intention of forming a corporation.
ARTICLE II
NAME
----
The name of the corporation is METROPOLITAN SERIES FUND, INC.
ARTICLE III
PURPOSE AND POVIERS
-------------------
The purpose or purposes for which the Corporation is formed and the
business or objects to be transacted, carried on and promoted by it are as
follows:
(1) To conduct and carry on the business of an investment company of
the management type.
<PAGE>
(2) To hold, invest and reinvest its assets in securities or other
investments, and in connection therewith to hold part or all of its assets in
cash.
(3) To issue and sell shares of its own capital stock in such amounts
and on such terms and conditions, for such purposes and for such amount or kind
of consideration now or hereafter permitted by the Maryland General Corporation
Law and by these Articles of Incorporation, as its Board of Directors may
determine.
(4) To redeem, purchase or otherwise acquire, hold, dispose of,
resell, transfer, reissue or cancel (all without the vote or consent of the
stockholders of the Corporation) shares of its capital stock, in any manner and
to the extent now or hereafter permitted by the Maryland General Corporation Law
and by these Articles of Incorporation.
(5) To engage in any or all other lawful business for which
corporations may be incorporated under the Maryland General Corporation Law.
(6) To do any and all such further acts or things and to exercise any
and all such further powers or rights as may be necessary, incidental, relative,
conducive, appropriate or desirable for the accomplishment, carrying out or
attainment of any of the foregoing purposes or objects.
The Corporation shall be authorized to exercise and enjoy all the powers,
rights and privileges granted to, or conferred upon, corporations by the
Maryland General Corporation Law now
-2-
<PAGE>
or hereafter in force, and the enumeration of the foregoing shall not be
deemed to exclude any powers, rights or privileges so granted or conferred.
ARTICLE IV
PRINCIPAL OFFICE AND RESIDENT AGENT
-----------------------------------
The post-office address of the principal office of the Corporation in the
State of Maryland is One Charles Center, Suite 1200, Baltimore, MD 21201, in
care of United Corporate Services, Inc. The resident agent of the Corporation
in Maryland is United Corporate Services, Inc., One Charles Center, Suite 1200,
Baltimore, MD 21201 and said resident agent is a corporation of the State of
Maryland.
ARTICLE V
CAPITAL STOCK
-------------
The total number of shares of capital stock which the Corporation shall
have authority to issue is ONE BILLION (1,000,000,000) shares of the par value
of One Cent ($0.01) per share and of the aggregate par value of TEN MILLION
DOLLARS ($10,000,000). Three Hundred Million (300,000,000) of such shares shall
be issued in the following classes (or "series") of common stock comprising one
Hundred million (100,000,000) shares each, and bearing the following
designations, subject however, to the authority herein granted to the Board of
Directors to increase or decrease any such number of shares:
-3-
<PAGE>
1) Growth Portfolio 2) Income Portfolio 3) Money Market Portfolio. The balance
of Seven Hundred Million (700,000,000) shares may be issued in any class or
classes, each comprising such number of shares and having such preferences,
conversion and other rights, voting powers, restrictions, limitations as to
dividends, qualifications and terms and conditions of redemption as shall be
fixed and determined from time to time by resolution or resolutions providing
for the issuance of such shares adopted by the Board of Directors, to whom
authority so to fix and determine the same is hereby expressly granted (all
without the vote or consent of the stockholders of the Corporation).
(a) The Board of Directors is hereby authorized (subject to applicable
laws) to change the designation of any class, and to increase or decrease the
number of shares of any class, but the number of shares of any class shall not
be decreased by the Board of Directors below the number of shares thereof then
outstanding. The Board may classify or reclassify any unissued shares into one
or more classes that may be established and designated from time to time.
(b) The holders of each share of stock of the Corporation shall be
entitled to one vote for each full share, and a fractional vote for each
fractional share of stock, irrespective of the class, then standing in his name
on the books of the Corporation. On any matter submitted to a vote of the
stockholders, all shares of the Corporation then issued and outstanding
-4-
<PAGE>
and entitled to vote shall be voted in the aggregate and not by class except (1)
when otherwise required by law; and (2) if the Board of Directors, in its sole
discretion, determines that any matter concerns only one or more particular
classes, it may direct that only holders of that class or those classes may vote
on the matter.
(c) The Corporation may issue shares of stock in fractional denominations
to the same extent as its whole shares, and shares in fractional denominations
shall be shares of stock having proportionately, to the respective fractions
represented thereby, all the rights of whole shares, including without
limitation, the right to vote, the right to receive dividends and distributions
and the right to participate upon liquidation of the Corporation, but excluding
the right to receive a stock certificate representing fractional shares.
(d) Except as the Board of Directors may provide in classifying or
reclassifying any unissued shares of stock, each class of stock of the
Corporation shall have the following powers, preferences or other special
rights, and the qualifications, restrictions, and limitations thereof shall be
as follows:
(1) Except as may be otherwise provided herein, all consideration
received by the Corporation for the issue or sale of shares of stock of a
particular class, together with all assets in which such consideration is
invested or reinvested, all income, earnings, profits,
-5-
<PAGE>
and proceeds thereof, including any proceeds derived from the sale,
exchange or liquidation of such assets, and any funds or payments derived
from any reinvestment of such proceeds in whatever form, shall constitute
assets of that class, as opposed to other classes of the Corporation,
subject only to the rights of creditors, and are herein referred to as
assets "belonging to" that class. Any assets, income, earnings, profits,
and proceeds thereof, funds or payments which are not readily identifiable
as belonging to any particular class, shall be allocated by or under the
supervision of the Board of Directors to and among any one or more of the
classes established and designated from time to time, in such manner and on
such basis as the Board of Directors, in its sole discretion, deems fair
and equitable.
(2) The Board of Directors may from time to time declare and pay
dividends or distributions, in stock or in cash, on any or all classes of
stock, the amount of such dividends and distributions and the payment of
them being wholly in the discretion of the Board of Directors, giving due
consideration to the interests of each class and to the interests of the
Corporation as a whole. Pursuant to the foregoing:
(i) Dividends or distributions on shares of any
class of stock shall be paid only out
-6-
<PAGE>
of surplus or other lawfully available assets determined
by the Board of Directors as belonging to such class.
(ii) Inasmuch as the Corporation intends to
qualify as a "regulated investment company" under the
Internal Revenue Code of 1954, as amended, or any
successor or statute comparable thereto, and regulations
promulgated thereunder, and inasmuch as the computation
of net income and gains for Federal income tax purposes
may vary from the computation thereof on the books of
the Corporation, the Board of Directors shall have the
power in its discretion to distribute in any fiscal
years as dividends, including dividends designated in
whole or in part as capital gains distributions, amounts
sufficient in the opinion of the Board of Directors, to
enable the Corporation to qualify as a regulated
investment company and to avoid liability for the
Corporation for Federal income tax in respect of that
year. In furtherance, and not in limitation of the
foregoing, in the event that a class of shares has a
net capital loss for a fiscal year, and to the extent
that a net capital loss for a fiscal year offsets net
capital gains from one
-7-
<PAGE>
or more of the other classes, the amount to be deemed
available for distribution to the class or classes with
the net capital gain may be reduced by the amount
offset.
(3) The assets belonging to any class of stock shall be charged with
the liabilities in respect to such class, and shall also be charged with its
share of the general liabilities of the Corporation in proportion to the net
asset value of the respective classes before allocation of general liabilities.
However the decision of the Board of Directors as to the amount of assets and
liabilities belonging to the Corporation, and their allocation to a given class
or classes shall be final and conclusive.
(4) In the event of the liquidation of the corporation the stockholders of
each class that has been established and designated shall be entitled to
receive, as a class, the excess of the assets belonging to that class over the
liabilities belonging to that class. The assets so distributable to the
stockholders of any particular class shall be distributed among such
stockholders in proportion to the number of shares of that class held by them
and recorded on the books of the corporation. Any assets not readily
identifiable as belonging to any particular class shall be allocated by or under
the supervision of the Board of Directors to and among any one or more of the
classes established and designated, as provided herein. Any such allocation by
the Board of Directors shall be conclusive and binding for a11 purposes.
-8-
<PAGE>
(5) All shares of stock of the Corporation shall have the redemption
rights provided for in Article VII.
(6) The Corporation's shares of stock are issued and sold, and all persons
who shall acquire stock of the Corporation shall acquire the same, subject to
the condition and understanding that the provisions of the Corporation's
Charter, as from time to time amended, shall be binding upon them.
ARTICLE VI
PROVISIONS FOR DEFINING, LIMITING, AND REGULATING
CERTAIN POWERS OF THE CORPORATION AND OF
THE DIRECTORS AND STOCKHOLDERS
-------------------------------------------------
(1) The number of directors of the Corporation shall be three (3), which
number may be increased or decreased pursuant to the By-Laws of the Corporation
but shall never be less than the minimum number required by the Maryland General
Corporation Law. The names of the directors who shall act until the first annual
meeting or until their successors are duly elected and qualify are:
Thomas L. Stapleton
Charles Altman
Carl J. Barrera
(2) The Board of Directors of the Corporation is hereby empowered to
authorize the issuance from time to time of shares of capital stock, whether now
or hereafter authorized, for such consideration as the Board of Directors may
deem advisable (all without the vote or consent of the stockholders of the
Corporation).
-9-
<PAGE>
(3) No holder of stock of the Corporation shall, as such holder, have any
right to purchase or subscribe for any shares of the capital stock of the
Corporation or any other security of the Corporation which it may issue or sell
(whether out of the number of shares authorized by these Articles of
Incorporation, or out of any shares of the capital stock of the Corporation
acquired by it after the issue thereof, or otherwise) other than such right, if
any, as the Board of Directors, in its discretion, may determine.
(4) The business and affairs of the Corporation shall be managed under the
direction of the Board of Directors which shall have and may exercise all powers
of the Corporation except those powers which are by law, by these Articles of
Incorporation or by the By-Laws conferred upon or reserved to the stockholders.
In furtherance and not in limitation of the powers conferred by law, the Board
of Directors shall have the power:
(i) to make, alter and repeal by-laws of the Corporation.
(ii) from time to time to set apart out of any assets
of the Corporation otherwise available for dividends a
reserve or reserves for working capital or for any other
proper purpose or purposes, and to reduce, abolish or add to
any such reserve or reserves from time to time as said Board
of Directors may deem to be in the best interests of the
Corporation; and to determine in its discretion what part of
the assets of the
-10-
<PAGE>
Corporation available for dividends in excess of such reserve
or reserves shall be declared in dividends and paid to the
stockholders of the Corporation.
(5) Notwithstanding any provision of the Maryland General Corporation Law
requiring a greater proportion than a majority of the votes of all classes or of
any class of the Corporation's stock entitled to be cast in order to take or
authorize any action, any such action may be taken or authorized upon the
concurrence of a majority of the aggregate number of votes entitled to be cast
thereon subject to applicable laws and regulations as from time to time in
effect, or rules or orders of the Securities and Exchange Commission or any
successor thereto.
(6) Any determination made in good faith and, so far as accounting matters
are involved, in accordance with generally accepted accounting principles, by or
pursuant to the direction of the Board of Directors, as to the amount of the
assets, debts, obligations, or liabilities of the Corporation, as to the amount
of any reserves or charges set up and the propriety thereof, as to the time of
or purpose for creating such reserves or charges, as to the use, alteration or
cancellation of any reserves or charges (whether or not any debt, obligation or
liability for which such reserves or charges shall have been created shall have
been paid or discharged or shall be then or thereafter required to be paid or
discharged), as to the establishment or designation of procedures or methods to
be employed
-11-
<PAGE>
for valuing any asset of the Corporation and as to the value of any asset, as to
the allocation of any asset of the Corporation to a particular class or classes
of the Corporation's stock, as to the funds available for the declaration of
dividends and as to the declaration of dividends, as to the charging of any
liability of the Corporation to a particular class or classes of the
Corporation's stock, as to the number of shares of any class or classes of the
Corporation's outstanding stock, as to the estimated expense to the Corporation
in connection with purchases or redemptions of its shares, as to the ability to
liquidate investments in orderly fashion, or as to any other matters relating
to the issue, sale, purchase or redemption or other acquisition or disposition
of investments or shares of the Corporation, or the determination of the net
asset value per share of shares of any class of the Corporation's stock, shall
be final and conclusive.
ARTICLE VII
REDEMPTION OF SHARES
--------------------
(1) Each holder of shares of capital stock of the Corporation shall be
entitled to require the Corporation to redeem all or any part of the shares of
capital stock of the Corporation standing in the name of such holder on the
books of the Corporation, at the redemption price of such shares as in effect
from time to time, subject to the right of the Board of Directors of the
Corporation to suspend the right of redemption of shares of
-12-
<PAGE>
capital stock of the Corporation or postpone the time of payment of such
redemption price in accordance with provisions of applicable law. The redemption
price of shares of capital stock of the Corporation shall be the net asset value
thereof as determined by, or pursuant to the direction of the Board of Directors
of the Corporation from time to time in accordance with the provisions of
applicable law, less such redemption fee or other charge, if any, as may be
fixed by resolution of the Board of Directors of the Corporation. Redemption
shall be conditional upon the Corporation having funds legally available
therefor. Payment of the redemption price shall be made in cash or by check on
current funds, or in assets other than cash, by the Corporation at such time and
in such manner as may be determined from time to time by the Board of Directors
of the Corporation.
(2) If the Board of Directors determines that the net asset value per
share of any class or classes of the Corporation's stock should remain constant,
the Corporation may declare, pay and credit as dividends daily the net income
(which may include or give effect to realized and unrealized gains and losses,
as determined in accordance with the Corporation's accounting and portfolio
valuation policies) of the Corporation allocated to that class. If the amount so
determined for any day is negative, the Corporation may, without the payment of
monetary compensation but in consideration of the interest of the Corporation
and its stockholders in maintaining a constant net asset value per share of the
class, redeem pro rata from all the
-13-
<PAGE>
the stockholders of record of shares of the class or classes at the time of such
redemption (in proportion to their respective holdings thereof) such number of
outstanding shares of the class, or fractions thereof, as shall be required to
permit the net asset value per share of the class to remain constant.
(3) If in the sole determination of the Board of Directors, the
continuation of the offering of the shares of any one or more classes is no
longer in the best interests of the Corporation, e.g. because market conditions
have changed, regulatory problems have developed or participation in such class
is low, the Corporation may cease the offering of such shares and may by
majority vote of the Board of Directors, require the redemption of all
outstanding shares of stock of such class or classes upon thirty (30) days prior
written notice to the stockholders, all subject to the requirements of
applicable securities laws and regulations and the Maryland General Corporation
Law.
ARTICLE VIII
AMENDMENT
---------
The Corporation reserves the right to alter, amend, or repeal any
provisions contained in these Articles of Incorporation from time to time,
including any amendment which alters the contract rights of any outstanding
stock, at any time in the manner now or hereafter prescribed by the laws of the
State of Maryland, and all rights conferred herein upon the Corporation's
stockholders, directors and officers are granted subject to such reservation.
-14-
<PAGE>
IN WITNESS WHEREOF, the undersigned incorporator of METROPOLITAN SERIES
FUND, INC. hereby executes the foregoing Articles of Incorporation and
acknowledges the same to be his act.
Dated the ???? day of ????????????, 1982.
---------- --------------
????????????????????
----------------------------------
1 Madison Avenue
New York, New York 10010
-15-
<PAGE>
ARTICLES OF AMENDMENT
OF THE
ARTICLES OF INCORPORATION
OF
METROPOLITAN SERIES FUND, INC.
(Pursuant to Section 2-602 of the General Corporation Law)
The undersigned, being President of Metropolitan Series Fund, Inc., hereby
certifies as follows:
FIRST: The name of the corporation is Metropolitan Series Fund, Inc. ("the
Corporation") .
SECOND: The Articles of Incorporation of the Corporation were approved and
received for record by the State Department of Assessments and
Taxation of Maryland on the 23rd day of November, 1982.
THIRD: The Articles of Incorporation are now in full force and effect, are
hereby amended to effect the following change authorized by Section 2-
602 of the General Corporation Law:
(a) To change paragraph 3 of Article II of the Articles of
Incorporation to read as follows:
(3) The allocation of the assets and liabilities
belonging to the Corporation to a given class or
classes shall be determined by the Board of
Directors. Any decision of the Board of Directors as
to such allocation of assets and liabilities shall
be final and conclusive. Pursuant to the foregoing,
generally the assets belonging to any class of stock
shall be charged with the liabilities in respect of
such class and with the allocable portion of the
overall liabilities of the Corporation.
FOURTH: That the amendment of the Articles of Incorporation was advised by the
Board of Directors pursuant to a Resolution adopted at a Special
Meeting of the Board held on the 18th day of May, 1983, and authorized
by the unanimous written consent of the holder of all of the issued
and outstanding shares entitled to vote on an amendment to the
Articles of Incorporation, dated May 19, 1983.
<PAGE>
IN WITNESS WHEREOF, I hereunto sign my name and affirm that the statements
made herein are true under the penalties of perjury, this 19th
---------------
day of May , 1983.
----------------------
METROPOLITAN SERIES FUND, INC.
By /s/ Thomas L. Stapleton
-------------------------------
Thomas L. Stapleton, President
ATTEST:
By /s/ Carl J. Barrera
------------------------------
Carl J. Barrera, Secretary
-2-
<PAGE>
[LOGO] MARYLAND
STATE DEPARTMENT OF ASSESSMENTS AND TAXATION
Gene L. Burner, Director
TO WHOM IT MAY CONCERN:
This is to advise you that your Articles of AMENDMENT
-------------------------------
for METROPOLITAN SERIES FUND, INC. were
------------------------------------------------------------------------
received and approved for record on MAY 23, 1983 at 2:31 p.m.
--------------------------------- ----------
The official acknowledgment will be forthcoming from this Department.
Very truly yours,
/s/ Paul B. Anderson
---------------------------
Paul B. Anderson
Charter Specialist
$ 20.00 FEE PAID
-------
301 West Preston Street, Baltimore, Maryland 21201 / Phone: 301-383-2560
<PAGE>
EXHIBIT 1(b)
METROPOLITAN SERIES FUND, INC.
------------------------------
ARTICLES SUPPLEMENTARY
TO
ARTICLES OF INCORPORATION
METROPOLITAN SERIES FUND, INC., a Maryland corporation having its principal
office in this State c/o United Corporate Services, Inc., One Charles Center,
Suite 1200, Baltimore, Maryland 21201 (hereinafter called the Corporation),
hereby certifies to the State Department of Assessments and Taxation of
Maryland, that;
FIRST: The Board of Directors of the Corporation, at a meeting duly convened
and held on July 19, 1984, adopted a resolution classifying or reclassifying one
hundred million (100,000,000) unissued shares of capital stock of the
Corporation of the par value of $0.01 per share by establishing one (1) new
class of capital stock designated as Discretionary Portfolio Capital Stock and
by allocating or reallocating such one hundred million shares so that the total
number of shares of authorized capital stock of the Corporation shall be divided
among the following classes of capital stock, each class comprising the number
of shares and having the designations, preferences, rights, voting powers and
such qualifications, limitations and restrictions as are hereinafter set forth:
<PAGE>
<TABLE>
<CAPTION>
CLASS NUMBER OF SHARES
- ----- ----------------
<S> <C>
Money Market Portfolio Capital Stock 100,000,000
Income Portfolio Capital Stock 100,000,000
Growth Portfolio Capital Stock 100,000,000
Discretionary Portfolio Capital Stock 100,000,000
Unclassified 600,000,000
</TABLE>
The holders of each share of stock of the Corporation shall be entitled to one
vote for each full share, and a fractional vote for each fractional share of
stock, irrespective of the class, then standing in his name on the books of the
Corporation. On any matter submitted to a vote of the stockholders, all shares
of the Corporation then issued and outstanding and entitled to vote shall be
voted in the aggregate and not by class except (1) when otherwise required by
law and (2) if the Board of Directors, in its sole discretion, determines that
any matter concerns only one or more particular class or classes, it may direct
that only holders of that class or those classes may vote on the matter.
Except as the Board of Directors may provide in classifying or reclassifying
any unissued shares of stock, each class of stock of the Corporation shall have
the following powers, preferences or other special rights, and the
qualifications, restrictions, and limitations thereof shall be as follows:
- 2 -
<PAGE>
(1) Except as may be otherwise provided herein, all consideration received by
the Corporation for the issue or sale of shares of stock of a particular class,
together with all assets in which such consideration is invested or reinvested,
all income, earnings, profits, and proceeds thereof, including any proceeds
derived from the sale, exchange or liquidation of such assets, and any funds or
payments derived from any reinvestment of such proceeds in whatever form, shall
constitute assets of that class, as opposed to other classes of the Corporation,
subject only to the rights of creditors, and are herein referred to as assets
"belonging to" that class. Any assets, income, earnings, profits, and proceeds
thereof, funds or payments which are not readily identifiable as belonging to
any particular class, shall be allocated by or under the supervision of the
Board of Directors to and among any one or more of the classes established and
designated from time to time, in such manner and on such basis as the Board of
Directors, in its sole discretion, deems fair and equitable.
(2) The Board of Directors may from time to time declare and pay dividends or
distributions, in stock or in cash, on any or all classes of stock, the amount
of such dividends and distributions and the payment of them being wholly in the
discretion
- 3 -
<PAGE>
of the Board of Directors, giving due consideration to the interests of each
class and to the interests of the Corporation as a whole. Pursuant to the
foregoing:
(i) Dividends or distributions on shares of any class of stock shall be
paid only out of surplus or other lawfully available assets determined by the
Board of Directors as belonging to such class.
(ii) Inasmuch as the Corporation intends to qualify as a "regulated
investment company" under the Internal Revenue Code of 1954, as amended, or
any successor or statute comparable thereto, and regulations promulgated
thereunder, and inasmuch as the computation of net income and gains for
Federal income tax purposes may vary from the computation thereof on the
books of the Corporation, the Board of Directors shall have the power in its
discretion to distribute in any fiscal years as dividends, including
dividends designated in whole or in part as capital gains distributions,
amounts sufficient in the opinion of the Board of Directors, to enable the
Corporation to qualify as a regulated investment company and to avoid
liability for the Corporation for Federal income tax in respect of that year.
In furtherance,
- 4 -
<PAGE>
and not in limitation of the foregoing, in the event that a class of shares
has a net capital loss for a fiscal year, and to the extent that a net
capital loss for a fiscal year offsets net capital gains from one or more of
the other classes, the amount to be deemed available for distribution to the
class or classes with the net capital gain may be reduced by the amount
offset.
(3) The assets belonging to any class of stock shall be charged with the
liabilities in respect to such class, and shall also be charged with its share
of the general liabilities of the Corporation in proportion to the net asset
value of the respective classes before allocation of general liabilities.
However the decision of the Board of Directors as to the amount of assets and
liabilities belonging to the Corporation, and their allocation to a given class
or classes shall be final and conclusive.
(4) In the event of the liquidation of the corporation the stockholders of
each class that has been established and designated shall be entitled to
receive, as a class, the excess of the assets belonging to that class over the
liabilities belonging to that class. The assets so distributable to the
stockholders of any particular class shall be distributed among such
stockholders in proportion to the number of shares of that class held by them
and recorded on the books of the corporation. Any assets
- 5 -
<PAGE>
not readily identifiable as belonging to any particular class shall be allocated
by or under the supervision of the Board of Directors to and among any one or
more of the classes established and designated, as provided herein. Any such
allocation by the Board of Directors shall be conclusive and binding for all
purposes.
(5) Each holder of shares of capital stock of the Corporation shall be
entitled to require the Corporation to redeem all or any part of the shares of
capital stock of the Corporation standing in the name of such holder on the
books of the Corporation, at the redemption price of such shares as in effect
from time to time, subject to the right of the Board of Directors of the
Corporation to suspend the right of redemption of shares of capital stock of the
Corporation or postpone the time of payment of such redemption price in
accordance with provisions of applicable law. The redemption price of shares of
capital stock of the Corporation shall be the net asset value thereof as
determined by, or pursuant to the direction of the Board of Directors of the
Corporation from time to time in accordance with the provisions of applicable
law, less such redemption fee or other charge, if any, as may be fixed by
resolution of the
- 6 -
<PAGE>
Board of Directors of the Corporation. Redemption shall be conditional upon the
Corporation having funds legally available therefor. Payment of the redemption
price shall be made in cash or by check or current funds, or in assets other
than cash, by the Corporation at such time and in such manner as may be
determined from time to time by the Board of Directors of the Corporation.
(6) The Corporation's shares of stock are issued and sold, and all persons who
shall acquire stock of the Corporation shall acquire the same, subject to the
condition and understanding that the provisions of the Articles of Incorporation
of the Corporation, as from time to time amended, shall be binding upon them.
SECOND: The shares aforesaid have been duly classified or reclassified by the
Board of Directors pursuant to the authority and power contained in Article V of
the Articles of Incorporation of the Corporation.
- 7 -
<PAGE>
IN WITNESS WHEREOF, METROPOLITAN SERIES FUND, INC. has caused these presents
to be signed in its name and on its behalf by its President and Chief Executive
Officer and its corporate seal to be hereunto affixed and attested by its
Assistant Secretary, on October 22, 1984.
METROPOLITAN SERIES FUND, INC.
By /s/ Jeffrey J. Hodgman
----------------------------------
Jeffrey J. Hodgman
President and Chief
Executive Officer
Attest:
/s/ Carl J. Barrera
- ------------------------
Carl J. Barrera
Assistant Secretary
THE UNDERSIGNED, President of METROPOLITAN SERIES FUND, INC., who executed on
behalf of said Corporation the foregoing Articles Supplementary to the Articles
of Incorporation, of which this certificate is made a part, hereby acknowledges,
in the name and on behalf of said Corporation, the foregoing Articles
Supplementary to the Articles of Incorporation to be the corporate act of said
Corporation and further certifies that, to the best of his knowledge,
information and belief, the matters and facts set forth therein with respect to
the approval thereof are true in all material respects, under the penalties of
perjury.
/s/ Jeffrey J. Hodgman
-------------------------------------
Jeffrey J. Hodgman
- 8 -
<PAGE>
ARTICLES SUPPLEMENTARY
OF
METROPOLITAN SERIES FUND, INC.
APPROVED AND RECEIVED FOR RECORD BY THE STATE DEPARTMENT OF ASSESSMENTS AND
TAXATION OF MARYLAND October 25, 1984 AT 2:30 O'CLOCK P.M. AS IN COMFORMITY
WITH LAW AND ORDERED RECORDED.
------------
RECORDED IN LIBER , FOLIO , OF THE RECORDS OF THE STATE
DEPARTMENT OF ASSESSMENTS AND TAXATION OF MARYLAND.
------------
BONUS TAX PAID: RECORDING FEE PAID: SPECIAL FEE PAID:
$_________________ $ 26.00 $_________________
-------------------
------------
TO THE CLERK OF THE CIRCUIT COURT OF BALTIMORE CITY
IT IS HEREBY CERTIFIED, THAT THE WITHIN INSTRUMENT, TOGETHER WITH ALL
INDORSEMENTS THEREON, HAS BEEN RECEIVED, APPROVED AND RECORDED BY THE STATE
DEPARTMENT OF ASSESSMENTS AND TAXATION OF MARYLAND.
AS WITNESS MY HAND AND SEAL OF THE DEPARTMENT AT BALTIMORE.
---------------------------------
[SEAL]
<PAGE>
EXHIBIT 1(c)
METROPOLITAN SERIES FUND, INC.
------------------------------
ARTICLES SUPPLEMENTARY
TO
ARTICLES OF INCORPORATION
METROPOLITAN SERIES FUND, INC., a Maryland corporation having its
principal office in this State c/o United Corporate Services, Inc., One Charles
Center, Suite 1200, Baltimore, Maryland 21201 (hereinafter called the
Corporation), hereby certifies to the State Department of Assessments and
Taxation of Mary1and, that:
FIRST: The Board of Directors of the Corporation, by unanimous written
consent in lieu of a meeting dated May 12, 1986, adopted a resolution
classifying or reclassifying one hundred million (100,000,000) unissued shares
of capital stock of the Corporation of the par value of $0.01 per share by
establishing one (1) new class of capital stock designated as GNMA Portfolio
Capital Stock and by allocating or reallocating such one hundred million shares
so that the total number of shares of authorized capital stock of the
Corporation shall be divided among the following classes of capital stock, each
class comprising the number of shares and having the designations, preferences,
rights, voting powers and such qualifications, limitations and restrictions as
are hereinafter set forth:
<PAGE>
CLASS NUMBER OF SHARES
----- ----------------
Money Market Portfolio Capital Stock 100,000,000
Income Portfolio Capital Stock 100,000,000
Growth Portfolio Capital Stock 100,000,000
Discretionary Portfolio Capital Stock 100,000,000
GNMA Portfolio 100,000,000
Unclassified 500,000,000
The holder of each share of stock of the Corporation shall be entitled to
one vote for each full share, and a fractional vote for each fractional share of
stock, irrespective of the class, then standing in his name on the books of the
Corporation. On any matter submitted to a vote of the stockholders, all shares
of the Corporation then issued and outstanding and entitled to vote shall be
voted in the aggregate and not by class except (1) when otherwise required by
law and (2) if the Board of Directors, in its sole discretion, determines that
any matter concerns only one or more particular class or classes, it may direct
that only holders of that class or those classes may vote on the matter.
Except as the Board of Directors may provide in classifying or
reclassifying any unissued shares of stock, each class of stock of the
Corporation shall have the following powers, preferences or other special
rights, and the qualifications, restrictions, and limitations thereof shall be
as follows:
- 2 -
<PAGE>
(1) Except as may be otherwise provided herein, all consideration
received by the Corporation for the issue or sale of shares of stock of a
particular class, together with all assets in which such consideration is
invested or reinvested, all income, earnings, profits, and proceeds thereof,
including any proceeds derived from the sale, exchange or liquidation of such
assets, and any funds or payments derived from any reinvestment of such
proceeds in whatever form, shall constitute assets of that class, as opposed to
other classes of the Corporation, subject only to the rights of creditors, and
are herein referred to as assets "belonging to" that class. Any assets, income,
earnings, profits, and proceeds thereof, funds or payments which are not
readily identifiable as belonging to any particular class, shall be allocated
by or under the supervision of the Board of Directors to and among any one or
more of the classes established and designated from time to time, in such
manner and on such basis as the Board of Directors, in its sole discretion,
deems fair and equitable.
(2) The Board of Directors may from time to time declare and pay
dividends or distributions, in stock or in cash, on any or all classes of
stock, the amount of such dividends and distributions and the payment of them
being wholly in the discretion
- 3 -
<PAGE>
of the Board of Directors, giving due consideration to the interests of each
class and to the interests of the Corporation as a whole. Pursuant to the
foregoing:
(i) Dividends or distributions on shares of any class of stock shall be
paid only out of surplus or other lawfully available assets determined by the
Board of Directors as belonging to such class.
(ii) Inasmuch as the Corporation intends to qualify as a "regulated
investment company" under the Internal Revenue Code of 1954, as amended, or any
successor or statute comparable thereto, and regulations promulgated
thereunder, and inasmuch as the computation of net income and gains for Federal
income tax purposes may vary from the computation thereof on the books of the
Corporation, the Board of Directors shall have the power in its discretion to
distribute in any fiscal years as dividends, including dividends designated in
whole or in part as capital gains distributions, amounts sufficient in the
opinion of the Board of Directors, to enable the Corporation to qualify as a
regulated investment company and to avoid liability for the Corporation for
Federal income tax in respect of that year. In furtherance,
- 4 -
<PAGE>
and not in limitation of the foregoing, in the event that a class of
shares has a net capital loss for a fiscal year, and to the extent that a
net capital loss for a fiscal year offsets net capital gains from one or
more of the other classes, the amount to be deemed available for
distribution to the class or classes with the net capital gain may be
reduced by the amount offset.
(3) The assets belonging to any class of stock shall be charged with the
liabilities in respect to such class, and shall also be charged with its share
of the general liabilities of the Corporation in proportion to the net asset
value of the respective classes before allocation of general liabilities.
However the decision of the Board of Directors as to the amount of assets and
liabilities belonging to the Corporation, and their allocation to a given class
or classes shall be final and conclusive.
(4) In the event of the liquidation of the corporation the stockholders of
each class that has been established and designated shall be entitled to
receive, as a class, the excess of the assets belonging to that class over the
liabilities belonging to that class. The assets so distributable to the
stockholders of any particular class shall be distributed among such
stockholders in proportion to the number of shares of that class held by them
and recorded on the books of the corporation. Any assets
- 5 -
<PAGE>
not readily identifiable as belonging to any particular class shall be allocated
by or under the supervision of the Board of Directors to and among any one or
more of the classes established and designated, as provided herein. Any such
allocation by the Board of Directors shall be conclusive and binding for all
purposes.
(5) Each holder of shares of capital stock of the Corporation shall be
entitled to require the Corporation to redeem all or any part of the shares of
capital stock of the Corporation standing in the name of such holder on the
books of the Corporation, at the redemption price of such shares as in effect
from time to time, subject to the right of the Board of Directors of the
Corporation to suspend the right of redemption of shares of capital stock of the
Corporation or postpone the time of payment of such redemption price in
accordance with provisions of applicable law. The redemption price of shares of
capital stock of the Corporation shall be the net asset value thereof as
determined by, or pursuant to the direction of the Board of Directors of the
Corporation from time to time in accordance with the provisions of applicable
law, less such redemption fee or other charge, if any, as may be fixed by
resolution of the
- 6 -
<PAGE>
Board of Directors of the Corporation. Redemption shall be conditional upon the
Corporation having funds legally available therefor. Payment of the redemption
price shall be made in cash or by check or current funds, or in assets other
than cash, by the Corporation at such time and in such manner as may be
determined from time to time by the Board of Directors of the Corporation.
(6) The Corporation's shares of stock are issued and sold, and all persons
who shall acquire stock of the Corporation shall acquire the same, subject to
the condition and understandinq that the provisions of the Articles of
Incorporation of the Corporation, as from time to time amended, shall be binding
upon them. SECOND: The shares aforesaid have been duly classified or
reclassified by the Board of Directors pursuant to the authority and power
contained in Article V of the Articles of Incorporation of the Corporation.
- 7 -
<PAGE>
IN WITNESS WHEREOF, METROPOLITAN SERIES FUND, INC. has caused these
presents to be signed in its name and on its behalf by its President and Chief
Executive Officer and its corporate seal to be hereunto affixed and attested by
its Assistant Secretary, on May 16, 1986.
METROPOLITAN SERIES FUND, INC.
By /s/ Jeffrey J. Hodgman
----------------------
Jeffrey J. Hodgman
President and Chief
Executive Officer
Attest:
/s/ Christopher P. Nicholas
- ---------------------------
Christopher P. Nicholas
Assistant Secretary
THE UNDERSIGNED, President of METROPOLITAN SERIES FUND, INC., who executed
on behalf of said Corporation the foregoing Articles Supplementary to the
Articles of Incorporation, of which this certificate is made a part, hereby
acknowledges, in the name and on behalf of said Corporation, the foregoing
Articles Supplementary to the Articles of Incorporation to be the corporate act
of said Corporation and further certifies that, to the best of his knowledge,
information and belief, the matters and facts set forth therein with respect to
the approval thereof are true in all material respects, under the penalties of
perjury.
/s/ Jeffrey J. Hodgman
----------------------
Jeffrey J. Hodgman
- 8 -
<PAGE>
[LOGO]
DOCUMENT CODE 16 Business Code 03 County
---- ------ ----------------------
# D1484096 _____Close
--------------
Merging Surviving
(Transferor) ___________________ (Transferee)______________________
________________________________ __________________________________
________________________________ __________________________________
________________________________ __________________________________
Name Change _______ Change of Name
(New Name) _____________________
_______ Change of Principal Office
________________________________
_______ Change of Resident Agent
________________________________
_______ Change of Resident Agent Addres
________________________________
CODE AMOUNT FEE REMITTED CODE AMOUNT FEE REMITTED
- ---- ------ ------------ ---- ------ ------------
61 ______ Rec. Fee (Arts of Inc.) 75 ______ Special Fee
20 ______ Organ. & Capitalization 80 ______ For. Limited Partner-
62 26 Rec. Fee (Amendment) ship
------
63 ______ Rec. Fee (Merger or 83 ______ Cert. Ltd. Partnership
Consolidation) 84 ______ Amend. to Limited
64 ______ Rec. Fee (Transfer) Partnership
65 ______ Rec. Fee (Dissolution) 85 ______ Term. of Limited
66 ______ Rec. Fee (Revival) Partnership
52 ______ Foreign Qualification 21 ______ Recordation Tax
51 ______ Foreign Name Registration 22 ______ State Transfer Tax
50 ______ Cert. of Qualification 23 ______ Local Transfer Tax
or Registration 31 ______ Corp. Good Standing
13 50 5 Certified Copy 40 NA ______ For. Corporation
------
56 ______ Foreign Penalty Registration
54 ______ For. Supplemental Cert ______ Other ________________
73 ______ Cert. of Conveyance ______________________
______ ________________________ ______ ______________________
________________________ ______________________
TOTAL FEE 76 X Checks ______ Cash APPROVED BY: ________________
______
_______ Documents on _______ checks
Mail to Address: United Corporate Services Inc. Code______
------------------------------
9 East 40th Street
- ----------------------------------------------
New York, New York 10016 ATTENTION: ___________________
- ----------------------------------------------
______________________________
<PAGE>
EXHIBIT 1(D)
METROPOLITAN SERIES FUND. INC.
ARTICLES SUPPLEMENTARY
TO
ARTICLES OF INCORPORATION
METROPOLITAN SERIES FUND, INC., a Maryland corporation having its principal
office in this State C/O UNITED CORPORATE Services, Inc., One Charles Center,
Suite 1200, Baltimore, Maryland 21201 (hereinafter called the Corporation),
hereby certifies to the State Department of Assessments and Taxation of
Maryland, that:
FIRST: The Board of Directors of the Corporation, by unanimous written consent
in lieu of a meeting dated August 18, 1987, adopted a resolution classifying or
reclassifying four hundred million (400,000,000) unissued shares of capital
stock of the Corporation of the par value of $0.01 per share by establishing
four (4) new classes of capital stock designated respectively as Global
Portfolio Capital Stock, Aggressive Stock Portfolio Capital Stock, Aggressive
Discretionary Portfolio Capital Stock, and High Yield Bond Portfolio Capital
Stock and by allocating or reallocating such four hundred million shares so that
the total number of shares of authorized capital stock of the Corporation shall
be divided among the following classes of capital stock, each class comprising
the number of shares and having the designations, preferences, rights, voting
powers and such qualifications, limitations and restrictions as are hereinafter
set forth:
<PAGE>
CLASS NUMBERS OF SHARES
----- -----------------
Money Market Portfolio Capital Stock 100,000,000
Income Portfolio Capital Stock 100,000,000
Growth Portfolio Capital Stock 100,000,000
Discretionary Portfolio Capital Stock 100,000,000
GNMA Portfolio Capital Stock 100,000,000
Global Portfolio Capital Stock 100,000,000
Aggressive Stock Portfolio Capital Stock 100,000,000
Aggressive Discretionary Portfolio Capital Stock 100,000,000
High Yield Bond Portfolio Capital Stock 100,000,000
Unclassified 100,000,000
The holder of each share of stock of the Corporation shall be entitled to one
vote for each full share, and a fractional vote for each fractional share of
stock, irrespective of the class, then standing in his name on the books of the
Corporation. On any matter submitted to a vote of the stockholders, all shares
of the Corporation then issued and outstanding and entitled to vote shall be
voted in the aggregate and not by class except (1) when otherwise required by
law and (2) if the Board of Directors, in its sole discretion, determines that
any matter concerns only one or more particular class or classes, it may direct
that only holders of that class or those classes may vote on the matter.
Except as the Board of Directors may provide in classifying or reclassifying
any unissued shares of stock, each class of stock of the Corporation shall have
the following powers, preferences or other special rights, and the
qualifications, restrictions, and limitations thereof shall be as follows:
- 2 -
<PAGE>
(1) Except as may be otherwise provided herein, all consideration received by
the Corporation for the issue or sale of shares of stock of a particular class,
together with all assets in which such consideration is invested or reinvested,
all income, earnings, profits, and proceeds thereof, including any proceeds
derived from the sale, exchange or liquidation of such assets, and any funds or
payments derived from any reinvestment of such proceeds in whatever form, shall
constitute assets of that class, as opposed to other classes of the Corporation,
subject only to the rights of creditors, and are herein referred to as assets
"belonging to" that class. Any assets, income, earnings, profits, and proceeds
thereof, funds or payments which are not readily identifiable as belonging to
any particular class, shall be allocated by or under the supervision of the
Board of Directors to and among any one or more of the classes established and
designated from time to time, in such manner and on such basis as the Board of
Directors, in its sole discretion, deems fair and equitable.
(2) The Board of Directors may from time to time declare and pay dividends or
distributions, in stock or in cash, on any or all classes of stock, the amount
of such dividends and distributions and the payment of them being wholly in the
discretion
- 3 -
<PAGE>
of the Board of Directors, giving due consideration to the interests of each
class and to the interests of the Corporation as a whole. Pursuant to the
foregoing:
(i) Dividends or distributions on shares of any class of stock shall be
paid only out of surplus or other lawfully available assets determined by the
Board of Directors as belonging to such class.
(ii) Inasmuch as the Corporation intends to qualify as a "regulated
investment company" under the Internal Revenue Code of 1954, as amended, or
any successor or statute comparable thereto, and regulations promulgated
thereunder, and inasmuch as the computation of net income and gains for
Federal income tax purposes may vary from the computation thereof on the books
of the Corporation, the Board of Directors shall have the power in its
discretion to distribute in any fiscal years as dividends, including dividends
designated in whole or in part as capital gains distributions, amounts
sufficient in the opinion of the Board of Directors, to enable the Corporation
to qualify as a regulated investment company and to avoid liability for the
Corporation for Federal income tax in respect of that year. In furtherance,
- 4 -
<PAGE>
and not in limitation of the foregoing, in the event that a class of shares has
a net capital loss for a fiscal year, and to the extent that a net capital loss
for a fiscal year offsets net capital gains from one or more of the other
classes, the amount to be deemed available for distribution to the class or
classes with the net capital gain may be reduced by the amount offset.
(3) The assets belonging to any class of stock shall be charged with the
liabilities in respect to such class, and shall also be charged with its share
of the general liabilities of the Corporation in proportion to the net asset
value of the respective classes before allocation of general liabilities.
However the decision of the Board of Directors as to the amount of assets and
liabilities belonging to the Corporation, and their allocation to a given class
or classes shall be final and conclusive.
(4) In the event of the liquidation of the corporation the stockholders of
each class that has been established and designated shall be entitled to
receive, as a class, the excess of the assets belonging to that class over the
liabilities belonging to that class. The assets so distributable to the
stockholders of any particular class shall be distributed among such
stockholders in proportion to the number of shares of that class held by them
and recorded on the books of the corporation. Any assets
- 5 -
<PAGE>
not readily identifiable as belonging to any particular class shall be allocated
by or under the supervision of the Board of Directors to and among any one or
more of the classes established and designated, as provided herein. Any such
allocation by the Board of Directors shall be conclusive and binding for all
purposes.
(5) Each holder of shares of capital stock of the Corporation shall be
entitled to require the Corporation to redeem all or any part of the shares of
capital stock of the Corporation standing in the name of such holder on the
books of the Corporation, at the redemption price of such shares as in effect
from time to time, subject to the right of the Board of Directors of the
Corporation to suspend the right of redemption of shares of capital stock of the
Corporation or postpone the time of payment of such redemption price in
accordance with provisions of applicable law. The redemption price of shares of
capital stock of the Corporation shall be the net asset value thereof as
determined by, or pursuant to the direction of the Board of Directors of the
Corporation from time to time in accordance with the provisions of applicable
law, less such redemption fee or other charge, if any, as may be fixed by
resolution of the
- 6 -
<PAGE>
Board of Directors of the Corporation. Redemption shall be conditional upon
the Corporation having funds legally available therefor. Payment of the
redemption price shall be made in cash or by check or current funds, or in
assets other than cash, by the Corporation at such time and in such manner as
may be determined from time to time by the Board of Directors of the
Corporation.
(6) The Corporation's shares of stock are issued and sold, and all persons who
shall acquire stock of the Corporation shall acquire the same, subject to the
condition and understanding that the provisions of the Articles of Incorporation
of the Corporation, as from time to time amended, shall be binding upon them.
SECOND: The shares aforesaid have been duly classified or reclassified by the
Board of Directors pursuant to the authority and power contained in Article V of
the Articles of Incorporation of the Corporation.
- 7 -
<PAGE>
IN WITNESS WHEREOF, METROPOLITAN SERIES FUND, INC. has caused these presents
to be signed in its name and on its behalf by its President and Chief Executive
Officer and its corporate seal to be hereunto affixed and attested by its
Secretary, on October 6, 1987.
METROPOLITAN SERIES FUND, INC.
By /s/ Jeffrey J. Hodgman
----------------------------
Jeffrey J. Hodgman
President and Chief
Executive Officer
Attest:
/s/ Christopher P. Nicholas
- ---------------------------
Christopher P. Nicholas
Secretary
THE UNDERSIGNED, President of METROPOLITAN SERIES FUND, INC., who executed on
behalf of said Corporation the foregoing Articles Supplementary to the Articles
of Incorporation, of which this certificate is made a part, hereby acknowledges,
in the name and on behalf of said Corporation, the foregoing Articles
Supplementary to the Articles of Incorporation to be the corporate act of said
Corporation and further certifies that, to the best of his knowledge,
information and belief, the matters and facts set forth therein with respect to
the approval thereof are true in all material respects, under the penalties of
perjury.
/s/ Jeffrey J. Hodgman
----------------------------
Jeffrey J. Hodgman
- 8 -
<PAGE>
[LOGO] A STATE OF MARYLAND
STATE DEPARTMENT OF ASSESSMENTS AND TAXATION
Gene L. Burner, Director
DOCUMENT CODE 16 BUSINESS CODE ______ COUNTRY 74
------ ------
#D1484096 ___P.A ___Religious ___Close ___Stock ___Nonstock
--------
Merging Surviving
(Transferor) ______________________ (Transferee) ______________________
___________________________________ ___________________________________
___________________________________ ___________________________________
___________________________________ ___________________________________
CODE AMOUNT FEE REMITTED
20 ______ Organ. & Capitalization Name Change
61 ______ Rec. Fee (Arts of Inc.) -----------
62 26 Rec. Fee (Amendment) (New Name) ____________________
------ ________________________________
63 ______ Rec. Fee (Merger or ________________________________
Consolidation)
64 ______ Rec. Fee (Transfer)
65 ______ Rec. Fee (Dissolution) _____ Change of Name
66 ______ Rec. Fee (Revival)
52 ______ Foreign Qualification _____ Change of Principal Office
50 ______ Cert. of Qual. or Req.
51 ______ Foreign Name Registration _____ Change of Resident Agent
13 50 5 Certified Copy 40
------ _____ Change of Resident Agent
56 ______ Penalty Address
54 ______ For. Supplemental Cert.
73 ______ Cert. of Conveyance
______ _________________________
______ _________________________ Code ____________
______ _________________________
75 ______ Special Fee ATTENTION: ____________________
80 ______ For. Limited Partnership ________________________________
83 ______ Cert. Limited Partnership ________________________________
84 ______ Amendment of Limited
Partnership MAIL TO ADDRESS: _______________
85 ______ Terminaton of Limited United Corp. Services
Partnership 9 E. 40th Street
21 ______ Recordation Tax New York, NY 10016
22 ______ State Transfer Tax
23 ______ Local Transfer Tax NOTE:
31 ______ ____ Corp. Good Standings -----
NA ______ Foreign Corporation
Registration
87 ______ ____ Limited Part. Good Standings
71 ______ Financial
600 ______ _________________ Personal
Property Reports and _____
________ late filing
penalties
___ ______ Other ____________________
___ ______ Other ____________________
TOTAL
FEES 76
------
X Check ______ Cash
------
_______ Documents on ______ checks
APPROVED BY: PCM
-----
<PAGE>
EXHIBIT 1(F)
METROPOLITAN SERIES FUND. INC.
-----------------------------
ARTICLES SUPPLEMENTARY
----------------------
TO
--
ARTICLES OF INCORPORATION
-------------------------
METROPOLITAN SERIES FUND, INC., a Maryland corporation having its
principal office in this State c/o United Corporate Services, Inc., One Charles
Center, Suite 1200, Baltimore, Maryland 21201 (hereinafter called the
Corporation), hereby certifies to the State Department of Assessments and
Taxation of Maryland, that:
FIRST: The Board of Directors of the Corporation, at a meeting duly
convened and held on January 25, 1990, adopted a resolution classifying or
reclassifying one hundred million (100,000,000) unissued shares of capital stock
of the Corporation of the par value of $0.01 per share by reclassifying one (1)
class of capital stock, formerly designated as Aggressive Discretionary
Portfolio Capital Stock, as Stock Index Portfolio Capital Stock and by
allocating or reallocating such one hundred million shares so that the total
number of shares of authorized capital stock of the Corporation shall be divided
among the following classes of capital stock, each class comprising the number
of shares and having the designations, preferences, rights, voting powers and
such qualifications, limitations and restrictions as are hereinafter set forth:
<PAGE>
CLASS NUMBERS OF SHARES
----- -----------------
Money Market Portfolio Capital Stock 100,000,000
Income Portfolio Capital Stock 100,000,000
Growth Portfolio Capital Stock 100,000,000
Diversified Portfolio Capital Stock 100,000,000
(formerly known as Discretionary)
GNMA Portfolio Capital Stock 100,000,000
Global Portfolio Capital Stock 100,000,000
Aggressive Growth Portfolio Capital Stock 100,000,000
Stock Index Portfolio Capital Stock 100,000,000
Equity Income Portfolio Capital Stock 100,000,000
Unclassified 100,000,000
The holders of each share of stock of the Corporation shall be entitled to
one vote for each full share, and a fractional vote for each fractional share of
stock, irrespective of the class, then standing in his name on the books of the
Corporation. On any matter submitted to a vote of the stockholders, all shares
of the Corporation then issued and outstanding and entitled to vote shall be
voted in the aggregate and not by class except (1) when otherwise required by
law and (2) if the Board of Directors, in its sole discretion, determines that
any matter concerns only one or more particular class or classes, it may direct
that only holders of that class or those classes may vote on the matter.
Except as the Board of Directors may provide in classifying or
reclassifying any unissued shares of stock, each class of stock of the
Corporation shall have the following powers, preferences or other special
rights, and the qualifications, restrictions, and limitations thereof shall be
as follows:
<PAGE>
(1) Except as may be otherwise provided herein, all consideration received
by the Corporation for the issue or sale of shares of stock of a particular
class, together with all assets in which such consideration is invested or
reinvested, all income, earnings, profits, and proceeds thereof, including any
proceeds derived from the sale, exchange or liquidation of such assets, and any
funds or payments derived from any reinvestment of such proceeds in whatever
form, shall constitute assets of that class, as opposed to other classes of the
Corporation, subject only to the rights of creditors, and are herein referred to
as assets "belonging to" that class. Any assets, income, earnings, profits, and
proceeds thereof, funds or payments which are not readily identifiable as
belonging to any particular class, shall be allocated by or under the
supervision of the Board of Directors to and among any one or more of the
classes established and designated from time to time, in such manner and on such
basis as the Board of Directors, in its sole discretion, deems fair and
equitable.
(2) The Board of Directors may from time to time declare and pay dividends
or distributions, in stock or in cash, on any or all classes of stock, the
amount of such dividends and distributions and the payment of them being wholly
in the discretion
- 3 -
<PAGE>
of the Board of Directors, giving due consideration to the interests of each
class and to the interests of the Corporation as a whole. Pursuant to the
foregoing:
(i) Dividends or distributions on shares of any class of stock
shall be paid only out of surplus or other lawfully available assets
determined by the Board of Directors as belonging to such class.
(ii) Inasmuch as the Corporation intends to qualify as a "regulated
investment company" under the Internal Revenue Code of 1954, as amended, or
any successor or statute comparable thereto, and regulations promulgated
thereunder, and inasmuch as the computation of net income and gains for
Federal income tax purposes may vary from the computation thereof on the
books of the Corporation, the Board of Directors shall have the power in
its discretion to distribute in any fiscal years as dividends, including
dividends designated in whole or in part as capital gains distributions,
amounts sufficient in the opinion of the Board of Directors, to enable the
Corporation to qualify as a regulated investment company and to avoid
liability for the Corporation for Federal income tax in respect of that
year. In furtherance,
- 4 -
<PAGE>
and not in limitation of the foregoing, in the event that a class of shares
has a net capital loss for a fiscal year, and to the extent that a net
capital loss for a fiscal year offsets net capital gains from one or more
of the other classes, the amount to be deemed available for distribution to
the class or classes with the net capital gain may be reduced by the amount
offset.
(3) The assets belonging to any class of stock shall be charged with the
liabilities in respect to such class, and shall also be charged with its share
of the general liabilities of the Corporation in proportion to the net asset
value of the respective classes before allocation of general liabilities.
However the decision of the Board of Directors as to the amount of assets and
liabilities belonging to the Corporation, and their allocation to a given class
or classes shall be final and conclusive.
(4) In the event of the liquidation of the corporation the stockholders of
each class that has been established and designated shall be entitled to
receive, as a class, the excess of the assets belonging to that class over the
liabilities belonging to that class. The assets so distributable to the
stockholders of any particular class shall be distributed among such
stockholders in proportion to the number of shares of that class held by them
and recorded on the books of the corporation. Any assets
- 5 -
<PAGE>
not readily identifiable as belonging to any particular class shall be allocated
by or under the supervision of the Board of Directors to and among any one or
more of the classes established and designated, as provided herein. Any such
allocation by the Board of Directors shall be conclusive and binding for all
purposes.
(5) Each holder of shares of capital stock of the Corporation shall be
entitled to require the Corporation to redeem all or any part of the shares of
capital stock of the Corporation standing in the name of such holder on the
books of the Coporation, at the redemption price of such shares as in effect
from time to time, subject to the right of the Board of Directors of the
Corporation to suspend the right of redemption of shares of capital stock of the
Corporation or postpone the time of payment of such redemption price in
accordance with provisions of applicable law. The redemption price of shares of
capital stock of the Corporation shall be the net asset value thereof as
determined by, or pursuant to the direction of the Board of Directors of the
Corporation from time to time in accordance with the provisions of applicable
law, less such redemption fee or other charge, if any, as may be fixed by
resolution of the
- 6 -
<PAGE>
Board of Directors of the Corporation. Redemption shall be conditional upon
the Corporation having funds legally available therefor. Payment of the
redemption price shall be made in cash or by check or current funds, or in
assets other than cash, by the Corporation at such time and in such manner as
may be determined from time to time by the Board of Directors of the
Corporation.
(6) The Corporation's shares of stock are issued and sold, and all persons
who shall acquire stock of the Corporation shall acquire the same, subject to
the condition and understanding that the provisions of the Articles of
Incorporation of the Corporation, as from time to time amended, shall be
binding upon them.
SECOND: The shares aforesaid have been duly classified or reclassified by the
Board of Directors pursuant to the authority and power contained in Article V of
the Articles of Incorporation of the Corporation.
- 7 -
<PAGE>
IN WITNESS WHEREOF, METROPOLITAN SERIES FUND, INC. has caused these presents
to be signed in its name and on its behalf by its President and Chief Executive
Officer and its corporate seal to be hereunto affixed and attested by its
Secretary, on January 25, 1990.
METROPOLITAN SERIES FUND, INC.
BY /s/ Jeffrey J. Hodgman
-------------------------------------
Jeffrey J. Hodgman
President and Chief Executive Officer
Attest:
/s/ Christopher P. Nicholas
- ---------------------------
Christopher P. Nicholas
Secretary
THE UNDERSIGNED, President of METROPOLITAN SERIES FUND, INC., who executed
on behalf of said Corporation the foregoing Articles Supplementary to the
Articles of Incorporation, of which this certificate is made a part, hereby
acknowledges, in the name and on behalf of said Corporation, the foregoing
Articles Supplementary to the Articles of Incorporation to be the corporate act
of said Corporation and further certifies that, to the best of his knowledge,
information and belief, the matters and facts set forth therein with respect to
the approval thereof are true in all material respects, under the penalties of
perjury.
/s/ Jeffrey J. Hodgman
------------------------------------
Jeffrey J. Hodgman
<PAGE>
Exhibit 1(g)
METROPOLITAN SERIES FUND, INC.
ARTICLES SUPPLEMENTARY
TO
ARTICLES OF INCORPORATION
METROPOLITAN SERIES FUND, INC., a Maryland corporation having its principal
office in this State c/o United Corporate Series, Inc., One Charles Center,
Suite 1200, Baltimore, Maryland 21201 (hereinafter called the Corporation),
hereby certifies to the State Department of Assessments and Taxation of
Maryland, that:
FIRST: The Board of Directors of the Corporation, at a meeting duly convened
and held on August 2, 1990, adopted a resolution classifying or reclassifying
one hundred million (100,000,000) unissued shares of capital stock of the
Corporation of the par value of $0.01 per share by reclassifying one (1) class
of capital stock, formerly designated as Global Portfolio Capital Stock, as
International Stock Portfolio Capital Stock and by allocating or reallocating
such one hundred million shares so that the total number of shares of
authorized capital stock of the Corporation shall be divided among the
following classes of capital stock, each class comprising the number of shares
and having the designations, preferences, rights, voting powers and such
qualifications, limitations and restrictions as are hereinafter set forth:
<PAGE>
CLASS NUMBERS OF SHARES
- --------------------------------------------- -----------------
Money Market Portfolio Capital Stock......... 100,000,000
Income Portfolio Capital Stock............... 100,000,000
Growth Portfolio Capital Stock............... 100,000,000
Diversified Portfolio Capital Stock.......... 100,000,000
GNMA Portfolio Capital Stock................. 100,000,000
International Stock Portfolio Capital Stock.. 100,000,000
Aggressive Growth Portfolio Capital Stock.... 100,000,000
Stock Index Portfolio Capital Stock.......... 100,000,000
Equity Index Portfolio Capital Stock......... 100,000,000
Unclassified................................. 100,000,000
The holders of each share of stock of the Corporation shall be entitled to
one vote for each full share, and a fractional vote for each fractional share
of stock, irrespective of the class, then standing in his name on the books of
the Corporation. On any matter submitted to a vote of the stockholders, all
shares of the Corporation then issued and outstanding and entitled to vote
shall be voted in the aggregate and not by class except (1) when otherwise
required by law and (2) if the Board of Directors, in its sole discretion,
determines that any matter concerns only one or more particular class or
classes, it may direct that only holders of that class or those classes may
vote on the matter.
Except as the Board of Directors may provide in classifying or reclassifying
any unissued shares of stock, each class of stock of the Corporation shall have
the following powers, preferences or other special rights, and the
qualifications, restrictions, and limitations thereof shall be as follows:
<PAGE>
(1) Except as may be otherwise provided herein, all consideration received by
the Corporation for the issue or sale of shares of stock of a particular class,
together with all assets in which such consideration is invested or reinvested,
all income, earnings, profits, and proceeds thereof, including any proceeds
derived from the sale, exchange or liquidation of such assets, and any funds or
payments derived from any reinvestment of such proceeds in whatever form, shall
constitute assets of that class, as opposed to other classes of the
Corporation, subject only to the rights of creditors, and are herein referred
to as assets "belonging to" that class. Any assets, income, earnings, profits,
and proceeds thereof, funds or payments which are not readily identifiable as
belonging to any particular class, shall be allocated by or under the
supervision of the Board of Directors to and among any one or more of the
classes established and designated from time to time, in such manner and on
such basis as the Board of Directors, in its sole discretion, deems fair and
equitable.
(2) The Board of Directors may from time to time declare and pay dividends or
distributions, in stock or in cash, on any or all classes of stock, the amount
of such dividends and distributions and the payment of them being wholly in the
discretion
- 3 -
<PAGE>
of the Board of Directors, giving due consideration to the interests of each
class and to the interests of the Corporation as a whole. Pursuant to the
foregoing:
(i) Dividends or distributions on shares of any class of stock shall
be paid only out of surplus or other lawfully available assets
determined by the Board of Directors as belonging to such class.
(ii) Inasmuch as the Corporation intends to qualify as a "regulated
investment company" under the Internal Revenue Code of 1954, as amended,
or any successor or statute comparable thereto, and regulations
promulgated thereunder, and inasmuch as the computation of net income
and gains for Federal income tax purposes may vary from the computation
thereof on the books of the Corporation, the Board of Directors shall
have the power in its discretion to distribute in any fiscal years as
dividends, including dividends designated in whole or in part as capital
gains distributions, amounts sufficient in the opinion of the Board of
Directors, to enable the Corporation to qualify as a regulated
investment company and to avoid liability for the Corporation for
Federal income tax in respect of that year. In furtherance,
- 4 -
<PAGE>
and not in limitation of the foregoing, in the event that a class of
shares has a net capital loss for a fiscal year, and to the extent that
a net capital loss for a fiscal year offsets net capital gains from one
or more of the other classes, the amount to be deemed available for
distribution to the class or classes with the net capital gain may be
reduced by the amount offset.
(3) The assets belonging to any class of stock shall be charged with the
liabilities in respect to such class, and shall also be charged with its share
of the general liabilities of the Corporation in proportion to the net asset
value of the respective classes before allocation of general liabilities.
However the decision of the Board of Directors as to the amount of assets and
liabilities belonging to the Corporation, and their allocation to a given class
or classes shall be final and conclusive.
(4) In the event of the liquidation of the corporation the stockholders of
each class that has been established and designated shall be entitled to
receive, as a class, the excess of the assets belonging to that class over the
liabilities belonging to that class. The assets so distributable to the
stockholders of any particular class shall be distributed among such
stockholders in proportion to the number of shares of that class held by them
and recorded on the books of the corporation. Any assets
- 5 -
<PAGE>
not readily identifiable as belonging to any particular class shall be
allocated by or under the supervision of the Board of Directors to and among
any one or more of the classes established and designated, as provided herein.
Any such allocation by the Board of Directors shall be conclusive and binding
for all purposes.
(5) Each holder of shares of capital stock of the Corporation shall be
entitled to require the Corporation to redeem all or any part of the shares of
capital stock of the Corporation standing in the name of such holder on the
books of the Corporation, at the redemption price of such shares as in effect
from time to time, subject to the right of the Board of Directors of the
Corporation to suspend the right of redemption of shares of capital stock of
the Corporation or postpone the time of payment of such redemption price in
accordance with provision of applicable law. The redemption price of shares of
capital stock of the Corporation shall be the net asset value thereof as
determined by, or pursuant to the direction of the Board of Directors of the
Corporation from time to time in accordance with the provisions of applicable
law, less such redemption fee or other charge, if any, as may be fixed by
resolution of the
- 6 -
<PAGE>
Board of Directors of the Corporation. Redemption shall be conditional upon the
Corporation having funds legally available therefor. Payment of the redemption
price shall be made in cash or by check or current funds, or in assets other
than cash, by the Corporation at such time and in such manner as may be
determined from time to time by the Board of Directors of the Corporation.
(6) The Corporation's shares of stock are issued and sold, and all persons
who shall acquire stock of the Corporation shall acquire the same, subject to
the condition and understanding that the provisions of the Articles of
Incorporation of the Corporation, as from time to time amended, shall be
binding upon them.
SECOND: The shares aforesaid have been duly classified or reclassified by the
Board of Directors pursuant to the authority and power contained in Article V
of the Articles of Incorporation of the Corporation.
- 7 -
<PAGE>
IN WITNESS WHEREOF, METROPOLITAN SERIES FUND, INC. has caused these presents
to be signed in its name and on its behalf by its President and Chief Executive
Officer and its corporate seal to be hereunto affixed and attested by its
Secretary, on August 3, 1990.
METROPOLITAN SERIES FUND, INC.
By /s/ Jeffrey J. Hodgman
-------------------------------------
Jeffrey J. Hodgman
President and Chief Executive Officer
Attest:
/s/ Christopher P. Nicholas
- ---------------------------
Christopher P. Nicholas
Secretary
THE UNDERSIGNED, President of METROPOLITAN SERIES FUND, INC., who executed on
behalf of said Corporation the foregoing Articles Supplementary to the Articles
of Incorporation, of which this certificate is made a part, hereby
acknowledges, in the name and on behalf of said Corporation, the foregoing
Articles Supplementary to the Articles of Incorporation to be the corporate act
of said Corporation and further certifies that, to the best of his knowledge,
information and belief, the matters and facts set forth therein with respect to
the approval thereof are true in all material respects, under the penalties of
perjury.
/s/ Jeffrey J. Hodgman
-------------------------------------
Jeffrey J. Hodgman
- 8 -
<PAGE>
EXHIBIT 2
As Amended 1/27/88
EXHIBIT D
BY-LAWS
OF
METROPOLITAN SERIES FUND, INC.
ARTICLE I
Meetings of Stockholders
Section 1. Annual Meeting. An annual meeting of the stockholders of the
Corporation for the election of directors and for the transaction of such other
business as may properly be brought before the meeting may, at the discretion
of the Board of Directors, be held on such day during the period April 15 to
May 16, as shall be designated by the Board of Directors in any year. Such
meeting shall be held if required by the terms of Section 3A of this Article.
Any business of the Corporation may be transacted at an annual meeting without
being specifically designated in the notice, except such business as is
specifically required by statute to be stated in the notice.
Section 2. Special Meetings. At any time in the interval between annual
meetings, special meetings of the stockholders, unless otherwise provided by
law or by the Charter, may be called for any purpose or purposes by a majority
of the Board of Directors, the Chairman of the Board or the President. Such
purposes may include those specified in Section 3A of this Article.
Section 3. Place of Meeting. An annual meeting and any special meeting of the
stockholders shall be held at such place within the United States as the Board
of Directors may from time to time determine.
Section 3A. Required Meetings. An annual or special meeting of the
stockholders of the Corporation shall be held in any year in which any one of
the following is required to be acted on by
<PAGE>
stockholders under the Investment Company Act of 1940: (i) election of
directors; (ii) approval of an investment management or sub-investment
management agreement; (iii) ratification of the selection of independent public
accountants; and (iv) approval of a distribution agreement.
Section 4. Notice of Meetings; Waiver of Notice. Notice of the place, date
and time of the holding of each annual and special meeting of the stockholders
and the purpose or purposes of each special meeting shall be given personally
or by mail, not less than 10 nor more than 90 days before the date of such
meeting, to each stockholder entitled to vote at such meeting and to each other
stockholder entitled to notice of the meeting. The Board of Directors may fix,
in advance, a record date which shall not be less than 10 nor more than 90 days
before the date of such meeting. Notice by mail shall be deemed to be duly
given when deposited in the United States mail addressed to the stockholder at
his address as it appears on the records of the Corporation, with postage
thereon prepaid.
Notice of any meeting of stockholders shall be deemed waived by any
stockholder who shall attend such meeting in person or by proxy, or who shall,
either before or after the meeting, submit a signed waiver of notice which is
filed with the records of the meeting. When a meeting is adjourned to another
time and place, unless the Board of Directors, after the adjournment, shall fix
a new record date for an adjourned meeting, or the adjournment is for more than
120 days after the original record date, notice of such adjourned meeting need
not be given if the time and place to which the meeting shall be adjourned were
announced at the meeting at which the adjournment is taken.
- 2 -
<PAGE>
Section 5. Quorum. At all meetings of the stockholders, the holders of a
majority of the shares of stock of the Corporation entitled to vote at the
meeting, present in person or by proxy, shall constitute a quorum for the
transaction of any business, except as otherwise provided by statute or by the
Charter or these By-Laws. In the absence of a quorum no business may be
transacted, except that the holders of a majority of the shares of stock
present in person or by proxy and entitled to vote my adjourn the meeting from
time to time to a date not more than 120 days after the original record date,
without notice other than announcement thereat except as otherwise required by
these By-Laws, until the holders of the requisite amount of shares of stock
shall be so present. At any such adjourned meeting at which a quorum may be
present any business may be transacted which might have been transacted at the
meeting as originally called. When a quorum is once present to organize a
meeting, it not broken by the subsequent withdrawal of any stockholder.
Section 6. Organization. At each meeting of the stockholders, the Chairman of
the Board, or in his absence or inability to act, the President, or in the
absence or inability to act of the Chairman of the Board and the President, a
Vice-President, shall act as chairman of the meeting. The Secretary, or in his
absence or inability to act, any person appointed by the chairman of the
meeting, shall act as secretary of the meeting and keep the minutes thereof.
- 3 -
<PAGE>
Section 7. Order of Business. The order of business at all meetings of the
stockholders shall be as determined by the chairman of the meeting.
Section 8. Voting. Except as otherwise provided by statute or the Charter,
each holder of record of shares of stock of the Corporation having voting power
shall be entitled at each meeting of the stockholders to one vote for every
share of such stock standing in his name on the record of stockholders of the
Corporation as of the record date determined pursuant to Section 4 of this
Article.
Each stockholder entitled to vote at any meeting of stockholders may
authorize another person or persons to act for him by a proxy signed by such
stockholder or his attorney-in-fact. No proxy shall be valid after the
expiration of eleven months from the date thereof, unless otherwise provided in
the proxy. Every proxy shall be revocable at the pleasure of the stockholder
executing it, except in those cases where such proxy states that it is
irrevocable and where an irrevocable proxy is permitted by law. Except as
otherwise provided by statute, the Charter or these By-Laws, any corporate
action to be taken by vote of the stockholders shall be authorized by a
majority of the total votes cast at a meeting of stockholders by the holders of
shares present in person or represented by proxy and entitled to vote on such
action.
If a vote shall be taken on any question other than the election of
directors, which shall be by written ballot, then unless
- 4 -
<PAGE>
required by statute or these By-Laws, or determined by the chairman of the
meeting to be advisable, any such vote need not be by ballot. On a vote by
ballot, each ballot shall be signed by the stockholder voting, or by this
proxy, if there be such proxy, and shall state the number of shares voted.
Section 9. Inspectors. The Board may, in advance of any meeting of
stockholders, appoint one or more inspectors to act at such meeting or any
adjournment thereof. If the inspectors shall not be so appointed or if any of
them shall fail to appear or act, the chairman of the meeting may, and on the
request of any stockholder entitled to vote thereat shall, appoint inspectors.
Each inspector, before entering upon the discharge of his duties, shall take
and sign an oath to execute faithfully the duties of inspector at such meeting
with strict impartiality and according to the best of his ability. The
inspectors shall determine the number of shares outstanding and the voting
power of each, the number of shares represented at the meeting, the existence
of a quorum, the validity and effect of proxies, and shall receive votes,
ballots or consents, hear and determine all challenges and questions arising in
connection with the right to vote, count and tabulate all votes, ballots or
consents, determine the result, and do such acts as are proper to conduct the
election or vote in fairness to all stockholders. On request of the chairman of
the meeting or any stockholder entitled to vote thereat, the inspectors shall
make a report in writing of any
- 5 -
<PAGE>
challenge, request or matter determined by them and shall execute a certificate
of any fact found by them. No director or candidate for the office of director
shall act as inspector of an election of directors. Inspectors need not be
stockholders.
Section 10. Consent of Stockholders in Lieu of Meeting. To the fullest extent
permitted by Law, whenever any action is required or permitted to be taken at a
meeting of stockholders by law, by the Charter or by By-Laws, such action may
be taken without a meeting, without prior notice and without a vote of
stockholders, if a consent in writing, setting forth the action so taken, shall
be signed by the holders of all outstanding stock having voting power. The
Board of Directors may fix, in advance, a record date to express consent to any
corporate action in writing, not more than 90 days prior to any other action.
If no such record date is fixed, the record date shall be the date on which the
first written consent is received.
ARTICLE II
Board of Directors
Section 1. General Powers. Except as otherwise provided in the Charter, the
business and affairs of the Corporation shall be managed under the direction of
its Board of Directors. The Board may exercise all the powers of the
Corporation and do all such lawful acts and things as are not by statute or the
Charter directed or required to be exercised or done by the stockholders.
- 6 -
<PAGE>
Section 2. Number of Directors. The number of directors shall be fixed from
time to time by resolution of the Board of Directors adopted by a majority of
the Directors then in office; provided, however, that the number of directors
shall in no event be less than the minimum number required by the Maryland
General Corporation Law nor more than nine. Any vacancy created by an increase
in directors may be filled in accordance with Section 6 of this Article II. No
reduction in the number of directors shall have the effect of removing any
director from office prior to the expiration of his term unless such director
is specifically removed pursuant to Section 5 of this Article II at the time of
such decrease. Directors need not be stockholders.
Section 3. Election and Term of Directors. Except as otherwise provided in
Sections 4 and 5 of this Article, the Directors shall be elected at each annual
meeting of the stockholders to hold office until the next annual meeting of
stockholders. Each Director shall hold office until the expiration of the term
for which such Director is elected and until a successor has been elected and
has qualified, or until such Director's earlier death, resignation or removal.
At each meeting of the stockholders for the election of Directors, at which a
quorum is present, the Directors shall be elected by a plurality of the votes
cast by the holders of shares entitled to vote in such election. Members of the
initial Board of Directors shall hold office until the first annual meeting of
stockholders or until their
- 7 -
<PAGE>
successors have been elected and qualified. The Board of Directors shall select
one of its members to serve as Chairman of the Board. The Chairman shall
preside at all meetings of the Board of Directors and all annual meetings of
stockholders.
Section 4. Resignation. A Director of the Corporation may resign at any time
by giving written notice of his resignation to the Board or the Chairman of the
Board or the President, a Vice-President or the Secretary. Any such resignation
shall take effect at the time specified therein or, if the time when it shall
become effective shall not be specified therein, immediately upon its receipt;
and, unless otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective.
Section 5. Removal of Directors. Any Director of the Corporation may be
removed with or without cause by the stockholders by a vote of a majority of
the votes entitled to be cast for the election of Directors at any meeting of
stockholders, duly called and at which a quorum is present.
Section 6. Vacancies. Any vacancies in the Board, whether arising from death,
resignation, removal, an increase in the number of Directors or any other
cause, shall be filled by a vote of the majority of the Directors then in
office even though such majority is less than a quorum, provided that no
vacancies shall be filled by action of the remaining Directors, if after the
filling of said vacancy or vacancies, less than two-thirds of the Directors
then holding office shall have been elected by
- 8 -
<PAGE>
the stockholders of the Corporation. In the event that at any time there is a
vacancy in any office of a Director which vacancy may not be filled by the
remaining Directors, a special meeting of the stockholders shall be held as
promptly as possible and in any event within sixty days, for the purpose of
filling said vacancy or vacancies. Any Directors elected or appointed to fill a
vacancy shall hold office only until the next annual meeting of stockholders of
the Corporation and until a successor shall have been chosen and qualifies or
until his earlier resignation and removal.
Section 7. Place of Meetings. Meetings of the Board may be held at such place
as the Board may from time to time determine or as shall be specified in the
notice of such meeting.
Section 8. Annual and Regular Meetings. An annual organizational meeting of
the Board of Directors shall be held immediately following adjournment of the
annual meeting of stockholders at the place of such annual meeting. Notice of
such meeting of the Board need not be given. The Board from time to time may
provide for the holding of other regular meetings and fix the place (which may
be within or without the State of Maryland) and time of such meetings. Notice
of regular meetings need not be given, except that if the Board shall change
the time or placed of any regular meeting, notice of such action shall be
promptly communicated personally or by telephone or sent by first class mail,
telegraph, radio or cable, to each Director who shall have
- 9 -
<PAGE>
not been present at the meeting at which such action was taken, addressed to
such Director at such Director's residence, usual place of business or other
address designated with the Secretary for such purpose.
Section 9. Special Meetings; Notice. Special meetings of the Board of
Directors shall be held whenever called by the Chairman of the Board or the
President, or in the absence or disability of both, by any Vice-President, or
by the Secretary at the request of any two Directors, at such place (within or
without the State of Maryland) as may be specified in the respective notices or
waivers of notice of such meeting. Except as otherwise provided by law, a
notice of each special meeting, stating the time and place thereof, shall be
mailed to each Director addressed to such Director's residence, usual place of
business, or other address designated with the Secretary for such purpose, at
least two business days before the special meeting is to be held, or shall be
sent to such Director at such place by telegraph, radio or cable, or delivered
personally or by telephone not later than the day before the day on which such
meeting is to be held. Notice may be waived in accordance with Section 11 of
this Article.
Section 10. Waiver of Notice of Meetings. Notice of any special meeting need
not be given to any director who shall, either before or after the meeting,
sign a written waiver of
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notice or who shall attend such meeting. Except as otherwise specifically
required by these By-Laws, a notice or waiver of notice of any meeting need not
state the purposes of such meeting.
Section 11. Quorum and Voting. One-third, but not less than two, of the
members of the entire Board shall be present in person at any meeting of the
Board in order to constitute a quorum for the transaction of business at such
meeting, and except as otherwise required by statute, the Charter, these
By-Laws, or other applicable laws and regulations, the act of a majority of the
Directors present at any meeting at which a quorum is present shall be the act
of the Board; provided, however, that the approval of any contract with an
investment adviser or principal underwriter, as such terms are defined in the
Investment Company Act of 1940, as amended, which the Corporation enters into
or any renewal or amendment thereof, the approval of the fidelity bond required
by the Investment Company Act of 1940, as amended, and the selection of the
Corporation's independent public accountants shall each require the affirmative
vote of a majority of the directors who are not parties to any such contract or
interested persons of any such party so long as the Corporation is subject to
the provisions of the Investment Company Act of 1940, as amended. In the
absence of a
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quorum at any meeting of the Board, a majority of the directors present thereat
may adjourn such meeting to another time and place until a quorum shall be
present thereat. Notice of the time and place of any such adjourned meeting
shall be given to the Directors who were not present at the time of the
adjournment and, unless such time and place were announced at the meeting at
which the adjournment was taken, to the other Directors. At any adjourned
meeting at which a quorum is present, any business may be transacted which
might have been transacted at the meeting as originally called.
Section 12. Organization. The Board shall, by resolution adopted by a
majority of the entire Board, designate a Chairman of the Board, who shall
preside at each meeting of the Board. In the absence or inability of the
Chairman of the Board to preside at a meeting, the President, or, in his
absence or inability to act, another Director chosen be a majority of the
directors present, shall act as chairman of the meeting and preside thereat.
The Secretary (or, in his absence or inability to act, any person appointed by
the Chairman) shall act as secretary of the meeting and keep the minutes
thereof.
Section 13. Written Consent of Directors in Lieu of a Meeting. Any action
required or permitted to be taken at any meeting of the Board of Directors or
of any committee thereof may be taken without a meeting if all members of the
Board or committee, as the case may be, consent thereto in writing, and the
consents are filed with the minutes of the proceedings of the Board or
committee.
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Section 14. Compensation. Directors may receive compensation for services to
the Corporation in their capacities as directors or otherwise in such manner
and in such amounts as may be fixed from time to time by the Board.
Section 15. Manner of Acting. To the extent consistent with law, the Charter
and the By-Laws, the Board of Directors may adopt such rules and regulations
for the conduct of meetings of the Board and for the management of the
property, affairs and business of the Corporation as the Board may deem
appropriate. Members of the Board of Directors or of any Committee thereof may
participate in a meeting of the Board or of such Committee, as the case may be,
by means of conference telephone or similar communications equipment by means
of which all persons participating in the meeting can hear each other, and such
participation shall constitute presence in person at such meeting.
ARTICLE III
Committees
Section 1. Executive Committee. The Board may designate an Executive
Committee consisting of two or more of the Directors of the Corporation, which
committee shall have and may exercise all the persons and authority of the
Board with respect to all matters other than:
(a) the recommendation to stockholders of any action requiring authorization
of stockholders pursuant to the statute or the Charter;
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(b) the filling of vacancies on the Board of Directors;
(c) the fixing of compensation of the Directors for serving on the Board or
on any committee of the Board, including the Executive Committee;
(d) the approval or termination of any contract with an investment adviser or
principal underwriter, as such terms are defined in the Investment Company Act
of 1940, as amended, or the taking of any other action required to be taken by
the Board of Directors by the Investment Company Act of 1940, as amended;
(e) the amendment or repeal of these By-Laws or the adoption of new By-Laws;
(f) the amendment or repeal of any resolution of the Board which by its terms
may be amended or repealed only by the Board;
(g) the declaration of dividends;
(h) the approval of any merger or share exchange which does not require
shareholder approval; and
(i) the issuance of capital stock of the Corporation, except to the extent
permitted by the Maryland General Corporation Law.
The Executive Committee shall keep written minutes of its proceedings and
shall report such minutes to the Board. All such proceedings shall be subject
to revision or alteration by the Board; provided, however, that third parties
shall not be prejudiced by such revision or alteration.
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<PAGE>
Section 2. Other Committees of the Board. The Board of Directors may from
time to time, designate one or more other committees of the Board, each such
committee to consist of such number of Directors and to have such powers and
duties as the Board of Directors may, by resolution, prescribe.
Section 3. General. One-third, but not less than two, of the members of any
committee shall be present in person at any meeting of such committee in order
to constitute a quorum for the transaction of business at such meeting, and the
act of a majority present shall be the act of such committee. The Board may
designate a chairman of any committee and such chairman or any two members of
any committee may fix the time and place of its meetings unless the Board shall
otherwise provide. In the absence or disqualification of any member of any
committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
appoint another member of the Board of Directors to act at the meeting in the
place of any such absent or disqualified member. The Board shall have the power
at any time to change the membership of any committee, to fill all vacancies,
to designate alternate members to replace any absent or disqualified member, or
to dissolve any such committee. Nothing herein shall be deemed to prevent the
Board from appointing one or more committees consisting in whole or in part of
persons who
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are not directors of the Corporation; provided, however, that no such committee
shall have or may exercise any authority or power of the Board in the
management of the business or affairs of the Corporation.
ARTICLE IV
Officers, Agents and Employees
Section 1. Term and Titles. The officers of the Corporation shall be elected
or appointed by the Board of Directors and shall hold office at the pleasure of
the Board or until the election or appointment and the qualification of a
successor. There shall be a President, one or more Vice-Presidents, a Secretary
and a Treasurer. The Board of Directors may also elect or appoint such other
officers and agents, having such titles and with such responsibilities
(including but not limited to Assistants of the titles previously mentioned) as
it deems appropriate. The Board of Directors from time to time may delegate to
the chief executive officer the power to appoint each such officers or agents
and to prescribe their respective rights, terms of office, authorities and
duties. Any two or more offices may be held by the same person, except the
offices of President and Vice-President, but no officer shall act in more than
one capacity to execute, acknowledge or verify any instrument required by law
to be executed, acknowledged or verified in more than one capacity.
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<PAGE>
Section 2. Chief Executive Officer. The Board of Directors may from time to
time determine who among the officers and in what order, shall act as chief
executive officer. In the absence of such determination the President shall be
the chief executive officer. Subject to the control of the Board and to the
extent not otherwise prescribed by these By-Laws, the chief executive officer
shall supervise the carrying out of the policies adopted or approved by the
Board, shall exercise a general supervision and superintendence over all the
business and affairs of the Corporation and shall possess such other powers and
perform such other duties as may be incident to the office of chief executive
officer.
Section 3. Resignations. Any officer may resign at any time by delivering a
signed notice of resignation to the Board of Directors, the Chairman of the
Board, the President, a Vice-President or the Secretary. Such resignation shall
take effect upon the later of delivery or the date specified therein. Any
vacancy occurring in any office of the Corporation by death, resignation,
removal or otherwise, may be filled by the Board at any regular or special
meeting.
Section 4. Removal of Officer, Agent or Employee. Any officer, agent or
employee of the Corporation may be removed by the Board of Directors with or
without cause at any time, and the Board may delegate such power of removal as
to agents and employees not elected or appointed by the Board of Directors.
Such removal shall be without prejudice to such person's
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contracts rights, if any, but the appointment of any person as an officer,
agent or employee of the Corporation shall not of itself create contract
rights.
Section 5. Vacancies. A Vacancy in any office, whether arising from death,
resignation, removal or any other cause, may be filled for the unexpired
portion of the term of the office which shall be vacant, in the manner
prescribed in these By-Laws for the regular election or appointment to such
office.
Section 6. Compensation. The compensation of the officers of the Corporation
shall be fixed by the Board of Directors, but this power may be delegated to
any officer in respect of other officers under his control.
Section 7. Bonds or other Security. If required by the Board, any officer,
agent or employee of the Corporation shall give a bond or other security for
the faithful performance of his duties, in such amount and with such surety or
sureties as the Board may require.
Section 8. The President. The President shall have the following powers and
duties:
(a) to be the chief operating officer of the Corporation, and, subject to the
direction of the Board of Directors and (if the President is not also the chief
executive officer)
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the chief executive officer, to have general charge of the operations of the
business, affairs and property of the Corporation and general operations of its
officers, employees and agents; and
(b) subject to these By-Laws the President shall exercise all powers and
perform all duties incident to the office of president and chief operating
officer of a corporation, and shall exercise such other powers and perform such
other duties as from time to time may be assigned to the President by the Board
or by the chief executive officer (if the President is not also the chief
executive officer).
Section 9. The Vice-Presidents. Each Vice-President shall exercise such
powers and perform such duties as from time to time may be assigned to such
Vice-President by the Board of Directors, the chief executive officer or the
President. In the absence or during the disability of the President, the
Vice-President designated by the Board of Directors or by the President, or if
no such designation shall have been made, then the senior ranking
Vice-President present shall perform all the duties of the resident and, when
so acting, shall have all the powers of and be subject to all the restrictions
upon the President.
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Section 10. The Treasurer. Except as may otherwise be provided by the Board
of Directors, the Treasurer shall have the following power and duties:
(a) to have charge and supervision over and be responsible for the moneys,
securities, receipts and disbursements of the Corporation;
(b) to cause the moneys and other valuable effects of the Corporation to be
deposited in the name and to the credit of the Corporation in such banks or
trust companies or with such other depositories as shall be selected in
accordance with Articles IX of these By-Laws;
(c) to cause the moneys of the Corporation to be disbursed by checks or
drafts (signed as provided on Article X of these By-Laws) upon the authorized
depositories of the Corporation and cause to be taken and preserved proper
vouchers for all moneys disbursed;
(d) to render to the Board of Directors or the chief executive officer
whenever requested, a statement of the financial condition of the Corporation
and of all the financial transactions of the Corporation;
(e) to be empowered from time to time to require from all officers or agents
of the Corporation reports or statements giving such information as the
Treasurer may desire with respect to any and all financial transactions of the
Corporation; and
(f) to perform all duties incident to the office of Treasurer, and such other
duties as from time to time may be
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assigned to the Treasurer by the Board of Directors, the chief executive
officer or the President.
Section 11. The Secretary. Except as may otherwise be provided by the Board
of Directors, the Secretary shall have the following powers and duties:
(a) to keep or cause to be kept a record of all the proceedings of the
meetings of the stockholders and of the Board of Directors;
(b) to cause all notices to the Board of Directors and stockholders to be
duly given in accordance with the provisions of these By-Laws and as required
by law;
(c) to be the custodian of the records and of the seal of the Corporation.
The Secretary may cause such seal (or a facsimile thereof) to be affixed to all
instruments the execution of which on behalf of the Corporation under its seal
shall have been duly authorized in accordance with these By-Laws, and when so
affixed may attest the same;
(d) to have charge of the stock books and ledgers of the Corporation and to
cause the stock and transfer books to be kept in such manner as to show at any
time the number of shares of stock of the Corporation of each class issued and
outstanding, the names (alphabetically arranged) and the addresses of the
holders of record of such shares, the number of shares held by each holder and
the date as of which each became such hoder of record;
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(e) to perform, in general, all duties incident to the office of Secretary
and such other duties as may be given to the Secretary by these By-Laws or as
may be assigned to the Secretary from time to time by the Board of Directors,
the chief executive officer or the President; and
(f) to the extent consistent with law, the Secretary may from time to time
delegate performance of any one or more of the foregoing powers and duties, or
powers and duties otherwise conferred upon the Secretary by these By-Laws, to
one or more officers, agents or employees of the Corporation.
Section 12. Delegation of Duties. In the case of the absence of any officer
of the Corporation, or for any other reason that the Board may deem sufficient,
the Board may confer for the time being the powers or duties, or any of them,
of such officer upon any other officer or upon any director.
Section 13. Authority and Duties of Officers. The officers of the Corporation
shall have such authority and shall exercise such powers and perform such
duties as may be specified in these By-Laws, or to the extent not so provided,
by the chief executive officer and other officers acting pursuant to the chief
executive officer's authority, except that in any event each officer shall
exercise such powers and perform such duties as may be required by law. The
chief executive officer may at any time suspend any officer, other than an
officer who is a director, from any duties and authority for a period not
exceeding 90 days.
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<PAGE>
ARTICLE V
Indemnification
(a) The Corporation shall indemnify or advance any expenses to Directors and
Officers to the extent permitted or required by the Maryland General
Corporation Law, provided, however, that the Corporation shall only be required
to indemnify or advance expenses to any person other than a Director, to the
extent specifically approved by resolution adopted by the Board of Directors in
accordance with applicable law.
(b) The indemnification provided hereunder shall continue as to a person who
has ceased to be a Director or Officer, and shall inure to the benefit of the
heirs, executors and administrators of such person.
(c) Nothing contained in this Article shall be construed to protect any
Director or Officer of the Corporation against any liability to the Corporation
or its security holders to which he would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence or reckless disregard of
duties involved in the conduct of his office ("Disabling Conduct"). The means
for determining whether indemnification shall be made shall be (i) a final
decision on the merits by a court or other body before whom the proceeding was
brought that the person to be indemnified ("Indemnitee") was not liable by
reason of Disabling Conduct, or (ii) in the absence of such a
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decision, a reasonable determination, based upon a review of the facts, that
the Indemnitee was not liable by reason of Disabling Conduct, by (a) the vote
of a majority of a quorum of Directors who are neither "interested persons" of
the Corporation nor parties to the proceeding ("Disinterested Non-Party
Directors"), or (b) an independent legal counsel in a written opinion.
(d) Nothing contained in this Article shall be construed to permit the
advancement of legal expenses for the defense of a proceeding brought by the
Corporation or its security holders against a Director or officer of the
Corporation unless an undertaking is furnished by or on behalf of the
Indemnitee to repay the advance unless it is ultimately determined that he is
entitled to indemnification, and the Indemnitee complies with at least one of
the following conditions: (i) the Indemnitee shall provide a security for his
undertaking, (ii) the Corporation shall be insured against losses arising by
reason of any lawful advances, or (iii) a majority of a quorum of the
Disinterested Non-Party Directors, or an independent legal counsel in a written
opinion, shall determine, based on a review of readily available facts (as
opposed to a full trial-type inquiry), that there is reason to believe that the
Indemnitee ultimately will be found entitled to indemnification.
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ARTICLE VI
Capital Stock
Section 1. Issuance of Stock. The Board may authorize by resolution the
issuance of some or all of any classes or series of stock of the Corporation
with or without certificates. Each stockholder, if any, who is entitled to a
certificate may request delivery of such a certificate or certificates in such
form as shall be approved by the Board, representing the number of shares of
stock of the Corporation owned by him, provided however, that certificates for
fractional shares will not be delivered in any case.
Certificates representing shares of stock shall be signed by or in the name
of the Corporation by the President or a Vice-President and by the Secretary or
an Assistant Secretary of the Treasurer or an Assistant Treasurer and sealed
with the seal of the Corporation. Any or all of the signatures or the seal on
the certificate may be a facsimile. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent or registrar
before such certificate shall be issued, it may be issued by the Corporation
with the same effect as if such officer, transfer agent or registrar were still
in office at the date of issue.
At the time of the issuance or the transfer of shares not having the right to
certificates, the Corporation shall send the stockholder a written statement of
the information otherwise required to be on certificates by the Maryland
General Corporation Law.
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Section 2. Transfers of Shares. Transfers of shares of stock of the
Corporation shall be made on the stock records of the Corporation only by the
registered holder thereof, or by his attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary or with a transfer agent or
transfer clerk, and on surrender of the certificate or certificates, if issued,
for such shares properly endorsed or accompanied by a duly executed stock
transfer power and the payment of all taxes thereon. Except as otherwise
provided by law, the Corporation shall be entitled to recognize the exclusive
right of a person in whose name any share or shares stand on the record of
stockholders as the owner of such share or shares for all purposes, including,
without limitation, the rights to receive dividends or other distributions, and
to vote as such owner, and the Corporation shall not be bound to recognize any
equitable or legal claim to or interest in any such share or shares on the part
of any other person.
Section 3. Regulations. The Board may make such additional rules and
regulations, not inconsistent with these By-Laws, as it may deem expedient
concerning the issue, transfer and registration of certificates for shares of
stock of the Corporation. It may appoint, or authorize any officer or officers
to appoint, one or more transfer agents or one or more transfer clerks and one
or more registrars and may require all certificates for shares of stock to bear
the signature or signatures of any of them.
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<PAGE>
Section 4. Lost, Destroyed or Mutilated Certificates. The holder of any
certificates representing shares of stock of the Corporation shall immediately
notify the Corporation of any loss, destruction or mutilation of such
certificate, and the Corporation may issue a new certificate of stock in the
place of any certificate theretofore issued by it which the owner thereof shall
allege to have been lost or destroyed or which shall have been mutilated, and
the Board may, in its discretion, require such owner or his legal
representatives to give to the Corporation a bond in such sum, limited or
unlimited, and in such form and with such surety or sureties, as the Board in
its absolute discretion shall determine, to indemnify the Corporation against
any claim that may be made against it on account of the alleged loss or
destruction of any such certificate, or issuance of a new certificate. Anything
herein to the contrary notwithstanding, the Board, in its absolute discretion,
may refuse to issue any such new certificate, except pursuant to legal
proceedings under the laws of the State of Maryland.
Section 5. Fixing of a Record Date for Dividends and Distributions. The Board
may fix, in advance, a date not more than ninety days preceding the date fixed
for the payment of any dividend or the making of any distribution or the
allotment of rights to subscribe for securities of the Corporation, or for the
delivery of evidences of rights or evidences of interests arising out of any
change, conversion or exchange of common stock or other securities, as the
record date for the determination of the stockholders entitled to receive any
such dividend,
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distribution, allotment, rights or interests, and in such case only the
stockholders of record at the time so fixed shall be entitled to receive such
dividend, distribution, allotment, rights or interests.
ARTICLE VII
Seal
The seal of the Corporation shall be in the form adopted by the Board of
Directors. The seal may be used by causing it or a facsimile thereof to be
impressed, affixed or reproduced, or to place the word "(seal)" adjacent to the
signature of the authorized officer of the Corporation, or in any other lawful
manner.
ARTICLE VIII
Fiscal Year
Section 1. Fiscal Year. Unless otherwise determined by the Board, the fiscal
year of the Corporation shall end on the 31st day of December in each year.
Section 2. Books and records. Except to the extent otherwise required by law,
the books and records of the Corporation shall be kept at such place or places
(within or without the State of Maryland) as may be determined from time to
time by the Board of Directors.
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ARTICLE IX
Depositories and Custodians
Section 1. Depositories. The funds of the Corporation shall be deposited with
such banks or other depositories as the Board of Directors of the Corporation
may from time to time determine.
Section 2. Custodians. All securities and other investments shall be
deposited in the safekeeping of such banks or other companies as the Board of
Directors of the Corporation may from time to time determine. Every arrangement
entered into with any bank or other company for the safekeeping of the
securities and investments of the Corporation shall contain provisions
complying with all applicable law, rules and regulations.
ARTICLE X
Execution of Instruments and Borrowing of Money
Section 1. Execution of Instruments. Except as may otherwise be provided in a
resolution adopted by the Board of Directors, the Chairman of the Board, the
President, or any Vice-President may enter into any contract or execute and
deliver any instrument and affix the corporate seal in the name and on behalf
of the Corporation. Any Vice-President designated by a number or a word or
words added before or after the title Vice-President to indicate rank or
responsibilities, but not an Assistant Vice-President, shall be a
Vice-President for the purposes of this Article. The Board may authorize any
other
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officer, employee or agent or enter into any contract or execute and deliver
any instrument and affix the corporate seal in the name and on behalf of the
Corporation. Any such authorization may be general or limited to specific
contracts or instruments.
Section 2. Checks, Notes, Drafts etc. Checks, notes, drafts, acceptances,
bills of exchange and other orders or obligations for the payment of money
shall be signed by such officer or officers or person or persons as the Board
of Directors by resolution shall from time to time designate.
Section 3. Sale or Transfer of Securities. Stock certificates, bonds or other
securities at any time owned by the Corporation may be held on behalf of the
Corporation or sold, transferred or otherwise disposed of subject to any limits
imposed by Article VI of these By-Laws and pursuant to authorization by the
Board and, when so authorized to be held on behalf of the Corporation or sold,
transferred or otherwise disposed of, may be transferred from the name of the
Corporation by signature of the President or a Vice-President or the Treasurer
or the Assistant Treasurer or the Secretary or the Assistant Secretary.
Section 4. Loans. No loan or advance shall be contracted on behalf of the
Corporation, and no note, bond or other evidence of indebtedness shall be
executed or delivered in its name, except as may be authorized by the Board of
Directors. Any such authorization may be general or limited to specific loans
or advances, or notes, bonds or other evidences of indebtedness. Any officer or
agent of the Corporation so
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authorized may effect loans and advances on behalf of the Corporation, and in
return for any such loans or advances may execute and deliver notes, bonds or
other evidences of indebtedness of the Corporation.
Section 5. Voting as Securityholder. The Chairman of the Board, the President
and such other person or persons as the Board of Directors may from time to
time authorize, shall each have full power and authority on behalf of the
Corporation, to attend any meeting of securityholders of any corporation in
which the Corporation may hold securities, and to act, vote (or execute proxies
to vote) and exercise in person or by proxy all other rights, powers and
privileges incident to the ownership of such securities, and to execute any
instrument expressing consent to or dissent from any action of any such
corporation without a meeting, subject to such restrictions or limitations as
the Board of Directors may from time to time impose.
Section 6. Facsimile Signatures. The Board of Directors may authorize the use
of a facsimile signature or signatures on any instrument. If any Officer whose
facsimile signature has been placed upon any form of instrument shall have
ceased to be such Officer before such instrument is issued, such instrument may
be issued with the same effect as if such person had been such Officer at the
time of its issue.
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ARTICLE XIV
Amendments
All By-Laws of the Corporation, whether adopted by the Board of Directors or
the stockholders, shall be subject to amendment or repeal, and new By-Laws may
be made, by the affirmative vote of the holders of a majority of the
outstanding shares of stock of the Corporation entitled to vote. All By-Laws of
the Corporation, other this Section and any other Section that provides it may
be amended or repealed only by the stockholders, whether adopted by the Board
of Directors or the stockholders, shall be subject to amendment or repeal and
new By-Laws may be made by resolution adopted by a majority of the whole Board
of Directors provided, however that By-Laws which by their terms are subject to
amendment or repeal only by the stockholders shall prevail over new By-Laws
made by the Board of Directors. Notwithstanding anything herein to the
contrary, no amendment or repeal of Article V of these By-Laws shall affect
adversely any then existing rights of any Director or Officer.
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<PAGE>
I, CHRISTOPHER P. NICHOLAS, Secretary of Metropolitan Series Fund, Inc., a
Maryland corporation, do hereby certify that the foregoing is a full, true and
correct copy of the By-Laws of said Metropolitan Series Fund, Inc., as amended
to date.
IN WITNESS WHEREOF, I have hereunto set my hand and have caused to be affixed
the corporate seal of said Metropolitan Series Fund, Inc. this 19th day of
February 1988.
/s/ Christopher P. Nicholas
---------------------------------
Christopher P. Nicholas
Secretary
Metropolitan Series Fund, Inc.
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<PAGE>
NUMBER [ART] SHARES
M
<TABLE>
<CAPTION>
INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND
METROPOLITAN SERIES FUND, INC.
AUTHORIZED ISSUE 100,000,000 SHARES
GROWTH PORTFOLIO DISCRETIONARY PORTFOLIO INCOME PORTFOLIO GNMA PORTFOLIO MONEY MARKET PORTFOLIO
<S> <C> <C> <C> <C>
$100,000,000 $100,000,000 $100,000,000 $100,000,000 $100,000,000
PAR VALUE $.01 EACH PAR VALUE $.01 EACH PAR VALUE $.01 EACH PAR VALUE $.01 EACH PAR VALUE $.01 EACH
</TABLE>
THE CORPORATION WILL FURNISH TO ANY SHAREHOLDER UPON REQUEST WITHOUT CHARGE, A
FULL STATEMENT OF THE DESIGNATION, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS
OF EACH CLASS OF SHARES AND SERIES OF SHARES AUTHORIZED TO BE ISSUED.
This Certifies that SPECIMEN is the owner of fully paid
-------- -----------------------
and non-assessable shares.
OF THE MONEY MARKET PORTFOLIO OF METROPOLITAN SERIES FUND, INC.
transferable only on the books of the Corporation by the holder hereof in
person or by duly authorized Attorney upon surrender of this Certificate
property endorsed.
In Witness Whereof, the said Corporation has caused this Certificate to be
signed by its duly authorized officers and to be sealed with the Seal of the
Corporation
this_____________day of_______________A.D.19_____
_________________________ _________________________
SECRETARY TREASURER PRESIDENT
<PAGE>
NUMBER [ART] SHARES
GN
<TABLE>
<CAPTION>
INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND
METROPOLITAN SERIES FUND, INC.
AUTHORIZED ISSUE 100,000,000 SHARES
GROWTH PORTFOLIO DISCRETIONARY PORTFOLIO INCOME PORTFOLIO GNMA PORTFOLIO MONEY MARKET PORTFOLIO
<S> <C> <C> <C> <C>
$100,000,000 $100,000,000 $100,000,000 $100,000,000 $100,000,000
PAR VALUE $.01 EACH PAR VALUE $.01 EACH PAR VALUE $.01 EACH PAR VALUE $.01 EACH PAR VALUE $.01 EACH
</TABLE>
THE CORPORATION WILL FURNISH TO ANY SHAREHOLDER UPON REQUEST WITHOUT CHARGE, A
FULL STATEMENT OF THE DESIGNATION, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS
OF EACH CLASS OF SHARES AND SERIES OF SHARES AUTHORIZED TO BE ISSUED.
This Certifies that SPECIMEN is the owner of fully paid
-------- -----------------------
and non-assessable shares.
OF THE GNMA PORTFOLIO OF METROPOLITAN SERIES FUND, INC.
transferable only on the books of the Corporation by the holder hereof in
person or by duly authorized Attorney upon surrender of this Certificate
property endorsed.
In Witness Whereof the said Corporation has caused this Certificate to be
signed by its duly authorized officers and to be sealed with the Seal of the
Corporation
this_____________day of_______________A.D.19_____
_________________________ _________________________
SECRETARY TREASURER PRESIDENT
<PAGE>
NUMBER [ART] SHARES
I
<TABLE>
<CAPTION>
INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND
METROPOLITAN SERIES FUND, INC.
AUTHORIZED ISSUE 100,000,000 SHARES
GROWTH PORTFOLIO DISCRETIONARY PORTFOLIO INCOME PORTFOLIO GNMA PORTFOLIO MONEY MARKET PORTFOLIO
<S> <C> <C> <C> <C>
$100,000,000 $100,000,000 $100,000,000 $100,000,000 $100,000,000
PAR VALUE $.01 EACH PAR VALUE $.01 EACH PAR VALUE $.01 EACH PAR VALUE $.01 EACH PAR VALUE $.01 EACH
</TABLE>
THE CORPORATION WILL FURNISH TO ANY SHAREHOLDER UPON REQUEST WITHOUT CHARGE. A
FULL STATEMENT OF THE DESIGNATION, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS
OF EACH CLASS OF SHARES AND SERIES OF SHARES AUTHORIZED TO BE ISSUED.
This Certifies that SPECIMEN is the owner of fully paid
-------- -----------------------
and non-assessable shares.
OF THE INCOME PORTFOLIO OF METROPOLITAN SERIES FUND, INC.
TRANSFERABLE only on the books of the Corporation by the holder hereof in
person or by duly authorized Attorney upon surrender of this Certificate
property endorsed.
In Witness Whereof the said Corporation has caused this Certificate to be
signed by its duly authorized officers and to be sealed with the Seal of the
Corporation
this_____________day of_______________A.D.19_____
_________________________ _________________________
SECRETARY TREASURER PRESIDENT
<PAGE>
NUMBER [ART] SHARES
G
<TABLE>
<CAPTION>
INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND
METROPOLITAN SERIES FUND, INC.
AUTHORIZED ISSUE 100,000,000 SHARES
GROWTH PORTFOLIO DISCRETIONARY PORTFOLIO INCOME PORTFOLIO GNMA PORTFOLIO MONEY MARKET PORTFOLIO
<S> <C> <C> <C> <C>
$100,000,000 $100,000,000 $100,000,000 $100,000,000 $100,000,000
PAR VALUE $.01 EACH PAR VALUE $.01 EACH PAR VALUE $.01 EACH PAR VALUE $.01 EACH PAR VALUE $.01 EACH
</TABLE>
THE CORPORATION WILL FURNISH TO ANY SHAREHOLDER UPON REQUEST WITHOUT CHARGE. A
FULL STATEMENT OF THE DESIGNATION, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS
OF EACH CLASS OF SHARES AND SERIES OF SHARES AUTHORIZED TO BE ISSUED.
This Certifies that SPECIMEN is the owner of fully paid
-------- -----------------------
and non-assessable shares.
OF THE GROWTH PORTFOLIO OF METROPOLITAN SERIES FUND, INC.
transferable only on the books of the Corporation by the holder hereof in
person or by duly authorized Attorney upon surrender of this Certificate
property endorsed.
In Witness Whereof the said Corporation has caused this Certificate to be
signed by its duly authorized officers and to be sealed with the Seal of the
Corporation
this_____________day of_______________A.D.19_____
_________________________ _________________________
SECRETARY TREASURER PRESIDENT
<PAGE>
NUMBER [ART] SHARES
D
<TABLE>
<CAPTION>
INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND
METROPOLITAN SERIES FUND, INC.
AUTHORIZED ISSUE 100,000,000 SHARES
GROWTH PORTFOLIO DISCRETIONARY PORTFOLIO INCOME PORTFOLIO GNMA PORTFOLIO MONEY MARKET PORTFOLIO
<S> <C> <C> <C> <C>
$100,000,000 $100,000,000 $100,000,000 $100,000,000 $100,000,000
PAR VALUE $.01 EACH PAR VALUE $.01 EACH PAR VALUE $.01 EACH PAR VALUE $.01 EACH PAR VALUE $.01 EACH
</TABLE>
THE CORPORATION WILL FURNISH TO ANY SHAREHOLDER UPON REQUEST WITHOUT CHARGE. A
FULL STATEMENT OF THE DESIGNATION, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS
OF EACH CLASS OF SHARES AND SERIES OF SHARES AUTHORIZED TO BE ISSUED.
This Certifies that SPECIMEN is the owner of fully paid
-------- -----------------------
and non-assessable shares.
OF THE DISCRETIONARY PORTFOLIO OF METROPOLITAN SERIES FUND, INC.
transferable only on the books of the Corporation by the holder hereof in
person or by duly authorized Attorney upon surrender of this Certificate
property endorsed.
In Witness Whereof the said Corporation has caused this Certificate to be
signed by its duly authorized officers and to be sealed with the Seal of the
Corporation
this_____________day of_______________A.D.19_____
_________________________ _________________________
SECRETARY TREASURER PRESIDENT
<PAGE>
EXHIBIT 5(A)
INCOME PORTFOLIO AMENDED INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made this 29th day of April, 1987, and amended effective the
16th day of May, 1993, by and between Metropolitan Series Fund, Inc., a
Maryland corporation (the "Fund"), and Metropolitan Life Insurance Company, a
New York corporation (the "Investment Manager");
W I T N E S S E T H:
WHEREAS, the Fund is engaged in business as a diversified open-end
management investment company and is registered as such under the Investment
Company Act of 1940 (the "Investment Company Act");
WHEREAS, the Fund, a series type of investment company, issues separate
classes (or series) of stock, each of which represents a separate portfolio of
investments;
WHEREAS, the Fund is currently comprised of nine portfolios which are
the Growth Portfolio, the Income Portfolio, the Money Market Portfolio, the
Diversified Portfolio, the GNMA Portfolio, the Aggressive Growth Portfolio, the
Equity Income Portfolio, the Stock Index Portfolio and the International Stock
Portfolio, each of which pursues its investment objectives through separate
investment policies, and the Fund may add or delete portfolios from time to
time;
WHEREAS, the Investment Manager is engaged principally in the business
of insurance and also in rendering advisory services and is registered as an
investment adviser under the Investment
<PAGE>
Advisers Act of 1940;
WHEREAS, the Investment Manager currently provides investment
management and corporate administrative services to each of the Portfolios
pursuant to separate investment management agreements between the Fund and the
Investment Manager; and
WHEREAS, the Fund desires to enter into an amended investment
management agreement with respect to the Income Portfolio of the Fund with the
Investment Manager;
NOW THEREFORE, in consideration of the premises and the covenants
hereinafter contained, the Fund and the Investment Manager hereby agree as
follows:
ARTICLE 1.
Duties of the Investment Manager.
--------------------------------
The Fund hereby employs the Investment Manager to act as the investment
adviser to and investment manager of the Income Portfolio (the "Portfolio") and
to manage the investment and reinvestment of the assets of the Portfolio and to
administer its affairs, subject to the supervision of the Board of Directors of
the Fund, for the period and on the terms and conditions set forth in this
Agreement. The Investment Manager hereby accepts such employment and agrees
during such period, at its own expense, to render the services and to assume
the obligations herein set forth for the compensation provided for herein. The
Investment Manager shall for all purposes herein be deemed to be an independent
contractor and shall, unless otherwise provided or authorized, have no
authority to act for or represent the Fund in
2
<PAGE>
any way or otherwise be deemed an agent of the Fund other than in
furtherance of its duties and responsibilities as set forth in this Agreement.
(a) Investment Management Services. In acting as investment manager
------------------------------
to the Portfolio, the Investment Manager shall regularly provide the Portfolio
with such investment research, advice and management as the Fund may from time
to time consider necessary for the proper management of the Portfolio and shall
furnish continuously an investment program and shall determine which securities
shall be purchased, sold or exchanged and what portion of the assets of the
Portfolio shall be held in the various securities or other assets, subject
always to any restrictions of the Fund's Articles of incorporation and By-Laws,
as amended or supplemented from time to time, the provisions of applicable laws
and regulations including the Investment Company Act, and the statements
relating to the Portfolio's investment objectives, policies and restrictions as
the same are set forth in the prospectus of the Fund then-currently effective
Securities Act of 1933 (the under the "Prospectus"). Should the Board of
Directors of the Fund at any time, however, make any definite determination
as to investment policy and notify the Investment Manager thereof, the
Investment Manager shall be bound by such determination for the period, if any,
specified in such notice or until similarly notified that such determination
has been revoked. The Investment Manager shall take, on behalf of the Fund, all
actions which it deems necessary to implement the
3
<PAGE>
investment policies of the Portfolio, determined as provided above, and in
particular to place all orders for the purchase or sale of portfolio securities
for the Portfolio with brokers or dealers selected by the Investment Manager.
In connection with the selection of such brokers or dealers and the
- -placing of such orders, the Investment Manager is directed at all times to
follow the policies of the Fund as set forth in the Prospectus. Nothing herein
shall preclude the "bunching" of orders for the sale or purchase of portfolio
securities with the other Portfolios or with other accounts managed by the
Investment Manager or the Investment Manager's general account and separate
accounts. The Investment Manager shall not favor any account over any other and
any purchase or sale orders executed contemporaneously shall be allocated in a
manner it deems equitable among the accounts involved and at a price which is
approximately averaged.
(b) Administrative Services. In addition to the performance of
-----------------------
investment advisory services, the Investment Manager shall perform
administrative services in connection with the management of the Portfolio. In
this connection, the Investment Manager agrees (i) to assist in managing all
aspects of the Fund's operations relating to the Portfolio, including the
coordination of all matters relating to the functions of the custodian,
transfer agent, other shareholder service agents, accountants, attorneys and
other parties performing services or operational functions for the Fund, (ii)
to provide the Fund, at
4
<PAGE>
the Investment Manager's expense, with services of persons competent to
perform such professional, administrative and clerical functions as are
necessary in order to provide effective administration of the Portfolio,
including duties in connection with shareholder relations, reports, redemption
requests and account adjustments and the maintenance of the books and records
required of the Fund, and (iii) to provide the Fund, at the Investment
Manager's expense, with adequate office space and related services necessary
for its operations as contemplated in this Agreement. In performing such
administrative services, the Investment Manager shall comply with all
provisions of the Fund's Articles of Incorporation and By-Laws, with all laws
and regulations to which the Fund may be subject and with all directions of the
Fund's Board of Directors.
The Investment Manager shall supply the Board of Directors and officers
of the Fund with all statistical information regarding investments which is
reasonably required by them and reasonably available to the Investment Manager.
(c) Sub-Investment Manager. Notwithstanding any other provision of
----------------------
this Agreement, the Fund and the Investment Manager may agree to the employment
of State Street Research & Management Company as the Sub-Investment Manager to
the Fund for the purpose of providing investment management services with
respect to the Portfolio, provided that the compensation to be paid to such
Sub-Investment Manager shall be the sole responsibility of the Investment
Manager and the duties and responsibilities of the
5
<PAGE>
Sub-Investment Manager shall be as set forth in a sub-investment management
agreement among the Investment Manager, the Sub-Investment Manager and the Fund
on behalf of the Portfolio.
ARTICLE 2.
Allocation of Charges and Expenses.
----------------------------------
(a) The Investment Manager. In addition to the compensation paid to
----------------------
any Sub-Investment Manager as set forth in Article 1 above, the Investment
Manager shall pay the organization costs of the Fund relating to the Portfolio.
The Investment Manager also assumes expenses of the Fund relating to
maintaining the staff and personnel, and providing the equipment, office space
and facilities, necessary to perform its obligations under this Agreement.
(b) The Fund. The Fund assumes and shall pay (or cause to be paid)
--------
all other Fund expenses, including but not limited to the following expenses:
the fee referred to in Article 3 below; interest and any other costs related to
borrowings by the Fund attributable to the Portfolio; taxes payable by the Fund
and attributable to the Portfolio; brokerage costs and other direct costs of
effecting portfolio transactions (including any costs directly related to the
acquisition, disposition, lending or borrowing of portfolio investments) on
behalf of the Portfolio; the compensation of the directors and officers of the
Fund who are not actively employed by the Investment Manager; custodian,
registration and transfer agent fees; fees of outside counsel to
6
<PAGE>
and of independent auditors of the Fund selected by the Board of Directors;
expenses of printing and mailing to existing shareholders of registration
statements, prospectuses, reports, notices and proxy solicitation materials of
the Fund; all other expenses incidental to holding meetings of the Fund's
shareholders; insurance premiums for fidelity coverage and errors and omissions
insurance; and extraordinary or non-recurring expenses (such as legal claims
and liabilities and litigation costs and any indemnification related thereto)
attributable to the Portfolio. The Fund shall allocate the appropriate portion
of the foregoing expenses to the Portfolio.
All expenses of any activity which is primarily intended to result in
the sale of the Fund's shares, and certain other expenses as detailed in the
Fund's Distribution Agreement with Metropolitan Life Insurance Company, are
assumed by the distributor of the Fund's shares.
ARTICLE 3.
Compensation of the Investment Manager.
--------------------------------------
For the services rendered, the facilities furnished and expenses assumed by
the Investment Manager, the Fund shall pay to the Investment Manager at the end
of each calendar month a fee which shall accrue daily at the annual rate of
0.25% of the average daily value of the net assets of the Portfolio as
determined and computed in accordance with the description of the method of
determination of net asset value contained in the Prospectus.
7
<PAGE>
ARTICLE 4.
Limitation of Liability of the Investment Manager.
-------------------------------------------------
(a) In the performance of advisory services as provided in Article
l(a), the Investment Manager shall not be liable for any error of judgment or
mistake of law or for any loss suffered by the Fund in connection with any
investment policy or the purchase, sale or redemption of any securities on the
recommendation of the Investment Manager. Nothing herein contained shall be
construed to protect the Investment Manager against any liability to the Fund
or its shareholders to which the Investment Manager shall otherwise be subject
by reason of willful misfeasance, bad faith, gross negligence in the
performance of its duties on behalf of the Fund, reckless disregard of the
Investment Manager's obligations and duties under this Agreement or the
violation of any applicable law.
(b) In the performance of administrative services as provided in
Article l(b) and which the Investment Manager is obligated to perform hereunder,
the Investment Manager shall be liable to the Fund or its shareholders for any
willful or negligent act or omission in the performance of such administrative
services.
ARTICLE 5.
Activities of the Investment Manager.
------------------------------------
The services of the Investment Manager under this Agreement are not to be deemed
exclusive, and the Investment Manager shall be free to render similar services
to others so
8
<PAGE>
long as its services hereunder are not impaired thereby. It is understood
that directors, officers, employees and shareholders of the Fund are or may
become interested in the Investment manager, as directors, officers, employees
or policyholders or otherwise and that directors, officers, employees or
policyholders of the Investment Manager are or may become similarly interested
in the Fund, and that the Investment Manager is or may become interested in the
Fund as shareholder or otherwise.
ARTICLE 6.
Duration and Termination of this Agreement.
------------------------------------------
This Agreement shall become effective as of the date first above
written and shall remain in force until May 16, 1994 and thereafter shall
continue in effect, but only so long as such continuance is specifically
approved at least annually by (i) the Board of Directors of the Fund, or by the
vote of a majority of the outstanding shares of the Portfolio, and (ii) a
majority of those directors who are not parties to this Agreement or interested
persons of any such party cast in person at a meeting called for the purpose of
voting on such approval.
This Agreement may be terminated with respect to the Portfolio at any
time, without the payment of any penalty, by the Board of Directors of the
Fund, or by vote of a majority of the outstanding shares of the Portfolio, on
sixty days' written notice to the Investment Manager, or by the Investment
Manager on sixty days' written notice to the Fund. This Agreement shall
9
<PAGE>
automatically terminate in the event of its assignment.
ARTICLE 7.
Definitions.
-----------
The terms "assignment," "interested person," and "majority of the
outstanding shares," when used in this Agreement, shall have the respective
meanings specified under the Investment Company Act.
ARTICLE 8.
Amendments of this Agreement.
----------------------------
This Agreement may be amended by the parties only if such amendment is
specifically approved by (i) the Board of Directors of the Fund, or by the vote
of a majority of the outstanding shares of the Portfolio, and (ii) by the vote
of a majority of those directors of the Fund who are not parties to this
Agreement or interested persons of any such party cast in person at a meeting
called for the purpose of voting on such approval.
ARTICLE 9.
Governing Law.
-------------
The provisions of this Agreement shall be construed and interpreted in
accordance with the laws of the State of New York as at the time in effect and
the applicable provisions of the Investment Company Act. To the extent that the
applicable law of the State of New York, or any of the provisions herein,
conflict with the applicable provisions of the Investment Company Act, the
latter shall control.
10
<PAGE>
METROPOLITAN SERIES FUND, INC.
By /s/ Jeffrey Hodgman
----------------------------
President
Attest:
/s/ Christopher P. Nicholas
- ---------------------------
Secretary
METROPOLITAN LIFE INSURANCE COMPANY
By /s/ Gerald Clark
----------------------------
Executive Vice-President
Attest:
/s/ Ruth Gluck
- -------------------
Assistant Secretary
11
<PAGE>
MONEY MARKET PORTFOLIO AMENDED INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made this 29th day of April, 1987, and amended effective the 16th
day of May, 1993, by and between Metropolitan Series Fund, Inc., a Maryland
corporation (the "Fund"), and Metropolitan Life Insurance Company, a New York
corporation (the "Investment Manager");
W I T N E S S E T H:
WHEREAS, the Fund is engaged in business as a diversified open-end management
investment company and is registered as such under the Investment Company Act of
1940 (the "Investment Company Act");
WHEREAS, the Fund, a series type of investment company, issues separate
classes (or series) of stock, each of which represents a separate portfolio of
investments;
WHEREAS, the Fund is currently comprised of nine portfolios which are the
Growth Portfolio, the Income Portfolio, the Money Market Portfolio, the
Diversified Portfolio, the GNMA Portfolio, the Aggressive Growth Portfolio, the
Equity Income Portfolio, the Stock Index Portfolio and the International Stock
Portfolio, each of which pursues its investment objectives through separate
investment policies, and the Fund may add or delete portfolios from time to
time;
WHEREAS, the Investment Manager is engaged principally in the business of
insurance and also in rendering advisory services and is registered as an
investment adviser under the Investment
<PAGE>
Advisers Act of 1940;
WHEREAS, the Investment Manager currently provides investment management
and corporate administrative services to each of the Portfolios pursuant to
separate investment management agreements between the Fund and the Investment
Manager; and
WHEREAS, the Fund desires to enter into an amended investment management
agreement with respect to the Money Market Portfolio of the Fund with the
Investment Manager;
NOW THEREFORE, in consideration of the premises and the covenants
hereinafter contained, the Fund and the Investment Manager hereby agree as
follows:
ARTICLE 1.
Duties of the Investment Manager.
--------------------------------
The Fund hereby employs the Investment Manager to act as the investment
adviser to and investment manager of the Money Market Portfolio (the
"Portfolio") and to manage the investment and reinvestment of the assets of the
Portfolio and to administer its affairs, subject to the supervision of the Board
of Directors of the Fund, for the period and on the terms and conditions set
forth in this Agreement. The Investment Manager hereby accepts such employment
and agrees during such period, at its own expense, to render the services and to
assume the obligations herein set forth for the compensation provided for
herein. The Investment Manager shall for all purposes herein be deemed to be an
independent contractor and shall, unless otherwise provided or authorized, have
no authority to act for or represent the Fund in
2
<PAGE>
any way or otherwise be deemed an agent of the Fund other than in furtherance of
its duties and responsibilities as set forth in this Agreement.
(a) Investment Management Services. In acting as investment manager to the
------------------------------
Portfolio, the Investment Manager shall regularly provide the Portfolio with
such investment research, advice and management as the Fund may from time to
time consider necessary for the proper management of the Portfolio and shall
furnish continuously an investment program and shall determine which securities
shall be purchased, sold or exchanged and what portion of the assets of the
Portfolio shall be held in the various securities or other assets, subject
always to any restrictions of the Fund's Articles of Incorporation and By-Laws,
as amended or supplemented from time to time, the provisions of applicable laws
and regulations including the Investment Company Act, and the statements
relating to the Portfolio's investment objectives, policies and restrictions as
the same are set forth in the prospectus of the Fund then-currently effective
under the Securities Act of 1933 (the "Prospectus"). Should the Board of
Directors of the Fund at any time, however, make any definite determination as
to investment policy and notify the Investment Manager thereof, the Investment
Manager shall be bound by such determination for the period, if any, specified
in such notice or until similarly notified that such determination has been
revoked. The Investment Manager shall take, on behalf of the Fund, all actions
which it deems necessary to implement the
3
<PAGE>
investment policies of the Portfolio, determined as provided above, and in
particular to place all orders for the purchase or sale of portfolio securities
for the Portfolio with brokers or dealers selected by the Investment Manager.
In connection with the selection of such brokers or dealers and the
placing of such orders, the Investment Manager is directed at all times to
follow the policies of the Fund as set forth in the Prospectus. Nothing herein
shall preclude the "bunching" of orders for the sale or purchase of portfolio
securities with the other Portfolios or with other accounts managed by the
Investment Manager or the Investment Manager's general account and separate
accounts. The Investment Manager shall not favor any account over any other and
any purchase or sale orders executed contemporaneously shall be allocated in a
manner it deems equitable among the accounts involved and at a price which is
approximately averaged.
(b) Administrative Services. In addition to the performance of investment
-----------------------
advisory services, the Investment Manager shall perform administrative services
in connection with the management of the Portfolio. In this connection, the
Investment Manager agrees (i) to assist in managing all aspects of the Fund's
operations relating to the Portfolio, including the coordination of all matters
relating to the functions of the custodian, transfer agent, other shareholder
service agents, accountants, attorneys and other parties performing services or
operational functions for the Fund, (ii) to provide the Fund, at
4
<PAGE>
the Investment Manager's expense, with services of persons competent to perform
such professional, administrative and clerical functions as are necessary in
order to provide effective administration of the Portfolio, including duties in
connection with shareholder relations, reports, redemption requests and account
adjustments and the maintenance of the books and records required of the Fund,
and (iii) to provide the Fund, at the Investment Manager's expense, with
adequate office space and related services necessary for its operations as
contemplated in this Agreement. In performing such administrative services, the
Investment Manager shall comply with all provisions of the Fund's Articles of
Incorporation and By-Laws, with all laws and regulations to which the Fund may
be subject and with all directions of the Fund's Board of Directors.
The Investment Manager shall supply the Board of Directors and officers of
the Fund with all statistical information regarding investments which is
reasonably required by them and reasonably available to the Investment Manager.
(c) Sub-Investment Manager. Notwithstanding any other provision of this
----------------------
Agreement, the Fund and the Investment Manager may agree to the employment of
State Street Research & Management Company as the Sub-Investment Manager to the
Fund for the purpose of providing investment management services with respect to
the Portfolio, provided that the compensation to be paid to such Sub-Investment
Manager shall be the sole responsibility of the Investment Manager and the
duties and responsibilities of the
5
<PAGE>
Sub-Investment Manager shall be as set forth in a sub-investment management
agreement among the Investment Manager, the Sub-Investment Manager and the Fund
on behalf of the Portfolio.
ARTICLE 2.
Allocation of Charges and Expenses.
----------------------------------
(a) The Investment Manager. In addition to the compensation paid to any
----------------------
Sub-Investment Manager as set forth in Article 1 above, the Investment Manager
shall pay the organization costs of the Fund relating to the Portfolio. The
Investment Manager also assumes expenses of the Fund relating to maintaining the
staff and personnel, and providing the equipment, office space and facilities,
necessary to perform its obligations under this Agreement.
(b) The Fund. The Fund assumes and shall pay (or cause to be paid) all
--------
other Fund expenses, including but not limited to the following expenses: the
fee referred to in Article 3 below; interest and any other costs related to
borrowings by the Fund attributable to the Portfolio; taxes payable by the Fund
and attributable to the Portfolio; brokerage costs and other direct costs of
effecting portfolio transactions (including any costs directly related to the
acquisition, disposition, lending or borrowing of portfolio investments) on
behalf of the Portfolio; the compensation of the directors and officers of the
Fund who are not actively employed by the Investment Manager; custodian,
registration and transfer agent fees; fees of outside counsel to
6
<PAGE>
and of independent auditors of the Fund selected by the Board of Directors;
expenses of printing and mailing to existing shareholders of registration
statements, prospectuses, reports, notices and proxy solicitation materials of
the Fund; all other expenses incidental to holding meetings of the Fund's
shareholders; insurance premiums for fidelity coverage and errors and omissions
insurance; and extraordinary or non-recurring expenses (such as legal claims and
liabilities and litigation costs and any indemnification related thereto)
attributable to the Portfolio. The Fund shall allocate the appropriate portion
of the foregoing expenses to the Portfolio.
All expenses of any activity which is primarily intended to result in the
sale of the Fund's shares, and certain other expenses as detailed in the Fund's
Distribution Agreement with Metropolitan Life Insurance Company, are assumed by
the distributor of the Fund's shares.
ARTICLE 3.
Compensation of the Investment Manager.
--------------------------------------
For the services rendered, the facilities furnished and expenses assumed
by the Investment Manager, the Fund shall pay to the Investment Manager at the
end of each calendar month a fee which shall accrue daily at the annual rate of
0.25% of the average daily value of the net assets of the Portfolio as
determined and computed in accordance with the description of the method of
determination of net asset value contained in the Prospectus.
7
<PAGE>
ARTICLE 4.
Limitation of Liability of the Investment Manager.
-------------------------------------------------
(a) In the performance of advisory services as provided in Article 1(a),
the Investment Manager shall not be liable for any error of judgment or mistake
of law or for any loss suffered by the Fund in connection with any investment
policy or the purchase, sale or redemption of any securities on the
recommendation of the Investment Manager. Nothing herein contained shall be
construed to protect the Investment Manager against any liability to the Fund or
its shareholders to which the Investment Manager shall otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence in the performance of
its duties on behalf of the Fund, reckless disregard of the Investment Manager's
obligations and duties under this Agreement or the violation of any applicable
law.
(b) In the performance of administrative services as provided in Article
1(b) and which the Investment Manager is obligated to perform hereunder, the
Investment Manager shall be liable to the Fund or its shareholders for any
willful or negligent act or omission in the performance of such administrative
services.
ARTICLE 5.
Activities of the Investment Manager.
------------------------------------
The services of the Investment Manager under this Agreement are not to be
deemed exclusive, and the Investment Manager shall be free to render similar
services to others so
8
<PAGE>
long as its services hereunder are not impaired thereby. It is understood that
directors, officers, employees and shareholders of the Fund are or may become
interested in the Investment Manager, as directors, officers, employees or
policyholders or otherwise and that directors, officers, employees or
policyholders of the Investment Manager are or may become similarly interested
in the Fund, and that the Investment Manager is or may become interested in the
Fund as shareholder or otherwise.
ARTICLE 6.
Duration and Termination of this Agreement.
------------------------------------------
This Agreement shall become effective as of the date first above written
and shall remain in force until May 16, 1994 and thereafter shall continue in
effect, but only so long as such continuance is specifically approved at least
annually by (i) the Board of Directors of the Fund, or by the vote of a majority
of the outstanding shares of the Portfolio, and (ii) a majority of those
directors who are not parties to this Agreement or interested persons of any
such party cast in person at a meeting called for the purpose of voting on such
approval.
This Agreement may be terminated with respect to the Portfolio at any
time, without the payment of any penalty, by the Board of Directors of the Fund,
or by vote of a majority of the outstanding shares of the Portfolio, on sixty
days' written notice to the Investment Manager, or by the Investment Manager on
sixty days' written notice to the Fund. This Agreement shall
9
<PAGE>
automatically terminate in the event of its assignment.
ARTICLE 7.
Definitions.
-----------
The terms "assignment," "interested person," and "majority of the
outstanding shares," when used in this Agreement, shall have the respective
meanings specified under the Investment Company Act.
ARTICLE 8.
Amendments of this Agreement.
----------------------------
This Agreement may be amended by the parties only if such amendment is
specifically approved by (i) the Board of Directors of the Fund, or by the vote
of a majority of the outstanding shares of the Portfolio, and (ii) by the vote
of a majority of those directors of the Fund who are not parties to this
Agreement or interested persons of any such party cast in person at a meeting
called for the purpose of voting on such approval.
ARTICLE 9.
Governing Law.
-------------
The provisions of this Agreement shall be construed and interpreted in
accordance with the laws of the State of New York as at the time in effect and
the applicable provisions of the Investment Company Act. To the extent that the
applicable law of the State of New York, or any of the provisions herein,
conflict with the applicable provisions of the Investment Company Act, the
latter shall control.
10
<PAGE>
METROPOLITAN SERIES FUND, INC.
By /s/
---------------------------------
President
Attest:
/s/
- ---------------------------
Secretary
METROPOLITAN LIFE INSURANCE COMPANY
By /s/
---------------------------------
Executive Vice-President
Attest:
/s/
- ---------------------------
Assistant Secretary
11
<PAGE>
DIVERSIFIED PORTFOLIO AMENDED INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made this 29th day of April, 1987, and amended effective the 16th
day of May, 1993, by and between Metropolitan Series Fund, Inc., a Maryland
corporation (the "Fund"), and Metropolitan Life Insurance Company, a New York
corporation (the "Investment Manager");
W I T N E S S E T H:
WHEREAS, the Fund is engaged in business as a diversified open-end
management investment company and is registered as such under the Investment
Company Act of 1940 (the "Investment Company Act");
WHEREAS, the Fund, a series type of investment company, issues separate
classes (or series) of stock, each of which represents a separate portfolio of
investments;
WHEREAS, the Fund is currently comprised of nine portfolios which are the
Growth Portfolio, the Income Portfolio, the Money Market Portfolio, the
Diversified Portfolio, the GNMA Portfolio, the Aggressive Growth Portfolio, the
Equity Income Portfolio, the Stock Index Portfolio and the International Stock
Portfolio, each of which pursues its investment objectives through separate
investment policies, and the Fund may add or delete portfolios from time to
time;
WHEREAS, the Investment Manager is engaged principally in the business of
insurance and also in rendering advisory services and is registered as an
investment adviser under the Investment
<PAGE>
Advisers Act of 1940;
WHEREAS, the Investment Manager currently provides investment management
and corporate administrative services to each of the Portfolios pursuant to
separate investment management agreements between the Fund and the Investment
Manager; and
WHEREAS, the Fund desires to enter into an amended investment
management agreement with respect to the Diversified Portfolio of the Fund with
the Investment Manager;
NOW THEREFORE, in consideration of the premises and the covenants
hereinafter contained, the Fund and the Investment Manager hereby agree as
follows:
ARTICLE 1.
Duties of the Investment Manager.
---------------------------------
The Fund hereby employs the Investment Manager to act as the investment
adviser to and investment manager of the Diversified Portfolio (the "Portfolio")
and to manage the investment and reinvestment of the assets of the Portfolio and
to administer its affairs, subject to the supervision of the Board of Directors
of the Fund, for the period and on the terms and conditions set forth in this
Agreement. The Investment Manager hereby accepts such employment and agrees
during such period, at its own expense, to render the services and to assume the
obligations herein set forth for the compensation provided for herein. The
Investment Manager shall for all purposes herein be deemed to be an independent
contractor and shall, unless otherwise provided or authorized, have no authority
to act for or
2
<PAGE>
represent the Fund in any way or otherwise be deemed an agent of the Fund other
than in furtherance of its duties and responsibilities as set forth in this
Agreement.
(a) Investment Management Services. In acting as investment manager to
------------------------------
the Portfolio, the Investment Manager shall regularly provide the Portfolio with
such investment research, advice and management as the Fund may from time to
time consider necessary for the proper management of the Portfolio and shall
furnish continuously an investment program and shall determine which securities
shall be purchased, sold or exchanged and what portion of the assets of the
Portfolio shall be held in the various securities or other assets, subject
always to any restrictions of the Fund's Articles of Incorporation and By-Laws,
as amended or supplemented from time to time, the provisions of applicable laws
and regulations including the Investment Company Act, and the statements
relating to the Portfolio's investment objectives, policies and restrictions as
the same are set forth in the prospectus of the Fund then-currently effective
under the Securities Act of 1933 (the "Prospectus"). Should the Board of
Directors of the Fund at any time, however, make any definite determination as
to investment policy and notify the Investment Manager thereof, the Investment
Manager shall be bound by such determination for the period, if any, specified
in such notice or until similarly notified that such determination has been
revoked. The Investment Manager shall take, on behalf of the Fund, all actions
which it deems necessary to implement the
3
<PAGE>
investment policies of the Portfolio, determined as provided above, and in
particular to place all orders for the purchase or sale of portfolio securities
for the Portfolio with brokers or dealers selected by the Investment Manager.
In connection with the selection of such brokers or dealers and the placing
of such orders, the Investment Manager is directed at all times to follow the
policies of the Fund as set forth in the Prospectus. Nothing herein shall
preclude the "bunching" of orders for the sale or purchase of portfolio
securities with the other Portfolios or with other accounts managed by the
Investment Manager or the Investment Manager's general account and separate
accounts. The Investment Manager shall not favor any account over any other and
any purchase or sale orders executed contemporaneously shall be allocated in a
manner it deems equitable among the accounts involved and at a price which is
approximately averaged.
(b) Administrative Services. In addition to the performance of
-----------------------
investment advisory services, the Investment Manager shall perform
administrative services in connection with the management of the Portfolio. In
this connection, the Investment Manager agrees (i) to assist in managing all
aspects of the Fund's operations relating to the Portfolio, including the
coordination of all matters relating to the functions of the custodian, transfer
agent, other shareholder service agents, accountants, attorneys and other
parties performing services or operational functions for the Fund, (ii) to
provide the Fund, at
4
<PAGE>
the Investment Manager's expense, with services of persons competent to perform
such professional, administrative and clerical functions as are necessary in
order to provide effective administration of the Portfolio, including duties in
connection with shareholder relations, reports, redemption requests and account
adjustments and the maintenance of the books and records required of the Fund,
and (iii) to provide the Fund, at the Investment Manager's expense, with
adequate office space and related services necessary for its operations as
contemplated in this Agreement. In performing such administrative services, the
Investment Manager shall comply with all provisions of the Fund's Articles of
Incorporation and By-Laws, with all laws and regulations to which the Fund may
be subject and with all directions of the Fund's Board of Directors.
The Investment Manager shall supply the Board of Directors and officers of
the Fund with all statistical information regarding investments which is
reasonably required by them and reasonably available to the Investment Manager.
(c) Sub-Investment Manager. Notwithstanding any other provision of this
----------------------
Agreement, the Fund and the Investment Manager may agree to the employment of
State Street Research & Management Company as the Sub-Investment Manager to the
Fund for the purpose of providing investment management services with respect to
the Portfolio, provided that the compensation to be paid to such Sub-Investment
Manager shall be the sole responsibility of the Investment Manager and the
duties and responsibilities of the
5
<PAGE>
Sub-Investment Manager shall be as set forth in a sub-investment management
agreement among the Investment Manager, the Sub-Investment Manager and the Fund
on behalf of the Portfolio.
ARTICLE 2.
Allocation of Charges and Expenses.
----------------------------------
(a) The Investment Manager. In addition to the compensation paid to any
----------------------
Sub-Investment Manager as set forth in Article 1 above, the Investment Manager
shall pay the organization costs of the Fund relating to the Portfolio. The
Investment Manager also assumes expenses of the Fund relating to maintaining the
staff and personnel, and providing the equipment, office space and facilities,
necessary to perform its obligations under this Agreement.
(b) The Fund. The Fund assumes and shall pay (or cause to be paid) all
--------
other Fund expenses, including but not limited to the following expenses: the
fee referred to in Article 3 below; interest and any other costs related to
borrowings by the Fund attributable to the Portfolio; taxes payable by the Fund
and attributable to the Portfolio; brokerage costs and other direct costs of
effecting portfolio transactions (including any costs directly related to the
acquisition, disposition, lending or borrowing of portfolio investments) on
behalf of the Portfolio; the compensation of the directors and officers of the
Fund who are not actively employed by the Investment Manager; custodian,
registration and transfer agent fees; fees of outside counsel to
6
<PAGE>
and of independent auditors of the Fund selected by the Board of Directors;
expenses of printing and mailing to existing shareholders of registration
statements, prospectuses, reports, notices and proxy solicitation materials of
the Fund; all other expenses incidental to holding meetings of the Fund'
shareholders; insurance premiums for fidelity coverage and errors and omissions
insurance; and extraordinary or non-recurring expenses (such as legal claims and
liabilities and litigation costs and any indemnification related thereto)
attributable to the Portfolio. The Fund shall allocate the appropriate portion
of the foregoing expenses to the Portfolio.
All expenses of any activity which is primarily intended to result in the
sale of the Funds shares, and certain other expenses as detailed in the Fund's
Distribution Agreement with Metropolitan Life Insurance Company, are assumed by
the distributor of the Fund's shares.
ARTICLE 3.
Compensation of the Investment Manager.
--------------------------------------
For the services rendered, the facilities furnished and expenses assumed by
the Investment Manager, the Fund shall pay to the Investment Manager at the end
of each calendar month a fee which shall accrue daily at the annual rate of
0.25% of the average daily value of the net assets of the Portfolio as
determined and computed in accordance with the description of the method of
determination of net asset value contained in the Prospectus.
7
<PAGE>
ARTICLE 4.
Limitation of Liability of the Investment Manager.
-------------------------------------------------
(a) In the performance of advisory services as provided in Article 1(a),
the Investment Manager shall not be liable for any error of judgment or mistake
of law or for any loss suffered by the Fund in connection with any investment
policy or the purchase, sale or redemption of any securities on the
recommendation of the Investment Manager. Nothing herein contained shall be
construed to protect the Investment Manager against any liability to the Fund or
its shareholders to which the Investment Manager shall otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence in the performance of
its duties on behalf of the Fund, reckless disregard of the Investment Manager's
obligations and duties under this Agreement or the violation of any applicable
law.
(b) In the performance of administrative services as provided in Article
1(b) and which the Investment Manager is obligated to perform hereunder, the
Investment Manager shall be liable to the Fund or its shareholders for any
willful or negligent act or omission in the performance of such administrative
services.
ARTICLE 5.
Activities of the Investment Manager.
The services of the Investment Manager under this Agreement are not to be
deemed exclusive, and the Investment Manager shall be free to render similar
services to others so
8
<PAGE>
long as its services hereunder are not impaired thereby. It is understood that
directors, officers, employees and shareholders of the Fund are or may become
interested in the Investment Manager, as directors, officers, employees or
policyholders or otherwise and that directors, officers, employees or
policyholders of the Investment Manager are or may become similarly interested
in the Fund, and that the Investment Manager is or may become interested in the
Fund as shareholder or otherwise.
ARTICLE 6.
Duration and Termination of this Agreement.
------------------------------------------
This Agreement shall become effective as of the date first above written
and shall remain in force until May 16, 1994 and thereafter shall continue in
effect, but only so long as such continuance is specifically approved at least
annually by (i) the Board of Directors of the Fund, or by the vote of a majority
of the outstanding shares of the Portfolio, and (ii) a majority of those
directors who are not parties to this Agreement or interested persons of any
such party cast in person at a meeting called for the purpose of voting on such
approval.
This Agreement may be terminated with respect to the Portfolio at any time,
without the payment of any penalty, by the Board of Directors of the Fund, or by
vote of a majority of the outstanding shares of the Portfolio, on sixty days,
written notice to the Investment Manager, or by the Investment Manager on sixty
days' written notice to the Fund. This Agreement shall
9
<PAGE>
automatically terminate in the event of its assignment.
ARTICLE 7.
Definitions.
-----------
The terms "assignment," "interested person," and "majority of the
outstanding shares," when used in this Agreement, shall have the respective
meanings specified under the Investment Company Act.
ARTICLE 8.
Amendments of this Agreement.
----------------------------
This Agreement may be amended by the parties only if such amendment is
specifically approved by (i) the Board of Directors of the Fund, or by the vote
of a majority of the outstanding shares of the Portfolio, and (ii) by the vote
of a majority of those directors of the Fund who are not parties to this
Agreement or interested persons of any such party cast in person at a meeting
called for the purpose of voting on such approval.
ARTICLE 9.
Governing Law.
-------------
The provisions of this Agreement shall be construed and interpreted in
accordance with the laws of the State of New York as at the time in effect and
the applicable provisions of the Investment Company Act. To the extent that the
applicable law of the State of New York, or any of the provisions herein,
conflict with the applicable provisions of the Investment Company Act, the
latter shall control.
10
<PAGE>
METROPOLITAN SERIES FUND, INC.
By /s/ Jeffrey J. Hodgman
---------------------------------
President
Attest:
/s/ Christopher P. Nicholas
- ----------------------------
Secretary
METROPOLITAN LIFE INSURANCE COMPANY
By /s/ Gerald Clark
---------------------------------
Executive Vice-President
Attest:
/s/ Ruth Gluck
- ------------------------------
Assistant Secretary
11
<PAGE>
AGGRESSIVE GROWTH PORTFOLIO AMENDED INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made this 29th day of April, 1988, and amended effective the 16th
day of May, 1993, by and between Metropolitan Series Fund, Inc., a Maryland
corporation (the "Fund"), and Metropolitan Life Insurance Company, a New York
corporation (the Investment Manager");
W I T N E S S E T H:
WHEREAS, the Fund is engaged in business as a diversified open-end
management investment company and is registered as such under the Investment
Company Act of 1940 (the "Investment Company Act");
WHEREAS, the Fund, a series type of investment company, issues separate
classes (or series) of stock, each of which represents a separate portfolio of
investments;
WHEREAS, the Fund is currently comprised of nine portfolios which are the
Growth Portfolio, the Income Portfolio, the Money Market Portfolio, the
Diversified Portfolio, the GNMA Portfolio, the Aggressive Growth Portfolio, the
Equity Income Portfolio, the Stock Index Portfolio and the International Stock
Portfolio, each of which pursues its investment objectives through separate
investment policies, and the Fund may add or delete portfolios from time to
time;
WHEREAS, the Investment Manager is engaged principally in the business of
insurance and also in rendering advisory services
<PAGE>
and is registered as an investment adviser under the Investment Advisers Act of
1940;
WHEREAS, the Investment Manager currently provides investment management
and corporate administrative services to each of the Portfolios pursuant to
separate investment management agreements between the Fund and the Investment
Manager; and
WHEREAS, the Fund desires to enter into an amended investment management
agreement with respect to the Aggressive Growth Portfolio of the Fund with the
Investment Manager;
NOW THEREFORE, in consideration of the premises and the
covenants hereinafter contained, the Fund and the Investment Manager hereby
agree as follows:
ARTICLE 1.
Duties of the Investment Manager.
--------------------------------
The Fund hereby employs the Investment Manager to act as the investment
adviser to and investment manager of the Aggressive Growth Portfolio (the
"Portfolio") and to manage the investment and reinvestment of the assets of the
Portfolio and to administer its affairs, subject to the supervision of the
Board of Directors of the Fund, for the period and on the terms and conditions
set forth in this Agreement. The Investment Manager hereby accepts such
employment and agrees during such period, at its own expense, to render the
services and to assume the obligations herein set forth for the compensation
provided for herein. The Investment Manager shall for all purposes herein be
deemed to be an independent contractor and shall, unless
2
<PAGE>
otherwise provided or authorized, have no authority to act for or represent the
Fund in any way or otherwise be deemed an agent of the Fund other than in
furtherance of its duties and responsibilities as set forth in this Agreement.
(a) Investment Management Services. In acting as investment manager
------------------------------
to the Portfolio, the Investment Manager shall regularly provide the Portfolio
with such investment research, advice and management as the Fund may from time
to time consider necessary for the proper management of the Portfolio and shall
furnish continuously an investment program and shall determine which securities
shall be purchased, sold or exchanged and what portion of the assets of the
Portfolio shall be held in the various securities or other assets, subject
always to any restrictions of the Fund's Articles of Incorporation and By-Laws,
as amended or supplemented from time to time, the provisions of applicable laws
and regulations including the Investment Company Act, and the statements
relating to the Portfolio's investment objectives, policies and restrictions as
the same are set forth in the prospectus of the Fund then-currently effective
under the Securities Act of 1933 (the "Prospectus"). Should the Board of
Directors of the Fund at any time, however, make any definite determination as
to investment policy and notify the Investment Manager thereof, the Investment
Manager shall be bound by such determination for the period, if any, specified
in such notice or until similarly notified that such determination has been
revoked. The Investment Manager shall take, on behalf of the
3
<PAGE>
Fund, all actions which it deems necessary to implement the investment policies
of the Portfolio, determined as provided above, and in particular to place all
orders for the purchase or sale of portfolio securities for the Portfolio with
brokers or dealers selected by the Investment Manager.
In connection with the selection of such brokers or dealers and the placing
of such orders, the Investment Manager is directed at all times to follow the
policies of the Fund as set forth in the Prospectus. Nothing herein shall
preclude the "bunching" of orders for the sale or purchase of portfolio
securities with the other Portfolios or with other accounts managed by the
Investment Manager or the Investment Manager's general account and separate
accounts. The Investment Manager shall not favor any account over any other and
any purchase or sale orders executed contemporaneously shall be allocated in a
manner it deems equitable among the accounts involved and at a price which is
approximately averaged.
(b) Administrative Services. In addition to the performance of
-----------------------
investment advisory services, the Investment Manager shall perform
administrative services in connection with the management of the Portfolio. In
this connection, the Investment Manager agrees (i) to assist in managing all
aspects of the Fund's operations relating to the Portfolio, including the
coordination of all matters relating to the functions of the custodian, transfer
agent, other shareholder service agents, accountants, attorneys and other
parties performing services or
4
<PAGE>
operational functions for the Fund, (ii) to provide the Fund, at the Investment
Manager's expense, with services of persons competent to perform such
professional, administrative and clerical functions as are necessary in order to
provide effective administration of the Portfolio, including duties in
connection with shareholder relations, reports, redemption requests and account
adjustments and the maintenance of the books and records required of the Fund,
and (iii) to provide the Fund, at the Investment Manager's expense, with
adequate office space and related services necessary for its operations as
contemplated in this Agreement. In performing such administrative services, the
Investment Manager shall comply with all provisions of the Fund's Articles of
Incorporation and By-Laws, with all laws and regulations to which the Fund may
be subject and with all directions of the Fund's Board of Directors.
The Investment Manager shall supply the Board of Directors and officers of
the Fund with all statistical information regarding investments which is
reasonably required by them and reasonably available to the Investment Manager.
(c) Sub-Investment Manager. Notwithstanding any other provision of
----------------------
this Agreement, the Fund and the Investment Manager may agree to the employment
of State Street Research & Management Company as the Sub-Investment Manager to
the Fund for the purpose of providing investment management services with
respect to the Portfolio, provided that the compensation to be paid to such Sub-
Investment Manager shall be the sole responsibility of the
5
<PAGE>
Investment Manager and the duties and responsibilities of the Sub-Investment
Manager shall be as set forth in a sub-investment management agreement among the
Investment Manager, the Sub-Investment Manager and the Fund on behalf of the
Portfolio.
ARTICLE 2.
Allocation of Charges and Expenses.
----------------------------------
(a) The Investment Manager. In addition to the compensation paid to any
----------------------
Sub-Investment Manager as set forth in Article 1 above, the Investment Manager
shall pay the organization costs of the Fund relating to the Portfolio. The
Investment Manager also assumes expenses of the Fund relating to maintaining the
staff and personnel, and providing the equipment, office space and facilities,
necessary to perform its obligations under this Agreement.
(b) The Fund. The Fund assumes and shall pay (or cause to be paid) all
--------
other Fund expenses, including but not limited to the following expenses: the
fee referred to in Article 3 below; interest and any other costs related to
borrowings by the Fund attributable to the Portfolio; taxes payable by the Fund
and attributable to the Portfolio; brokerage costs and other direct costs of
effecting portfolio transactions (including any costs directly related to the
acquisition, disposition, lending or borrowing of portfolio investments) on
behalf of the Portfolio; the compensation of the directors and officers of the
Fund who are not actively employed by the Investment Manager; custodian,
6
<PAGE>
registration and transfer agent fees; fees of outside counsel to and of
independent auditors of the Fund selected by the Board of Directors; expenses of
printing and mailing to existing shareholders of registration statements,
prospectuses, reports, notices and proxy solicitation materials of the Fund; all
other expenses incidental to holding meetings of the Fund' shareholders;
insurance premiums for fidelity coverage and errors and omissions insurance; and
extraordinary or non-recurring expenses (such as legal claims and liabilities
and litigation costs and any indemnification related thereto) attributable to
the Portfolio. The Fund shall allocate the appropriate portion of the foregoing
expenses to the Portfolio.
All expenses of any activity which is primarily intended to result in the
sale of the Fund's shares, and certain other expenses as detailed in the Fund's
Distribution Agreement with Metropolitan Life Insurance Company, are assumed by
the distributor of the Fund's shares.
ARTICLE 3.
Compensation of the Investment Manager.
--------------------------------------
For the services rendered, the facilities furnished and expenses assumed by
the Investment Manager, the Fund shall pay to the Investment Manager at the end
of each calendar month a fee which shall accrue daily at the annual rate of
0.75% of the average daily value of the net assets of the Portfolio as
determined and computed in accordance with the description of the method of
determination of net asset value contained in the
7
<PAGE>
Prospectus.
ARTICLE 4.
Limitation of Liability of the Investment Manager.
-------------------------------------------------
(a) In the performance of advisory services as provided in Article
1(a), the Investment Manager shall not be liable for any error of judgment or
mistake of law or for any loss suffered by the Fund in connection with any
investment policy or the purchase, sale or redemption of any securities on the
recommendation of the Investment Manager. Nothing herein contained shall be
construed to protect the Investment Manager against any liability to the Fund or
its shareholders to which the Investment Manager shall otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence in the performance of
its duties on behalf of the Fund, reckless disregard of the Investment Manager's
obligations and duties under this Agreement or the violation of any applicable
law.
(b) In the performance of administrative services as provided in
Article 1(b) and which the Investment Manager is obligated to perform hereunder,
the Investment Manager shall be liable to the Fund or its shareholders for any
willful or negligent act or omission in the performance of such administrative
services.
ARTICLE 5.
Activities of the Investment Manager.
------------------------------------
The services of the Investment Manager under this Agreement are not to be
deemed exclusive, and the Investment
8
<PAGE>
Manager shall be free to render similar services to others so long as its
services hereunder are not impaired thereby. It is understood that directors,
officers, employees and shareholders of the Fund are or may become interested in
the Investment Manager, as directors, officers, employees or policyholders or
otherwise and that directors, officers, employees or policyholders of the
Investment Manager are or may become similarly interested in the Fund, and that
the Investment Manager is or may become interested in the Fund as shareholder or
otherwise.
ARTICLE 6.
Duration and Termination of this Agreement.
------------------------------------------
This Agreement shall become effective as of the date first above written
and shall remain in force until May 16, 1994 and thereafter shall continue in
effect, but only so long as such continuance is specifically approved at least
annually by (i) the Board of Directors of the Fund, or by the vote of a majority
of the outstanding shares of the Portfolio, and (ii) a majority of those
directors who are not parties to this Agreement or interested persons of any
such party cast in person at a meeting called for the purpose of voting on such
approval.
This Agreement may be terminated with respect to the Portfolio at any time,
without the payment of any penalty, by the Board of Directors of the Fund, or by
vote of a majority of the outstanding shares of the Portfolio, on sixty days'
written notice to the Investment Manager, or by the Investment Manager on
9
<PAGE>
sixty days' written notice to the Fund. This Agreement shall automatically
terminate in the event of its assignment.
ARTICLE 7.
Definitions.
-----------
The terms "assignment," "interested person," and "majority of the
outstanding shares," when used in this Agreement, shall have the respective
meanings specified under the Investment Company Act.
ARTICLE 8.
Amendments of this Agreement.
----------------------------
This Agreement may be amended by the parties only if such amendment is
specifically approved by (i) the Board of Directors of the Fund, or by the vote
of a majority of the outstanding shares of the Portfolio, and (ii) by the vote
of a majority of those directors of the Fund who are not parties to this
Agreement or interested persons of any such party cast in person at a meeting
called for the purpose of voting on such approval.
ARTICLE 9.
Governing Law.
-------------
The provisions of this Agreement shall be construed and interpreted in
accordance with the laws of the State of New York as at the time in effect and
the applicable provisions of the Investment Company Act. To the extent that the
applicable law of the State of New York, or any of the provisions herein,
conflict with the applicable provisions of the Investment Company Act, the
10
<PAGE>
latter shall control.
METROPOLITAN SERIES FUND, INC.
By
---------------------------------
President
Attest:
/s/
- ---------------------------
Secretary
METROPOLITAN LIFE INSURANCE COMPANY
By
---------------------------------
Executive Vice-President
Attest:
/s/
- ---------------------------
Assistant Secretary
11
<PAGE>
STOCK INDEX PORTFOLIO AMENDED INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made this 29th day of April, 1990, and amended effective the 16th
day of May, 1993, by and between Metropolitan Series Fund, Inc., a Maryland
corporation (the "Fund"), and Metropolitan Life Insurance Company, a New York
corporation (the "Investment Manager");
W I T N E S S E T H:
WHEREAS, the Fund is engaged in business as a diversified open-end
management investment company and is registered as such under the Investment
Company Act of 1940 (the "Investment Company Act");
WHEREAS, the Fund, a series type of investment company, issues separate
classes (or series) of stock, each of which represents a separate portfolio of
investments;
WHEREAS, the Fund is currently comprised of nine portfolios which are the
Growth Portfolio, the Income Portfolio, the Money Market Portfolio, the
Diversified Portfolio, the GNMA Portfolio, the Aggressive Growth Portfolio, the
Equity Income Portfolio, the Stock Index Portfolio and the International Stock
Portfolio, each of which pursues its investment objectives through separate
investment policies, and the Fund may add or delete portfolios from time to
time;
WHEREAS, the Investment Manager is engaged principally in the business of
insurance and also in rendering advisory services and is registered as an
investment adviser under the Investment
<PAGE>
Advisers Act of 1940;
WHEREAS, the Investment Manager currently provides investment management
and corporate administrative services to each of the Portfolios pursuant to
separate investment management agreements between the Fund and the Investment
Manager; and
WHEREAS, the Fund desires to enter into an amended investment
management agreement with respect to the Stock Index Portfolio of the Fund with
the Investment Manager;
NOW THEREFORE, in consideration of the premises and the covenants
hereinafter contained, the Fund and the Investment Manager hereby agree as
follows:
ARTICLE 1.
Duties of the Investment Manager.
--------------------------------
The Fund hereby employs the Investment Manager to act as the investment
adviser to and investment manager of the Stock Index Portfolio (the "Portfolio")
and to manage the investment and reinvestment of the assets of the Portfolio and
to administer its affairs, subject to the supervision of the Board of Directors
of the Fund, for the period and on the terms and conditions set forth in this
Agreement. The Investment Manager hereby accepts such employment and agrees
during such period, at its own expense, to render the services and to assume the
obligations herein set forth for the compensation provided for herein. The
Investment Manager shall for all purposes herein be deemed to be an independent
contractor and shall, unless otherwise provided or authorized, have no authority
to act for or represent the Fund in
2
<PAGE>
any way or otherwise be deemed an agent of the Fund other than in furtherance of
its duties and responsibilities as set forth in this Agreement.
(a) Investment Management Services. In acting as investment manager
------------------------------
to the Portfolio, the Investment Manager shall regularly provide the Portfolio
with such investment research, advice and management as the Fund may from time
to time consider necessary for the proper management of the Portfolio and shall
furnish continuously an investment program and shall determine which securities
shall be purchased, sold or exchanged and what portion of the assets of the
Portfolio shall be held in the various securities or other assets, subject
always to any restrictions of the Fund's Articles of Incorporation and By-Laws,
as amended or supplemented from time to time, the provisions of applicable laws
and regulations including the Investment Company Act, and the statements
relating to the Portfolio's investment objectives, policies and restrictions as
the same are set forth in the prospectus of the Fund then-currently effective
under the Securities Act of 1933 (the "Prospectus"). Should the Board of
Directors of the Fund at any time, however, make any definite determination as
to investment policy and notify the Investment Manager thereof, the Investment
Manager shall be bound by such determination for the period, if any, specified
in such notice or until similarly notified that such determination has been
revoked. The Investment Manager shall take, on behalf of the Fund, all actions
which it deems necessary to implement the
3
<PAGE>
investment policies of the Portfolio, determined as provided above, and in
particular to place all orders for the purchase or sale of portfolio securities
for the Portfolio with brokers or dealers selected by the Investment Manager.
In connection with the selection of such brokers or dealers and the placing
of such orders, the Investment Manager is directed at all times to follow the
policies of the Fund as set forth in the Prospectus. Nothing herein shall
preclude the "bunching" of orders for the sale or purchase of portfolio
securities with the other Portfolios or with other accounts managed by the
Investment Manager or the Investment Manager's general account and separate
accounts. The Investment Manager shall not favor any account over any other and
any purchase or sale orders executed contemporaneously shall be allocated in a
manner it deems equitable among the accounts involved and at a price which is
approximately averaged.
(b) Administrative Services. In addition to the performance of investment
-----------------------
advisory services, the Investment Manager shall perform administrative services
in connection with the management of the Portfolio. In this connection, the
Investment Manager agrees (i) to assist in managing all aspects of the Fund's
operations relating to the Portfolio, including the coordination of all matters
relating to the functions of the custodian, transfer agent, other shareholder
service agents, accountants, attorneys and other parties performing services or
operational functions for the Fund, (ii) to provide the Fund, at
4
<PAGE>
the Investment Manager's expense, with services of persons competent to perform
such professional, administrative and clerical functions as are necessary in
order to provide effective administration of the Portfolio, including duties in
connection with shareholder relations, reports, redemption requests and account
adjustments and the maintenance of the books and records required of the Fund,
and (iii) to provide the Fund, at the Investment Manager's expense, with
adequate office space and related services necessary for its operations as
contemplated in this Agreement. In performing such administrative services, the
Investment Manager shall comply with all provisions of the Fund's Articles of
Incorporation and By-Laws, with all laws and regulations to which the Fund may
be subject and with all directions of the Fund's Board of Directors.
The Investment Manager shall supply the Board of Directors and officers of
the Fund with all statistical information regarding investments which is
reasonably required by them and reasonably available to the Investment Manager.
(c) Sub-Investment Manager. Notwithstanding any other provision of
----------------------
this Agreement, the Fund and the Investment Manager may agree to the employment
of State Street Research & Management Company as the Sub-Investment Manager to
the Fund for the purpose of providing investment management services with
respect to the Portfolio, provided that the compensation to be paid to such Sub-
Investment Manager shall be the sole responsibility of the Investment Manager
and the duties and responsibilities of the
5
<PAGE>
Sub-Investment Manager shall be as set forth in a sub-investment management
agreement among the Investment Manager, the Sub-Investment Manager and the Fund
on behalf of the Portfolio.
ARTICLE 2.
Allocation of Charges and Expenses.
----------------------------------
(a) The Investment Manager. In addition to the compensation paid to any
----------------------
Sub-Investment Manager as set forth in Article 1 above, the Investment Manager
shall pay the organization costs of the Fund relating to the Portfolio. The
Investment Manager also assumes expenses of the Fund relating to maintaining the
staff and personnel, and providing the equipment, office space and facilities,
necessary to perform its obligations under this Agreement.
(b) The Fund. The Fund assumes and shall pay (or cause to be paid) all
--------
other Fund expenses, including but not limited to the following expenses: the
fee referred to in Article 3 below; interest and any other costs related to
borrowings by the Fund attributable to the Portfolio; taxes payable by the Fund
and attributable to the Portfolio; brokerage costs and other direct costs of
effecting portfolio transactions (including any costs directly related to the
acquisition, disposition, lending or borrowing of portfolio investments) on
behalf of the Portfolio; the compensation of the directors and officers of the
Fund who are not actively employed by the Investment Manager; custodian,
registration and transfer agent fees; fees of outside counsel to
6
<PAGE>
and of independent auditors of the Fund selected by the Board of Directors;
expenses of printing and mailing to existing shareholders of registration
statements, prospectuses, reports, notices and proxy solicitation materials of
the Fund; all other expenses incidental to holding meetings of the Fund's
shareholders; insurance premiums for fidelity coverage and errors and omissions
insurance; and extraordinary or non-recurring expenses (such as legal claims and
liabilities and litigation costs and any indemnification related thereto)
attributable to the Portfolio. The Fund shall allocate the appropriate portion
of the foregoing expenses to the Portfolio.
All expenses of any activity which is primarily intended to result in the
sale of the Fund's shares, and certain other expenses as detailed in the Fund's
Distribution Agreement with Metropolitan Life Insurance Company, are assumed by
the distributor of the Fund's shares.
ARTICLE 3.
Compensation of the Investment Manager.
--------------------------------------
For the services rendered, the facilities furnished and expenses assumed by
the Investment Manager, the Fund shall pay to the Investment Manager at the end
of each calendar month a fee which shall accrue daily at the annual rate of
0.25% of the average daily value of the net assets of the Portfolio as
determined and computed in accordance with the description of the method of
determination of net asset value contained in the Prospectus .
7
<PAGE>
ARTICLE 4.
Limitation of Liability of the Investment Manager.
-------------------------------------------------
(a) In the performance of advisory services as provided in Article
1(a), the Investment Manager shall not be liable for any error of judgment or
mistake of law or for any loss suffered by the Fund in connection with any
investment policy or the purchase, sale or redemption of any securities on the
recommendation of the Investment Manager. Nothing herein contained shall be
construed to protect the Investment Manager against any liability to the Fund or
its shareholders to which the Investment Manager shall otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence in the performance of
its duties on behalf of the Fund, reckless disregard of the Investment Manager's
obligations and duties under this Agreement or the violation of any applicable
law.
(b) In the performance of administrative services as provided in Article
1(b) and which the Investment Manager is obligated to perform hereunder, the
Investment Manager shall be liable to the Fund or its shareholders for any
willful or negligent act or omission in the performance of such administrative
services.
ARTICLE 5.
Activities of the Investment Manager.
------------------------------------
The services of the Investment Manager under this Agreement are not to be
deemed exclusive, and the Investment Manager shall be free to render similar
services to others so
8
<PAGE>
long as its services hereunder are not impaired thereby. It is understood that
directors, officers, employees and shareholders of the Fund are or may become
interested in the Investment Manager, as directors, officers, employees or
policyholders or otherwise and that directors, officers, employees or
policyholders of the Investment Manager are or may become similarly interested
in the Fund, and that the Investment Manager is or may become interested in the
Fund as shareholder or otherwise.
ARTICLE 6.
Duration and Termination of this Agreement.
------------------------------------------
This Agreement shall become effective as of the date first above written
and shall remain in force until May 16, 1994 and thereafter shall continue in
effect, but only so long as such continuance is specifically approved at least
annually by (i) the Board of Directors of the Fund, or by the vote of a majority
of the outstanding shares of the Portfolio, and (ii) a majority of those
directors who are not parties to this Agreement or interested persons of any
such party cast in person at a meeting called for the purpose of voting on such
approval.
This Agreement may be terminated with respect to the Portfolio at any time,
without the payment of any penalty, by the Board of Directors of the Fund, or by
vote of a majority of the outstanding shares of the Portfolio, on sixty days'
written notice to the Investment Manager, or by the Investment Manager on sixty
days' written notice to the Fund. This Agreement shall
9
<PAGE>
automatically terminate in the event of its assignment.
ARTICLE 7.
Definitions.
-----------
The terms "assignment," "interested person," and "majority of the
outstanding shares," when used in this Agreement, shall have the respective
meanings specified under the Investment Company Act.
ARTICLE 8.
Amendments of this Agreement.
----------------------------
This Agreement may be amended by the parties only if such amendment is
specifically approved by (i) the Board of Directors of the Fund, or by the vote
of a majority of the outstanding shares of the Portfolio, and (ii) by the vote
of a majority of those directors of the Fund who are not parties to this
Agreement or interested persons of any such party cast in person at a meeting
called for the purpose of voting on such approval.
ARTICLE 9.
Governing Law.
-------------
The provisions of this Agreement shall be construed and interpreted in
accordance with the laws of the State of New York as at the time in effect and
the applicable provisions of the Investment Company Act. To the extent that the
applicable law of the State of New York, or any of the provisions herein,
conflict with the applicable provisions of the Investment Company Act, the
latter shall control.
10
<PAGE>
METROPOLITAN SERIES FUND, INC.
By /s/ Jeffrey J. Hodgman
---------------------------------
President
Attest:
/s/ Christopher P. Nicholas
- ---------------------------------
Secretary
METROPOLITAN LIFE INSURANCE COMPANY
By /s/ Gerald Clark
---------------------------------
Executive Vice-President
Attest:
/s/ Ruth Gluck
- ---------------------------------
Assistant Secretary
11
<PAGE>
INTERNATIONAL STOCK PORTFOLIO AMENDED INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made this 29th day of April, 1991, and amended effective the 16th
day of May, 1993, by and between Metropolitan Series Fund, Inc., a Maryland
corporation (the "Fund"), and Metropolitan Life Insurance Company, a New York
corporation (the "Investment Manager");
W I T N E S S E T H:
WHEREAS, the Fund is engaged in business as a diversified open-end
management investment company and is registered as such under the Investment
Company Act of 1940 (the "Investment Company Act");
WHEREAS, the Fund, a series type of investment company, issues separate
classes (or series) of stock, each of which represents a separate portfolio of
investments; WHEREAS, the Fund is currently comprised of nine portfolios which
are the Growth Portfolio, the Income Portfolio, the Money Market Portfolio, the
Diversified Portfolio, the GNMA Portfolio, the Aggressive Growth Portfolio, the
Equity Income Portfolio, the Stock Index Portfolio and the International Stock
Portfolio, each of which pursues its investment objectives through separate
investment policies, and the Fund may add or delete portfolios from time to
time;
WHEREAS, the Investment Manager is engaged principally in the business of
insurance and also in rendering advisory services
<PAGE>
and is registered as an investment adviser under the Investment Advisers Act of
1940;
WHEREAS, the Investment Manager currently provides investment management
and corporate administrative services to each of the Portfolios pursuant to
separate investment management agreements between the Fund and the Investment
Manager; and
WHEREAS, the Fund desires to enter into an amended investment management
agreement with respect to the International Stock Portfolio of the Fund with the
Investment Manager;
NOW THEREFORE, in consideration of the premises and the covenants
hereinafter contained, the Fund and the Investment Manager hereby agree as
follows:
ARTICLE 1.
Duties of the Investment Manager.
--------------------------------
The Fund hereby employs the Investment Manager to act as the investment
adviser to and investment manager of the International Stock Portfolio (the
"Portfolio") and to manage the investment and reinvestment of the assets of the
Portfolio and to administer its affairs, subject to the supervision of the
Board of Directors of the Fund, for the period and on the terms and conditions
set forth in this Agreement. The Investment Manager hereby accepts such
employment and agrees during such period, at its own expense, to render the
services and to assume the obligations herein set forth for the compensation
provided for herein. The Investment Manager shall for all purposes herein be
deemed to be an independent contractor and shall, unless otherwise provided or
2
<PAGE>
authorized, have no authority to act for or represent the Fund in any way or
otherwise be deemed an agent of the Fund other than in furtherance of its duties
and responsibilities as set forth in this Agreement.
(a) Investment Management Services. In acting as investment manager to
------------------------------
the Portfolio, the Investment Manager shall regularly provide the Portfolio with
such investment research, advice and management as the Fund may from time to
time consider necessary for the proper management of the Portfolio and shall
furnish continuously an investment program and shall determine which securities
shall be purchased, sold or exchanged and what portion of the assets of the
Portfolio shall be held in the various securities or other assets, subject
always to any restrictions of the Fund's Articles of Incorporation and By-Laws,
as amended or supplemented from time to time, the provisions of applicable laws
and regulations including the Investment Company Act, and the statements
relating to the Portfolio's investment objectives, policies and restrictions as
the same are set forth in the prospectus of the Fund then-currently effective
under the Securities Act of 1933 (the "Prospectus"). Should the Board of
Directors of the Fund at any time, however, make any definite determination as
to investment policy and notify the Investment Manager thereof, the Investment
Manager shall be bound by such determination for the period, if any, specified
in such notice or until similarly notified that such determination has been
revoked. The Investment Manager shall take, on behalf of the
3
<PAGE>
Fund, all actions which it deems necessary to implement the investment policies
of the Portfolio, determined as provided above, and in particular to place all
orders for the purchase or sale of portfolio securities for the Portfolio with
brokers or dealers selected by the Investment Manager.
In connection with the selection of such brokers or dealers and the placing
of such orders, the Investment Manager is directed at all times to follow the
policies of the Fund as set forth in the Prospectus. Nothing herein shall
preclude the "bunching" of orders for the sale or purchase of portfolio
securities with the other Portfolios or with other accounts managed by the
Investment Manager or the Investment Manager's general account and separate
accounts. The Investment Manager shall not favor any account over any other and
any purchase or sale orders executed contemporaneously shall be allocated in a
manner it deems equitable among the accounts involved and at a price which is
approximately averaged.
(b) Administrative Services. In addition to the performance of
-----------------------
investment advisory services, the Investment Manager shall perform
administrative services in connection with the management of the Portfolio. In
this connection, the Investment Manager agrees (i) to assist in managing all
aspects of the Fund's operations relating to the Portfolio, including the
coordination of all matters relating to the functions of the custodian, transfer
agent, other shareholder service agents, accountants, attorneys and other
parties performing services or
4
<PAGE>
operational functions for the Fund, (ii) to provide the Fund, at the Investment
Manager's expense, with services of persons competent to perform such
professional, administrative and clerical functions as are necessary in order to
provide effective administration of the Portfolio, including duties in
connection with shareholder relations, reports, redemption requests and account
adjustments and the maintenance of the books and records required of the Fund,
and (iii) to provide the Fund, at the Investment Manager's expense, with
adequate office space and related services necessary for its operations as
contemplated in this Agreement. In performing such administrative services, the
Investment Manager shall comply with all provisions of the Fund's Articles of
Incorporation and By-Laws, with all laws and regulations to which the Fund may
be subject and with all directions of the Fund's Board of Directors.
The Investment Manager shall supply the Board of Directors and officers of
the Fund with all statistical information regarding investments which is
reasonably required by them and reasonably available to the Investment Manager.
(c) Sub-Investment Manager. Notwithstanding any other provision of this
----------------------
Agreement, the Fund and the Investment Manager may agree to the employment of
GFM International Investors Limited as the Sub-Investment Manager to the Fund
for the purpose of providing investment management services with respect to the
Portfolio, provided that the compensation to be paid to such Sub-Investment
Manager shall be the sole responsibility of the
5
<PAGE>
Investment Manager and the duties and responsibilities of the Sub-Investment
Manager shall be as set forth in a sub-investment management agreement among
the Investment Manager, the Sub-Investment. Manager and the Fund on behalf of
the Portfolio.
ARTICLE 2.
Allocation of Charges and Expenses.
----------------------------------
(a) The Investment Manager. In addition to the compensation paid to
----------------------
any Sub-Investment Manager as set forth in Article 1 above, the Investment
Manager shall pay the organization costs of the Fund relating to the Portfolio.
The Investment Manager also assumes expenses of the Fund relating to maintaining
the staff and personnel, and providing the equipment, office space and
facilities, necessary to perform its obligations under this Agreement.
(b) The Fund. The Fund assumes and shall pay (or cause to be paid) all
--------
other Fund expenses, including but not limited to the following expenses: the
fee referred to in Article 3 below; interest and any other costs related to
borrowings by the Fund attributable to the Portfolio; taxes payable by the Fund
and attributable to the Portfolio; brokerage costs and other direct costs of
effecting portfolio transactions (including any costs directly related to the
acquisition, disposition, lending or borrowing of portfolio investments) on
behalf of the Portfolio; the compensation of the directors and officers of the
Fund who are not actively employed by the Investment Manager; custodian,
6
<PAGE>
registration and transfer agent fees; fees of outside counsel to and of
independent auditors of the Fund selected by the Board of Directors; expenses
of printing and mailing to existing shareholders of registration statements,
prospectuses, reports, notices and proxy solicitation materials of the Fund;
all other expenses incidental to holding meetings of the Fund' shareholders;
insurance premiums for fidelity coverage and errors and omissions insurance;
and extraordinary or non-recurring expenses (such as legal claims and
liabilities and litigation costs and any indemnification related thereto)
attributable to the Portfolio. The Fund shall allocate the appropriate portion
of the foregoing expenses to the Portfolio.
All expenses of any activity which is primarily intended to result in the
sale of the Fund's shares, and certain other expenses as detailed in the Fund's
Distribution Agreement with Metropolitan Life Insurance Company, are assumed by
the distributor of the Fund's shares.
ARTICLE 3.
Compensation of the Investment Manager.
--------------------------------------
For the services rendered, the facilities furnished and expenses assumed by
the Investment Manager, the Fund shall pay to the Investment Manager at the end
of each calendar month a fee which shall accrue daily at the annual rate of
0.75% of the average daily value of the net assets of the Portfolio as
determined and computed in accordance with the description of the method of
determination of net asset value contained in the
7
<PAGE>
Prospectus.
ARTICLE 4.
Limitation of Liability of the Investment Manager.
-------------------------------------------------
(a) In the performance of advisory services as provided in Article
1(a), the Investment Manager shall not be liable for any error of judgment or
mistake of law or for any loss suffered by the Fund in connection with any
investment policy or the purchase, sale or redemption of any securities on the
recommendation of the Investment Manager. Nothing herein contained shall be
construed to protect the Investment Manager against any liability to the Fund or
its shareholders to which the Investment Manager shall otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence in the performance of
its duties on behalf of the Fund, reckless disregard of the Investment Manager's
obligations and duties under this Agreement or the violation of any applicable
law.
(b) In the performance of administrative services as provided in Article
1(b) and which the Investment Manager is obligated to perform hereunder, the
Investment Manager shall be liable to the Fund or its shareholders for any
willful or negligent act or omission in the performance of such administrative
services.
ARTICLE 5.
Activities of the Investment Manager.
------------------------------------
The services of the Investment Manager under this Agreement are not to be
deemed exclusive, and the Investment
8
<PAGE>
Manager shall be free to render similar services to others so long as its
services hereunder are not impaired thereby. It is understood that directors,
officers, employees and shareholders of the Fund are or may become interested in
the Investment Manager, as directors, officers, employees or policyholders or
otherwise and that directors, officers, employees or policyholders of the
Investment Manager are or may become similarly interested in the Fund, and that
the Investment Manager is or may become interested in the Fund as shareholder or
otherwise.
ARTICLE 6.
Duration and Termination of this Agreement.
------------------------------------------
This Agreement shall become effective as of the date first above written
and shall remain in force until May 16, 1994 and thereafter shall continue in
effect, but only so long as such continuance is specifically approved at least
annually by (i) the Board of Directors of the Fund, or by the vote of a majority
of the outstanding shares of the Portfolio, and (ii) a majority of those
directors who are not parties to this Agreement or interested persons of any
such party cast in person at a meeting called for the purpose of voting on such
approval.
This Agreement may be terminated with respect to the Portfolio at any time,
without the payment of any penalty, by the Board of Directors of the Fund, or by
vote of a majority of the outstanding shares of the Portfolio, on sixty days'
written notice to the Investment Manager, or by the Investment Manager on
9
<PAGE>
sixty days' written notice to the Fund. This Agreement shall automatically
terminate in the event of its assignment.
ARTICLE 7.
Definitions.
-----------
The terms "assignment," "interested person," and "majority of the
outstanding shares," when used in this Agreement, shall have the respective
meanings specified under the Investment Company Act.
ARTICLE 8.
Amendments of this Agreement.
----------------------------
This Agreement may be amended by the parties only if such amendment is
specifically approved by (i) the Board of Directors of the Fund, or by the vote
of a majority of the outstanding shares of the Portfolio, and (ii) by the vote
of a majority of those directors of the Fund who are not parties to this
Agreement or interested persons of any such party cast in person at a meeting
called for the purpose of voting on such approval.
ARTICLE 9.
Governing Law.
-------------
The provisions of this Agreement shall be construed and interpreted in
accordance with the laws of the State of New York as at the time in effect and
the applicable provisions of the Investment Company Act. To the extent that the
applicable law of the State of New York, or any of the provisions herein,
conflict with the applicable provisions of the Investment Company Act, the
10
<PAGE>
latter shall control.
METROPOLITAN SERIES FUND, INC.
By /s/ Jeffrey J. Hodgman
---------------------------------
President
Attest:
/s/ Christopher P. Nicholas
- -----------------------------
Secretary
METROPOLITAN LIFE INSURANCE COMPANY
By /s/ Gerald Clark
---------------------------------
Executive Vice-President
Attest:
/s/ Ruth Gluck
- -----------------------------
Assistant Secretary
11
<PAGE>
EXHIBIT 5(A)8
GROWTH PORTFOLIO AMENDED INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made this 29th day of April, 1987, and amended effective the
16th day of May, 1993, by and between Metropolitan Series Fund, Inc., a Maryland
corporation (the "Fund"), and Metropolitan Life Insurance Company, a New York
corporation (the "Investment Manager");
W I T N E S S E T H:
WHEREAS, the Fund is engaged in business as a diversified open-end
management investment company and is registered as such under the Investment
Company Act of 1940 (the "Investment Company Act");
WHEREAS, the Fund, a series type of investment company, issues separate
classes (or series) of stock, each of which represents a separate portfolio of
investments;
WHEREAS, the Fund is currently comprised of nine portfolios which are the
Growth Portfolio, the Income Portfolio, the Money Market Portfolio, the
Diversified Portfolio, the GNMA Portfolio, the Aggressive Growth Portfolio, the
Equity Income Portfolio, the Stock Index Portfolio and the International Stock
Portfolio, each of which pursues its investment objectives through separate
investment policies, and the Fund may add or delete portfolios from time to
time;
WHEREAS, the Investment Manager is engaged principally in the business of
insurance and also in rendering advisory services and is registered as an
investment adviser under the Investment
<PAGE>
Advisers Act of 1940;
WHEREAS, the Investment Manager currently provides investment management
and corporate administrative services to each of the Portfolios pursuant to
separate investment management agreements between the Fund and the Investment
Manager; and
WHEREAS, the Fund desires to enter into an amended investment management
agreement with respect to the Growth Portfolio of the Fund with the Investment
Manager;
NOW THEREFORE, in consideration of the premises and the covenants
hereinafter contained, the Fund and the Investment Manager hereby agree as
follows:
ARTICLE 1.
Duties of the Investment Manager.
--------------------------------
The Fund hereby employs the Investment Manager to act as the investment
adviser to and investment manager of the Growth Portfolio (the "Portfolio") and
to manage the investment and reinvestment of the assets of the Portfolio and to
administer its affairs, subject to the supervision of the Board of Directors of
the Fund, for the period and on the terms and conditions set forth in this
Agreement. The Investment Manager hereby accepts such employment and agrees
during such period, at its own expense, to render the services and to assume the
obligations herein set forth for the compensation provided for herein. The
Investment Manager shall for all purposes herein be deemed to be an independent
contractor and shall, unless otherwise provided or authorized, have no authority
to act for or represent the Fund in
2
<PAGE>
any way or otherwise be deemed an agent of the Fund other than in furtherance of
its duties and responsibilities as set forth in this Agreement.
(a) Investment Management Services. In acting as investment manager to the
------------------------------
Portfolio, the Investment Manager shall regularly provide the Portfolio with
such investment research, advice and management as the Fund may from time to
time consider necessary for the proper management of the Portfolio and shall
furnish continuously an investment program and shall determine which securities
shall be purchased, sold or exchanged and what portion of the assets of the
Portfolio shall be held in the various securities or other assets, subject
always to any restrictions of the Fund's Articles of Incorporation and By-Laws,
as amended or supplemented from time to time, the provisions of applicable laws
and regulations including the Investment Company Act, and the statements
relating to the Portfolio's investment objectives, policies and restrictions as
the same are set forth in the prospectus of the Fund then-currently effective
under the Securities Act of 1933 (the "Prospectus"). Should the Board of
Directors of the Fund at any time, however, make any definite determination as
to investment policy and notify the Investment Manager thereof, the Investment
Manager shall be bound by such determination for the period, if any, specified
in such notice or until similarly notified that such determination has been
revoked. The Investment Manager shall take, on behalf of the Fund, all actions
which it deems necessary to implement the
3
<PAGE>
investment policies of the Portfolio, determined as provided above, and in
particular to place all orders for the purchase or sale of portfolio securities
for the Portfolio with brokers or dealers selected by the Investment Manager.
In connection with the selection of such brokers or dealers and the
placing of such orders, the Investment Manager is directed at all times to
follow the policies of the Fund as set forth in the Prospectus. Nothing herein
shall preclude the "bunching" of orders for the sale or purchase of portfolio
securities with the other Portfolios or with other accounts managed by the
Investment Manager or the Investment Manager's general account and separate
accounts. The Investment Manager shall not favor any account over any other and
any purchase or sale orders executed contemporaneously shall be allocated in a
manner it deems equitable among the accounts involved and at a price which is
approximately averaged.
(b) Administrative Services. In addition to the performance of investment
-----------------------
advisory services, the Investment Manager shall perform administrative services
in connection with the management of the Portfolio. In this connection, the
Investment Manager agrees (i) to assist in managing all aspects of the Fund's
operations relating to the Portfolio, including the coordination of all matters
relating to the functions of the custodian, transfer agent, other shareholder
service agents, accountants, attorneys and other parties performing services or
operational functions for the Fund, (ii) to provide the Fund, at
4
<PAGE>
the Investment Manager's expense, with services of persons competent to perform
such professional, administrative and clerical functions as are necessary in
order to provide effective administration of the Portfolio, including duties in
connection with shareholder relations, reports, redemption requests and account
adjustments and the maintenance of the books and records required of the Fund,
and (iii) to provide the Fund, at the Investment Manager's expense, with
adequate office space and related services necessary for its operations as
contemplated in this Agreement. In performing such administrative services, the
Investment Manager shall comply with all provisions of the Fund's Articles of
Incorporation and By-Laws, with all laws and regulations to which the Fund may
be subject and with all directions of the Fund's Board of Directors.
The Investment Manager shall supply the Board of Directors and officers of
the Fund with all statistical information regarding investments which is
reasonably required by them and reasonably available to the Investment Manager.
(c) Sub-Investment Manager. Notwithstanding any other provision of this
----------------------
Agreement, the Fund and the Investment Manager may agree to the employment of
State Street Research & Management Company as the Sub-Investment Manager to the
Fund for the purpose of providing investment management services with respect to
the Portfolio, provided that the compensation to be paid to such Sub-Investment
Manager shall be the sole responsibility of the Investment Manager and the
duties and responsibilities of the
5
<PAGE>
Sub-Investment Manager shall be as set forth in a sub-investment management
agreement among the Investment Manager, the Sub-Investment Manager and the Fund
on behalf of the Portfolio.
ARTICLE 2.
Allocation of Charges and Expenses.
----------------------------------
(a) The Investment Manager. In addition to the compensation paid to any
----------------------
Sub-Investment Manager as set forth in Article 1 above, the Investment Manager
shall pay the organization costs of the Fund relating to the Portfolio. The
Investment Manager also assumes expenses of the Fund relating to maintaining the
staff and personnel, and providing the equipment, office space and facilities,
necessary to perform its obligations under this Agreement.
(b) The Fund. The Fund assumes and shall pay (or cause to be paid) all
--------
other Fund expenses, including but not limited to the following expenses: the
fee referred to in Article 3 below; interest and any other costs related to
borrowings by the Fund attributable to the Portfolio; taxes payable by the Fund
and attributable to the Portfolio; brokerage costs and other direct costs of
effecting portfolio transactions (including any costs directly related to the
acquisition, disposition, lending or borrowing of portfolio investments) on
behalf of the Portfolio; the compensation of the directors and officers of the
Fund who are not actively employed by the Investment Manager; custodian,
registration and transfer agent fees; fees of outside counsel to
6
<PAGE>
and of independent auditors of the Fund selected by the Board of Directors;
expenses of printing and mailing to existing shareholders of registration
statements, prospectuses, reports, notices and proxy solicitation materials of
the Fund; all other expenses incidental to holding meetings of the Fund'
shareholders; insurance premiums for fidelity coverage and errors and omissions
insurance; and extraordinary or non-recurring expenses (such as legal claims and
liabilities and litigation costs and any indemnification related thereto)
attributable to the Portfolio. The Fund shall allocate the appropriate portion
of the foregoing expenses to the Portfolio.
All expenses of any activity which is primarily intended to result in the
sale of the Fund's shares, and certain other expenses as detailed in the Fund's
Distribution Agreement with Metropolitan Life Insurance Company, are assumed by
the distributor of the Fund's shares.
ARTICLE 3.
Compensation of the Investment Manager.
--------------------------------------
For the services rendered, the facilities furnished and expenses assumed
by the Investment Manager, the Fund shall pay to the Investment Manager at the
end of each calendar month a fee which shall accrue daily at the annual rate of
0.25% of the average daily value of the net assets of the Portfolio as
determined and computed in accordance with the description of the method of
determination of net asset value contained in the Prospectus.
7
<PAGE>
ARTICLE 4.
Limitation of Liability of the Investment Manager.
-------------------------------------------------
(a) In the performance of advisory services as provided in Article 1(a),
the Investment Manager shall not be liable for any error of judgment or mistake
of law or for any loss suffered by the Fund in connection with any investment
policy or the purchase, sale or redemption of any securities on the
recommendation of the Investment Manager. Nothing herein contained shall be
construed to protect the Investment Manager against any liability to the Fund or
its shareholders to which the Investment Manager shall otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence in the performance of
its duties on behalf of the Fund, reckless disregard of the Investment Manager's
obligations and duties under this Agreement or the violation of any applicable
law.
(b) In the performance of administrative services as provided in Article
1(b) and which the Investment Manager is obligated to perform hereunder, the
Investment Manager shall be liable to the Fund or its shareholders for any
willful or negligent act or omission in the performance of such administrative
services.
ARTICLE 5.
Activities of the Investment Manager.
------------------------------------
The services of the Investment Manager under this Agreement are not to be
deemed exclusive, and the Investment Manager shall be free to render similar
services to others so
8
<PAGE>
long as its services hereunder are not impaired thereby. It is understood that
directors, officers, employees and shareholders of the Fund are or may become
interested in the Investment Manager, as directors, officers, employees or
policyholders or otherwise and that directors, officers, employees or
policyholders of the Investment Manager are or may become similarly interested
in the Fund, and that the Investment Manager is or may become interested in the
Fund as shareholder or otherwise.
ARTICLE 6.
Duration and Termination of this Agreement.
------------------------------------------
This Agreement shall become effective as of the date first above written
and shall remain in force until May 16, 1994 and thereafter shall continue in
effect, but only so long as such continuance is specifically approved at least
annually by (i) the Board of Directors of the Fund, or by the vote of a majority
of the outstanding shares of the Portfolio, and (ii) a majority of those
directors who are not parties to this Agreement or interested persons of any
such party cast in person at a meeting called for the purpose of voting on such
approval.
This Agreement may be terminated with respect to the Portfolio at any
time, without the payment of any penalty, by the Board of Directors of the Fund,
or by vote of a majority of the outstanding shares of the Portfolio, on sixty
days' written notice to the Investment Manager, or by the Investment Manager on
sixty days' written notice to the Fund. This Agreement shall
9
<PAGE>
automatically terminate in the event of its assignment.
ARTICLE 7.
Definitions.
-----------
The terms "assignment," "interested person," and "majority of the
outstanding shares," when used in this Agreement, shall have the respective
meanings specified under the Investment Company Act.
ARTICLE 8.
Amendments of this Agreement.
----------------------------
This Agreement may be amended by the parties only if such amendment is
specifically approved by (i) the Board of Directors of the Fund, or by the vote
of a majority of the outstanding shares of the Portfolio, and (ii) by the vote
of a majority of those directors of the Fund who are not parties to this
Agreement or interested persons of any such party cast in person at a meeting
called for the purpose of voting on such approval.
ARTICLE 9.
Governing Law.
-------------
The provisions of this Agreement shall be construed and interpreted in
accordance with the laws of the State of New York as at the time in effect and
the applicable provisions of the Investment Company Act. To the extent that the
applicable law of the State of New York, or any of the provisions herein,
conflict with the applicable provisions of the Investment Company Act, the
latter shall control.
10
<PAGE>
METROPOLITAN SERIES FUND, INC.
By /s/ Jeffrey J. Hodgman
-----------------------------
President
Attest:
/s/ Christopher P. Nicholas
____________________________
Secretary
METROPOLITAN LIFE INSURANCE COMPANY
By /s/ Gerald Clark
-----------------------------
Executive Vice-President
Attest:
/s/ Ruth Gluck
_____________________
Assistant Secretary
11
<PAGE>
GROWTH PORTFOLIO SUB-INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made this 29th day of April, 1987, among Metropolitan Series
Fund, Inc., a Maryland corporation (the "Fund"), Metropolitan Life Insurance
Company (the "Investment Manager"), a New York corporation, and State Street
Research & Management Company, a Delaware corporation (the "Sub-Investment
Manager");
W I T N E S S E T H:
WHEREAS, the Fund is engaged in business as a diversified open-end
management investment company and is registered as such under the Investment
Company Act of 1940 (the "Investment Company Act");
WHEREAS, the Fund, a series type of investment company, issues separate
classes (or series) of stock, each of which represents a separate portfolio of
investments;
WHEREAS, the Fund is currently comprised of five portfolios which are
the Growth Portfolio, the Income Portfolio, the Money Market Portfolio, the
Discretionary Portfolio, and the GNMA Portfolio, each of which pursues its
investment objectives through separate investment policies, and the Fund may add
or delete portfolios from time to time;
WHEREAS, the Sub-Investment Manager is engaged principally in the
business of rendering advisory services and is registered as an investment
adviser under the Investment Advisers Act of 1940 and
-1-
<PAGE>
WHEREAS, the Fund has employed the Investment Manager to act as
investment manager of the Growth Portfolio as set forth in the Growth Portfolio
Investment Management Agreement dated April 29, 1987 between the Fund and the
Investment Manager (the "Growth Portfolio Investment Management Agreement"); the
Sub-Investment Manager currently renders investment management services to the
Growth Portfolio and the Income Portfolio as set forth in the Sub-Investment
Management Agreement dated May 16, 1983 among the Fund, the Investment Manager
and the Sub-Investment Manager (the "Sub-Investment Management Agreement") and
to the Discretionary Portfolio and the GNMA Portfolio as set forth in the New
Portfolios Sub-Investment Management Agreement dated July 25, 1986 among the
Fund, the Investment Manager and the Sub-Investment Manager (the "New
Portfolios Sub-Investment Management Agreement"); and the Fund and the
Investment Manager desire to terminate the Sub-Investment Management Agreement
and the New Portfolios Sub-Investment Management Agreement and enter into
separate sub-investment management agreements with respect to each Portfolio of
the Fund substantially similar terms with the Sub-Investment Manager;
NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained, the Fund, the Investment Manager and the Sub-Investment
Manager hereby agree as follows:
-2-
<PAGE>
ARTICLE 1.
Duties of the Sub-Investment Manager.
------------------------------------
Subject to the supervision and approval of the Investment Manager and
the Fund's Board of Directors, the Sub-Investment Manager will manage the
investment and reinvestment of the assets of the Funds Growth Portfolio (the
"Portfolio") for the period and on the terms and conditions set forth in this
Agreement. In acting as Sub-Investment Manager to the Fund with respect to the
Portfolio, the Sub-Investment Manager shall determine which securities shall be
purchased, sold or exchanged and what portion of the assets of the Portfolio
shall be held in the various securities or other assets in which it may invest,
subject always to any restrictions of the Fund's Articles of Incorporation and
By-Laws, as amended or supplemented from time to time, the provisions of
applicable laws and regulations including the Investment Company Act, and the
statements relating to the Portfolio's investment objectives, policies and
restrictions as the same are set forth in the prospectus of the Fund then
currently effective under the Securities Act of 1933 (the "Prospectus"). Should
the Board of Directors of the Fund or the Investment Manager at any time,
however, make any definite determination as to investment policy and notify the
Sub-Investment Manager thereof, the Sub-Investment Manager shall be~bound by
such determination for the period, if any, specified in such notice or until
similarly notified that such determination has been revoked. The
-3-
<PAGE>
Sub-Investment Manager shall take, on behalf of the Fund, all actions which it
deems necessary to implement the investment policies of the Portfolio,
determined as provided above, and in particular to place all orders for the
purchase or sale of portfolio securities for the Portfolio with brokers or
dealers selected by it.
In connection with the selection of such brokers or dealers and the
placing of such orders, the Sub-Investment Manager is directed at all times to
follow the policies of the Fund set forth in the Prospectus. Nothing herein
shall preclude the "bunching" of orders for the sale or purchase of portfolio
securities with other Fund portfolios or with other accounts managed by the Sub-
Investment Manager. The Sub-Investment Manager shall not favor any account over
any other and any purchase or sale orders executed contemporaneously shall be
allocated in a manner it deems equitable among the accounts involved and at a
price which is approximately averaged.
In connection with these services the Sub-Investment Manager will
provide investment research as to the Portfolio's investments and conduct a
continuous program of evaluation of their assets. The Sub-Investment Manager
will furnish the Investment Manager and the Fund such statistical information
with respect to the investments it makes for the Portfolio as the Investment
Manager and the Fund may reasonably request. On its own initiative, the Sub-
Investment Manager will apprise the Investment Manager and the Fund of important
developments
-4-
<PAGE>
materially affecting the Portfolio and will furnish the Investment Manager and
the Fund from time to time such information as may be believed appropriate for
this purpose. In addition, the Sub-Investment Manager will furnish the
Investment Manager and the Fund's Board of Directors such periodic and special
reports as either of them may reasonably request.
The Sub-Investment Manager will exercise its best judgment in rendering
the services provided for in this Article l, and the Fund and the Investment
Manager agree, as an inducement to the Sub-Investment Manager's undertaking so
to do, that the Sub-Investment Manager will not be liable under this Agreement
for any mistake of judgment or in any other event whatsoever, except as
hereinafter provided. The Sub-Investment Manager shall for all purposes herein
be deemed to be an independent contractor and shall, unless otherwise provided
or authorized, have no authority to act for or represent the Fund or the
Investment Manager in any way or otherwise be deemed an agent of the Fund or
the Investment Manager other than in furtherance of its duties and
responsibilities as set forth in this Agreement.
ARTICLE 2.
Sub-Investment Management Fee.
-----------------------------
The payment of advisory fees and the allocation of charges and expenses
between the Fund and the Investment Manager with
-5-
<PAGE>
respect to the Portfolio are set forth in the Growth Portfolio Investment
Management Agreement. Nothing in this Growth Portfolio Sub-Investment Management
Agreement shall change or affect that arrangement. The payment of advisory fees
and the apportionment of any expenses related to the services of the Sub-
Investment Manager under this Agreement shall be the sole concern of the
Investment Manager and the Sub-Investment Manager and shall not be the
responsibility of the Fund.
In consideration of services rendered pursuant to this Agreement, the
Investment Manager will pay the Sub-Investment Manager on the first business day
of each month the fee specified by the schedule of fees in the Appendix to this
Agreement. The fee for any period from the date the Portfolio commences
operations to the end of the month will be prorated according to the proportion
which the period bears to the full month, and, upon any termination of this
Agreement before the end of any month, the fee for the part of the month during
which the Sub-Investment Manager acted under this Agreement will be prorated
according to the proportion which the period bears to the full month and will be
payable upon the date of termination of this Agreement.
For the purpose of determining the fees payable to the Sub-Investment
Manager, the value of the Portfolio's net assets will be computed in the manner
specified in the Fund's Prospectus. The Sub-Investment Manager will bear all of
its own
-6-
<PAGE>
expenses (such as research costs) in connection with the performance of
its duties under this Agreement except for those which the Investment Manager
agrees to pay.
Other Matters.
-------------
The Sub-Investment Manager may from time to time employ or associate
with itself any person or persons believed to be particularly fitted to assist
in its performance of services under this Agreement. The compensation of any
such persons will be paid by the Sub-Investment Manager, and no obligation will
be incurred by, or on behalf of, the Fund or the Investment Manager with respect
to them.
The Fund and the Investment Manager understand that the Sub-Investment
Manager now acts and will continue to act as investment manager to various
investment companies and fiduciary or other managed accounts, and the Fund and
the Investment Manager have no objection to the Sub-Investment Manager's so
acting. In addition, the Fund understands that the persons employed by the Sub-
Investment Manager to assist in the performance of the Sub-Investment Manager's
duties hereunder will not devote their full time to such service, and nothing
herein contained shall be deemed to limit or restrict the Sub-Investment
Manager's right or the right of any of the Sub-Investment Manager's affiliates
to engage in and devote time and attention to other businesses or to render
other services of whatever kind or nature.
-7-
<PAGE>
The Sub-Investment Manager agrees that all books and records which it
maintains for the Fund are the Fund's property. The Sub-Investment Manager also
agrees upon request of the Investment Manager or the Fund, promptly to surrender
the books and records to the requester or make the books and records available
for inspection by representatives of regulatory authorities. The Sub-Investment
Manager further agrees to maintain and preserve its books and records in
accordance with the Investment Company Act and rules thereunder.
The Sub-Investment Manager will not be liable for any error of judgment
or mistake of law or for any loss suffered by the Fund in connection with the
matters to which this Agreement relates, except for a loss resulting from
willful misfeasance, bad faith or gross negligence of the Sub-Investment Manager
in the performance of its duties or from reckless disregard of its obligations
and duties under this Agreement.
The Investment Manager has herewith furnished the Sub-Investment Manager
copies of the Fund's Prospectus, Articles of Incorporation and By-Laws as
currently in effect and agrees during the continuance of this Agreement to
furnish the Sub-Investment Manager copies of any amendments or supplements
thereto before or at the time the amendments or supplements become effective.
The Sub-Investment Manager will be entitled to rely on all documents furnished
to it by the Investment Manager or the Fund.
-8-
<PAGE>
ARTICLE 3.
Duration and Termination of this Agreement.
------------------------------------------
This Agreement shall become effective as of the date first above written
and shall remain in force until May 16, 1988 and thereafter shall continue in
effect, but only so long as such continuance is specifically approved at least
annually by (i) the Board of Directors of the Fund, or by the vote of a majority
of the outstanding shares of the Portfolio, and (ii) a majority of those
directors who are not parties to this Agreement or interested persons of any
such party cast in person at a meeting called for the purpose of voting on such
approval.
This Agreement may be terminated with respect to the Portfolio at any
time, without the payment of any penalty, by the Board of Directors of the Fund,
or by vote of a majority of the outstanding shares of the Portfolio, on sixty
days' written notice to the Investment Manager, or by the Investment Manager on
sixty days' written notice to the Fund. This Agreement shall automatically
terminate in the event of its assignment or in the event of the termination of
the Growth Portfolio Investment Management Agreement.
ARTICLE 4.
Definitions.
-----------
The terms "assignment," "interested person," and "majority of the
outstanding shares," when used in this Agreement, shall have the respective
meanings specified under the Investment Company Act.
-9-
<PAGE>
ARTICLE 5.
Amendments of this Agreement.
----------------------------
This Agreement may be amended by the parties only if such amendment is
specifically approved by (i) the Board of Directors of the Fund, or by the vote
of a majority of the outstanding shares of the Portfolio, and (ii) by the vote
of a majority of those directors of the Fund who are not parties to this
Agreement or interested persons of any such party cast in person at a meeting
called for the purpose of voting on such approval.
ARTICLE 6.
Governing Law.
-------------
The provisions of this Agreement shall be construed and interpreted in
accordance with the laws of the State of New York as at the time in effect and
the applicable provisions of the Investment Company Act. To the extent that
the applicable law of the State of New York, or any of the provisions herein,
conflict with the applicable provisions of the Investment Company Act, the
latter shall control.
ARTICLE 7.
Prior Agreement.
---------------
This Agreement shall supersede the Sub-Investment Management Agreement
and the New Portfolios Sub-Investment Management Agreement insofar as either of
those Agreements relates to the Portfolio. Nothing contained herein shall be
construed to affect the validity of any action taken pursuant to the Sub-
Investment Management Agreement or the New
-10-
<PAGE>
Portfolios Sub-Investment Management Agreement.
METROPOLITAN SERIES FUND, INC.
By /s/ Jeffrey J. Hodgman
--------------------------
President
Attest:
/s/ Christopher P. Nicholas
-------------------------
Secretary
METROPOLITAN LIFE INSURANCE
COMPANY
By /s/ Harry P. Kamen
--------------------------
Senior Vice-President and
General Counsel
Attest:
/s/ Polly Wittenberg
-------------------------
Assistant Secretary
STATE STREET RESEARCH &
MANAGEMENT COMPANY
By /s/ Charles L. Smith
--------------------------
President and Chief
Executive Officer
Attest:
/s/ Constantine Hutchins
-------------------------
Senior Vice-President and
Secretary
-11-
<PAGE>
Appendix
STATE STREET RESEARCH & MANAGEMENT COMPANY
------------------------------------------
Metropolitan Series Fund Fee Schedule
-------------------------------------
Growth Portfolio
----------------
1st $5MM @ 1/2 of 1% per year
2nd $5MM @ 3/8 of 1% per year
$10MM - 200MM @ 1/4 of 1% per year
Over $200MM @ 1/5 of 1% per year
Account Size Effective Rates (100ths of 1%) Fee
- ------------ ------------------------------ ---
$ 25MM 32.50 $ 81,250
50MM 28.75 143 750
75MM 27.50 206,250
100MM 26.88 268,750
125MM 26.50 331,250
150MM 26.25 393,750
175MM 26.07 456,250
200MM 25.94 518,750
-12-
<PAGE>
EXHIBIT 5(B)3
INCOME PORTFOLIO SUB-INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made this 29th day of April, 1987, among Metropolitan Series
Fund, Inc., a Maryland corporation (the "Fund"), Metropolitan Life Insurance
Company (the "Investment Manager"), a New York corporation, and State Street
Research & Management Company, a Delaware corporation (the "Sub-Investment
Manager");
W I T N E S S E T H :
WHEREAS, the Fund is engaged in business as a diversified open-end
management investment company and is registered as such under the Investment
Company Act of 1940 (the "Investment Company Act");
WHEREAS, the Fund, a series type of investment company, issues separate
classes (or series) of stock, each of which represents a separate portfolio of
investments;
WHEREAS, the Fund is currently comprised of five portfolios which are
the Growth Portfolio, the Income Portfolio, the Money Market Portfolio, the
Discretionary Portfolio, and the GNMA Portfolio, each of which pursues its
investment objectives through separate investment policies, and the Fund may add
or delete portfolios from time to time;
WHEREAS, the Sub-Investment Manager is engaged principally in the
business of rendering advisory services and is registered as an investment
adviser under the Investment Advisers Act of 1940; and
-1-
<PAGE>
WHEREAS, the Fund has employed the Investment Manager to act as
investment manager of the Income Portfolio as set forth in the Income Portfolio
Investment Management Agreement dated April 29, 1987 between the Fund and the
Investment Manager (the "Income Portfolio Investment Management Agreement"); the
Sub-Investment Manager currently renders investment management services to the
Growth Portfolio and the Income Portfolio as set forth in the Sub-Investment
Management Agreement dated May 16, 1983 among the Fund, the Investment Manager
and the Sub-Investment Manager (the "Sub-Investment Management Agreement") and
to the Discretionary Portfolio and the GNMA Portfolio as set forth in the New
Portfolios Sub-Investment Management Agreement dated July 25, 1986 among the
Fund, the Investment Manager and the Sub-Investment Manager (the "New Portfolios
Sub-Investment Management Agreement"); and the Fund and the Investment Manager
desire to terminate the Sub-Investment Management Agreement and the New
Portfolios Sub-Investment Management Agreement and enter into separate sub-
investment management agreements with respect to each Portfolio of the Fund on
substantially similar terms with the Sub-Investment Manager;
NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained, the Fund, the Investment Manager and the Sub-Investment
Manager hereby agree a follows:
-2-
<PAGE>
ARTICLE 1.
Duties of the Sub-Investment Manager.
------------------------------------
Subject to the supervision and approval of the Investment Manager and
the Fund's Board of Directors, the Sub-Investment Manager will manage the
investment and reinvestment of the assets of the Fund's Income Portfolio
(the "Portfolio") for the period and on the terms and conditions set forth in
this Agreement. In acting as Sub-Investment Manager to the Fund with
respect to the Portfolio, the Sub-Investment Manager shall determine which
securities shall be purchased, sold or exchanged and what portion of the
assets of the Portfolio shall be held in the various securities or other
assets in which it may invest, subject always to any restrictions of the
Fund's Articles of Incorporation and By-Laws, as amended or supplemented from
time to time, the provisions of applicable laws and regulations including the
Investment Company Act, and the statements relating to the Portfolio's
investment objectives, policies and restrictions as the same are set forth in
the prospectus of the Fund then currently effective under the Securities Act
of 1933 (the "Prospectus"). Should the Board of Directors of the Fund or the
Investment Manager at any time, however, make any definite determination as to
investment policy snd notify the Sub-Investment Manager thereof, the Sub-
Investment Manager shall be bound by such determination for the period, if
any, specified in such notice or until similarly notified that such
determination has been revoked. The
-3-
<PAGE>
Sub-Investment Manager shall take, on behalf of the Fund, all actions which it
deems necessary to implement the investment policies of the Portfolio,
determined as provided above, and in particular to place all orders for the
purchase or sale of portfolio securities for the Portfolio with brokers or
dealers selected by it.
In connection with the selection of such brokers or dealers and the
placing of such orders, the Sub-Investment Manager is directed at all times to
follow the policies of the Fund set forth in the Prospectus. Nothing herein
shall preclude the "bunching" of orders for the sale or purchase of portfolio
securities with other Fund portfolios or with other accounts managed by the Sub-
Investment Manager. The Sub-Investment Manager shall not favor any account over
any other and any purchase or sale orders executed contemporaneously shall be
allocated in a manner it deems equitable among the accounts involved and at a
price which is approximately averaged.
In connection with these services the Sub-Investment Manager will
provide investment research as to the Portfolio's investments and conduct a
continuous program of evaluation of their assets. The Sub-Investment Manager
will furnish the Investment Manager and the Fund such statistical information
with respect to the investments it makes for the Portfolio as the Investment
Manager and the Fund may reasonably request. On its own initiative, the Sub-
Investment Manager will apprise the
-4-
<PAGE>
Investment Manager and the Fund of important developments materially affecting
the Portfolio and will furnish the Investment Manager and the Fund from time to
time such information as may be believed appropriate for this purpose. In
addition, the Sub-Investment Manager will furnish the Investment Manager and the
Fund's Board of Directors such periodic and special reports as either of them
may reasonably request.
The Sub-Investment Manager will exercise its best judgment in rendering
the services provided for in this Article 1, and the Fund and the Investment
Manager agree, as an inducement to the Sub-Investment Manager's undertaking so
to do, that the Sub-Investment Manager will not be liable under this Agreement
for any mistake of judgment or in any other event whatsoever, except as
hereinafter provided. The Sub-Investment Manager shall for all purposes herein
be deemed to be an independent contractor and shall, unless otherwise provided
or authorized, have no authority to act for or represent the Fund or the
Investment Manager in any way or otherwise be deemed an agent of the Fund or
the Investment Manager other than in furtherance of its duties and
responsibilities as set forth in this Agreement.
ARTICLE 2.
Sub-Investment Management Fee.
-----------------------------
The payment of advisory fees and the allocation of charges and expenses
between the Fund and the Investment Manager with
-5-
<PAGE>
respect to the Portfolio are set forth in the Income Portfolio Investment
Management Agreement. Nothing in this Income Portfolio Sub-Investment Management
Agreement shall change or affect that arrangement. The payment of advisory fees
and the apportionment of any expenses related to the services of the Sub-
Investment Manager under this Agreement shall be the sole concern of the
Investment Manager and the Sub-Investment Manager and shall not be the
responsibility of the Fund.
In consideration of services rendered pursuant to this Agreement, the
Investment Manager will pay the Sub-Investment Manager on the first business day
of each month the fee specified by the schedule of fees in the Appendix to this
Agreement. The fee for any period from the date the Portfolio commences
operations to the end of the month will be prorated according to the proportion
which the period bears to the full month, and, upon any termination of this
Agreement before the end of any month, the fee for the part of the month during
which the Sub-Investment Manager acted under this Agreement will be prorated
according to the proportion which the period bears to the full month and will be
payable upon the date of termination of this Agreement.
For the purpose of determining the fees payable to the Sub-Investment
Manager, the value of the Portfolio's net assets will be computed in the manner
specified in the Fund's Prospectus. The Sub-Investment Manager will bear all of
its own
-6-
<PAGE>
expenses (such as research costs) in connection with the performance of its
duties under this Agreement except for those which the Investment Manager agrees
to pay.
Other Matters.
-------------
The Sub-Investment Manager may from time to time employ or associate
with itself any person or persons believed to be particularly fitted to assist
in its performance of services under this Agreement. The compensation of any
such persons will be paid by the Sub-Investment Manager, and no obligation will
be incurred by, or on behalf of, the Fund or the Investment Manager with respect
to them.
The Fund and the Investment Manager understand that the Sub-Investment
Manager now acts and will continue to act as investment manager to various
investment companies and fiduciary or other managed accounts, and the Fund and
the Investment Manager have no objection to the Sub-Investment Manager's so
acting. In addition, the Fund understands that the persons employed by the Sub-
Investment Manager to assist in the performance of the Sub-Investment Manager's
duties hereunder will not devote their full time to such service, and nothing
herein contained shall be deemed to limit or restrict the Sub-Investment
Manager's right or the right of any of the Sub-Investment Manager's affiliates
to engage in and devote time and attention to other businesses or to render
other services of whatever kind or nature.
-7-
<PAGE>
The Sub-Investment Manager agrees that all books and records which it
maintains for the Fund are the Fund's property. The Sub-Investment Manager also
agrees upon request of the Investment Manager or the Fund, promptly to surrender
the books and records to the requester or make the books and records available
for inspection by representatives of regulatory authorities. The Sub-Investment
Manager further agrees to maintain and preserve its books and records in
accordance with the Investment Company Act and rules thereunder.
The Sub-Investment Manager will not be liable for any error of judgment
or mistake of law or for any loss suffered by the Fund in connection with the
matters to which this Agreement relates, except for a loss resulting from
willful misfeasance, bad faith or gross negligence of the Sub-Investment Manager
in the performance of its duties or from reckless disregard of its obligations
and duties under this Agreement.
The Investment Manager has herewith furnished the Sub-Investment Manager
copies of the Fund's Prospectus, Articles of Incorporation and By-Laws as
currently in effect and agrees during the continuance of this Agreement to
furnish the Sub-Investment Manager copies of any amendments or supplements
thereto before or at the time the amendments or supplements become effective.
The Sub-Investment Manager will be entitled to rely on all documents furnished
to it by the Investment Manager or the Fund.
-8-
<PAGE>
ARTICLE 3.
Duration and Termination of this Agreement.
------------------------------------------
This Agreement shall become effective as of the date first above written
and shall remain in force until May 16, 1988 and thereafter shall continue in
effect, but only so long as such continuance is specifically approved at least
annually by (i) the Board of Directors of the Fund, or by the vote of a majority
of the outstanding shares of the Portfolio, and (ii) a majority of those
directors who are not parties to this Agreement or interested persons of any
such party cast in person at a meeting called for the purpose of voting on such
approval.
This Agreement may be terminated with respect to the Portfolio at any
time, without the payment of any penalty, by the Board of Directors of the Fund,
or by vote of a majority of the outstanding shares of the Portfolio, on sixty
days' written notice to the Investment Manager, or by the Investment Manager on
sixty days' written notice to the Fund. This Agreement shall automatically
terminate in the event of its assignment or in the event of the termination of
the Income Portfolio Investment Management Agreement.
ARTICLE 4.
Definitions.
-----------
The terms "assignment," "interested person," and "majority of the
outstanding shares," when used in this Agreement, shall have the respective
meanings specified under the Investment Company Act.
-9-
<PAGE>
ARTICLE 5.
Amendments of this Agreement.
----------------------------
This Agreement may be amended by the parties only if such amendment is
specifically approved by (i) the Board of Directors of the Fund, or by the vote
of a majority of the outstanding shares of the Portfolio, and (ii) by the vote
of a majority of those directors of the Fund who are not parties to this
Agreement or interested persons of any such party cast in person at a meeting
called for the purpose of voting on such approval.
ARTICLE 6.
Governing Law.
-------------
The provisions of this Agreement shall be construed and interpreted in
accordance with the laws of the State of New York as at the time in effect and
the applicable provisions of the Investment Company Act. To the extent that the
applicable law of the State of New York, or any of the provisions herein,
conflict with the applicable provisions of the Investment Company Act, the
latter shall control.
ARTICLE 7.
Prior Agreement.
---------------
This Agreement shall supersede the Sub-Investment Management Agreement
and the New Portfolios Sub-Investment Management Agreement insofar as either of
those Agreements relates to the Portfolio. Nothing contained herein shall be
construed to affect the validity of any action taken pursuant to the Sub-
Investment Management Agreement or the New
-10-
<PAGE>
Portfolios Sub-Investment Management Agreement.
METROPOLITAN SERIES FUND, INC.
By /s/ Jeffrey J. Hodgman
--------------------------
President
Attest:
/s/ Christopher P. Nicholas
---------------------------
Secretary
METROPOLITAN LIFE INSURANCE
COMPANY
By /s/ Harry P. Kamen
---------------------------
Senior Vice-President and
General Counsel
Attest:
/s/ Polly Wittenberg
---------------------------
Assistant Secretary
STATE STREET RESEARCH &
MANAGEMENT COMPANY
By /s/ Charles L. Smith
-------------------------------
President and Chief
Executive Officer
Attest:
/s/ Constantine Hutchins
-----------------------------
Senior Vice-President
and Secretary
-11-
<PAGE>
Appendix
STATE STREET RESEARCH & MANAGEMENT COMPANY
------------------------------------------
Income Portfolio
----------------
1st $25MM @ 1/4 of 1% per year
2nd $25MM @ 3/16 of 1% per year
Over-$50MM @ 1/8 of 1% per year
Account Size Effective Rates (lOOths of 1%) Fee
- ------------ ----------------------------- ---
$ 25MM 25.00 $ 62,500
50MM 21.88 109,375
75MM 18.75 140,625
100MM 17.19 171,875
125MM 16.25 203,125
150MM 15.63 234,375
175MM 15.18 265,625
200MM 14.84 296,875
-12-
<PAGE>
DISCRETIONARY PORTFOLIO SUB-INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made this 29th day of April, 1987, among Metropolitan Series
Fund, Inc., a Maryland corporation (the "Fund"), Metropolitan Life Insurance
Company (the "Investment Manager"), a New York corporation, and State Street
Research & Management Company, a Delaware corporation (the "Sub-Investment
Manager");
W I T N E S S E T H :
WHEREAS, the Fund is engaged in business as a diversified open-end
management investment company and is registered as such under the Investment
Company Act of 1940 (the "Investment Company Act");
WHEREAS, the Fund, a series type of investment company, issues
separate classes (or series) of stock, each of which, represents a separate
portfolio of investments;
WHEREAS, the Fund is currently comprised of five portfolios which are
the Growth Portfolio, the Income Portfolio, the Money Market Portfolio, the
Discretionary Portfolio, and the GNMA Portfolio, each of which pursues its
investment objectives through separate investment policies, and the Fund may
add or delete portfolios from time to time;
WHEREAS, the Sub-Investment Manager is engaged principally in the
business of rendering advisory services and is registered as an investment
adviser under the Investment Advisers Act of 1940; and
- 1 -
<PAGE>
WHEREAS, the Fund has employed the Investment Manager to act as
investment manager of the Discretionary Portfolio as set forth in the
Discretionary Portfolio Investment Management Agreement dated April 29, 1987
between the Fund And the Investment Manager (the Discretionary Portfolio
Investment Management Agreement); the Sub-Investment Manager currently renders
investment management services to the Growth Portfolio and the Income Portfolio
as set forth in the Sub-Investment Management Agreement dated May 16, 1983 among
the Fund, the Investment Manager and the Sub-Investment Manager (the Sub-
Investment Management Agreement") and to the Discretionary Portfolio and the
GNMA Portfolio as set forth in the New Portfolios Sub-Investment Management
Agreement dated July 25, 1986 among the Fund, the Investment Manager and the
Sub-Investment Manager (the New Portfolios Sub-Investment Management
Agreement"); and the Fund and the Investment Manager desire to terminate the
Sub-Investment Management Agreement and the New Portfolios Sub-Investment
Management Agreement and enter into separate sub-investment management
agreements with respect to each Portfolio of the Fund on substantially similar
terms with the Sub-Investment Manager;
NOW, THEREFORE, in consideration of the premises and the
covenants hereinafter contained, the Fund, the Investment Manager and the Sub-
Investment Manager hereby agree as follows:
- 2 -
<PAGE>
ARTICLE 1.
Duties of the Sub-Investment Manager.
Subject to the supervision and approval of the Investment Manager and
the Fund's Board of Directors, the Sub-Investment Manager will manage the
investment and reinvestment of the assets of the Fund's Discretionary Portfolio
(the "Portfolio") for the period and on the terms and conditions set forth in
this Agreement. In acting as Sub-Investment Manager to the Fund with respect to
the Portfolio, the Sub-Investment Manager shall determine which securities
shall be purchased, sold or exchanged and what portion of the assets of the
Portfolio shall be held in the various securities or other assets in which it
may invest, subject always to any restrictions of the Fund's Articles of
Incorporation and By-Laws, as amended or supplemented from time to time, the
provisions of applicable laws and regulations including the Investment Company
Act, and the statements relating to the Portfolio's investment objectives,
policies and restrictions as the same are set forth in the prospectus of the
Fund then currently effective under the Securities Act of 1933 (the
"Prospectus"). Should the Board of Directors of the Fund or the Investment
Manager at any time, however, make any definite determination as to investment
policy and notify the Sub-Investment Manager thereof, the Sub-Investment Manager
shall be bound by such determination for the period, if any, specified in such
notice or until similarly notified that such determination has been revoked. The
- 3 -
<PAGE>
Sub-Investment Manager shall take, on behalf of the Fund, all actions which it
deems necessary to implement the investment policies of the Portfolio,
determined as provided above, and in particular to place all orders for the
purchase or sale of portfolio securities for the Portfolio with brokers or
dealers selected by it.
In connection with the selection of such brokers or dealers and the
placing of such orders, the Sub-Investment Manager is directed at all times to
follow the policies of the Fund set forth in the Prospectus. Nothing herein
shall preclude the "bunching" of orders for the sale or purchase of portfolio
securities with other Fund portfolios or with other accounts managed by the Sub-
Investment Manager. The Sub-Investment Manager shall not favor any account over
any other and any purchase or sale orders executed contemporaneously shall be
allocated in a manner it deems equitable among the accounts involved and at a
price which is approximately averaged.
In connection with these services the Sub-Investment Manager will
provide investment research as to the Portfolio's investments and conduct a
continuous program of evaluation of their assets. The Sub-Investment Manager
will furnish the Investment Manager and the Fund such statistical information
With respect to the investments it makes for the Portfolio as the Investment
Manager and the Fund may reasonably request. On its own initiative, the Sub-
Investment Manager will apprise the
- 4 -
<PAGE>
Investment Manager and the Fund of important developments materially affecting
the Portfolio and will furnish the Investment Manager and the Fund from time to
time such information as may be believed appropriate for this purpose. In
addition, the Sub-Investment Manager will furnish the Investment Manager and the
Fund's Board of Directors such periodic and special reports as either of them
may reasonably request.
The Sub-Investment Manager will exercise its best judgment in rendering
the services provided for in this Article 1, and the Fund and the Investment
Manager agree, as an inducement to the Sub-Investment Manager's undertaking so
to do, that the Sub-Investment Manager will not be liable under this Agreement
for any mistake of judgment or in any other event whatsoever, except as
hereinafter provided. The Sub-Investment Manager shall for all purposes herein
be deemed to be an independent contractor and shall, unless otherwise provided
or authorized, have no authority to act for or represent the Fund or the
Investment Manager in any way or otherwise be deemed an agent of the Fund or
the Investment Manager other than in furtherance of its duties and
responsibilities as set forth in this Agreement.
ARTICLE 2.
Sub-Investment Management Fee.
The payment of advisory fees and the allocation of charges and
expenses between the Fund and the Investment Manager with
- 5 -
<PAGE>
respect to the Portfolio are set forth in the Discretionary Portfolio Investment
Management Agreement. Nothing in this Discretionary Portfolio Sub-Investment
Management Agreement shall change or affect that arrangement. The payment of
advisory fees and the apportionment of any expenses related to the services of
the Sub-Investment Manager under this Agreement shall be the sole concern of the
Investment Manager and the Sub-Investment Manager and shall not be the
responsibility of the Fund.
In consideration of services rendered pursuant to this Agreement, the
Investment Manager will pay the Sub-Investment Manager on the first business day
of each month the fee specified by the schedule of fees in the Appendix to this
Agreement. The fee for any period from the date the Portfolio commences
operations to the end of the month will be prorated according to the proportion
which the period bears to the full month, and, upon any termination of this
Agreement before the end of any month, the fee for the part of the month during
which the Sub-Investment Manager acted under this Agreement will be prorated
according to the proportion which the period bears to the full month and will be
payable upon the date of termination of this Agreement.
For the purpose of determining the fees payable to the Sub-Investment
Manager, the value of the Portfolio's net assets will be computed in the manner
specified in the Fund's Prospectus. The Sub-Investment Manager will bear all of
its own
- 6 -
<PAGE>
expenses (such as research costs) in connection with the performance of its
duties under this Agreement except for those which the Investment Manager agrees
to pay.
Other Matters.
The Sub-Investment Manager may from time to time employ or associate
with itself any person or persons believed to be particularly fitted to assist
in its performance of services under this Agreement. The compensation of any
such persons will be paid by the Sub-Investment Manager, and no obligation will
be incurred by, or on behalf of, the Fund or the Investment Manager with respect
to them.
The Fund and the Investment Manager understand that the Sub-Investment
Manager now acts and will continue to act as investment manager to various
investment companies and fiduciary or other managed accounts, and the Fund and
the Investment Manager have no objection to the Sub-Investment Manager's so
acting. In addition, the Fund understands that the persons employed by the Sub-
Investment Manager to assist in the performance of the Sub-Investment Manager's
duties hereunder will not devote their full time to such service, and nothing
herein contained shall be deemed to limit or restrict the Sub-Investment
Manager's right or the right of any of the Sub-Investment Manager's affiliates
to engage in and devote time and attention to other businesses or to render
other services of whatever kind or nature.
- 7 -
<PAGE>
The Sub-Investment Manager agrees that all books and records which it
maintains for the Fund are the Fund's property. The Sub-Investment Manager also
agrees upon request of the Investment Manager or the Fund, promptly to surrender
the books and records to the requester or make the books and records available
for inspection by representatives of regulatory authorities. The Sub-Investment
Manager further agrees to maintain and preserve its books and records in
accordance with the Investment Company Act and rules thereunder.
The Sub-Investment Manager will not be liable for any error of
judgment or mistake of law or for any loss suffered by the Fund in connection
with the matters to which this Agreement relates, except for a loss resulting
from willful misfeasance, bad faith or gross negligence of the Sub-Investment
Manager in the performance of its duties or from reckless disregard of its
obligations and duties under this Agreement.
The Investment Manager has herewith furnished the Sub-Investment
Manager copies of the Fund's Prospectus, Articles of Incorporation and By-Laws
as currently in effect and agrees during the continuance of this Agreement to
furnish the Sub-Investment Manager copies of any amendments or supplements
thereto before or at the time the amendments or supplements become effective.
The Sub-Investment Manager will be entitled to rely on all documents furnished
to it by the Investment Manager or the Fund.
- 8 -
<PAGE>
ARTICLE 3.
Duration and Termination of this Agreement.
This Agreement shall become effective as of the date first above
written and shall remain in force until May 16, 1988 and thereafter shall
continue in effect, but only so long as such continuance is specifically
approved at least annually by (i) the Board of Directors of the Fund, or by the
vote of a majority of the outstanding shares of the Portfolio, and (ii) a
majority of those directors who are not parties to this Agreement or interested
persons of any such party cast in person at a meeting called for the purpose of
voting on such approval.
This Agreement may be terminated with respect to the Portfolio at
any time, without the payment of any penalty, by the Board of Directors of the
Fund, or by vote of a majority of the outstanding shares of the Portfolio, on
sixty days' written notice to the Investment Manager, or by the Investment
Manager on sixty days' written notice to the Fund. This Agreement shall
automatically terminate in the event of its assignment or in the event of the
termination of the Discretionary Portfolio Investment Management Agreement.
ARTICLE 4.
Definitions.
The terms "assignment," "interested person," and "majority of the outstanding
shares," when used in this Agreement, shall have the respective meanings
specified under the Investment Company Act.
- 9 -
<PAGE>
ARTICLE 5.
Amendments of this Agreement.
This Agreement may be amended by the parties only if such amendment
is specifically approved by (i) the Board of Directors of the Fund, or by the
vote of a majority of the outstanding shares of the Portfolio, and (ii) by the
vote of a majority of those directors of the Fund who are not parties to this
Agreement or interested persons of any such party cast in person at a meeting
called for the purpose of voting on such approval.
ARTICLE 6.
Governing Law.
The provisions of this Agreement shall be construed and
interpreted in accordance with the laws of the State of New York as at the time
in effect and the applicable provisions of the Investment Company Act. To the
extent that the applicable law of the State of New York, or any of the
provisions herein, conflict with the applicable provisions of the Investment
Company Act, the latter shall control.
ARTICLE 7.
Prior Agreement.
This Agreement shall supersede the Sub-Investment Management
Agreement and the New Portfolios Sub-Investment Management Agreement insofar as
either of those Agreements relates to the Portfolio. Nothing contained herein
shall be construed to affect the validity of any action taken pursuant to the
Sub-Investment Management Agreement or the New
- 10 -
<PAGE>
Portfolios Sub-Investment Management Agreement.
METROPOLITAN SERIES FUND, INC.
By /s/ Jeffrey J. Hodgman
---------------------------
President
Attest:
/s/ Christopher P. Nicholas
___________________________
Secretary
METROPOLITAN LIFE INSURANCE
COMPANY
By /s/ Harry P. Kamen
______________________________
Senior Vice-President and
General Counsel
Attest:
/s/ P. Wittenberg
______________________
Assistant Secretary
STATE STREET RESEARCH &
MANAGEMENT COMPANY
By /s/ Charles L. Smith
___________________________
President and Chief
Executive Officer
Attest:
/s/ Constantine Hutchins
___________________________
Senior Vice-President and
Secretary
- 11 -
<PAGE>
Appendix
STATE STREET RESEARCH & MANAGEMENT COMPANY
------------------------------------------
Discretionary Portfolio
-----------------------
1st $5MM @ 1/2 of 1% per year
2nd $5MM @ 3/8 of 1% per year
$10MM - 200MM @ 1/4 of 1% per year
Over $200MM @ 1/5 of 1% per year
Account Size Effective Rates (100ths of 1%) Fee
- --------------------- ------------------------------ --------
$ 25MM 32.50 $ 81,250
50MM 28.75 143,750
75MM 27.50 206,250
100MM 26.88 268,750
125MM 26.50 331,250
150MM 26.25 393,750
175MM 26.07 456,250
200MM 25.94 518,750
- 12 -
<PAGE>
Exhibit 5(c)
AGGRESSIVE GROWTH PORTFOLIO SUB-INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made this 29th day of April, 1988, among Metropolitan Series Fund,
----
Inc., a Maryland corporation (the "Fund"), Metropolitan Life Insurance Company
(the "Investment Manager"), a New York corporation, and State Street Research &
Management Company, a Delaware corporation (the "Sub-Investment Manager");
W I T N E S S E T H :
WHEREAS, the Fund is engaged in business as a diversified open-end management
investment company and is registered as such under the Investment Company Act of
1940 (the "Investment Company Act");
WHEREAS, the Fund, a series type of investment company, issues separate
classes (or series) of stock, each of which represents a separate portfolio of
investments;
WHEREAS, the Fund is currently comprised of seven portfolios which are the
Growth Portfolio, the Income Portfolio, the Money Market Portfolio, the
Discretionary Portfolio, the GNMA Portfolio, the Aggressive Growth Portfolio and
the Equity Income Portfolio, each of which pursues its investment objectives
through separate investment policies, and the Fund may add or delete portfolios
from time to time;
WHEREAS, the Sub-Investment Manager is engaged principally in the business of
rendering advisory services and is registered as an investment adviser under the
Investment Advisers Act of 1940; and
<PAGE>
WHEREAS, the Fund has employed the Investment Manager to act as
investment manager of the Aggressive Growth Portfolio as set forth in the
Aggressive Growth Portfolio Investment Management Agreement dated April 29,
--
1988 between the Fund and the Investment Manager (the "Aggressive Growth
Portfolio Investment Management Agreement"); the Sub-Investment Manager
currently renders investment management services to the Growth Portfolio, the
Income Portfolio, the Discretionary Portfolio, the GNMA Portfolio and the
Equity Income Portfolio as set forth in separate sub-investment management
agreements among the Fund, the Investment Manager and the Sub-Investment
Manager; and the Fund and the Investment Manager desire to enter into a
separate sub-investment management agreement with respect to the Aggressive
Growth Portfolio of the Fund with the Sub-Investment Manager;
NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained, the Fund, the Investment Manager and the Sub-
Investment Manager hereby agree as follows:
ARTICLE 1.
Duties of the Sub-Investment Manager.
------------------------------------
Subject to the supervision and approval of the Investment Manager and the
Fund's Board of Directors, the Sub-Investment Manager will manage the investment
and reinvestment of the assets of the Fund's Aggressive Growth Portfolio (the
"Portfolio") for the period and on the terms and conditions set forth in this
Agreement. In acting as Sub-Investment Manager to the Fund with respect to the
Portfolio, the Sub-Investment Manager shall determine which securities shall be
purchased,
<PAGE>
sold or exchange and what portion of the assets of the Portfolio shall be held
in the various securities or other assets in which it may invest, subject always
to any restrictions of the Fund's Articles of Incorporation and By-Laws, as
amended or supplemented from time to time, the provisions of applicable laws and
regulations including the Investment Company Act, and the statements relating to
the Portfolio's investment objectives, policies and restrictions as the same are
set forth in the prospectus of the Fund then currently effective under the
Securities Act of 1933 (the "Prospectus"). Should the Board of Directors of the
Fund or the Investment Manager at any time, however, make any definite
determination as to investment policy and notify the Sub-Investment Manager
thereof, the Sub-Investment Manager shall be bound by such determination for the
period, if any, specified in such notice or until similarly notified that such
determination has been revoked. The Sub-Investment Manager shall take, on behalf
of the Fund, all actions which it deems necessary to implement the investment
policies of the Portfolio, determined as provided above, and in particular to
place all orders for the purchase or sale of portfolio securities for the
Portfolio with brokers or dealers selected by it.
In connection with the selection of such brokers or dealers and the placing of
such orders, the Sub-Investment Manager is directed at all times to follow the
policies of the Fund set forth in the Prospectus. Nothing herein shall preclude
the "bunching" of orders for the sale or purchase of portfolio
<PAGE>
securities with other Fund portfolios or with other accounts managed by the Sub-
Investment Manager. The Sub-Investment Manager shall not favor any account over
any other and any purchase or sale orders executed contemporaneously shall be
allocated in a manner it deems equitable among the accounts involved and at a
price which is approximately averaged.
In connection with these services the Sub-Investment Manager will provide
investment research as to the Portfolio's investments and conduct a continuous
program of evaluation of their assets. The Sub-Investment Manager will furnish
the Investment Manager and the Fund such statistical information with respect to
the investments it makes for the Portfolio as the Investment Manager and the
Fund may reasonably request. On its own initiative, the Sub-Investment Manager
will apprise the Investment Manager and the Fund of important developments
materially affecting the Portfolio and will furnish the Investment Manager and
the Fund from time to time such information as may be believed appropriate for
this purpose. In addition, the Sub-Investment Manager will furnish the
Investment Manager and the Fund's Board of Directors such periodic and special
reports as either of them may reasonably request.
The Sub-Investment Manager will exercise its best judgment in rendering the
services provided for in this Article 1, and the Fund and the Investment
Manager agree, as an inducement to the Sub-Investment Manager's undertaking so
to do, that the Sub-Investment Manager will not be liable under this Agreement
for any mistake of judgment or in any other event whatsoever,
<PAGE>
except as hereinafter provided. The Sub-Investment Manager shall for all
purposes herein be deemed to be an independent contractor and shall, unless
otherwise provided or authorized, have no authority to act for or represent the
Fund or the Investment Manager in any way or otherwise be deemed an agent of the
Fund or the Investment Manager other than in furtherance of its duties and
responsibilities as set forth in this Agreement.
ARTICLE 2.
Sub-Investment Management Fee.
-----------------------------
The payment of advisory fees and the allocation of charges and expenses
between the Fund and the Investment Manager with respect to the Portfolio are
set forth in the Aggressive Growth Portfolio Investment Management Agreement.
Nothing in this Aggressive Growth Portfolio Sub-Investment Management Agreement
shall change or affect that arrangement. The payment of advisory fees and the
apportionment of any expenses related to the services of the Sub-Investment
Manager under this Agreement shall be the sole concern of the Investment Manager
and the Sub-Investment Manager and shall not be the responsibility of the Fund.
In consideration of services rendered pursuant to this Agreement, the
Investment Manager will pay the Sub-Investment Manager on the first business day
of each month the fee specified by the schedule of fees in the Appendix to this
Agreement. The fee for any period from the date the Portfolio commences
operations to the end of the month will be prorated according to the proportion
which the period bears to the full
<PAGE>
month, and, upon any termination of this Agreement before the end of any
month, the fee for the part of the month during which the Sub-Investment
Manager acted under this Agreement will be prorated according to the
proportion which the period bears to the full month and will be payable upon
the date of termination of this Agreement.
For the purpose of determining the fees payable to the Sub-Investment Manager,
the value of the Portfolio's net assets will be computed in the manner specified
in the Fund's Prospectus. The Sub-Investment Manager will bear all of its own
expenses (such as research costs) in connection with the performance of its
duties under this Agreement except for those which the Investment Manager agrees
to pay.
Other Matters.
-------------
The Sub-Investment Manager may from time to time employ or associate with
itself any person or persons believed to be particularly fitted to assist in its
performance of services under this Agreement. The compensation of any such
persons will be paid by the Sub-Investment Manager, and no obligation will be
incurred by, or on behalf of, the Fund or the Investment Manager with respect to
them.
The Fund and the Investment Manager understand that the Sub-Investment Manager
now acts and will continue to act as investment manager to various investment
companies and fiduciary or other managed accounts, and the Fund and the
Investment Manager have no objection to the Sub-Investment Manager's so acting.
In addition, the Fund understands that the persons employed by the Sub-
Investment Manager to assist in the
<PAGE>
performance of the Sub-Investment Manager's duties hereunder will not devote
their full time to such service, and nothing herein contained shall be deemed to
limit or restrict the Sub-Investment Manager's right or the right of any of the
Sub-Investment Manager's affiliates to engage in and devote time and attention
to other businesses or to render other services of whatever kind or nature.
The Sub-Investment Manager agrees that all books and records which it
maintains for the Fund are the Fund's property. The Sub-Investment Manager also
agrees upon request of the Investment Manager or the Fund, promptly to surrender
the books and records to the requester or make the books and records available
for inspection by representatives of regulatory authorities. The Sub-Investment
Manager further agrees to maintain and preserve its books and records in
accordance with the Investment Company Act and rules thereunder.
The Sub-Investment Manager will not be liable for any error of judgment or
mistake of law or for any loss suffered by the Fund in connection with the
matters to which this Agreement relates, except for a loss resulting from
willful misfeasance, bad faith or gross negligence of the Sub-Investment Manager
in the performance of its duties or from reckless disregard of its obligations
and duties under this Agreement.
The Investment Manager has herewith furnished the Sub-Investment Manager
copies of the Fund's Prospectus, Articles of Incorporation and By-Laws as
currently in effect and agrees during the continuance of this Agreement to
furnish the Sub-Investment Manager copies of any amendments or
<PAGE>
supplements thereto before or at the time the amendments or supplements become
effective. The Sub-Investment Manager will be entitled to rely on all documents
furnished to it by the Investment Manager or the Fund.
ARTICLE 3.
Duration and Termination of this Agreement.
------------------------------------------
This Agreement shall become effective as of the date first above written and
shall remain in force until May 16, 1989 and thereafter shall continue in
effect, but only so long as such continuance is specifically approved at least
annually by (i) the Board of Directors of the Fund, or by the vote of a majority
of the outstanding shares of the Portfolio, and (ii) a majority of those
directors who are not parties to this Agreement or interested persons of any
such party cast in person at a meeting called for the purpose of voting on such
approval.
This Agreement may be terminated with respect to the Portfolio at any time,
without the payment of any penalty, by the Board of Directors of the Fund, or by
vote of a majority of the outstanding shares of the Portfolio, on sixty days'
written notice to the Investment Manager, or by the Investment Manager on sixty
days' written notice to the Fund. This Agreement shall automatically terminate
in the event of its assignment or in the event of the termination of the
Aggressive Growth Portfolio Investment Management Agreement.
<PAGE>
ARTICLE 4.
Definitions.
-----------
The terms "assignment," "interested person," and "majority of the outstanding
shares," when used in this Agreement, shall have the respective meanings
specified under the Investment Company Act.
ARTICLE 5.
Amendments of this Agreement.
----------------------------
This Agreement may be amended by the parties only if such amendment is
specifically approved by (i) the Board of Directors of the Fund, or by the vote
of a majority of the outstanding shares of the Portfolio, and (ii) by the vote
of a majority of those directors of the Fund who are not parties to this
Agreement or interested persons of any such party cast in person at a meeting
called for the purpose of voting on such approval.
ARTICLE 6.
Governing Law.
-------------
The provisions of this Agreement shall be construed and interpreted in
accordance with the laws of the State of New York as at the time in effect and
the applicable provisions of the Investment Company Act. To the extent that the
applicable law of the State of New York, or any of the provisions herein,
conflict with the applicable provisions of the Investment Company Act, the
latter shall control.
<PAGE>
METROPOLITAN SERIES FUND. INC.
By /s/
----------------------------
President
Attest:
/s/
- ------------------
Secretary
METROPOLITAN LIFE INSURANCE
COMPANY
By /s/
-----------------------------
Senior Vice-President and
General Counsel
Attest:
/s/ Charles B. Lynch
- -----------------------
Assistant Secretary
STATE STREET RESEARCH &
MANAGEMENT COMPANY
By /s/
----------------------
President and Chief
Executive Officer
Attest:
/s/
- -------------------------
Senior Vice-President and
Secretary
<PAGE>
Appendix
STATE STREET RESEARCH & MANAGEMENT COMPANY
------------------------------------------
Metropolitan Series Fund Fee Schedule
-------------------------------------
Aggressive Growth Portfolio - .75%
----------------------------
<PAGE>
Exhibit 5(d)
INTERNATIONAL STOCK PORTFOLIO SUB-INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made this 29th day of April, 1991, 5:00 p.m. Eastern
Daylight Savings Time, among Metropolitan Series Fund, Inc., a Maryland
corporation (the "Fund"), Metropolitan Life Insurance Company (the "Investment
Manager"), a New York corporation, and CS First Boston Global Fund Managers
Limited, an England corporation (the "Sub-Investment Manager");
WITNESSETH:
WHEREAS, the Fund is engaged in business as a diversified open-end
management investment company and is registered as such under the Investment
Company Act of 1940 (the "Investment Company Act");
WHEREAS, the Fund, a series type of investment company, issues
separate classes (or series) of stock, each of which represents a separate
portfolio of investments;
WHEREAS, the Fund is currently comprised of nine portfolios which are
the Growth Portfolio, the Income Portfolio, the Money Market Portfolio, the
Diversified Portfolio, the GNMA Portfolio, the Aggressive Growth Portfolio, the
Equity Income Portfolio, the Stock Index Portfolio and the International Stock
Portfolio, each of which pursues its investment objectives through separate
investment policies, and the Fund may add or delete portfolios from time to
time;
WHEREAS, the Sub-Investment Manager is engaged principally in the
business of rendering advisory services and is registered as an investment
adviser under the Investment Advisers Act of 1940; and
WHEREAS, the Fund has employed the Investment Manager to act as
investment manager of the International Stock Portfolio as set forth in the
International Stock Portfolio Investment Management Agreement dated April , 1991
between the Fund and the Investment Manager (the
<PAGE>
"International Stock Portfolio Investment Management Agreement"); and the Fund
and the Investment Manager desire to enter into a separate sub-investment
management agreement with respect to the International Stock Portfolio of the
Fund with the Sub-Investment Manager;
NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained, the Fund, the Investment Manager and the Sub-Investment
Manager hereby agree as follows:
ARTICLE 1
Duties of the Sub-Investment Manager
------------------------------------
Subject to the supervision and approval of the Investment Manager and
the Fund's Board of Directors, the Sub-Investment Manager will manage the
investment and reinvestment of the assets of the Fund's International Stock
Portfolio (the "Portfolio") for the period and on the terms and conditions set
forth in this Agreement. In acting as Sub-Investment Manager to the Fund with
respect to the Portfolio, the Sub-Investment Manager shall determine which
securities shall be purchased, sold or exchanged and what portion of the assets
of the Portfolio shall be held in the various securities or other assets in
which it may invest, subject always to any restrictions of the Fund's Articles
of Incorporation and By-Laws, as amended or supplemented from time to time, the
provisions of applicable laws and regulations including the Investment Company
Act, and the statements relating to the Portfolio's investment objectives,
policies and restrictions as the same as set forth in prospectus and statement
of additional information of the Fund then currently effective under the
Securities Act of 1933 (the "Prospectus"). Should the Board of Directors of the
Fund or the Investment Manager at any time, however, make any definite
determination as to investment policy and notify the Sub-Investment Manager
thereof, the Sub-Investment Manager shall be bound by such determination for the
period, if any, specified in such notice or until similarly notified that such
determination has been revoked. The Sub-Investment Manager shall take, on behalf
of the Fund, all actions which it deems necessary to implement the investment
policies of the Portfolio, determined as provided above, and in particular to
place all orders for the purchase or sale of
2
<PAGE>
portfolio securities for the Portfolio with brokers or dealers selected by it.
On the basis of information about the Fund supplied to the Sub-
Investment Manager, the Sub-Investment Manager will treat the Fund as a business
investor in relation to the services to be provided in accordance with this
Agreement. As a consequence, certain of the rules of the Investment Management
Regulatory Organization Limited ("IMRO") introduced to protect less
sophisticated investors will not apply to this Agreement.
In connection with the selection of such brokers or dealers and the
placing of such orders, the Sub-Investment Manager is directed at all times to
follow the policies of the Fund set forth in the Prospectus. Nothing herein
shall preclude the "bunching" of orders for the sale or purchase of portfolio
securities with other Fund portfolios or with other accounts managed by the Sub-
Investment Manager. The Sub-Investment Manager shall not favor any account over
any other and any purchase or sale orders executed contemporaneously shall be
allocated in a manner it deems equitable among the accounts involved and at a
price which is approximately averaged.
Nothing herein contained shall prevent the sale or purchase of
investments of which an issue or offer for sale was underwritten, managed or
arranged by the Sub-Investment Manager or an Associate during the twelve months
preceding such sale or purchase, provided that such sale or purchase is
otherwise permitted under the Investment Company Act and the rules and
regulations thereunder.
If and to the extent that the investment objectives of the Fund and
the International Stock Portfolio permit the holding of units in collective
investment schemes, the Sub-Investment Manager may acquire or dispose of units
in such collective investment schemes operated or advised by the Sub-Investment
Manager or an Associate, provided that such acquisition or disposition is
otherwise permitted by the Investment Company Act and the rules and regulations
thereunder.
The Sub-Investment Manager may not commit the Fund to underwrite any
issue or offer for sale of securities, except to the extent that the Fund may be
deemed to be a statutory underwriter
3
<PAGE>
for purposes of the Securities Act of 1933 in selling its portfolio securities.
In connection with these services the Sub-Investment Manager will
provide investment research as to the Portfolio's investments and conduct a
continuous program of evaluation of their assets. The Sub-Investment Manager
will furnish the Investment Manager and the Fund such statistical information
with respect to the investments it makes for the Portfolio as the Investment
Manager and the Fund may reasonably request. On its own initiative, the Sub-
Investment Manager will apprise the Investment Manager and the Fund of important
developments materially affecting the Portfolio and will furnish the Investment
Manager and the Fund from time to time such information as may be believed
appropriate for this purpose. The Sub-Investment Manager shall send to the Fund
a half-yearly periodic statement of the International Stock Portfolio in
accordance with Rule 21, Chapter IV of the rules of IMRO. In addition, the Sub-
Investment Manager will furnish the Investment Manager and the Fund's Board of
Directors such periodic and special reports as either of them may reasonable
request.
The Sub-Investment Manager will not hold money or investments on
behalf of the Fund. The money and investments will be held by the Custodian of
the Fund, which is not an Associate of the Sub-Investment Manager.
The Sub-Investment Manager will exercise its best judgment in
rendering the services provided for in this Article 1, and the Fund and the
Investment Manager agree, as an inducement to the Sub-Investment Manager's
undertaking so to do, that the Sub-Investment Manager will not be liable under
this Agreement for any mistake of judgment or in any other event whatsoever,
except as hereinafter provided. Further details of the risks associated with the
investment practices and policies of the Portfolio are contained in the Risk
Disclosure Statements set out in Appendix B. The Sub-Investment Manager shall
for all purposes herein be deemed to be an independent contractor and shall,
unless otherwise provided or authorized, have no authority to act for or
represent the Fund or the Investment Manager in any way or otherwise be deemed
an agent of the Fund or the Investment Manager other than in furtherance of its
duties and responsibilities as set forth in this Agreement.
4
<PAGE>
ARTICLE 2
Sub-Investment Management Fee
-----------------------------
The payment of advisory fees and the allocation of charges and
expenses between the Fund and the Investment Manager with respect to the
Portfolio are set forth in the International Stock Portfolio Investment
Management Agreement. Nothing in this International Stock Portfolio Sub-
Investment Management Agreement shall change or affect that arrangement. The
payment of advisory fees and the apportionment of any expenses related to the
services of the Sub-Investment Manager under this Agreement shall be the sole
concern of the Investment Manager and the Sub-Investment Manager and shall not
be the responsibility of the Fund.
In consideration of services rendered pursuant to this Agreement, the
Investment Manager will pay the Sub-Investment Manager on the first business day
of each month the fee specified by the schedule of fees in Appendix A to this
Agreement. The fee for any period from the date the Portfolio commences
operations to the end of the month will be prorated according to the proportion
which the period bears to the full month, and, upon any termination of this
Agreement before the end of any month, the fee for the part of the month during
which the Sub-Investment Manager acted under this Agreement will be prorated
according to the proportion which the period bears to the full month and will be
payable upon the date of termination of this Agreement.
For the purpose of determining the fees payable to the Sub-Investment
Manager, the value of the Portfolio's net assets will be computed in the manner
specified in the Fund's Prospectus. The Sub-Investment Manager will bear all of
its own expenses (such as research costs) in connection with the performance of
its duties under this Agreement except for those which the Investment Manager
agrees to pay.
Other Matters
-------------
The Sub-Investment Manager may from time to time employ or associate with itself
any
5
<PAGE>
person or persons believed to be particularly fitted to assist in its
performance of services under this Agreement. The compensation of any such
persons will be paid by the Sub-Investment Manager, and no obligation will be
incurred by, or on behalf of, the Fund or the Investment Manager with respect to
them.
The Fund and the Investment Manager understand that the Sub-Investment
Manager now acts and will continue to act as investment manager to various
investment companies and fiduciary or other managed accounts, and the Fund and
the Investment Manager have no objection to the Sub-Investment Manager's so
acting. In addition, the Fund understands that the persons employed by the Sub-
Investment Manager to assist in the performance of the Sub-Investment Manager's
duties hereunder will not devote their full time to such service, and nothing
herein contained shall be deemed to limit or restrict the Sub-Investment
Manager's right or the right of any of the Sub-Investment Manager's affiliates
to engage in and devote time and attention to other businesses or to render
other services of whatever kind or nature.
The Sub-Investment Manager agrees that all books and records which it
maintains for the Fund are the Fund's property. The Sub-Investment Manager also
agrees upon request of the Investment Manger or the Fund, promptly to surrender
the books and records to the requester or make the books and records available
for inspection by representatives of regulatory authorities. The Sub-Investment
Manager further agrees to maintain and preserve its books and records in
accordance with the Investment Company Act and rules thereunder.
The Sub-Investment Manager will not be liable for any error of
judgment or mistake of law or for any loss suffered by the Fund in connection
with the matters to which this Agreement relates, except for a loss resulting
from willful misfeasance, bad faith or gross negligence of the Sub-Investment
Manager in the performance of its duties or from reckless disregard of its
obligations and duties under this Agreement.
The Investment Manager has herewith furnished the Sub-Investment Manager copies
of the Fund's Prospectus, Articles of Incorporation and By-Laws as currently in
effect and agrees during
6
<PAGE>
the continuance of this Agreement to furnish the Sub-Investment Manager copies
of any amendments or supplements thereto before or at the time the Amendments or
Supplements become effective. The Sub-Investment Manager will be entitled to
rely on all documents furnished to it by the Investment Manager or the Fund.
ARTICLE 3
Duration and Termination of this Agreement
------------------------------------------
This Agreement shall become effective as of the date first above
written and shall remain in force until May 16, 1992 and thereafter shall
continue in effect, but only so long as such continuance is specifically
approved at least annually by (i) the Board of Directors of the Fund, or by the
vote of a majority of the outstanding shares of the Portfolio, and (ii) a
majority of those directors who are not parties to this Agreement or interested
persons of any such party cast in person at a meeting called for the purpose of
voting on such approval.
This Agreement may be terminated with respect to the Portfolio at any
time, without the payment of any penalty, by the Board of Directors of the Fund,
or by vote of a majority of the outstanding shares of the Portfolio, on sixty
days' written notice to the Investment Manager or by the Investment Manager on
sixty days' written notice to the Fund. This Agreement shall automatically
terminate in the event of its assignment or in the event of termination of the
International Stock Portfolio Investment Management Agreement.
ARTICLE 4
Definitions
-----------
The terms "assignment," "interested person," and "majority of the
outstanding shares," when used in this Agreement, shall have the respective
meanings specified under the Investment Company Act.
7
<PAGE>
The term "Associate" means a holding company or subsidiary of the Sub-
Investment Manager and any other subsidiary of such holding company, and any
other person who alone or with any Associate (as so defined) is entitled to
control the exercise of 15 per cent of the voting power at any general meeting
of the Sub-Investment Manager or such holding company or subsidiary.
The term "Custodian" means State Street Bank and Trust Company of 225
Franklin Street, Boston, Massachusetts 02110.
ARTICLE 5
Complaints Procedure
--------------------
The Sub-Investment Manager has in operation a written procedure in
accordance with the rules of IMRO for the effective consideration and proper
handling of complaints from clients. Any complaint by the Fund should be sent in
writing to the compliance officer of the Sub-Investment Manager at 2A Great
Titchfield Street, London, WIP 7AA. If the matter cannot be resolved immediately
to the Fund's satisfaction then the compliance officer will conduct an
investigation into the compliant and will notify the Fund within 14 days as to
what action the Sub-Investment Manger intends to take with regard to the matter.
The Fund is also entitled to make any complaint about the Sub-Investment Manager
to IMRO. At the Fund's request, IMRO will provide a statement describing the
Fund's rights to compensation in the event of the Sub-Investment Manager's
inability to meet any liabilities to the Fund.
ARTICLE 6
Amendments of this Agreement
----------------------------
This Agreement may be amended by the parties only if such amendment is
specifically approved by (i) the Board of Directors of the Fund, or by the vote
of a majority of the outstanding shares of the Portfolio, and (ii) by the vote
of a majority of those directors of the Fund who are not
8
<PAGE>
parties to this Agreement or interested persons of any such party cast in person
at a meeting called for the purpose of voting on such approval.
ARTICLE 7
Governing Law
-------------
The provisions of this Agreement shall be construed and interpreted in
accordance with the laws of the State of New York as at the time in effect and
the applicable provisions of the Investment Company Act. To the extent that the
applicable law of the State of New York, or any of the provisions herein,
conflict with the applicable provisions of the Investment Company Act, the
latter shall control.
9
<PAGE>
METROPOLITAN SERIES FUND, INC.
By /s/ Jeffery J. Hodgman
------------------------------
Attest:
/s/
- -------------------------
Secretary
METROPOLITAN LIFE INSURANCE COMPANY
By /s/ Richard M. Blackman
-----------------------------
Senior Vice-President, General
Counsel and Secretary
Attest:
/s/ Charles B. Lynch
-------------------
Assistant Secretary
CS FIRST BOSTON GLOBAL FUND MANAGERS LIMITED
By /s/ G. Banford
-----------------------------
Director and Chief Executive
Officer
Attest:
/s/
- ------------------------
Secretary
<PAGE>
Appendix A
CS FIRST BOSTON GLOBAL FUND MANAGERS LIMITED
--------------------------------------------
Metropolitan Series Fund Fee Schedule
-------------------------------------
International Stock Portfolio - .60%
-----------------------------
11
<PAGE>
Appendix B
GENERAL RISK DISCLOSURE STATEMENT
PART I
------
This statement is made in compliance with the rules of the Securities and
Investments Board.
The risk of loss in investing in commodity, financial or other futures, options
or contracts for differences can be substantial. The Fund should carefully
consider whether such investments are suitable for it in the light of its
circumstances and financial resources. The Fund should be aware of the following
points:
1. In a relatively short time it may sustain a total loss of the deposits and
of the margin placed with the Sub-Investment Manager to establish or
maintain an open position if the market moves against it. The Fund may be
called upon to deposit a substantial additional margin, at short notice, to
maintain its position. If the Fund does not provide such additional funds
within the time required, its position may be liquidated at a loss and it
vill be liable for any resulting deficit.
2. If the Fund deposits collateral as security for calls made upon it
by the Sub-Investment Manager it will lose its identity as the Fund's
property once dealings on its behalf are undertaken and may be passed on to
an exchange's clearing house or other brokers. Even if its dealings should
ultimately prove profitable, the Fund may have to accept payment in cash and
not get back the actual assets which it has deposited. Nor will the Fund's
deposit be protected to the same extent as would a cash deposit held on
trust in a segregated client bank account.
3. Under certain market conditions it may be difficult or impossible to
liquidate a position. This may occur, for example, at times of rapid price
movement if the price rises or falls in one trading session to such an
extent that, under the rules of the relevant exchange, trading is suspended
or restricted.
4. Placing a stop-loss order will not necessarily limit the Fund's losses to
the intended amounts, for market conditions may make it impossible to
execute such orders at the stipulated price.
5. A spread or straddle position may be as risky as a single long or short
position and can be more complex.
6. Markets in futures, options and contracts for differences can be highly
volatile and investment in them carries a high risk of loss. The high degree
of "gearing" or "leverage" is a particular feature of this type of
transaction. This stems from the margining system applicable to such
contracts which generally involves a comparatively modest deposit of margin
in terms of the overall contract value, so that a relatively small market
movement can have a
12
<PAGE>
disproportionately dramatic effect on the Fund's investment. If the market
movement is in the Fund's favour, it may achieve a good profit return, but
an equally small adverse market movement can result not only in the loss of
the Fund's entire original investment, but may also expose it to the
distinct possibility of an unquantifiable loss exceeding its original
investment.
7. If the Fund takes (buys) an option, its risk in most cases will be less than
trading in futures since the Fund should not lose more than the premium it
paid plus any commission or other transaction charges. However, there are
many different types of options with different peculiarities and subject to
different conditions. The Fund should accordingly require the Sub-Investment
Manager to inform it of all relevant details before committing itself. In
all cases the Fund can easily lose its entire investment in the option. If
the Fund grants (sells) an option, its risk of loss may be at least as great
as its exposure in trading futures. Although the Fund will receive a premium
payment for granting (selling) the option, a relatively small adverse market
movement can quickly eradicate that premium. The Fund may be liable to pay
substantial additional margins which could involve it in significant losses.
Moreover, the buyer of an option acquires certain rights which may limit the
Fund's ability to protect itself. Only experienced traders should
contemplate granting options and then only after securing full details from
the Sub-Investment Manager of the applicable conditions and potential risk
exposure.
8. Where the Sub-Investment Manager deals for the Fund it should, unless the
Fund has effectively agreed otherwise in circumstances where this is
permitted under the rules of the Securities and Investments Board, do so
only in contracts of the types dealt with on one of the recognized or
designated exchanges. If the Fund instructs the Sub-Investment Manager to
deal on foreign markets, it will probably instruct a broker in the country
concerned. Normally that broker will not be subject to the rules or
regulations of the Securities and Investments Board and the exchange on
which that foreign broker effects the transactions may not be subject to as
strict regulations as a recognized investment exchange in the United
Kingdom. Hence the degree of protection afforded to the Fund may be less
than if the Fund restricts its transactions to United Kingdom markets. The
Fund should ensure that the Sub-Investment Manager explains the protections
which will operate and ascertain whether it accepts liability for any
default of the foreign broker that he employs. If the Sub-Investment
Manager does not accept such a liability the Fund could lose all that it
has invested or stands to gain if the foreign broker defaults.
9. The Fund should require of the Manager prior to the commencement of trading
written confirmation of all commission and other transactions charges for
which the Fund will be liable. In the event that any charges are not
expressed in money terms, (but, for example, as a percentage of contract
value) the Fund should obtain a clear written explanation, including
appropriate examples, to establish what such charges are likely to mean in
specific money terms. The Fund should realise that when commission is
charged as a percentage it will normally be as a percentage of the total
contract value and not simply a percentage of the Fund's deposit.
13
<PAGE>
10. The Sub-Investment Manager may also be a dealer trading for its own account
and may accordingly be involved in the same markets as the Fund. Under such
circumstances the Company should be aware that the Sub-Investment Manager's
own account involvement could be contrary to the Fund's interests. The Sub-
Investment Manager is required to inform the Fund in advance if the Sub-
Investment Manager deals on his own behalf in relevant markets.*
11. The guarantee of performance by the exchanges' clearing houses applies only
to their contracts with members. They do not guarantee performance of the
Sub-Investment Manager's contracts with the Fund.
12. The Sub-Investment Manager's insolvency or that of any other brokers
involved may lead to the Fund's positions being closed without the Fund's
consent.
13. The Fund has agreed that its money held by the Sub-Investment Manager need
not be segregated in a client bank account and the Fund will lack that
protection should the Sub-Investment Manager become insolvent.+
This brief statement cannot disclose all risks of investments in futures,
options and contracts for differences. They are not suitable for many members of
the public and the Fund should carefully study such investments before he
commits funds to them. They may also have tax consequences and on this the Fund
should consult its lawyer, accountant or other tax adviser.
14
<PAGE>
CS FIRST BOSTON GLOBAL FUND MANAGERS LIMITED
I have read and understood Part I of this risk disclosure statement set out
above
April 29, 1991
- ----------------------------------
Date
/s/ Jeffrey J. Hodgman
- ----------------------------------
Signature
For and on behalf of:
- ----------------------------------
METROPOLITAN SERIES FUND, Inc.
* Not withstanding that the rules of the Securities and Investments
Board require the Sub-Investment Manager to so state, the Sub-Investment
Manager will not be acting as a dealer trading for his own account.
+ Notwithstanding that the rules of the Securities and Investments Board
require the Sub-Investment Manager to so state, the Fund has agreed that
its money will not be held by the Sub-Investment Manager, but rather will
be held by its custodian.
15
<PAGE>
GENERAL RISK DISCLOSURE STATEMENT
---------------------------------
PART II
Limited Liability Transaction
-----------------------------
1. Before entering into a limited liability transaction, the Fund should obtain
from the Sub-Investment Manager a formal written statement confirming that
the extent of the Fund's loss liability on each transaction will be limited
to an amount agreed by the Fund prior to entering into the transaction.
2. The amount of such agreed liability must be indicated in the contract or
confirmation note of the transactions.
3. The Fund is required under the rules of the Securities and Investments
Board to deposit in cash the amount of the agreed maximum liability assumed
by the Fund in relation to each transaction.
4. The amount the Fund can lose in limited liability transactions will be less
than in other margined transactions which have no predetermined loss limit.
Nevertheless, even though the extent of loss will be subject to the agreed
limited, the Fund may sustain the loss in a relatively short time. The
Fund's loss may be limited, but the risk of it sustaining the total loss of
his deposit is substantial.
5. The commission or other costs the Fund will incur in entering into this
type of transaction are likely to be substantially higher than for other
margined transactions where there is no guaranteed loss limit. Such costs
must be included in (and not additional to) the Fund's agreed loss
liability, and the Fund should be aware that higher charges increase the
likelihood and extent of his loss.
16
<PAGE>
I have read and understood Part II of this risk disclosure statement set out
above.
April 29, 1991
- -----------------------------
Date
/s/ Jeffrey J. Hodgman
- -----------------------------
Signature
For and on behalf of:
- -----------------------------
METROPOLITAN SERIES FUND, Inc.
<PAGE>
EXHIBIT 5(e)
INTERNATIONAL STOCK PORTFOLIO SUB-INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made this 26th day of June, 1991, 2:00 P.M. Eastern Daylight
Savings Time, among Metropolitan Series Fund, Inc., a Maryland corporation (the
"Fund"), Metropolitan Life Insurance Company (the "Investment Manager"), a New
York corporation, and GFM International Investors Limited, an England
corporation (the "Sub-Investment Manager");
W I T N E S S E T H:
WHEREAS, the Fund is engaged in business as a diversified open-end
management investment company and is registered as such under the Investment
Company Act of 1940 (the "Investment Company Act");
WHEREAS, the Fund, a series type of investment company, issues separate
classes (or series) of stock each of which represents a separate portfolio of
investments;
WHEREAS, the Fund is currently comprised of nine portfolios which are
the Growth Portfolio, the Income Portfolio, the Money Market Portfolio, the
Diversified Portfolio, the GNMA Portfolio, the Aggressive Growth Portfolio, the
Equity Income Portfolio, the Stock Index Portfolio and the International Stock
Portfolio, each of which pursues its investment objectives through separate
investment policies, and the Fund may add or delete portfolios from time to
time;
WHEREAS, the Sub-Investment Manager is engaged principally in the
business of rendering advisory services and is registered as an investment
adviser under the Investment Advisers Act of 1940; and
WHEREAS, the Fund has employed the Investment Manager to act as
investment manager of the International Stock Portfolio as set forth in the
International Stock Portfolio Investment Management Agreement dated April 29,
1991 between the Fund and the Investment Manager (the
<PAGE>
"International Stock Portfolio Investment Management Agreement"); and the Fund
and the Investment Manager desire to enter into a separate sub-investment
management agreement with respect to the International Stock Portfolio of the
Fund with the Sub-Investmcnt Manager;
NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained, the Fund, the Investment Manager and the Sub-Investment
Manager hereby agree as follows:
ARTICLE 1
Duties of the Sub-Investment Manager
------------------------------------
Subject to the supervision and approval of the Investment Manager and
the Fund's Board of Directors, the Sub-Investment Manager will manage the
investment and reinvestment of the assets of the Fund's International Stock
Portfolio (the "Portfolio") for the period and on the terms and conditions set
forth in this Agreement. In acting as Sub-Investment Manager to the Fund with
respect to the Portfolio, the Sub-Investment Manager shall determine which
securities shall be purchased, sold or exchanged and what portion of the assets
of the Portfolio shall be held in the various securities or other assets in
which it may invest, subject always to any restrictions of the Fund's Articles
of Incorporation and By-Laws, as amended or supplemented from time to time, the
provisions of applicable laws and regulations including the Investment Company
Act, and the statements relating to the Portfolio's investment objectives,
policies and restrictions as the same are set forth in prospectus and statement
of additional information of the Fund then currently effective under the
Securities Act of 1933 (the "Prospectus"). Should the Board of Directors of the
Fund or the Investment Manager at any time, however, make any definite
determination as to investment policy and notify the Sub-Investment Manager
thereof, the Sub-Investment Manager shall be bound by such determination for the
period, if any, specified in such notice or until similarly notified that such
determination has been revoked. The Sub-Investment Manager shall take, on behalf
of the Fund, all actions which it deems necessary to implement the investment
policies of the Portfolio, determined as provided above, and in particular to
place all orders for the purchase or sale of
2
<PAGE>
portfolio securities for the Portfolio with brokers or dealers selected by it.
On the basis of information about the Fund supplied to the Sub-Investment
Manager, the Sub-Investment Manager will treat the Fund as a business investor
in relation to the services to be provided in accordance with this Agreement. As
a consequence, certain of the rules of the Investment Management Regulatory
Organization Limited ("IMRO") introduced to protect less sophisticated investors
will not apply to this Agreement.
In connection with the selection of such brokers or dealers and the placing of
such orders, the Sub-Investment Manager is directed at all times to follow the
policies of the Fund set forth in the Prospectus. Nothing herein shall preclude
the "bunching" of orders for the sale or purchase of portfolio securities with
other Fund portfolios or with other accounts managed by the Sub-Investment
Manager. The Sub-Investment Manager shall not favor any account over any other
and any purchase or sale orders executed contemporaneously shall be allocated in
a manner it deems equitable among the accounts involved and at a price which is
approximately averaged.
Nothing herein contained shal1 prevent the sale or purchase of investments of
which an issue or offer for sale was underwritten, managed or arranged by the
Sub-Investment Manager or an Associate during the twelve months preceding such
sale or purchase, provided that such sale or purchase is otherwise permitted
under the Investment Company Act and the rules and regulations thereunder.
If and to the extent that the investment objectives of the Fund and the
International Stock Portfolio permit the holding of units in collective
investment schemes, the Sub-Investment Manager may acquire or dispose of units
in such collective investment schemes operated or advised by the Sub-Investment
Manager or an Associate, provided that such acquisition or disposition is
otherwise permitted by the Investment Company Act and the rules and regulations
thereunder.
The Sub-Investment Manager may not commit the Fund to underwrite any issue or
offer for sale of securities, except to the extent that the Fund may be deemed
to be a statutory underwriter
3
<PAGE>
for purposes of the Securities Act of 1933 in selling its portfolio securities.
In connection with these services the Sub-Investment Manager will provide
investment research as to the Portfolio's investments and conduct a continuous
program of cvaluation of their assets. The Sub-Investment Manager will furnish
the Investment Manager and the Fund such statistical information with respect to
the investments it makes for the Portfolio as the Investment Manager and the
Fund may reasonably request. On its own initiative, the Sub-Investment Manager
will apprise the Investment Manager and the Fund of important developments
materially affecting the Portfolio and will furnish the Investment Manager and
the Fund from time to time such information as may be believed appropriate for
this purpose. The Sub-Investment Manager shall send to the Fund a half-yearly
periodic statement of the International Stock Portfolio in accordance with Rule
21, Chapter IV of the rules of IMRO. In addition, the Sub-Investment Manager
will furnish the Investment Manager and the Fund's Board of Directors such
periodic and special reports as either of them may reasonable request.
The Sub-Investment Manager will not hold money or investments on behalf of the
Fund. The money and investments will be held by the Custodian of the Fund,
which is not an Associate of the Sub-Investment Manager.
The Sub-Investment Manager will exercise its best judgment in rendering
the services provided for in this Article 1, and the Fund and the Investment
Manager agree, as an inducement to the Sub-Investment Manager's undertaking so
to do, that the Sub-Investment Manager will not be liable under this Agreement
for any mistake of judgment or in any other event whatsoever, except as
hereinafter provided. Further details of the risks associated with the
investment practices and policies of the Portfolio are contained in the Risk
Disclosure Statements set out in Appendix B. The Sub-Investment Manager shall
for all purposes herein be deemed to be an independent contractor and shall,
unless otherwise provided or authorized, have no authority to act for or
represent the Fund or the Investment Manager in any way or otherwise be deemed
an agent of the Fund or the Investment Manager other than in furtherance of its
duties and responsibilities as set forth in this Agreement.
4
<PAGE>
ARTICLE 2
Sub-Investment Management Fee
-----------------------------
The payment of advisory fees and the allocation of charges and expenses
between the Fund and the Investment Manager vith respect to the Portfolio are
set forth in the International Stock Portfolio Investment Management Agreement.
Nothing in this International Stock Portfolio Sub-Investment Management
Agreement shall change or affect that arrangement. The payment of advisory fees
and the apportionment of any expenses related to the services of the Sub-
Investment Manager under this Agreement shall be the sole concern of the
Investment Manager and thc Sub-Investment Manager and shall not be the
responsibility of the Fund.
In consideration of services rendered pursuant to this Agreement, the
Investment Manager will pay the Sub-Investment Manager on the first business day
of each month the fee specified by the schedule of fees in Appendix A to this
Agreement. The fee for any period from the date the Portfolio commences
operations to the end of the month will be prorated according to the proportion
which the period bears to the full month, and, upon any termination of this
Agreement before the end of any month, the fee for the part of the month during
which the Sub-Investment Manager acted under this Agreement will be prorated
according to the proportion which the period bears to the full month and will be
payable upon the date of termination of this Agreement.
For the purpose of determining the fees payable to the Sub-Investment Manager,
the value of the Portfolio's net assets will be computed in the manner specified
in the Fund's Prospectus. The Sub-Investment Manager will bear all of its own
expenses (such as research costs) in connection with the performance of its
duties under this Agreement except for those which the Investment Manager agrees
to pay.
Other Matters
-------------
The Sub-Investment Manager may from time to time employ or associate with
itself any
5
<PAGE>
person or persons believed to be particularly fitted to assist in its
performance of services under this Agreement. The compensation of any such
persons will be paid by thc Sub-Investment Manager, and no obligation will be
incurred by, or on behalf of, the Fund or the Investment Manager with respect to
them.
The Fund and the Investment Manager understand that the Sub-Investment Manager
now acts and will continue to act as investment manager to various investment
companies and fiduciary or other managed accounts, and the Fund and the
Investment Manager have no objection to the Sub-Investment Manager's so acting.
In addition, the Fund understands that the persons employed by the Sub-
Investment Manager to assist in the performance of the Sub-Imestment Manager's
duties hereunder will not devote their full time to such service, and nothing
herein contained shall be deemed to limit or restrict the Sub-Investment
Manager's right or the right of any of the Sub-Investment Manager's affiliates
to engage in and devote time and attention to other businesses or to render
other services of whatever kind or nature.
The Sub-Investment Manager agrees that all books and records which it
maintains for the Fund are the Fund's property. The Sub-Investment Manager also
agrees upon request of the Investment Manger or the Fund, promptly to surrender
the books and records to the requester or make the books and records available
for inspection by representatives of regulatory authorities. The Sub-Investment
Manager further agrees to maintain and preserve its books and records in
accordance with the Investment Company Act and rules thereunder.
The Sub-Investment Manager will not be liable for any error of judgment or
mistake of law or for any loss suffered by the Fund in connection with the
matters to which this Agreement relates, except for a loss resulting from
willfu] misfeasance, bad faith or gross negligence of the Sub-Investment Manager
in the performance of its duties or from reckless disregard of its obligations
and duties under this Agreement.
The Investment Manager has herewith furnished the Sub-Investment Manager
copies of the Fund's Prospectus, Articles of Incorporation and By-Laws as
currently in effect and agrees during
6
<PAGE>
the continuance of this Agreement to furnish the Sub-Investment Manager copies
of any amendments or supplements thereto before or at the time the Amendments or
Supplements become effective. The Sub-Investment Manager will be entitled to
rely on all documents furnished to it by the Investment Manager or the Fund.
ARTICLE 3
Duration and Termination of this Agreement
------------------------------------------
This Agreement shall become effective as of the date first above written and
shall remain in force until May 16, 1992 and thereafter shall continue in
effect, but only so long as such continuance is specifically approved at least
annually by (i) the Board of Directors of the Fund, or by the vote of a majority
of the outstanding shares of the Portfolio, and (ii) a majority of those
directors who are not parties to this Agreement or interested persons of any
such party cast in person at a meeting called for the purpose of voting on such
approval.
This Agreement may be terminated with respect to the Portfolio at any time,
without the payment of any penalty, by the Board of Directors of the Fund, or by
vote of a majority of the outstanding shares of the Portfolio, on sixty days'
written notice to the Investment Manager or by the Investment Manager on sixty
days' written notice to the Fund. This Agreement shall automatically terminate
in the event of its assignment or in the event of termination of the
International Stock Portfolio Investment Management Agreement.
ARTICLE 4
Definitions
-----------
The terms "assignment," "interested person," and "majority of the outstanding
shares," when used in this Agreement, shall have the respective meanings
specified under the Investment Company Act.
7
<PAGE>
The term "Associate" means a holding company or subsidiary of the Sub-
Investment Manager and any other subsidiary of such holding company, and any
other person who alone or with any Associate (as so defined) is entitled to
control the exercise of 15 per cent of the voting power at any general meeting
of the Sub-Investment Manager or such holding company or subsidiary.
The term "Custodian" means State Street Bank and Trust Company OF 225 Franklin
Street, Boston Massachusetts 02110.
ARTICLE 5
Complaints Procedure
--------------------
The Sub-Investment Manager has in operation a written procedure in accordance
with thc rules of IMRO for the effective consideration and proper handling of
complaints from clients. Any complaint by the Fund should be sent in writing to
the compliance officer of the Sub-Investment Manager at 2A Great Titchfield
Street, London, WIP 7AA. If the matter cannot be resolved immediately to the
Fund's satisfaction then the compliance officer will conduct an investigation
into the compliant and will notify the Fund within 14 days as to what action the
Sub-Investment Manger intends to take with regard to the matter. The Fund is
also entitled to make any complaint about the Sub-Investment Manager to IMRO. At
the Fund's request, IMRO will provide a statement describing the Fund's rights
to compensation in the event of the Sub-Investment Manger's inability to meet
any liabilities to the Fund.
ARTICLE 6
Amendments of this Agreement
----------------------------
This Agreement may be amended by the parties only if such amendment is
specifically approved by (i) the Board of Directors of the Fund, or by the vote
of a majority of the outstanding shares of the Portfolio, and (ii) by the vote
of a majority of those directors of the Fund who are not
8
<PAGE>
parties to this Agreement or interested persons of any such party cast in
person at a meeting called for the purpose of voting on such approval.
ARTICLE 7
Governig Law
------------
The provisions of this Agreement shall be construed and interpreted in
accordance with the laws of the State of New York as at the time in effect and
the applicab]e provisions of the Investment Company Act. To the extent that the
applicable law of the State of New York, or any of the provisions herein,
conflict with the applicable provisions of the Investment Company Act, the
latter shall control.
9
<PAGE>
METROPOLITAN SERIES FUND, INC.
By /s/ Jeffrey J. Hodgman
--------------------------------
President
Attest:
/s/ Christopher P. Nicholas
---------------------------
Secretary
METROPOLITAN LIFE INSURANCE COMPANY
By /s/ Richard M. Blackwell
-------------------------------------
Senior Vice-President and General
Counsel
Attest:
/s/ Charles B. Lynch
---------------------------
Assistant Secretary
GFM INTERNATIONAL INVESTORS LIMITED
By /s/ Stephen J. Bamford
-------------------------------------
Director and Chief Executive
Officer
Attest:
/s/
---------------------------
Secretary
10
<PAGE>
Appendix A
GFM INTERNATIONAL INVESTORS LIMITED
-----------------------------------
Metropolitan Series Fund Fee Schedule
-------------------------------------
International Stock Portfolio -.60%
-----------------------------
11
<PAGE>
Appendix B
GENERAL RISK DISCLOSURE STATEMENT
---------------------------------
PART I
------
This statement is made in compliance with the rules of the Securities and
Investments Board.
The risk of loss in investing in commodity, financial or other futures, options
or contracts for differences can be substantial. The Fund should carefully
consider whether such investments are suitable for it in the light of its
circumstances and financial resources. The Fund should bc aware of the following
points:
1. In a relatively short time it may sustain a total loss of the deposits and
of the margin placed with the Sub-Investment Manager to establish or
maintain an open position if the market moves against it. The Fund may be
called upon to deposit a substantial additional margin, at short notice, to
maintain its position. If the Fund does not provide such additional funds
within the time required, its position may be liquidated at a loss and it
will be liable for any resulting deficit.
2. If the Fund deposits collateral as security for calls made upon it by the
Sub-Investment Manager it will lose its identity as the Fund's property
once dealings on its behalf are undertaken and may be passed on to an
exchange's clearing house or other brokers. Even if its dealings should
ultimately prove profitable, the Fund may have to accept payrnent in cash
and not get back the actual assets which it has deposited. Nor will the
Fund's deposit be protected to the same extent as would a cash deposit held
on trust in a segregated client bank account.
3. Under certain market conditions it may be difficult or impossible to
liquidate a position. This may occur, for example, at times of rapid price
movement if the price rises or falls in one trading session to such an
extent that, under the rules of the relevant exchange, trading is suspended
or restricted.
4. Placing a stop-loss order will not necessarily limit the Fund's losses to
the intended amounts, for market conditions may make it impossible to
execute such orders at the stipulated price.
5. A spread or straddle position may be as risky as a single long or short
position and can be more complex.
6. Markets in futures, options and contracts for differences can be highly
volatile and investment in them carries a high risk of loss. The high
degree of "gearing" or "leverage" is a particular feature of this type of
transaction. This stems from the margining system applicable to such
contracts which generally involves a comparatively modest deposit of margin
in terms of the overall contract value, so that a relatively small market
movement can have a
12
<PAGE>
disproportionately dramatic effect on the Fund's investment. If the market
movement is in the Fund's favour, it may achieve a good profit return, but
an equally small adversc market movement can result not only in the loss of
the Fund's entire original investment, but may also expose it to the
distinct possibility of an unquantifiable loss exceeding its original
investment.
7. If the Fund takes (buys) an option, its risk in most cases will be less
than trading in futures since the Fund should not lose more than the
premium it paid plus any commission or other transaction charges. However,
there are many different types of options with different peculiarities and
subject to different conditions. The Fund should accordingly require the
Sub-Investment Manager to inform it of all relevant details before
committing itself. In all cases the Fund can easily lose its entire
investment in the option. If the Fund grants (sells) an option, its risk of
loss may be at least as great as its exposure in trading futures. Although
the Fund vill receive a premium payment for granting (selling) the option,
a relatively small adverse market movement can quickly eradicate that
premium. The Fund may be liable to pay substantial additional margins which
could involve it in significant losses. moreover, the buyer of an option
acquires certain rights which may limit the Fund's ability to protect
itself. Only experienced traders should contemplate granting options and
then only after securing full details from the Sub-Investment Manager of
the applicable conditions and potential risk exposure.
8. Where the Sub-Investment Manager deals for the Fund it should, unless the
Fund has effectively agreed otherwise in circumstances where this is
permitted under the rules of the Securities and Investments Board, do so
only in contracts of the types dealt with on one of the recognized or
designated exchanges. If the Fund instructs the Sub-Investment Manager to
deal on foreign markets, it will probably instruct a broker in the country
concerned. Normally that broker will not be subject to the rules or
regulations of the securities and Investments Board and the exchange on
which that foreign broker effects the transactions may not be subject to as
strict regulations as a recognized investment exchange in the United
Kingdom. Hence the degree of protection afforded to the Fund may be less
than if the fund restricts its transactions to United Kingdom markets. The
Fund should ensure that the Sub-Investment Manager explains the protections
which will operate and ascertain whether it accepts liability for any
default of the foreign broker that he employs. If the Sub-Investment
Manager does not accept such a liability the Fund could lose all that it
has invested or stands to gain if the foreign broker defaults.
9. The Fund should require of the Manager prior to the commencement of trading
written confirmation of all commission and other transactions charges for
which the Fund will be liable. In the event that any charges are not
expressed in money terms, (but, for example, as a percentage of contract
value) the Fund should obtain a clear written explanation, including
appropriate examples, to establish what such charges are likely to mean in
specific money terms. The Fund should realise that when commission is
charged as a percentage it will normally be as a percentage of the total
contract value and not simply a percentage of the Fund's deposit.
13
<PAGE>
10. The Sub-Investment Manager may also be a dealer trading for its own account
and may accordingly be involved in the same markets as the Fund. Under
such circumstances thc Company should be aware that the Sub-Investment
Manager's own account involvement could be contrary to the Fund's
interests. The Sub-Investment Manager is required to inform the Fund in
advance if the Sub-Investment Manager deals on his own behalf in relevant
markets.*
11. The guarantee of performance by the exchanges' clearing houses applies only
to their contracts with members. They do not guarantee performance of the
Sub-Investment Manager's contracts with the Fund.
12. The Sub-Investment Manager's insolvency or that of any other brokers
involved may lead to the Fund's positions being closed without the Fund's
consent.
13. The Fund has agreed that its money held by the Sub-Investment Manager need
not be segregated in a client bank account and the Fund will lack that
protection should the Sub-Investment Manager become insolvent.+
This brief statement cannot disclose all risks of investments in futures,
options and contracts for differences. They are not suitable for many members of
the public and the Fund should carefully study such investments before he
commits funds to them. They may also have tax consequences and on this the Fund
should consult its lawyer, accountant or other tax adviser.
14
<PAGE>
GFM INTERNATIONAL INVESTORS LIMITED
I have read and understood Part I of this risk disclosure statement set out
above
June 26, 1991
- -------------------------------
Date
/s/ Jeffrey J. Hodgman
- -------------------------------
Signature
For and on behalf of:
- --------------------------------
METROPOLITAN SERIES FUND, Inc.
* Notwithstanding that the rules of the Securities and Investments Board
require the Sub-Investment Manager to so state, the Sub-Investment Manager will
not be acting as a dealer trading for his own account.
+ Notwithstanding that the rules of the Securities and Investments Board
require the Sub-Investment Manager to so state, the Fund has agreed that its
money will not be held by the Sub-Investment Manager, but rather will be held by
its custodian.
15
<PAGE>
GENERAL RISK DISCLOSURE STATEMENT
---------------------------------
PART II
Limited Liability Transaction
-----------------------------
1. Before entering into a limited liability transaction, the Fund should
obtain from the Sub-Investment Manager a formal written statement
confirming that the extent of the Fund's loss liability on each transaction
will be limited to an amount agreed by the Fund prior to entering into the
transaction.
2. The amount of such agreed liability must be indicated in the contract or
confirmation note of the transactions.
3. The Fund is required under the rules of the Securities and Investments
Board to deposit in cash the amount of the agreed maximum liability assumed
by the Fund in relation to each transaction.
4. The amount the Fund can lose in limited liability transactions will be less
than in other margined transactions which have no predetermined loss limit.
Nevertheless, even though the extent of loss will be subject to the agreed
limited, the Fund may sustain the loss in a relatively short time. The
Fund's loss may be limited, but the risk of it sustaining the total loss of
his deposit is substantial.
5. The commission or other costs the Fund will incur in entering into this
type of transaction are likely to be substantially higher than for other
margined transactions where there is no guaranteed loss limit. Such costs
must be included in (and not additional to) the Fund's agreed loss
liability, and the Fund should be aware that higher charges increase the
likelihood and extent of his loss.
16
<PAGE>
I have read and understood Part II of this risk disclosure statement set out
above.
June 26, 1991
- -------------------------------
Date
/s/ Jeffrey J. Hodgman
- -------------------------------
Signature
For and on behalf of:
- --------------------------------
METROPOLITAN SERIES FUND, Inc.
17
<PAGE>
EXHIBIT 6(A)
DISTRIBUTION AGREEMENT
AGREEMENT made this 16th day of May, 1983, between METROPOLITAN SERIES
FUND, INC., a corporation organized under the laws of Maryland (the "Fund"), and
METROPOLITAN LIFE INSURANCE COMPANY, a New York corporation (the "Distributor");
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the fund is registered under the Investment Company Act of 1940
(the "Investment Company Act") as a diversified open-end management investment
company and it is affirmatively in the interest of the Fund to offer its shares
for sale continuously, pursuant to a prospectus (as now and hereafter amended or
supplemented, the "Prospectus") currently effective under the Securities Act of
1933 (the "Securities Act"), to Metropolitan Tower Life Insurance Company
("Metropolitan Tower") for allocation to Metropolitan Tower's Separate Account
One (the "Separate Account") and to any other separate accounts of Metropolitan
Tower or of its parent corporation, Metropolitan Life Insurance Company, or any
of its subsidiaries or affiliates (all eligible purchasers of such shares being
referred to
<PAGE>
collectively as the "Purchasers"); and
WHEREAS, the Fund is currently comprised of three separate portfolios
(together with any additional portfolios which may from time to time be
established by the Fund, herein referred to as the "Portfolios"), which are the
Growth Portfolio, the Income Portfolio and the Money Market Portfolio, each of
which pursues its investment objectives through separate investment policies;
and
WHEREAS, the Distributor is a broker-dealer registered with the Securities
and Exchange Commission; and
WHEREAS, the Distributor is also the principal underwriter and distributor
of variable life insurance policies issued by Metropolitan Tower and funded by
the Separate Account; and
WHEREAS, the Fund and the Distributor wish to enter into an agreement with
each other with respect to the continuous offer-ing to the Purchasers of shares
of the common stock, par value $.01 per share, of the Fund's Portfolios (the
"shares"), in order to promote the growth of the Fund and facilitate the
distribution of its shares.
NOW, THEREFORE, the parties agree as follows:
2
<PAGE>
Section 1. Appointment of the Distributor.
------------------------------
The Fund hereby appoints the Distributor as the principal underwriter and
distributor of the Fund to sell its shares to the Purchasers, and the
Distributor hereby accepts such appointment. The Fund during the term of this
Agreement shall sell its shares to the Purchasers pursuant to orders obtained by
the Distributor, at net asset value as set forth in the Prospectus, and upon the
terms and conditions set forth below.
Section 2. Exclusive Nature of Duties.
--------------------------
The Distributor shall be the exclusive representative of the Fund to act as
principal underwriter and distributor.
Section 3. Sale and Redemption of Shares of the Fund.
-----------------------------------------
(a) Orders for the purchase and redemption of the Fund's shares (and
payment for shares, in the case of a purchase) shall be transmitted directly
from the Purchasers to the Fund or its agent.
(b) The Fund shall have the right to suspend the redemption of shares of
any of its Portfolios pursuant to the conditions set forth in the Prospectus.
The Fund shall also have the right to suspend the sale of shares of any or all
of its Portfolios at any
3
<PAGE>
time when it is authorized to suspend redemption of such shares.
(c) The Fund will give the Distributor prompt notice of any such
suspension and shall promptly furnish such other information in connection with
the sale and redemption of Fund shares as the Distributor reasonably requests.
(d) The Fund (or its agent) will make appropriate book entries upon
receipt by the Fund (or its agent) of orders and payments for shares or requests
for redemption thereof, and will issue and redeem shares and confirm such
transactions in accordance with applicable laws and regulations.
Section 4. Duties of the Fund.
------------------
a) The Fund shall furnish to the Distributor copies of all information,
financial statements and other papers which the Distributor may reasonably
request for use in connection with the distributor of shares of the Fund. The
Fund shall also make available to the Distributor such number of copies of its
Prospectus as the Distributor shall reasonably request.
(b) The Fund shall take, from time to time, but subject to the necessary
approval of its shareholders, all necessary action to fix the number of its
authorized shares in each Portfolio and to register shares under the Securities
Act, to the end that
4
<PAGE>
there will be available for sale such number of shares in each Portfolio as may
reasonably be expected to be sold and issued.
(c) The Fund shall use its best efforts to qualify and maintain the
qualification of an appropriate number of shares of each of its Portfolios for
sale under the securities laws of such states as the Distributor and the Fund
may approve, if such qualification is required by such securities laws. Any
such qualification may withheld, terminated or withdrawn by the Fund at any time
in its discretion. The Distributor shall furnish such information and other
material relating to its affairs and activities as may be required by the Fund
in connection with such qualification and with registration under the Securities
Act.
(d) The Fund will furnish, in reasonable quantities upon request by the
Distributor, copies of annual and interim reports of the Fund.
Section 5. Duties of the Distributor.
-------------------------
(a) The Distributor shall devote reasonable time and effort to effect
sales of shares of the Fund, but it shall not be obligated to sell any specific
number of shares in any Portfolios.
(b) In selling the shares of the Fund, the Distributor
5
<PAGE>
shall use its best efforts in all respects duly to conform with the requirements
of all federal and state laws and regulations and the regulations of the
National Association of Securities Dealers, Inc. (the "NASD"), relating to the
sale of such securities. Neither the Distributor nor any other person is
authorized by the Fund to give any information or to make any representation,
other than those contained in the registration statement or related Prospectus
and any sales literature authorized by responsible officers of the Distributor.
(c) The Distributor shall act as an independent contractor and nothing
herein contained shall constitute the Distributor, its agents or
representatives, or any employees thereof as employees of the Fund in connection
with the sale of shares of the Fund.
The Distributor is responsible for its own conduct and the employment,
control and conduct of its agents and employees and for injury to such agents or
employees or to others through its agents or employees. The Distributor assumes
full responsibility for its agents and employees under applicable statutes and
agrees to pay all employer taxes thereunder.
The Distributor will maintain at is own expense insurance against public
liability in such an amount as the Fund and the Distributor may from time to
time agree.
6
<PAGE>
Section 6. Payment of Expenses.
-------------------
The Distributor will, from its own resources, pay (or cause to be paid) all
of the following Fund expenses and costs: all distribution expenses and costs,
i.e., those arising from any activity which is primarily intended to result in
the sale of shares issued by the Fund, and, if any, expenses and costs
attributable to the Fund which are related to the printing and mailing of
prospectuses, proxy material and periodic reports to shareholders.
Section 7. Indemnification.
---------------
The Distributor shall indemnify and hold harmless the Fund and each of its
directors and officers (or former officers and directors) and each person, if
any, who controls the Fund (collectively, "Indemnitees") against any loss,
liability, claim, damage, or expense (including the reasonable cost of
investigating and defending against the same and any counsel fees reasonably
incurred in connection therewith) incurred by any Indemnitees under the
Securities Act or under common law or otherwise which arise out of or are based
upon (1) any untrue or alleged untrue statement of a material fact contained in
information furnished by the Distributor to the Fund for use in the Fund's
registration statement, Prospectus, or annual or interim reports to
shareholders, (2) any omission or alleged
7
<PAGE>
omission to state a material fact in connection with such information furnished
by the Distributor to the Fund which is required to be stated in any of such
documents or necessary to make such information not misleading, (3) any
misrepresentation or omission or alleged misrepresentation or omission to state
a material fact on the part of the Distributor or any agent or employee of the
Distributor or any other person for whose acts the Distributor is responsible,
unless such misrepresentation or omission or alleged misrepresentation or
omission was made in reliance on written information furnished by the Fund, or
(4) the wilful misconduct or failure to exercise reasonable care and diligence
on the part of any such persons with respect to services rendered under this
Agreement.
In case any action shall be bought against any Indemnitee, the Distributor
shall not be liable under its indemnity agreement contained in this paragraph
with respect to any claim made against any Indemnitee, unless the Indemnitee
shall have notified the Distributor in writing within a reasonable time after
the summons or other first legal process giving information of the nature of the
claim shall have been served upon the Indemnitee (or after the Indemnitee shall
have received notice of such service on any designated agent), but failure to
notify the Distributor or any such claim shall not relieve it from any liability
which it may have to the person against whom such action is brought otherwise
than on account of its indemnity
8
<PAGE>
agreement contained in this paragraph. The Distributor will be entitled to
participate at its own expense in the defense, or, if it so elects, to assume
the defense of any suit brought to enforce any such liability, but if the
Distributor elects to assume the defense, such defense shall be conducted by
counsel chosen by it and satisfactory to the Indemnitees which are defendants in
the suit. In the event the Distributor elects to assume the defense of any such
suit and retain such counsel, the Indemnitees which are defendants in the suit
shall bear the fees and expenses of any additional counsel retained by them,
but, in case the Distributor does not elect to assume the defense of any such
suit the Distributor will reimburse the Indemnitees which are defendants in the
suit for the reasonable fees and expenses of any counsel retained by them.
The Distributor shall promptly notify the Fund of the commencement of any
litigation or proceedings in connection with the issuance or sale of the shares.
Section 8. Duration and Termination of This Agreement.
------------------------------------------
This Agreement shall become effective as of the date first above written
and shall remain in force undil May 16, 1985 and thereafter, but only so long as
such continuance is specifically approved at least annually by (i) the Board of
Directors of the Fund, or by the vote of a majority of the outstanding voting
9
<PAGE>
securities of the Fund, cast in person or by proxy, and (ii) a majority of those
directors who are not parties to this Agreement or interested persons of any
such party cast in person at a meeting called for the purpose of voting upon
such approval.
This Agreement may be terminated at any time without the payment of any
penalty, by the Board of Directors of the Fund or by vote of a majority of the
outstanding voting securities of the Fund, or by the Distributor, on sixty days'
written notice to the other party. This Agreement shall automatically terminate
in the event of its assignment.
The Terms "vote of a majority of the outstanding voting securities" and
"interested person," when used in this Agreement, shall have the respective
meanings specified in the Investment Company Act.
Section 9. Governing Law.
-------------
This Agreement shall be construed in accordance with the laws of the State
of New York and the applicable provisions of the Investment Company Act. To the
extent the applicable law of the State of New York, or any of the provisions
herein, conflict with the applicable provisions of the Investment Company Act,
the latter shall control.
10
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the day and year first above written in New York, New York.
ATTEST: METROPOLITAN SERIES FUND INC.
/s/ Carl Barrera BY
-------------------- --------------------------------
SECRETARY PRESIDENT
ATTEST: METROPOLITAN LIFE INSURANCE COMPANY
/s/ Charles B. Lynch BY /s/ Richard M. Blackwell
--------------------- --------------------------------
SECRETARY VICE-PRESIDENT
11
<PAGE>
EXHIBIT 6(b)
ADDENDUM
TO THE
DISTRIBUTION AGREEMENT
BY AND BETWEEN
METROPOLITAN LIFE INSURANCE COMPANY
AND
METROPOLITAN SERIES FUND, INC.
The following modifications and additions shall be made to the above captioned
agreement effective May 1, 1986.
1. Section 3, Sale and Redemption of Shares of the Fund
----------------------------------------------------
This section shall be amended to add the following paragraphs:
(e) No commission shall be charged or paid to any person or entity in
connection with the sale of the shares of the Fund to any Purchaser.
(f) Any of the outstanding shares of the Fund may be tendered for
redemption at any time, and the Fund agrees to redeem any such shares
to tendered in accordance with the applicable provisions of the
Prospectus and the Fund's Articles of Incorporation. The redemption
price shall be the net asset value per share next determined after the
initial receipt of proper notice of redemption.
IN WITNESS WHEREOF, the parties have caused this Addendum to be executed by
their duly authorized representatives.
METROPOLITAN SERIES FUND, INC. METROPOLITAN LIFE INSURANCE
COMPANY
By ___________________________ By ___________________________
Title ________________________ Title ________________________
<PAGE>
EXHIBIT 6(C)
SECOND ADDENDUM
TO THE
DISTRIBUTION AGREEMENT
BY AND BETWEEN
METROPOLITAN LIFE INSURANCE COMPANY
AND
METROPOLITAN SERIES FUND, INC.
The following modifications and additions shall be made to the above captioned
agreement effective May 16, 1993.
1. Section 6. Payment of Expenses
------------------------------
This section shall be amended to read as follows:
The Distributor will, from its own resources, pay (or cause to be
paid) all of the following Fund expenses and costs: all distribution
expenses and costs, i.e., those arising from any activity which is
primarily intended to result in the sale of shares issued by the Fund.
IN WITNESS WHEREOF, the parties have caused this Second Addendum to be executed
by their duly authorized representatives.
METROPOLITAN SERIES FUND, INC. METROPOLITAN LIFE INSURANCE
COMPANY
BY /s/ Albert Rosenthal BY /s/ Gregory Doby
--------------------------- ---------------------------
TITLE Vice President and TITLE Vice President
------------------------ ------------------------
Chief Operating Officer
<PAGE>
EXHIBIT 8(a)
CUSTODIAN CONTRACT
between
METROPOLITAN SERIES FUND, INC.
and
STATE STREET BANK AND TRUST COMPANY
Clf 10/85
<PAGE>
TABLE OF CONTENTS
-----------------
1. Employment of Custodian and Property to be
Held by It........................................................... 1
2. Duties of the Custodian with Respect to Property
of the Fund Held by the Custodian.................................... 2
2.1 Holding Securities............................................ 2
2.2 Delivery of Securities........................................ 4
2.3 Registration of Securities.................................... 7
2.4 Bank Accounts................................................. 8
2.5 Payments for Shares........................................... 9
2.6 Investment and Availability of Federal Funds.................. 9
2.7 Collection of Income.......................................... 9
2.8 Payment of Fund Moneys........................................ 10
2.9 Liability for Payment in Advance of Receipt
of Securities Purchased....................................... 13
2.10 Payments for Repurchase or Redemptions of
Shares of a Portfolio......................................... 13
2.11 Appointment of Agents......................................... 14
2.12 Deposit of Fund Assets in Securities System................... 14
2.13 Ownership Certificates for Tax Purposes....................... 18
2.14 Proxies....................................................... 18
2.15 Communications Relating to Securities Held
by a Portfolio................................................ 18
2.16 Proper Instructions........................................... 19
2.17 Actions Permitted Without Express Authority................... 20
2.18 Evidence of Authority......................................... 20
3. Duties of Custodian with Respect to the Books of
Account and Calculation of Net Asset Value and
Net Income........................................................... 21
4. Records.............................................................. 22
5. Opinion of Fund's Independent Certified Public Accountants........... 23
6. Reports to Fund by Independent Certified Public Accountants.......... 23
7. Compensation of Custodian............................................ 24
8. Responsibility of Custodian.......................................... 24
9. Effective Period, Termination and Amendment.......................... 25
10. Successor Custodian.................................................. 27
11. Additional Portfolios................................................ 28
12. Assignment........................................................... 28
13. Interpretive and Additional Provisions............................... 29
14. Prior Contracts...................................................... 29
15. Massachusetts Law to Apply........................................... 29
<PAGE>
AMENDED AND RESTATED CUSTODIAN CONTRACT
---------------------------------------
This Contract between Metropolitan Series Fund, Inc., hereinafter
called the "Fund", a corporation organized and existing under the laws of
Maryland having its principal place of business at One Madison Avenue, New
York, New York 10010 and issuing three or more classes of common stock with the
assets attributable to each such class constituting a separate investment
portfolio, hereinafter called a "Portfolio", and State Street Bank and Trust
Company, a Massachusetts trust company, having its principal place of business
at 225 Franklin Street, Boston, Massachusetts 02110, hereinafter called the
"Custodian".
WITNESSETH: That in consideration of the mutual covenants and
agreements hereinafter contained, the parties hereto agree as follows:
1. Employment of Custodian and Property to be Held by It.
-----------------------------------------------------
The Fund hereby employs the Custodian as the custodian of its assets. The
Fund agrees to deliver to the Custodian all securities and cash owned by it, all
payments of income, payments of principal or capital distributions received by
it with respect to all securities owned by the Fund from time to time, and the
cash consideration received by it for such new or treasury shares of each class
of common stock, $0.01 par value, ("Shares") of the Fund as may be issued or
sold from time to time and to specify the Portfolio to which such securities,
cash, payments, distributions and cash consideration are allocable. The
Custodian shall segregate, keep, and maintain
<PAGE>
the assets of each Portfolio separate and apart from the assets of any
other Portfolio or person. The Custodian shall not be responsible for any
property of the Fund held or received by the Fund and not delivered to the
Custodian.
Upon receipt of "Proper Instructions" (within the meaning of Section 2.16),
the Custodian may from time to time employ one or more banks or trust companies
which are themselves qualified under the Investment Company Act of 1940, as
amended, to act as custodians, as a sub-custodian, but only in accordance with a
resolution of the Board of Directors of the Fund.
2. Duties of the Custodian with Respect to Property of the Fund Held
-----------------------------------------------------------------
by the Custodian.
- ----------------
2.1 Holding Securities.
------------------
1) The Custodian shall hold and physically segregate for the account of
each Portfolio all non-cash property, including all securities owned by
the Fund and allocable to such Portfolio, other than securities which
are maintained pursuant to Section 2.12 in a clearing agency which acts
as a securities depository or in a book-entry system authorized by the
U.S. Department of the Treasury, collectively referred to herein as
"Securities System".
2) The Custodian shall be strictly liable for all losses to the property
of the Fund held by the Custodian due to fire, burglary, robbery, theft
and mysterious disappearance, whether such a loss
-2-
<PAGE>
occurred while the property was in the possession of the Custodian or
any nominee of the Custodian at the time of loss.
3) The Custodian shall be liable for losses resulting from any cause or
causes other than those specified in Section 2.1(2) above unless the
Custodian can establish that the loss was not due to any dishonesty,
negligence, or misconduct by its officers, employees or agents
(including any nominee of the Custodian).
4) In the event of loss, damage or injury to securities held on deposit
for the Fund with the Custodian or its nominee, the Custodian shall
promptly cause such securities to be replaced by other securities of
like kind and quality, together with all rights and privileges
pertaining thereto, or if acceptable to the Fund, remit cash equal to
the fair market value of the securities, fair market value determined
as of the date such securities suffered the loss, damage or injury.
5) Notwithstanding the provisions of Sections 2.(1) (2)(3) and (4) above,
the Custodian shall not be liable for any loss, damage or injury
resulting from nuclear contamination other than by industrial use of
nuclear energy, expropriation by government order, war, insurrection or
revolution.
-3-
<PAGE>
2.2 Delivery of Securities. The Custodian shall release and deliver securities
----------------------
of a Portfolio held by the Custodian or in a Securities System account of
the Custodian only upon receipt of Proper Instructions, which may be
continuing instructions when deemed appropriate by the parties, and only in
the following cases:
1) Upon sale of such securities for the account of such Portfolio and
receipt of payment therefor;
2) Upon the receipt of payment in connection with any repurchase agreement
related to such securities entered into by the Fund on behalf of such
Portfolio;
3) In the case of a sale effected on behalf of such Portfolio through a
Securities System, in accordance with the provisions of Section 2.12
hereof;
4) To the depository agent in connection with tender or other similar
offers for portfolio securities of such Portfolio;
5) To the issuer thereof or its agent when such securities are called,
redeemed, retired or otherwise become payable; provided that, in any
such case, the cash or other consideration is to be delivered to the
Custodian;
-4-
<PAGE>
6) To the issuer thereof, or its agents, for transfer into the name of the
Fund or into the name of any nominee or nominees of the Custodian or
into the name or nominee name of any agent appointed pursuant to
Section 2.11 or into the name or nominee name of any sub-custodian
appointed pursuant to Article 1; or for exchange for a different number
of bonds, certificates or evidence representing the same aggregate face
amount or number of units; provided that, in any such case, the new
securities are to be delivered to the Custodian;
7) To the broker selling the securities for such Portfolio for examination
in accordance with the "street delivery" custom;
8) For exchange or conversion pursuant to any plan of merger,
consolidation, recapitalization, reorganization or readjustment of the
securities of the issuer of such securities, or pursuant to provisions
for conversion contained in such securities, or pursuant to any deposit
agreement; provided that, in any such case, the new securities and
cash, if any, are to be delivered to the Custodian;
-5-
<PAGE>
9) In the case of warrants, rights or similar securities, the surrender
thereof in the exercise of such warrants, rights or similar securities
or the surrender of interim receipts or temporary securities for
definitive securities; provided that, in any such case, the new
securities and cash, if any, are to be delivered to the Custodian;
10) For delivery in connection with any loans of securities made by such
Portfolio, but only against receipt of adequate collateral as agreed
upon from time to time by the Custodian and the Fund, which may be in
the form of cash or obligations issued by the United States government,
its agencies or instrumentalities;
11) For delivery as security in connection with any borrowings by such
Portfolio requiring a pledge of assets by the Portfolio, but only
against receipt of amounts borrowed;
12) Upon receipt of instructions from the transfer agent ("Transfer Agent")
for the Fund, for delivery to such Transfer Agent or to the holders of
Shares of such Portfolio in connection with distributions in kind, as
may be described from time to time in the Fund's currently effective
prospectus, in
-6-
<PAGE>
satisfaction of requests by holders of Shares of such Portfolio for
repurchase or redemption; and
13) For any other proper corporate purpose, but only upon receipt of, in
addition to Proper Instructions, a certified copy of a resolution of
the Board of Directors or the Executive Committee of the Fund signed by
an officer of the Fund and certified by its Secretary or an Assistant
Secretary, specifying the securities to be delivered, setting forth the
purpose for which such delivery is to be made, declaring such purpose
to be a proper corporate purpose, and naming the person or persons to
whom delivery of such securities shall be made.
2.3 Registration of Securities. Securities held by the Custodian (other than
--------------------------
bearer securities) shall be registered in the name of the Fund or in the
name of any nominee of the Fund or of any nominee of the Custodian which
nominee shall be assigned exclusively to the Fund, unless the Fund has
authorized in writing the appointment of a nominee to be used in common
with other registered investment companies having the same investment
adviser as the Fund, or in the name or nominee name of any agent appointed
pursuant to Section 2.11 or in the name or nominee name of any sub-
custodian
-7-
<PAGE>
appointed pursuant to Article 1. All securities accepted by the Custodian
on behalf of the Fund under the terms of this Contract shall be in "street
name" or other good delivery form.
2.4 Bank Accounts. The Custodian shall open and maintain separate bank accounts
-------------
for each Portfolio in the name of the Fund, subject only to draft or order
by the Custodian acting pursuant to the terms of this Contract, and shall
hold in the account or accounts for each Portfolio, subject to the
provisions hereof, all cash received by it for the account of such
Portfolio, other than cash maintained by such Portfolio in a bank account
established and used in accordance with Rule 17f-3 under the Investment
Company Act of 1940. Funds held by the Custodian for a Portfolio may be
deposited by it to its credit as Custodian in the Banking Department of the
Custodian or in such other banks or trust companies as it may in its
discretion deem necessary or desirable; provided, however, that every such
bank or trust company shall be qualified to act as a custodian under the
Investment Company Act of 1940 and that each such bank or trust company and
the funds to be deposited with each such bank or trust company shall be
approved by the Board of Directors of the Fund. Such funds shall be
deposited by the Custodian in its capacity as Custodian and shall be
withdrawable by the Custodian only in that capacity.
-8-
<PAGE>
2.5 Payments for Shares. The Custodian shall receive from the Transfer Agent of
-------------------
the Fund or any purchaser of Fund shares, and deposit into a Portfolio's
account such payments as are received for Shares of such Portfolio issued
or sold from time to time by the Fund. The Custodian will provide timely
notification to the Fund and the Transfer Agent of any receipt by it of
payments for Shares of each Portfolio.
2.6 Investment and Availability of Federal Funds. Upon mutual agreement between
--------------------------------------------
the Fund and the Custodian, the Custodian shall, upon the receipt of Proper
Instructions, (i) invest such instruments as may be set forth in such
instructions on the same day as received all federal funds received after a
time agreed upon between the Custodian and the Fund; and (ii) make federal
funds available to the Portfolio to which such funds belong as of specified
times agreed upon from time to time by the Fund and the Custodian in the
amount of checks received in payment for Shares of a Portfolio which are
deposited into such Portfolio's account.
2.7 Collection of Income. The Custodian shall collect on a timely basis all
--------------------
income and other payments with respect to registered securities held
hereunder or held in a Securities System to which each Portfolio shall be
entitled either by law or pursuant to custom in the securities business,
and shall collect on a timely basis all income and other payments with
respect to bearer
-9-
<PAGE>
securities if, on the date of payment by the issuer, such securities are
held by the Custodian or agent thereof and shall credit such income, as
collected, to the proper Portfolio custodian account. Without limiting the
generality of the foregoing, the Custodian shall detach and present for
payment all coupons and other income items requiring presentation as and
when they become due and shall collect interest when due on securities held
hereunder. Income due the Fund on securities loaned pursuant to the
provisions of Section 2.2 (10) shall be the responsibility of the Fund. The
Custodian will have no duty or responsibility in connection therewith,
other than to provide the Fund with such information or data as may be
necessary to assist the Fund in arranging for the timely delivery to the
Custodian of the income to which the Fund is properly entitled.
2.8 Payment of Portfolio Moneys. Upon receipt of Proper Instructions, which may
---------------------------
be continuing instructions when deemed appropriate by the parties, the
Custodian shall pay out moneys of a Portfolio in the following cases only:
1) Upon the purchase of securities for the account of such Portfolio but
only (a) against the delivery of such securities to the Custodian (or
any bank, banking firm or trust company doing business in the United
-10-
<PAGE>
States or abroad which is qualified under the Investment Company Act of
1940, as amended, to act as a custodian and has been designated by the
Custodian as its agent for this purpose) registered in the name of a
nominee of the Fund or in the name of a nominee of the Custodian
referred to in Section 2.3 hereof or in proper form for transfer; (b)
in the case of a purchase effected through a Securities System, in
accordance with the conditions set forth in Section 2.12 or (c) in the
case of repurchase agreements entered into between the Fund on behalf
of a Portfolio and the Custodian, or another bank, (i) against delivery
of the securities either in certificate form or through an entry
crediting the Custodian's account at the Federal Reserve Bank with such
securities or (ii) against delivery of the receipt evidencing purchase
on behalf of such Portfolio of securities owned by the Custodian along
with written evidence of the agreement by the Custodian to repurchase
such securities from such Portfolio;
2) In connection with conversion, exchange or surrender of securities
owned by such
-11-
<PAGE>
Portfolio as set forth in Section 2.2 hereof;
3) For the redemption or repurchase of Shares issued by such Portfolio as
set forth in Section 2.10 hereof;
4) For the payment of any expense or liability incurred by such Portfolio,
including but not limited to the following payments for the account of
such Portfolio: interest, taxes, management, accounting, transfer agent
and legal fees, and other operating expenses allocable to such
Portfolio whether or not such expenses are to be in whole or part
capitalized or treated as deferred expenses;
5) For the payment of any dividends declared in respect of such Portfolio
pursuant to the governing documents of the Fund;
6) For any other proper purpose, but only upon receipt of, in addition to
Proper Instructions, a certified copy of a resolution of the Board of
Directors or the Executive Committee of the Fund signed by an officer
of the Fund and certified by its Secretary or an Assistant Secretary,
specifying the amount of such payment, setting forth the purpose for
which such payment is to be made, declaring such
-12-
<PAGE>
purpose to be a proper purpose, and naming the person or persons to
whom such payment is to be made.
2.9 Liability for Payment in Advance of Receipt of Securities Purchased. In any
-------------------------------------------------------------------
and every case where payment for a purchase of securities for the account
of a Portfolio is made by the Custodian in advance of receipt of the
securities purchased in the absence of specific written instructions from
the Fund to so pay in advance, the Custodian shall be absolutely liable to
the Fund for such securities to the same extent as if the securities had
been received by the Custodian, except that in the case of repurchase
agreements entered into by the Fund with a bank which is a member of the
Federal Reserve System, the Custodian may transfer funds to the account of
such bank prior to the receipt of written evidence that the securities
subject to such repurchase agreement have been transferred by book-entry
into a segregated non-proprietary account of the Custodian maintained with
the Federal Reserve Bank of Boston or of the safekeeping receipt, provided
that such securities have in fact been so transferred by book-entry.
2.10 Payments for Repurchase or Redemptions of Shares of a Portfolio. From such
---------------------------------------------------------------
funds as may be available for the purpose but subject to the limitations of
the Articles of Incorporation and any applicable resolution of the Board of
Directors of the Fund pursuant thereto, the
-13-
<PAGE>
Custodian shall, upon receipt of instructions from the Transfer Agent, make
funds available for payment to holders of Shares who have delivered to the
Transfer Agent a request for redemption or repurchase of their Shares. In
connection with the redemption or repurchase of Shares of a Portfolio, the
Custodian is authorized upon receipt of instructions from the Transfer
Agent to wire funds to or through a commercial bank designated by the
redeeming shareholder.
2.11 Appointment of Agents. The Custodian may at any time or times in its
---------------------
discretion appoint (and may at any time remove) any other bank or trust
company which is itself qualified under the Investment Company Act of 1940,
as amended, to act as a custodian, as its agent to carry out such of the
provisions of this Article 2 as the Custodian may from time to time direct;
provided, however, that the appointment of any agent shall not relieve the
--------
Custodian of its responsibilities or liabilities hereunder.
2.12 Deposit of Portfolio Assets in Securities Systems. The Custodian may
-------------------------------------------------
deposit and/or maintain securities belonging to a Portfolio in a clearing
agency registered with the Securities and Exchange Commission under Section
17A of the Securities Exchange Act of 1934, which acts as a securities
depository, or in the book-entry system authorized by the U.S. Department
of the Treasury and certain federal agencies, collectively referred to
-14-
<PAGE>
herein as "Securities Systems", in accordance with the applicable Federal
Reserve Board and Securities and Exchange Commission rules and
regulations, if any, and subject to the following provisions:
1) The Custodian may keep securities belonging to a Portfolio in a
Securities System provided that such securities are represented in an
account ("Account") of the Custodian in the Securities System which
shall not include any assets of the Custodian other than assets held by
it as a fiduciary, custodian or otherwise for customers;
2) The records of the Custodian with respect to securities of a Portfolio
which are maintained in a Securities System shall identify by book-
entry those securities belonging to that Portfolio;
3) Such Securities Systems may be used to hold, receive, exchange,
release, deliver and otherwise deal with the eligible securities owned
by the Fund, including stock dividends, rights and other items of like
nature, and to receive and remit to the Custodian all income and other
payments thereon and to take all steps necessary and proper in
connection with the collection thereof;
-15-
<PAGE>
4) Payment for eligible securities purchased and sold may be made through
the clearing medium employed by the Securities Systems for transactions
of participants acting through them;
5) The Custodian shall pay for securities purchased for the account of a
Portfolio upon (i) receipt of advice from the Securities System that
such securities have been transferred to the Account, and (ii) the
making of an entry on the records of the Custodian to reflect such
payment and transfer for the account of the Portfolio. The Custodian
shall transfer securities sold for the account of a Portfolio upon (i)
receipt of advice from the Securities System that payment for such
securities has been transferred to the Account, and (ii) the making of
an entry on the records of the Custodian to reflect such transfer and
payment for the account of the Portfolio. Copies of all advices from
the Securities System of transfers of securities for the account of a
Portfolio shall identify the Portfolio, be maintained for the Portfolio
by the Custodian and be provided to the Fund at its request. The
Custodian shall furnish
-16-
<PAGE>
the Fund confirmation of each transfer to or from the account of a
Portfolio in the form of a written advice or notice and shall furnish
to the Fund copies of daily transaction sheets reflecting each day's
transactions in the Securities System for the account of a Portfolio;
6) The Custodian shall provide the Fund with any report obtained by the
Custodian on the Securities System's accounting system, internal
accounting control and procedures for safeguarding securities deposited
in the Securities System;
7) The Custodian shall have received the initial or annual certificate, as
the case may be, required by Article 9 hereof;
8) Anything to the contrary in this Contract notwithstanding, the
Custodian shall be liable to the Fund for any loss or damage to the
Fund resulting from use of the Securities System by reason of any
negligence, misfeasance or misconduct of the Custodian or any of its
agents or of any of its or their employees or from failure of the
Custodian or any such agent to enforce effectively such rights as it
may have against the Securities System; at the
-17-
<PAGE>
election of the Fund, it shall be entitled to be subrogated to the
rights of the Custodian with respect to any claim against the
Securities System or any other person which the Custodian may have as a
consequence of any such lose or damage if and to the extent that the
Fund has not been made whole for any such loss or damage.
2.13 Ownership Certificates for Tax Purposes. The Custodian shall execute
---------------------------------------
ownership and other certificates and affidavits for all federal and state
tax purposes in connection with receipt of income or other payments with
respect to securities of the Fund held by it and in connection with
transfers of securities.
2.14 Proxies. The Custodian shall, with respect to the securities held
-------
hereunder, cause to be promptly executed by the registered holder of
securities, if the securities are registered otherwise than in the name of
the Fund or a nominee of the Fund, all proxies, without indication of the
manner in which such proxies are to be voted, and shall promptly deliver to
the Fund such proxies, all proxy soliciting materials and all notices
relating to such securities.
2.15 Communications Relating to Securities Held by a Portfolio. The Custodian
---------------------------------------------------------
shall transmit promptly to the Fund all written information (including,
without limitation, pendency of calls and maturities of
-18-
<PAGE>
securities and expirations of rights in connection therewith) received by
the Custodian from issuers of the securities being held for the Fund. With
respect to tender or exchange offers, the Custodian shall transmit promptly
to the Fund all written information received by the Custodian from issuers
of the securities whose tender or exchange is sought and from the party (or
his agents) making the tender or exchange offer. If the Fund desires to
take action with respect to any tender offer, exchange offer or any other
similar transaction, the Fund shall notify the Custodian at least three
business days prior to the date on which the Custodian is to take such
action.
2.16 Proper Instructions. Proper Instructions as used throughout this Article 2
-------------------
means a writing signed or initialed by one or more person or persons as the
Board of Directors of the Fund shall have from time to time authorized.
Each such writing shall set forth the specific transaction or type of
transaction involved, including a specific statement of the purpose for
which such action is requested. Oral instructions will be considered Proper
Instructions if the Custodian reasonably believes them to have been given
by a person authorized to give such instructions with respect to the
transaction involved. The Fund shall cause all oral instructions to be
confirmed in writing. Upon receipt of a certificate of the Secretary or an
Assistant
-19-
<PAGE>
Secretary of the Fund as to the authorization by the Board of Directors of
the Fund accompanied by a detailed description of procedures approved by
the Board of Directors, Proper Instructions may include communications
effected directly between electro-mechanical or electronic devices provided
that the Board of Directors and the Custodian are satisfied that such
procedures afford adequate safeguards for the Fund's assets.
2.17 Actions Permitted Without Express Authority. The Custodian may in its
-------------------------------------------
discretion, without express authority from the Fund:
1) surrender securities in temporary form for securities in definitive
form;
2) endorse for collection, in the name of the Fund, checks, drafts and
other negotiable instruments; and
3) in general, attend to all non-discretionary details in connection with
the sale, exchange, substitution, purchase, transfer and other dealings
with the securities and property of each Portfolio except as otherwise
directed by the Board of Directors of the Fund.
2.18 Evidence of Authority. The Custodian shall be protected in acting upon any
---------------------
instructions, notice, request, consent, certificate or other instrument or
paper
-20-
<PAGE>
reasonably believed by it to be genuine and to have been properly executed
by or on behalf of the Fund. The Custodian may receive and accept a
certified copy of a resolution of the Board of Directors of the Fund as
conclusive evidence (a) of the authority of any person to act in accordance
with such resolution or (b) of any determination or of any action by the
Board of Directors pursuant to the Article of Incorporation as described in
such resolution, and such resolution may be considered as in full force and
effect until receipt by the Custodian of written notice to the contrary.
3. Duties of Custodian with Respect to the Books of Account and Calculation
------------------------------------------------------------------------
of Net Asset Value and Net Income.
---------------------------------
The Custodian shall cooperate with and supply necessary information to the
entity or entities appointed by the Board of Directors of the Fund to keep the
books of account of the Fund and/or compute the net asset value per Share of the
outstanding Shares of each Portfolio or, if directed in writing to do so by the
Fund, shall itself keep such books of account and/or compute such net asset
value per Share. If so directed, the Custodian shall also calculate daily the
net income of any Portfolio as described in the Fund's currently effective
prospectus and shall advise the Fund and the Transfer Agent daily of the total
amounts of such net income and, if instructed in writing by an officer of the
Fund to do so, shall advise the Transfer Agent periodically of the division of
such net income among its various components. The calculations of the net asset
value per
-21-
<PAGE>
Share and the daily net income of a Portfolio shall be made at the time or
times described from time to time in the Fund's currently effective prospectus.
The Custodian shall submit to all regulatory and administrative bodies having
jurisdiction over the services provided pursuant to this Contract, present or
future, any information, reports, or other material which any such body by
reason of this Contract may request or require pursuant to applicable laws and
regulations. The Custodian shall not disclose or use any records it has
prepared by reason of this Contract in any manner except as expressly
authorized herein or directed by the Fund and shall keep confidential any
information obtained by reason of this Contract.
4. Records.
-------
The Custodian shall create and maintain all records relating to its
activities and obligations under this Contract in such manner as will meet the
obligations of the Fund under the Investment Company Act of 1940, with
particular attention to Section 31 thereof and Rules 3la-1 and 3la-2 thereunder,
applicable federal and state tax laws and any other law or administrative rules
or procedures which may be applicable to the Fund. All such records shall be the
property of the Fund and shall at all times during the regular business hours of
the Custodian be open for inspection by duly authorized officers, employees or
agents of the Fund, independent certified public accountants designated by the
Fund, duly authorized employees and officers of Metropolitan Tower Life
Insurance Company or of Metropolitan Life Insurance Company designated by the
Fund, and
-22-
<PAGE>
employees and agents of the Securities and Exchange Commission. All such
designations shall be by Proper Instructions. The Custodian shall, at the
Fund's request, supply the Fund with a tabulation of securities owned by each
Portfolio and held by the Custodian and shall, when requested to do so by the
Fund and for such compensation as shall be agreed upon between the Fund and the
Custodian, include certificate numbers in such tabulations and provide all
information needed for completion of reports and records required with respect
to the Fund under the federal securities laws and such other information as the
Fund may reasonably request.
5. Opinion of Fund's Independent Certified Public Accountants. The
----------------------------------------------------------
Custodian shall take all reasonable action, as the Fund may from time to time
request, to obtain from year to year unqualified opinions from the Fund's
independent certified public accountants with respect to its activities
hereunder in connection with the preparation of amendments to the Fund's
registration statement on Form N-lA and annual reports on Form N-SAR or other
appropriate form to the Securities and Exchange Commission and with respect to
any other requirements of such Commission.
6. Reports to Fund by Independent Certified Public Accountants. The
-----------------------------------------------------------
Custodian shall provide the Fund, at such times as the Fund may reasonably
require, with reports by independent certified public accountants on their
examination of the accounting system, internal accounting controls and
procedures for safeguarding securities, including securities
-23-
<PAGE>
deposited and/or maintained in a Securities System, relating to the
services provided by the Custodian under this Contract; such reports shall
be of sufficient scope and in sufficient detail as may reasonably be required
by the Fund to provide reasonable assurance that any material inadequacies
would be disclosed by such examination, and if there are no such inadequacies,
shall so state. Such examination is to be conducted in accordance with
generally accepted auditing standards. The Custodian will provide the Fund
with a statement of any change in the amount of the Custodian's bonding.
7. Compensation of Custodian.
-------------------------
The Custodian shall be entitled to reasonable compensation for its services
and expenses as Custodian, as agreed upon from time to time between the Fund and
the Custodian. The Custodian shall not charge the custodied assets or withhold
delivery of any such assets, in part or full, for the Custodian's compensation
or expenses, it being understood that the Fund will make timely payment of all
compensation due to the Custodian.
8. Responsibility of Custodian.
---------------------------
So long as and to the extent that it is in the exercise of reasonable care,
the Custodian shall not be responsible for the title, validity or genuineness of
any property or evidence of title thereto received by it or delivered by it
pursuant to this Contract and shall be held harmless in acting upon any notice,
request, consent, certificate or other instrument reasonably believed by it to
be genuine and to be signed by the
-24-
<PAGE>
proper party or parties. Except as otherwise provided in Section 2, the
Custodian shall be held to the exercise of reasonable care in carrying out the
provisions of this Contract, but shall be kept indemnified by and shall be
without liability to the Fund for any action taken or omitted by it in good
faith without negligence. The Custodian shall be entitled to rely on and may
act upon advice of counsel for the Fund on all matters, and shall be without
liability for any action reasonably taken or omitted pursuant to such advice.
If the Fund requires the Custodian to take any action with respect to
securities, which action involves the payment of money or which action may, in
the opinion of the Custodian, result in the Custodian or its nominee assigned
to the Fund being liable for the payment of money or incurring liability of
some other form, the Fund, as a prerequisite to requiring the Custodian to take
such action, shall provide indemnity to the Custodian in an amount and form
satisfactory to it.
9. Effective Period, Termination and Amendment.
-------------------------------------------
This Contract shall become effective as of its execution, shall continue in
full force and effect until terminated as hereinafter provided, may be amended
at any time by mutual agreement of the parties hereto and may be terminated
without penalty by either party by an instrument in writing delivered or mailed,
postage prepaid to the other party, such termination to take effect not sooner
than thirty (30) days after the date of such delivery or mailing; provided,
however, that the Custodian shall not act under Section 2.12 hereof in
-25-
<PAGE>
the absence of receipt of an initial certificate of the Secretary or an
Assistant Secretary that the Board of Directors of the Fund has approved the
initial use of a particular Securities System and the receipt of an annual
certificate of the Secretary or an Assistant Secretary that the Board of
Directors has reviewed the use of the Fund of such Securities System, as
required in each case by Rule 17f-4 under the Investment Company Act of 1940,
as amended; provided further, however, that the Fund shall not amend or
terminate this Contract in contravention of any applicable federal or state
regulations, or any provision of the Fund's Articles of Incorporation, and
further provided, that the Fund may at any time by action of its Board of
Directors (i) substitute another bank or trust company for the Custodian by
giving notice as described above to the Custodian, or (ii) immediately
terminate this Contract in the event of the appointment of a conservator or
receiver for the Custodian by the Comptroller of the Currency or upon the
happening of a like event at the direction of an appropriate regulatory agency
or court of competent jurisdiction.
Upon termination of the Contract, the Fund shall pay to the Custodian
such compensation as may be due as of the date of such termination and shall
likewise reimburse the Custodian for its costs, expenses and disbursements.
Also, upon termination of this Contract, the Custodian shall promptly return to
the Fund, or the Fund's designee, all records relating to the Custodian's
activities and obligations under the Contract required to be prepared and
maintained by the Custodian under this Contract.
-26-
<PAGE>
10. Successor Custodian.
-------------------
If a successor custodian shall be appointed by the Board of Directors of
the Fund, the Custodian shall, upon termination, deliver to such successor
custodian at the office of the Custodian all securities, duly endorsed and in
the form for transfer, and all funds and other properties then held by it
hereunder and shall transfer to an account of the successor custodian all of the
Fund's securities held in a Securities System.
If no such successor custodian shall be appointed, the Custodian shall, in
like manner, upon receipt of a certified copy of a resolution of the Board of
Directors of the Fund, deliver at the office of the Custodian and transfer such
securities, funds and other properties in accordance with such resolution.
In the event that no written order designating a successor custodian or
certified copy of a resolution of the Board of Directors shall have been
delivered to the Custodian on or before the date when such termination shall
become effective, then the Custodian shall have the right to deliver to a bank
or trust company, which is a "bank" as defined in the Investment Company Act of
1940, doing business in Boston, Massachusetts, of its own selection, having an
aggregate capital, surplus, and undivided profits, as shown by its last
published report, of not less than $25,000,000, all securities, funds and other
properties held by the Custodian under this Contract and all instruments held by
the Custodian relative thereto and to
-27-
<PAGE>
transfer to an account of such bank or trust company all of the Fund's
securities held in any Securities System. Thereafter, such bank or trust
company shall be the successor of the Custodian under this Contract.
In the event that securities, funds and other properties remain in the
possession of the Custodian after the date of termination hereof owing to
failure of the Fund to procure the certified copy of the resolution referred to
or of the Board of Directors to appoint a successor custodian, the Custodian
shall be entitled to fair compensation for its services during such period as
the Custodian retains possession of such securities, funds, and other properties
and the provisions of the Contract relating to the duties and obligations of the
Custodian shall remain in full force and effect.
11. Additional Portfolios.
---------------------
In the event that the Fund establishes one or more Portfolios with respect
to which it desires to have the Custodian render services as custodian under the
terms hereof, it shall so notify the Custodian in writing, and if the Custodian
agrees in writing to provide such services, such Portfolio shall become a
Portfolio hereunder. The Custodian shall not unreasonably withhold approval
of such new Portfolios.
12. Assignment.
----------
Except as otherwise specifically provided in this Contract, the rights,
obligations, and interests of the Fund and the Custodian under this Contract
shall not be assignable in whole or in part.
-28-
<PAGE>
13. Interpretive and Additional Provisions.
--------------------------------------
In connection with the operation of this Contract, the Custodian and the
Fund may from time to time agree on such provisions interpretive of or in
addition to the provisions of this Contract as may in their joint opinion be
consistent with the general tenor of this Contract. Any such interpretive or
additional provisions shall be in a writing signed by both parties and shall be
annexed hereto, provided that no such interpretive or additional provisions
shall contravene any applicable federal or state regulations or any provision of
the Articles of Incorporation of the Fund. No interpretive or additional
provisions made as provided in the preceding sentence shall be deemed to be an
amendment of this Contract.
14. Prior Contracts
---------------
This Contract supersedes and terminates, as of the date hereof, all prior
contracts between the Fund and the Custodian relating to the custody of the
Fund's assets.
15. Massachusetts Law to Apply.
--------------------------
This Contract shall be construed and the provisions thereof interpreted
under and in accordance with the laws of The Commonwealth of Massachusetts.
-29-
<PAGE>
IN WITNESS WHEREOF, each of the parties has caused this instrument to
be executed in its name and behalf by its duly authorized representative and
its seal to be hereunder affixed as of 31st day of December, 1986.
SEAL METROPOLITAN SERIES FUND, INC.
ATTEST
/s/ Christopher P. Nicholas BY: /s/ Jeffrey J. Hodgman
- ---------------------------------- -------------------------------
SEAL STATE STREET BANK AND TRUST COMPANY
ATTEST
/s/ BY: /s/
- ---------------------------------- -------------------------------
-30-
<PAGE>
[ART] State Street(R)
Metropolitan Series Fund, Inc.
Money Market Portfolio
Income Portfolio
Growth Portfolio
Discretionary Portfolio
Ginnie Mae Portfolio
STATE STREET BANK AND TRUST COMPANY
Custodian Fee Schedule
- --------------------------------------------------------------------------------
I. Administration
--------------
Custody, Portfolio and Fund Accounting Service - Maintain custody of fund
assets. Settle portfolio purchases and sales. Report buy and sell fails.
Determine and collect portfolio income. Make cash disbursements and report
cash transactions. Maintain investment ledgers, provide selected portfolio
transactions, position and income reports. Maintain general ledger and
capital stock accounts. Prepare daily trial balance. Calculate net asset
value daily. Provide selected general ledger reports. Securities yield or
market value quotations will be provided to State Street by the fund.
The administration fee shown below is an annual charge, billed and payable
monthly, based on average monthly net assets.
ANNUAL FEES PER PORTFOLIO
-------------------------
A.Custody, Port-
Fund Net Assets folio & Fund Acct.
--------------- ------------------
First $20 million 1/ 15 of 1%
Next $80 million 1/ 30 of 1%
Excess 1/100 of 1%
Minimum Monthly Charges $2,500
II. Portfolio Trades - For each line item processed
-----------------------------------------------
State Street Bank Repos $ 7.00
DTC or Fed Book Entry $12.00
New York Physical Settlements $25.00
All other trades $16.00
<PAGE>
[ART] State Street(R)
III. Options
-------
Option charge for each option written or
closing contract, per issue, per broker $25.00
Option expiration charge, per issue, per broker $15.00
Option exercised charge, per issue, per broker $15.00
IV. Lending of Securities
---------------------
Deliver loaned securities versus cash $20.00
collateral
Deliver loaned securities versus securities
collateral $30.00
Receive/deliver additional cash collateral $ 6.00
Substitutions of securities collateral $30.00
Deliver cash collateral versus receipt of
loaned securities $15.00
Deliver securities collateral versus receipt
of loaned securities $25.00
Loan administration -- mark-to-market per
day, per loan $ 3.00
V. Interest Rate Futures
---------------------
Transactions -- no security movement $ 8.00
VI. Coupon Bonds
------------
Monitoring for calls and processing coupons --
for each coupon issue held -- monthly charge $ 5.00
VII. Holdings Care
-------------
For each issue maintained -- monthly charge $ 5.00
VIII. Paydown on Government Securities
--------------------------------
Per paydown $10.00
IX. Dividend Charges (For items held at the Request
----------------
of Traders over record date in street form) $50.00
<PAGE>
[ART] State Street(R)
X. Special Services
----------------
Fees for activities of a non-recurring nature such as fund
consolidations or reorganizations, extraordinary security shipments
and the preparation of special reports will be subject to
negotiation. Fees for tax accounting/recordkeeping for options,
financial futures, and other special items will be negotiated
separately.
XI. Out-of-Pocket Expenses
----------------------
A billing for the recovery of applicable out-of-pocket expenses will
be made as of the end of each month. Out-of-pocket expenses include,
but are not limited to the following:
Telephone
Wire Charges ($4.38 per wire in and $4.23 out)
Postage and Insurance
Courier Service
Duplicating
Legal Fees
Supplies Related to Fund Records
Rush Transfer -- $8.00 Each
Transfer Fees
Sub-custodian Charges
Price Waterhouse Audit Letter
Federal Reserve Fee for Return Check items over $2,500 - $4.25
GNMA Transfer - $15 each
Metropolitan Series Fund, Inc. STATE STREET BANK AND TRUST CO
Money Market Portfolio
Income Portfolio
Growth Portfolio
Discretionary Portfolio
Ginnie Mae Portfolio
By /s/ Jeffrey J. Hodgman By /s/ John O. Florence
---------------------------------- ----------------------------------
Title President Title Vice President
-------------------------------
Date December 31, 1986 Date JUL 10 1986
-------------------------------- --------------------------------
071086/2460m
<PAGE>
[ART] State Street(R)
STATE STREET BANK AND TRUST COMPANY
Fee Information for Automated Pricing
METROPOLITAN SERIES FUND
. Discretionary Portfolio
. GNMA Portfolio
- --------------------------------------------------------------------------------
Monthly charges for the State Street Bank Automated Pricing System are
determined by:
1. Mix of security positions.
2. The number of positions that are priced during the month.
Monthly Pase Fee $375.00
Monthly Quote Charge:
5.00
. Listed Equities, OTC Equities, and Bonds $ X.00
. Government, Corporate and Convertible 10.00
Bonds via Merrill Lynch $ XX.00
For billing purposes, the monthly quote charge will be based on the average
number of positions in the portfolio.
METROPOLITAN SERIES FUND STATE STREET BANK AND TRUST CO.
. Discretionary Portfolio
. GNMA Portfolio
By /s/ Jeffrey J. Hodgman By /s/ John O. Florence
---------------------------------- ----------------------------------
Title President Title Vice President
-------------------------------
Date January 23, 1987 Date 1-8-87
-------------------------------- --------------------------------
10787/3356m
<PAGE>
EXHIBIT 8(b)
[LOGO] STATE STREET
Metropolitan Series Fund, Inc.
Stock Index Portfolio
STATE STREET BANK AND TRUST COMPANY
Custodian Fee Schedule
I. Administration
--------------
Custody, Portfolio and Fund Accounting Service - Maintain custody of fund
----------------------------------------------
assets. Settle portfolio purchases and sales. Report buy and sell fails.
Determine and collect portfolio income. Make cash disbursements and
report cash transactions. Maintain investment ledgers, provide selected
portfolio transactions, position and income reports. Maintain general
ledger and capital stock accounts. Prepare daily trial balance. Calculate
net asset value daily. Provide selected general ledger reports.
Securities yield or market value quotations will be provided to State
Street by the fund.
The administration fee shown below is an annual charge, billed and
payable monthly, based on average monthly net assets.
ANNUAL FEES PER PORTFOLIO
-------------------------
A. Custody, Port-
Fund Net Assets folio & Fund Acct.
--------------- ------------------
First $20 million 1/ 15 of 1%
Next $80 million 1/ 30 of 1%
Excess 1/100 of 1%
Minimum Monthly
Charges $2,500
II. Portfolio Trades - For each line item processed
------------------------------------------------
State Street Bank Repos $ 7.00
DTC or Fed Book Entry $12.00
New York Physical Settlements $25.00
All other trades $16.00
<PAGE>
[LOGO]STATE STREET
III. Options
-------
Option charge for each option written or
closing contract, per issue, per broker $25.00
Option expiration charge, per issue, per broker $15.00
Option exercised charge, per issue, per broker $15.00
IV. Lending of Securities
---------------------
Deliver loaned securities versus cash $20.00
collateral
Deliver loaned securities versus securities
collateral $30.00
Receive/deliver additional cash collateral $ 6.00
Substitutions of securities collateral $30.00
Deliver cash collateral versus receipt of
loaned securities $15.00
Deliver securities collateral versus receipt
of loaned securities $25.00
Loan administration -- mark-to-market per
day, per loan $ 3.00
V. Interest Rate Futures
---------------------
Transactions -- no security movement $ 8.00
VI. Coupon Bonds
------------
Monitoring for calls and processing coupons --
for each coupon issue held -- monthly charge $ 5.00
VII. Holdings Charge
---------------
For each issue maintained -- monthly charge $ 5.00
VIII. Paydown on Government Securities
--------------------------------
Per paydown $10.00
IX. Dividend Charges (For items held at the Request
----------------
of Traders over record date in street form) $50.00
<PAGE>
[LOGO] STATE STREET
X. Special Services
----------------
Fees for activities of a non-recurring nature such as fund consolidations or
reorganizations, extraordinary security shipments and the preparation of
special reports will be subject to negotiation. Fees for tax
accounting/recordkeeping for options, financial futures, and other special
items will be negotiated separately.
XI. Out-of-Pocket Expenses
----------------------
A billing for the recovery of applicable out-of-pocket expenses will be made
as of the end of each month. Out-of-pocket expenses include, but are not
limited to the following:
Telephone
Wire Charges ($4.38 per wire in and $4.23 out)
Postage and Insurance
Courier Service
Duplicating
Legal Fees
Supplies Related to Fund Records
Rush Transfer -- $8.00 Each
Transfer Fees
Sub-custodian Charges
Price Waterhouse Audit Letter
Federal Reserve Fee for Return Check items over $2,500-
$4.25
GNMA Transfer - $15 each
Metropolitan Series Fund, Inc. STATE STREET BANK AND TRUST CO
Stock Index Portfolio
By /s/ Jeffrey J. Hodgman By /s/ Janet
---------------------------- ------------------------
Title President Title Vice President
----------------------------
Date 8/3/90 Date 3/20/90
---------------------------- --------------------------
031990/2460m
<PAGE>
[LOGO]STATE STREET
STATE STREET BANK AND TRUST COMPANY
Fee Information for Automated Pricing
METROPOLITAN SERIES FUND
Stock Index Portfolio
Monthly charges for the State Street Bank Automated Pricing System are
determined by:
1. Mix of security positions.
2. The number of positions that are priced during the month.
Monthly Base Fee $375.00
Monthly Quote Charge:
. Listed Equities, OTC Equities, and Bonds $ 5.00
. Government, Corporate and Convertible
Bonds via Merrill Lynch $ 10.00
For billing purposes, the monthly quote charge will be based on the average
number of positions in the portfolio.
METROPOLITAN SERIES FUND STATE STREET BANK AND TRUST CO.
Stock Index Portfolio
By /s/ Jefferey J. Hodgman By /s/ Janet
------------------------ ------------------------
Title President Title Vice President
------------------------
Date 8/3/90 Date 3/20/90
------------------------ ------------------------
<PAGE>
[LOGO] STATE STREET
APPENDIX
Fee Schedule and Summary Description of
Services as Transfer and Dividend Disbursing Agent
METROPOLITAN SERIES FUND, INC.
. Money Market Portfolio
. Discretionary Portfolio
. GNMA Portfolio
. Income Portfolio
. Growth Portfolio
. Aggressive Growth Portfolio
. Equity Income Portfolio
. Stock Index Portfolio
I. Annual Maintenance Charge
-------------------------
Fee is based on the maintenance of Transfer Agency records to reflect all
transaction activity for the shareholders of the fund. Maintain an
individual shareholder account record and provide daily confirmation of each
entry; Calculate and disburse dividends as declared by the fund; Provide
Form 1099 reporting at end of year declared by the fund; Provide Form 1099
reporting at end of year to Internal Revenue Service. No certificates will
be issued.
The annual fee under this section shall be $3,600 payable on a monthly
basis at the rate of 1/12 the annual fee.
II. Out-of-Pocket Expenses
----------------------
All out of pocket expenses will be charged to the fund monthly including
forms, postage, telephone, wires, etc.
III. Term of Contract
----------------
Rates will remain at the agreed upon level for a one year period ending
April 30, 1991 except that rates may be modified by mutual agreement at any
time prior to that date if the level of service is charged materially from
that described in Section I of this agreement.
<PAGE>
[LOGO] STATE STREET
Fees for additional services not covered in this fee schedule will be
mutually agreed upon between the Fund and State Street Bank based upon the
additional cost incurred in performing those services.
METROPOLITAN SERIES FUND, INC. STATE STREET BANK AND TRUST
COMPANY
By /s/ Jefferey J. Hodgman By /s/ Janet
------------------------ ------------------------
Title President Title Vice President
------------------------ ------------------------
Date 8/3/90 Date 3/20/90
------------------------ ------------------------
4997m3/90
<PAGE>
EXHIBIT 8(c)
AMENDMENT TO THE CUSTODIAN CONTRACT
-----------------------------------
AGREEMENT made by and between State Street Bank and Trust Company (the
"Custodian") and Metropolitan Series Fund, Inc. (the "Fund").
WHEREAS, the Custodian and the Fund are parties to a custodian contract
dated December 31, 1986 (the "Custodian Contract") governing the terms and
conditions under which the Custodian maintains custody of the securities
and other assets of the Fund; and
WHEREAS, the Fund is authorized to issue shares in separate series,
with each such series representing interests in a separate portfolio of
securities and other assets hereinafter called a "Portfolio"; and
WHEREAS, the Custodian and the Fund desire to amend the Custodian
Contract to provide for the maintenance of the Fund's foreign securities, and
cash incidental to transactions in such securities, in the custody of certain
foreign banking institutions and foreign securities depositories acting as
sub-custodians in conformity with the requirements of Rule 17f-5 under the
Investment Company Act of 1940;
NOW THEREFORE, in consideration of the premises and covenants contained
herein, the Custodian and the Fund hereby amend the Custodian Contract by the
addition of the following terms and conditions;
(A) Amend Section 1 entitled Employment of Custodian and Property
------------------------------------
to be Held by It. Replace the period following the last sentence in such
- ----------------
section with a comma, thereafter inserting the following language to complete
such sentence.
"and provided that the Custodian shall have no more or less
responsibility or liability to the Fund or its Portfolios on account of any act
or omission of any sub-custodian so employed than any such sub-custodian has to
the Custodian".
(B) Amend the general text of the Custodian Contract to include the
following:
1. Appointment of Foreign Sub-Custodians
-------------------------------------
The Fund hereby authorizes and instructs the Custodian
to employ as sub-custodians for the Portfolios' securities and other assets
maintained outside the United States the foreign banking institutions and
foreign securities depositories designated on Schedule A hereto ("foreign
sub-custodians"). Upon receipt of "Proper Instructions", as defined in Section
<PAGE>
2.16 of the Custodian Contract, together with a certified resolution of
the Fund's Board of Directors, the Custodian and the Fund may agree to amend
Schedule A hereto from time to time to designate additional foreign banking
institutions and foreign securities depositories to act as sub-custodian. Upon
receipt of Proper Instructions, the Fund may instruct the Custodian to cease
the employment of any one or more of such sub-custodians for maintaining
custody of the Fund's assets.
2. Assets to be Held
-----------------
The Custodian shall limit the securities' and other assets
maintained in the custody of the foreign sub-custodians to: (a) "foreign
securities", as defined in paragraph (c)(1) of Rule 17f-5 under the Investment
Company Act of 1940, and (b) cash and cash equivalents in such amounts as the
Custodian or the Fund may determine to be reasonably necessary to effect each
Portfolio's foreign securities transactions.
3. Foreign Securities Depositories
-------------------------------
Except as may otherwise be agreed upon in writing by the Custodian and
the Fund, assets of the Fund shall be maintained in foreign securities
depositories for the account of each Portfolio only through arrangements
implemented by the foreign banking institutions serving as sub-custodians
pursuant to the terms hereof. Where possible, such arrangements shall include
entry into agreements containing the provisions set forth in Section 5 hereof.
4. Segregation of Securities
-------------------------
The Custodian shall identify on its books as belonging
to each Portfolio the foreign securities of each Portfolio held by each
foreign sub-custodian. Each agreement pursuant to which the Custodian employs a
foreign banking institution shall require that such institution establish a
custody account for the Custodian on behalf of each Portfolio of the Fund and
physically segregate in that account securities and other assets of each
Portfolio, and, in the event that such Institution deposits that Portfolio's
securities in a foreign securities depository, that it shall identify on its
books as belonging to the Custodian, as agent for the Portfolio, the securities
so deposited.
5. Agreements with Foreign Banking Institutions
--------------------------------------------
Each agreement with a foreign banking institution shall be
substantially in the form set forth in Exhibit 1 hereto and shall provide that:
(a) a Portfolio's assets will not be subject to any right, charge, security
interest, lien or claim of any kind in favor of the foreign banking institution
or its creditors or agents, except a claim of payment for their safe
-2-
<PAGE>
custody or administration; (b) beneficial ownership of a Portfolio's assets
will be freely transferable without the payment of money or value other than
for custody or administration; (c) adequate records will be maintained
identifying the assets as belonging to each Portfolio; (d) officers of or
auditors employed by, or other representatives of the Custodian, including to
the extent permitted under applicable law the independent public accountants
for the Fund, will be given access to the books and records of the foreign
banking institution relating to its actions under its agreement with the
Custodian; and (e) assets of the Portfolio held by the foreign sub-custodian
will be subject only to the instructions of the Custodian or its agents.
6. Access of Independent Accountants of the Fund
---------------------------------------------
Upon request of the Fund, the Custodian will use its best efforts to
arrange for the independent accountants of the Fund to be afforded access to the
books and records of any foreign banking institution employed as a foreign sub-
custodian insofar as such books and records relate to the performance of such
foreign banking institution under its agreement with the Custodian.
7. Reports by Custodian
--------------------
The Custodian will supply to the Fund from time to time, as mutually
agreed upon, statements in respect of the securities and other assets of the
Fund held by foreign sub-custodians, including but not limited to an
identification of entities having possession of each Portfolio's securities and
other assets and advices or notifications of any transfers of securities to or
from each custodial account maintained by a foreign banking institution for the
Custodian on behalf of the Portfolio indicating, as to securities acquired for a
Portfolio, the identify of the entity having physical possession of such
securities.
8. Transactions in Foreign Custody Account
---------------------------------------
(a) Except as otherwise provided in paragraph (b) of this
Section 8, the provisions of Sections 2.2 and 2.8 of the Custodian Contract
shall apply, mutatis mutandis to the foreign securities of the Fund held
------- --------
outside the United States by foreign sub-custodians.
(b) Notwithstanding any provision of the Custodian Contract to
the contrary, settlement and payment for securities received for the account of
a Portfolio and delivery of securities maintained for the account of a
Portfolio may be effected in accordance with the customary established
securities trading or securities processing practices and procedures in the
jurisdiction or market in which the transaction occurs,
-3-
<PAGE>
including, without limitation, delivering securities to the purchaser
thereof or to a dealer therefor (or an agent for such purchaser or dealer)
against a receipt with the expectation of receiving later payment for such
securities from such purchaser or dealer.
(c) Securities maintained in the custody of a foreign
sub-custodian may be maintained in the name of such entity's nominee to the
same extent as set forth in Section 2.3 of the Custodian Contract, and the Fund
agrees to hold any such nominee harmless from any liability as a holder of
record of such securities.
9. Liability of Foreign Sub-Custodians
-----------------------------------
Each agreement pursuant to which the Custodian employs a foreign
banking institution as a foreign sub-custodian shall require the institution to
exercise reasonable care in the performance of its duties and to indemnify, and
hold harmless, the Custodian and each Portfolio from and against any loss,
damage, cost, expense, liability or claim arising out of or in connection with
the institution's performance of such obligations. At the election of the Fund
on behalf of a Portfolio, it shall be entitled to be subrogated to the rights of
the Custodian with respect to any claims against a foreign banking institution
as a consequence of any such loss, damage, cost, expense, liability or claim if
and to the extent that the Portfolio has not been made whole for any such loss,
damage, cost, expense, liability or claim.
10. Liability of Custodian
----------------------
The Custodian shall be liable for the acts or omissions of a foreign
banking institution to the same extent as set forth with respect to sub-
custodians generally in the Custodian Contract and, regardless of whether assets
are maintained in the custody of a foreign banking institution, a foreign
securities depository or a branch of a U.S. bank as contemplated by paragraph 13
hereof, the Custodian shall not be liable for any loss, damage, cost, expense,
liability or claim resulting from nationalization, expropriation, currency
restrictions, or acts of war or terrorism or any loss where the sub-custodian
has otherwise exercised reasonable care. Notwithstanding the foregoing
provisions of this paragraph 10, in delegating custody duties to State Street
London Ltd., the Custodian shall not be relieved of any responsibility to the
Fund for any loss due to such delegation, except such loss as may result from
(a) political risk (including, but not limited to exchange control restrictions,
confiscation, expropriation, nationalization, insurrection, civil strife or
armed hostilities) or (b) other losses (excluding a bankruptcy or insolvency of
State Street London Ltd. not caused by political risk) due to Acts of God,
nuclear incident or other losses under
-4-
<PAGE>
circumstances where the Custodian and State Street London Ltd. have exercised
reasonable care.
11. Reimbursement for Advances
--------------------------
If a Portfolio requires the Custodian to advance cash or securities
for any purpose including the purchase or sale of foreign exchange or of
contracts for foreign exchange, or in the event that the Custodian or its
nominee shall incur or be assessed any taxes, charges, expenses, assessments,
claims or liabilities in connection with the performance of this Contract,
except such as may arise from its or its nominee's own negligent action,
negligent failure to act or willful misconduct, any property at any time held
for the account of a Portfolio shall be security therefor and should the Fund
fail to repay the Custodian promptly, the Custodian shall be entitled to utilize
available cash and to dispose of that Portfolio's assets to the extent necessary
to obtain reimbursement. The Custodian hereby expressly grants to the Fund,
acting on behalf of a Portfolio, a Right of First Refusal in connection with
such reimbursement, as follows:
Prior to any sale by the Custodian of a Portfolio's assets pursuant to
this section, the Custodian will notify the Fund of the proposed sale. Upon
receipt of such notice, the Fund will have one business day in which to notify
the Custodian (which notice may be given by telephone) that the Fund elects to
promptly remit to the Custodian the amount of cash necessary to reimburse the
Custodian for its advancement of cash and/or securities. In the event the Fund
so elects, the Custodian shall suspend its proposed sale of the Fund's property
for one additional business day. If at the close of business on such additional
business day, the Fund has failed to remit to the Custodian the amount of cash
necessary for reimbursement, this Right of First Refusal shall terminate and
the Custodian shall be authorized to effect such sale, at public auction or
private sale, without advertising the same and without notice to the Fund, and
without prior tender demand or call upon the Fund. The Fund will remain liable
for and shall pay to the Custodian the amount of any deficiency resulting from
any transaction described above.
12. Monitoring Responsibilities
---------------------------
The Custodian shall furnish annually to the Fund, during the month of
June, information concerning the foreign sub-custodians employed by the
Custodian. Such information shall be similar in kind and scope to that furnished
to the Board of Directors of the Fund in connection with the initial approval of
this amendment to the Custodian Contract. In addition, the Custodian will
promptly inform the Fund in the event that the Custodian learns of a material
adverse change in the financial condition of a foreign sub-custodian or any
<PAGE>
material loss of the assets of the Fund or in the case of any foreign
sub-custodian not the subject of an exemptive order from the Securities and
Exchange Commission is notified by such foreign sub-custodian that there
appears to be a substantial likelihood that its shareholders' equity will
decline below $200 million (U.S. dollars or the equivalent thereof) or that its
shareholders' equity has declined below $200 million (in each case computed in
accordance with generally accepted U.S. accounting principles).
13. Branches of U.S. Banks
(a) Except as otherwise set forth in this amendment to the
Custodian Contract, the provisions hereof shall not apply where the custody of
a Portfolio's assets is maintained in a foreign branch of a banking institution
which is a "bank" as defined by Section 2(a)(5) of the Investment Company Act
of 1940 meeting the qualification set forth in Section 26(a) of said Act. The
appointment of any such branch as a sub-custodian shall be governed by
paragraph 1 of the Custodian Contract.
(b) Cash held for a Portfolio in the United Kingdom shall be
maintained in an interest bearing account established for the Portfolio with
the Custodian's London Branch, which account shall be subject to the direction
of the Custodian, State Street London Ltd. or both.
-6-
<PAGE>
14. Applicability of Custodian Contract
-----------------------------------
Except as specifically superseded or modified herein, the terms and
provisions of the Custodian Contract shall continue to apply with full force and
effect.
IN WITNESS WHEREOF, each of the parties has caused this instrument to
be executed in its name and behalf by its duly authorized representative and
its seal to be hereunder affixed as of the 3rd day of March, 1989.
METROPOLITAN SERIES FUND, INC.
ATTEST:
/s/ Christopher P. Nicholas By: /s/ Jeffrey Hodgman
- ---------------------------- ------------------------
(Title) Secretary (Title) President
STATE STREET BANK AND TRUST COMPANY
ATTEST:
/s/ By: /s/
- ----------------------- ------------------------
Assistant Secretary Vice President
-7-
<PAGE>
Schedule A
----------
The following foreign banking institutions and foreign securities
depositories have been approved by the Board of Directors of the Metropolitan
Series Fund, Inc. for use as sub-custodians for the Fund's securities and other
assets.
ANZ Banking Group Ltd. (Australia)
Canada Trust Company
Credit Commercial De France (France)
Berliner Handels Und Frankfurter Bank (Germany)
Sumitomo Trust & Banking Company Limited (Japan)
Bank Mees & Hope, N.V. (Netherlands)
State Street London Limited (United Kingdom)
State Street Bank and Trust Company (United States)
<PAGE>
EXHIBIT 8(d)
AMENDMENT
---------
The Custodian Contract dated December 31, 1986 between Metropolitan
Series Fund, Inc. (the "Fund") and State Street Bank and Trust Company (the
"Custodian") is hereby amended as follows:
I. Section 2.1 is amended to read as follows:
"Holding Securities. The Custodian shall hold and physically segregate
------------------
for the account of each Portfolio all non-cash property, including all
securities owned by the Fund and allocable to such Portfolio, other than (a)
securities which are maintained pursuant to Section 2.12 in a clearing agency
which acts as a securities depository or in a book-entry system authorized by
the U.S. Department of the Treasury, collectively referred to herein as
"Securities System" and (b) commercial paper of an issuer for which State
Street Bank and Trust Company acts as issuing and paying agent ("Direct Paper")
which is deposited and/or maintained in the Direct Paper System of the
Custodian pursuant to Section 2.12.A."
II. Section 2.2 is amended to read, in relevant part as
follows:
"Delivery of Securities. The Custodian shall release and deliver
----------------------
securities of a Portfolio owned by the Fund held by the Custodian or in a
Securities System account of the Custodian or in the Custodian's Direct Paper
book entry system account
<PAGE>
account ("Direct Paper System Account") only upon receipt of Proper
Instructions,
which may be continuing instructions when deemed appropriate by
the parties, and only in the following cases:
1) . . . .
.
.
.
15) . . . ."
III. Section 2.8(l) is amended to read in relevant part as
follows:
"Payment of Fund Monies. Upon receipt of Proper Instructions, which may
----------------------
be continuing instructions when deemed appropriate by the parties, the
Custodian shall pay out monies of the Fund in the following cases only:
1) Upon the purchase of securities, options, futures contracts or
options on futures contracts for the account of such Portfolio but
only (a) against the delivery of such securities or evidence of
title to such options, futures contracts or options on futures
contracts, to the Custodian (or any bank, banking firm or trust
company doing business in the United States or abroad which is
-2-
<PAGE>
qualified under the Investment Company Act of 1940, as amended,
to act as a custodian and has been designated by the Custodian as
its agent for this purpose) registered in the name of a nominee
of the Fund or in the name of a nominee of the Custodian referred
to in Section 2.3 hereof or in proper form for transfer; (b) in
the case of a purchase effected through a Securities System, in
accordance with the conditions set forth in Section 2.12 hereof
or (c) in the case of a purchase involving the Direct Paper
System, in accordance with the conditions set forth in Section
2.12A; or (d) in the case of repurchase agreements entered into
between the Fund on behalf of a Portfolio and the Custodian, or
another bank, or a broker-dealer which is a member of NASD, (i)
against delivery of the securities either in certificate form or
through an entry crediting the Custodian's account at the Federal
Reserve Bank with such securities or (ii) against delivery of the
receipt evidencing purchase on behalf of such Portfolio of
securities owned by the Custodian along with written evidence of
the agreement by the Custodian to repurchase such securities from
such Portfolio;"
-3-
<PAGE>
IV. Following Section 2.12, there is inserted a new Section 2.12.A to
read as follows:
2.12.A "Fund Assets Held in the Custodian's Direct Paper System. The
-------------------------------------------------------
Custodian may deposit and/or maintain securities owned by the Fund in the
Direct Paper System of the Custodian subject to the following provisions:
1) No transaction relating to securities in the Direct Paper System
will be effected in the absence of Proper Instructions;
2) The Custodian may keep securities of the Fund in the Direct Paper
System only if such securities are represented in an account
("Account") of the Custodian in the Direct Paper System which
shall not include any assets of the Custodian other than assets
held as a fiduciary, custodian or otherwise for customers
3) The records of the Custodian with respect to securities of the
Fund which are maintained in the Direct Paper System shall
identify by book-entry those securities belonging to the Fund;
4) The Custodian shall pay for securities purchased for the account
of the Fund upon the making of an
-4-
<PAGE>
entry on the records of the Custodian to reflect such payment and
transfer of securities to the account of the Fund. The Custodian
shall transfer securities sold for the account of the Fund upon
the making of an entry on the records of the Custodian to reflect
such transfer and receipt of payment for the account of the Fund;
5) The Custodian shall furnish the Fund confirmation of each
transfer to or from the account of the Fund, in the form of a
written advice or notice, of Direct Paper on the next business
day following such transfer and shall furnish to the Fund copies
of daily transaction sheets reflecting each day's transaction in
the Securities System for the account of the Fund;
6) The Custodian shall provide the Fund with any report on its
system of internal accounting control as the Fund may reasonably
request from time to time."
V. Section 9 is hereby amended to read as follows:
"Effective Period, Termination and Amendment
-------------------------------------------
This Contract shall become effective as of its execution, shall
continue in full force and effect until
-5-
<PAGE>
terminated as hereinafter provided, may be amended at any time by mutual
agreement of the parties hereto and may be terminated without penalty by either
party by an instrument in writing delivered or mailed, postage prepaid to the
other party, such termination to take effect not sooner than thirty (30) days
after the date of such delivery or mailing; provided, however that the
--------
Custodian shall not act under Section 2.12 hereof in the absence of receipt of
an initial certificate of the Secretary or an Assistant Secretary that the
Board of Directors of the Fund has approved the initial use of a particular
Securities System and the receipt of an annual certificate of the Secretary or
an Assistant Secretary that the Board of Directors has reviewed the use by the
Fund of such Securities System, as required in each case by Rule 17f-4 under
the Investment Company Act of 1940, as amended and that the Custodian shall not
act under Section 2.12.A hereof in the absence of receipt of an initial
certificate of the Secretary or an Assistant Secretary that the Board of
Directors has approved the initial use of the Direct Paper System and the
receipt of an annual certificate of the Secretary or an Assistant Secretary
that the Board of Directors has reviewed the use by the Fund of the Direct
Paper System; provided further, however, that the Fund shall not amend or
-------- -------
terminate this Contract in contravention of any applicable federal or state
regulations, or any provision of the Fund's Articles of Incorporation, and
further provided, that the Fund may at any time by action of its Board of
Directors (i) substitute another bank or trust company for the
-6-
<PAGE>
Custodian by giving notice as described above to the Custodian, or (ii)
immediately terminate this Contract in the event of the appointment of a
conservator or receiver for the Custodian by the upon the happening of a like
event at the direction of an appropriate regulatory agency or court of competent
jurisdiction.
Upon termination of the Contract, the Fund shall pay to the Custodian
such compensation as may be due as of the date of such termination and shall
likewise reimburse the Custodian for its costs, expenses and disbursements.
Also, upon termination of this Contract, the Custodian shall promptly return to
the Fund, or the Fund's designee, all records relating to the Custodian's
activities and obligations under the Contract required to be prepared and
maintained by the Custodian under this Contract."
Except as otherwise expressly amended and modified herein, the
provisions of,the Custodian Contract shall remain in full force and effect.
-7-
<PAGE>
IN WITNESS WHEREOF, each of the parties hereto has caused this
Amendment to be executed in its name and on its behalf by its duly authorized
representatives and Its Seal to be hereto affixed as of the 24th day of April,
1989.
ATTEST: METROPOLITAN SERIES FUND, INC.
/s/ Christopher P. Nicholas By: /s/ Jeffrey J. Hodgman
- ---------------------------- ---------------------------
Secretary President
ATTEST: STATE STREET BANK AND TRUST COMPANY
By: /s/
- -------------------- ----------------------------
Assistant Secretary Vice President
<PAGE>
EXHIBIT 9(a)
TRANSFER AGENCY AND SERVICE AGREEMENT
between
METROPOLITAN SERIES FUND
and
STATE STREET BANK AND TRUST COMPANY
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
Article 1 Terms of Appointment; Duties of the Bank.... l
Article 2 Fees and Espenses........................... 5
Article 3 Representations and Warranties of the Bank.. 5
Article 4 Representatlons and Warranties of the Fund.. 6
Article 5 Indemnification............................. 7
Article 6 Covenants of the Fund and the Bank.......... 10
Article 7 Termination of Agreement.................... ll
Article 8 Additional Portfolios....................... ll
Article 9 Assignment.................................. 12
Article 10 Amendment................................... 12
Article 11 Massachusetts Law to Apply.................. 12
Article 12 Merger of Agreement......................... 13
</TABLE>
<PAGE>
TRANSFER AGENCY AND SERVICE AGREEMENT
-------------------------------------
AGREEMENT made as of the 29th day of April , 1987, by and between
METROPOLITAN SERIES FUND, a Maryland corporation, having its principal office
and place of business at One Madison Avenue, New York, New York 10010 (the
"Fund"), and STATE STREET BANK AND TRUST COMPANY, a Massachusetts corporation
having its principal office and place of business at 225 Franklin Street,
Boston, Massachusetts 02110 (the "Bank").
WHEREAS, the Fund desires to appoint the Bank as its transfer agent,
dividend disbursing agent and agent in connection with certain other activities,
and the Bank desires to accept such appointment;
WHEREAS, the Fund is authorized to issue shares in separate series,
with each such series representing interests in a separate portfolio of
securities and other assets; and
WHEREAS, the Fund intends to offer Shares in five series, the
Discretionary, Growth, GNMA, Income, and Money Market series (such series,
together with all other series subsequently established by the Fund and made
subject to this Agreement in accordance with Article 8, being herein referred to
as the "Portfolio's");
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:
Article 1 Terms of Appointment; Duties of the Bank
----------------------------------------
1.01 Subject to the terms and conditions set forth in this Agreement,
the Fund hereby employs and appoints the Bank to
<PAGE>
act as, and the Bank agrees to act as its transfer agent for the Fund's
authorized and issued shares of its beneficial interest ("Shares") dividend
disbursing agent and agent in connection with any accumulation, open-account or
similar plans provided to the shareholders of the Fund ("Shareholders") and set
out in the currently effective prospectus and statement of additional
information ("prospectus") of the Fund, including without limitation any
periodic investment plan or periodic withdrawal program.
1.02 The Bank agrees that it will perform the following services:
(a) In accordance with procedures established from time to time by
agreement between the Fund and the Bank, the Bank shall:
(i) Receive for acceptance, orders for the purchase of Shares, and
promptly deliver payment and appropriate documentation therefor to the
Custodian of the Fund authorized pursuant to the Articles of
Incorporation of the Fund (the "Custodian");
(ii) Pursuant to purchase orders, issue the appropriate number of
Shares and hold such Shares in the appropriate Shareholder account;
(iii) Receive for acceptance redemption requests and redemption
directions and deliver the appropriate documentation therefor to the
Custodian;
-2-
<PAGE>
(iv) At the appropriate time as and when it receives monies paid to it
by the Custodian with respect to any redemption, pay over or cause to
be paid over in the appropriate manner such monies as instructed by
the redeeming Shareholders;
(v) Effect transfers of Shares by the registered owners thereof upon
receipt of appropriate instructions;
(vi) Prepare and transmit payments for dividends and distributions
declared by the Fund; and
(vii) Maintain records of account for and advise the Fund and its
Shareholders as to the foregoing; and
(viii) Record the issuance of shares of the Fund and maintain pursuant
to SEC Rule 17Ad-10(e) a record of the total number of shares of the
Fund which are authorized, based upon data provided to it by the Fund,
and issued and outstanding. Bank shall also provide the Fund on a
regular basis with the total number of shares which are authorized and
issued and outstanding and shall have no obligation, when recording
the issuance of shares, to monitor the issuance of such shares or to
take cognizance of any laws relating to the issue or sale of such
shares, which functions shall be the sole responsibility of the Fund.
(b) In addition to and not in lieu of the services set forth in the
above paragraph (a), the Bank shall (i)
-3-
<PAGE>
perform all of the customary services of a transfer agent, dividend disbursing
agent and, as relevant, agent in connection with accumulation, open-account or
similar plans (including without limitation any periodic investment plan or
periodic withdrawal program), including but not limited to: maintaining all
Shareholder accounts, preparing Shareholder meeting lists, mailing proxies,
receiving and tabulating proxies, mailing Shareholder reports and prospectuses
to current Shareholders, withholding taxes on non-resident alien accounts,
preparing and filing U.S. Treasury Department Forms 1099 and other appropriate
forms required with respect to dividends and distributions by federal
authorities for all Shareholders, preparing and mailing confirmation forms and
statements of account to Shareholders for all purchases and redemptions of
Shares and other confirmable transactions in Shareholder accounts, preparing and
mailing activity statements for Shareholders, and providing Shareholder account
information and (ii) provide a system which will enable the Fund to monitor the
total number of Shares sold in each State. The Fund shall (i) identify to the
Bank in writing those transactions and assets to be treated as exempt from blue
sky reporting for each State and (ii) verify the establishment of ,
transactions for each State on the system prior to activation and thereafter
monitor the daily activity for each State. The responsibility of the Bank for
the Fund's blue sky State registration status is solely limited to the Initial
establishment of transactions subject to blue sky compliance by the Fund and the
reporting of such transactions to the Fund as provided above.
-4-
<PAGE>
Procedures applicable to certain of these services may be established
from time to time by agreement between the Fund and the Bank.
Article 2 Fees and Expenses
-----------------
2.01 For performance by the Bank pursuant to this Agreement, the Fund
agrees to pay the Bank an annual maintenance fee for each Shareholder account as
set out in the initial fee schedule attached hereto. Such fees and out-of-pocket
expenses (and advances identified under Section 2.02 below may be changed from
time to time subject to mutual written agreement between the Fund and the Bank.
2.02 In addition to the fee paid under Section 2.01 above, the Fund
agrees to reimburse the Bank for out-of-pocket expenses or advances incurred by
the Bank for the items set out in the fee schedule attached hereto. In addition,
any other expenses incurred by the Bank at the request or with the consent of
the Fund, will be reimbursed by the Fund.
2.03 The Fund agrees to pay all fees and reimbursable expenses within
five days following the mailing of the respective billing notice. Postage for
mailing of dividends, proxies, Fund reports and other mailings to all
shareholder accounts shall be advanced to the Bank by the Fund at least seven
(7) days prior to the mailing date of such materials.
Article 3 Representations and Warranties of the Bank
------------------------------------------
The Bank represents and warrants to the Fund that:
3.01 It is a corporation duly organized and existing and in good
standing under the laws of The Commonwealth of Massachusetts.
-5-
<PAGE>
3.02 It is duly qualified to carry on its business in The Commonwealth
of Massachusetts.
3.03 It is empowered under applicable laws including but not limited
to the Federal Securities laws, and by its charter and by-laws to enter into and
perform this Agreement.
3.04 All requisite corporate proceedings have been taken to authorize
it to enter into and perform this Agreement.
3.05 It has and will continue to have access to the necessary
facilities, equipment and personnel to perform its duties and obligations under
this Agreement.
Article 4 Representations and Warranties of the Fund
------------------------------------------
The Fund represents and warrants to the Bank that;
4.01 It is a corporation duly organized and existing and in good
standing under the laws of Maryland.
4.02 It is empowered under applicable laws and by its Articles of
Incorporation and By-Laws to enter into and perform this Agreement.
4.03 All corporate proceedings required by said Articles of
Incorporation and By-Laws have been taken to authorize it to enter into and
perform this Agreement.
4.04 It is an open-end and diversified management investment company
registered under the Investment Company Act of 1940.
4.05 A registration statement under the Securities Act of 1933 is
currently effective and will remain effective, and appropriate state securities
law filings have been made and will continue to be made, with respect to all
Shares of the Fund being offered for sale.
-6-
<PAGE>
Article 5. Indemnification
---------------
5.01 The Bank shall not be responsible for, and the Fund shall
indemnify and hold the Bank harmless from and against, any and all losses,
damages, costs, charges, counsel fees, payments, expenses and liability arising
out of or attributable to:
(a) All actions of the Bank or its agent or subcontractors required to
be taken pursuant to this Agreement, provided that such actions are taken in
good faith and without negligence or willful misconduct.
(b) The Fund's refusal or failure to comply with the terms of this
Agreement, or which arise out of the Fund's lack of good faith, negligence or
willful misconduct or which arise out of the breach of any representation or
warranty of the Fund hereunder.
(c) The reliance on or use by the Bank or its agents or subcontractors
of information, records and documents which (i) are received by the Bank or its
agents or subcontractors and furnished to it by or on behalf of the Fund, and
(ii) have been prepared and/or maintained by the Fund or any other person or
firm on behalf of the Fund.
(d) The reliance on, or the carrying out by the Bank or its agents or
subcontractors of any instructions or requests of the Fund.
(e) The offer or sale of Shares in violation of any requirement
under the federal securities laws or regulations or the securities laws or
regulations of any state that such Shares
-7-
<PAGE>
be registered in such state or in violation of any stop order or other
determination or ruling by any federal agency or any state with respect to the
offer or sale of such Shares in such state.
5.02 The Bank shall indemnify and hold the Fund harmless from and
against any and all losses, damages, costs, charges, counsel fees, payments,
expenses and liability arising out of or attributable to any action or failure
or omission to act by the Bank or its agents or subcontractors as a result of
the Bank's or its agent's or subcontractor's lack of good faith, negligence or
willful misconduct.
5.03 At any time the Bank may apply to any officer of the Fund for
instructions, and may consult with legal counsel with respect to any matter
arising in connection with the services to be performed by the Bank under this
Agreement, and the Bank and its agents or subcontractors shall not be liable and
shall be indemnified by the Fund for any action taken or omitted by it in
reliance upon such instructions or upon the opinion of such counsel. The Bank,
its agents and subcontractors shall be protected and indemnified in acting upon
any paper or document furnished by or on behalf of the Fund, reasonably believed
to be genuine and to have been signed by the proper person or persons, or upon
any instruction, information, data, records or documents provided the Bank or
its agents or subcontractors by machine readable input, telex, CRT data entry or
other similar means authorized by the Fund, and shall not be held to have notice
of any change of authority of any person, until receipt of written notice
thereof from the Fund. The Bank, its agents and
-8-
<PAGE>
subcontractors shall also be protected and indemnified in recognizing stock
certificates which are reasonably believed to bear the proper manual or
facsimile signatures of the officers of the Fund, and the proper
countersignature of any former transfer agent or registrar, or of a co-transfer
agent or co-registrar.
5.04 In the event either party is unable to perform its obligations
under the terms of this Agreement because of acts of God, strikes, equipment or
transmission failure or damage reasonably beyond its control, or other causes
reasonably beyond its control, such party shall not be liable for damages to the
other for any damages resulting from such failure to perform or otherwise from
such causes. Both parties shall use their best effort to minimize the likelihood
and effects of such causes.
5.05 Neither party to this Agreement shall be liable to the other
party for consequential damages under any provision of this Agreement or for any
act or failure to act hereunder.
5.06 In order that the indemnification provisions contained in this
Article 5 shall apply, upon the assertion of a claim for which either party may
be required to indemnify the other, the party seeking indemnification shall
promptly notify the other party of such assertion, and shall keep the other
party advised with respect to all developments concerning such claim. The party
who may be required to indemnify shall have the option to participate with the
party seeking indemnification in the defense of such claim. The party seeking
indemnification shall in no case confess any claim or make any compromise in any
case in which the other party may be required to indemnify it except with the
other party's prior written consent.
-9-
<PAGE>
Article 6 Covenants of the Fund and the Bank
----------------------------------
6.01 The Fund shall promptly furnish to the Bank the following:
(a) A certified copy of the resolution of the Board of Directors of
the Fund authorizing the appointment of the Bank and the execution and delivery
of this Agreement.
(b) A copy of the Articles of Incorporation and By-Laws of the Fund
and all amendments thereto.
6.02 The Bank hereby agrees to establish and maintain facilities and
procedures reasonably acceptable to the Fund for safekeeping of stock
certificates, check forms and facsimile signature imprinting devices, if any;
and for the preparation or use, ant for keeping account of, such certificates,
forms and devices.
6.03 The Bank shall keep records relating to the services to be
performed hereunder, in the form and manner as it may deem advisable. To the
extent required by Section 31 of the Investment Company Act of 1940, as amended,
and the Rules thereunder, the Bank agrees that all such records prepared or
maintained by the Bank relating to the services to be performed by the Bank
hereunder are the property of the Fund and will be to preserved, maintained and
made available in accordance with such Section and Rules, and will be
surrendered promptly to the Fund on and in accordance with its request.
6.04 The Bank and the Fund agree that all books, records, information
and data pertaining to the business of the other party which are exchanged or
received pursuant to the
-10-
<PAGE>
negotiation or the carrying out of this Agreement shall remain confidential, and
shall not be voluntarily disclosed to any other person, except as may be
required by law.
6.05 In case of any requests or demands for the inspection of the
Shareholder records of the Fund, the Bank will endeavor to notify the Fund and
to secure instructions from an authorized officer of the Fund as to such
inspection. The Bank reserves the right, however, to exhibit the Shareholder
records to any person whenever it is advised by its counsel that it may be held
liable for the failure to exhibit the Shareholder records to such person.
Article 7 Termination of Agreement
------------------------
7.01 This Agreement may be terminated by either party upon one hundred
twenty (120) days written notice to the other.
7.02 Should the Fund exercise its right to terminate, all out-of-
pocket expenses associated with the movement of records and material will be
borne by the Fund. Additionally, the Bank reserves the right to charge for any
other reasonable expenses associated with such termination and/or a charge
equivalent to the average of three (3) months' fees.
Article 8 Additional Portfolios
---------------------
8.01 In the event that the Fund establishes one or more series of
Shares in addition to Discretionary, Growth, GNMA, Income, and Money Market
series with respect to which it desires to have State Street render services as
transfer agent under the terms hereof, it shall so notify State Street in
writing, and if State Street agrees in writing to provide such services, such
series of Shares shall become a Portfolio hereunder.
-11-
<PAGE>
Article 9 Assignment
----------
9.01 Except as provided in Section 9.03 below, neither this Agreement
nor any rights or obligations hereunder may be assigned by either party without
the written consent of the other party.
9.02 This Agreement shall inure to the benefit of and be binding upon
the parties and their respective permitted successors and assigns.
9.03 The Bank may, without further consent on the part of the Fund,
subcontract for the performance hereof with (i) Boston Financial Data Services,
Inc., a Massachusetts corporation ("BFDS") which is duly registered as a
transfer agent pursuant to Section 17A(c)(1) of the Securities Exchange Act of
1934 ("Section 17A(c)(1)"), or (ii) a BFDS subsidiary duly registered as a
transfer agent pursuant to Section 17A(c)(1); provided, however, that the Bank
shall be as fully responsible to the Fund for the acts and omissions of any
subcontractor as it is for its own acts and omissions.
Article 10 Amendment
---------
10.01 This Agreement may be amended or modified by a written agreement
executed by both parties and authorized or approved by a resolution of the Board
of Directors of the Fund.
Article 11 Massachusetts Law to Apply
--------------------------
11.01 This Agreement shall be construed and the provisions thereof
interpreted under, and in accordance with the laws of The Commonwealth of
Massachusetts.
-12-
<PAGE>
Article 12 Merger of Agreement
-------------------
12.01 This Agreement constitutes the entire agreement between the
parties hereto and supersedes any prior agreement with respect to the subject
matter hereof whether oral or written.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed in their names and on their behalf under their seals by and through
their duly authorized officers, as of the day and year first above written.
METROPOLITAN SERIES FUND
BY: /s/ Jeffrey J. Hodgman
____________________________
ATTEST:
/s/ Christopher P. Nicholas
_______________________________
Secretary
STATE STREET BANK AND TRUST COMPANY
By: /s/
_____________________________
Vice President
ATTEST:
/s/
_______________________________
Assistant Secretary
-13-
<PAGE>
EXHIBIT 9(b)
AGREEMENT
---------
AGREEMENT effective as of the ___ day of ___________, 1983, by and
between Metropolitan Life Insurance Company (hereinafter called "Metropolitan"),
a mutual life insurance company organized and existing under the laws of the
State of New York, with its principal place of business at One Madison Avenue,
New York, New York, and Metropolitan Series Fund, Inc. (hereinafter called
"Subsidiary"), a corporation organized at the instance of Metropolitan and
existing under the laws of the State of Maryland.
RECITALS
Subsidiary is wholly-owned by a wholly-owned subsidiary of Metropolitan.
Since 1868, Metropolitan has conducted its business under its corporate name
"Metropolitan Life Insurance Company" and the names "Metropolitan Life" and
"Metropolitan", all hereinafter sometimes collectively referred to as the "Trade
Names". The Trade Names and abbreviations thereof have come to and do indentify
Metropolitan in the mind of the public and Metropolitan's rights in and to the
Trade Names have been recognized in judicial decisions.
Metropolitan has adopted and is presently using in connection with its
advertising, promotional and other material, service marks (hereinafter called
the "Marks", copies of which indentified as Exhibits A and B are annexed hereto
and made a part hereof). Subsidiary acknowledges that the Trade Names and the
Marks when used either separately or in conjunction, represent to Metropolitan
good will of incalculable value and that Metropolitan possesses exclusive rights
to the Trade Names and the Marks as used in its business operations.
Subsidiary desires permission (i) to use the word "Metropolitan" as part
of its corporate name in the following manner: "Metropolitan Series Fund, Inc.",
(ii) to identify itself as a subsidiary of Metropolitan, and (iii) to use the
Marks either alone or in conjunction with one or more of the Trade Names in
connection with the conduct of the Subsidiary's business and affairs.
In view of the relationship between Metropolitan and the Subsidiary, and
Metropolitan's ultimate ability to protect its Trade Names and the Marks and the
good will
<PAGE>
associated therewith, Metropolitan is willing to grant such permission to the
Subsidiary on the conditions set out herein.
In consideration of the mutual promises set forth in this Agreement,
and other good and valuable consideration, the parties have agreed as follows:
1. Metropolitan hereby grants to Subsidiary on a royalty-free, non-
exclusive and non-transferable basis, permission, subject to the terms and
conditions hereinafter set forth, (i) to use the word "Metropolitan" as part of
Subsidiary's corporate name in the style "Metropolitan Series Fund, Inc.", (ii)
to identify itself as a subsidiary of Metropolitan, and (iii) to use the Marks
either alone or in conjunction with one or more of the Trade Names (and
abbreviations and derivatives thereof), all in connection with the conduct of
Subsidiary's lawful business and affairs. In the event that Metropolitan
develops any new or additional trade names, trademarks, service marks, slogans
or symbols not identified herein, it may at its option, extend permission, in
writing, to Subsidiary to use the same on a non-exclusive, non-transferable and
royalty-free basis, pursuant to the same terms and conditions as are contained
in this Agreement.
2. Subsidiary agrees that, at all times any of the permission granted to
it hereunder is in effect, it shall conduct is business in a lawful and ethical
manner so as to avoid any disparagement of Metropolitan's name or damage to
Metropolitan's reputation and good will.
3. Subsidiary agrees that it shall not use and shall not permit or
suffer others in its control to use any identification with Metropolitan, the
Trade Names or the Marks, in contravention of any general or specific rules,
regulations, standards, guidelines and directions governing such use which
Subsidiary agrees Metropolitan may establish and amend from time to time in its
absolute discretion. Without limitation of the foregoing, such rules and
regulations may require Subsidiary to identify itself as a subsidiary of
Metropolitan.
4. Metropolitan shall have, at all times and from time to time, the
absolute right to terminate, in whole or in part, the permission granted by this
Agreement. Metropolitan shall give reasonable advance notice (which under no
circumstances need be more than six months) of any such termination, provided
Metropolitan shall not be required to give any advance notice whatsoever if (i)
it believes in good faith that Subsidiary has breached this Agreement, (ii) if
in the opinion of Metropolitan's General Counsel (or any
-2-
<PAGE>
attorney designated by him), the continued use by Subsidiary of a corporate name
containing the word "Metropolitan", any identification with Metropolitan or the
use of the Trade Names, Marks or the use of the Marks and Trade Names together
might subject Metropolitan to any substantial disadvantage, or (iii) if there is
a change in the relationship between the parties.
5. Subsidiary agrees to cooperate fully with Metropolitan to protect
Metropolitan's rights in and to the Trade Names and the Marks, and further
agrees to do any and all things reasonably requested by Metropolitan in
connection therewith. Metropolitan agrees to cooperate fully with Subsidiary to
assure that Subsidiary will have and fully enjoy the rights granted to it under
this Agreement, in accordance with and subject to its terms. Without limitation
of the foregoing, Metropolitan and Subsidiary agree to assist each other in the
event of any litigation brought by or against third parties relating to the
Trade Names or the Marks, and to share legal expenses in an appropriate manner.
6. Notice of termination of the whole or any portion of the permission
granted hereunder shall be in writing and sent or delivered to Subsidiary at is
principal place of business. Termination of such permission shall be effective
as of the date designated by Metropolitan in the notice, or if no date is
designated, six months from its receipt by Subsidiary. If the permission granted
hereunder is withdrawn, in whole or in part, Subsidiary shall cease using the
Marks, and/or the identification with Metropolitan, as appropriate, in
connection with the conduct of Subsidiary's business and affairs, as of the
effective date of termination and immediately upon receipt of notice of
termination shall take all necessary and appropriate steps to comply therewith.
Without limiting the generality of the foregoing, upon receipt of notice that
permission to use the word "Metropolitan" in Subsidiary's corporate name is
being or has been withdrawn, Subsidiary shall take immediate steps to effect a
change in its name as of the effective date of such notice; however, in
communications with regulatory authorities, existing shareholders and employees,
Subsidiary shall be allowed to identify itself in a non-prominent manner as
"formerly known as Metropolitan Series Fund, Inc." for a period of not more than
1 year, and therefore only if and to the minimal extent required by law.
7. The failure of Metropolitan at any time to enforce any provision of
this Agreement or to exercise any right provided herein shall in no way be
construed to be a waiver of any such provision or right nor in any way to
-3-
<PAGE>
affect the validity of this agreement or any part thereof or metropolitan's
right to thereafter enforce each and every provision and to exercise each and
every right.
8. In the event Subsidiary develops any distinctive trade names,
trademarks, service marks, slogans or symbols, subsidiary agrees that
Metropolitan and any subsidiary or affiliate of Metropolitan now in existence
or hereafter created may use the same, on a royalty-free, non-exclusive and
nontransferable basis, subject to the same terms and conditions pursuant to
which Subsidiary had been granted permission to use Metropolitan's Trade Names
and Marks under this Agreement.
9. If there should be a dispute between the parties arising out of or
relating to this Agreement, such dispute may, at the option of either party, be
determined in accordance with the New York Simplified Procedure for Court
Determination of Disputes (Section 3031 et seq. of the New York Civil Practice
-- ---
Law and Rules) in the Supreme Court of the State of New York, County of New
York, and each party consents to the jurisdiction of such Court for such
purpose. Nothing herein shall affect Metropolitan's absolute rights under this
Agreement to terminate the permissions granted under this Agreement.
10. This Agreement shall be interpreted in accordance with New York law
and sets forth the full understanding of the parties with respect ot the subject
matter hereof and may not be modified or terminated (other than by its terms)
except in writing by authorized officers of each party.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
excuted by their respective proper officers, thereunto duly authorized.
Metropolitan Life Insurance Company
By
-------------------------------
Attest:
- --------------------------------
Metropolitan Series Fund, Inc.
By
------------------------------
Attest:
- ----------------------------------
-4-
<PAGE>
EXHIBIT 10(a)
[LETTER HEAD OF METROPOLITAN APPEARS HERE]
May 31, 1983
Metropolitan Series Fund, Inc.
One Madison Avenue
New York, New York 10010
Gentlemen:
We have acted as Maryland counsel for Metropolitan Series Fund, Inc.,
a Maryland corporation (the "Company"), in connection with the authorization and
issuance of shares of its Money Market Portfolio common stock, Growth Portfolio
common stock and Income Portfolio common stock (the "Common Stock").
We have examined the Company's charter, its by-laws, the Prospectus
for the Common Stock included in its Registration Statement on Form N-1,
substantially in the form in which it is to become effective (the "Prospectus"),
and have examined and relied upon such corporate records of the Company and
other documents and certificates as to factual matters as we have deemed
necessary to render the opinion expressed herein. We have assumed, without
independent verification, the genuineness of the signatures on and the
authenticity of all documents furnished to us by the Company.
Based on such examination, we are of the opinion that:
1. The Company is duly organized and validly existing as a
corporation in good standing under the laws of the State of Maryland.
2. The 3,000,000 shares of presently issued and out-standing Common
stock of the Company have been validly and legally issued and are fully paid and
non-assessable shares under the laws of the State of Maryland.
3. The balance of the shares of Common Stock of the Company to be
offered for sale pursuant to the Prospectus are authorized and unissued shares,
and when such shares have been duly sold, issued and paid for as contemplated in
the Prospectus, such shares will have been validly and legally issued and will
be fully paid and non-assessable shares of Common Stock of the
<PAGE>
Metropolitan Series Fund, Inc.
May 31, 1983
Page TWO
Company under the laws of the State of Maryland.
This letter expresses our opinion as to the Maryland General
Corporation Law governing matters such as due incorporation and the
authorization and issuance of stock, but does not extend to the securities or
"Blue Sky" laws of Maryland or to federal securities or other laws.
We consent to the filing of this opinion with the Securities and
Exchange Commission as an Exhibit to the Registration Statement and to the use
of our name under the caption "Legal Matters" in the Prospectus included
therein. In giving this consent, we do not admit that we are within the category
of persons whose consent is required under Section 7 of the Securities Act of
1933 or the rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/ Venable, Baetjer and Howard
<PAGE>
EXHIBIT 10(b)
[Letterhead FREEDMAN, LEVY, KROLL & SIMONDS]
June 11, 1986
Metropolitan Series Fund, Inc.
One Madison Avenue
New York, New York 10010
Gentlemen:
This opinion is given in connection with the filing by Metropolitan Series
Fund, Inc., a Maryland corporation, (the "Fund") of a Post-Effective Amendment
to its Registration Statement on Form N-1A (File Nos. 2-80751 and 811-3618; the
"Registration Statement") with the Securities and Exchange Commission (the
"SEC") under the Securities Act of 1933 (the "1933 Act") and the Investment
Company Act of 1940 (the "1940 Act"), adding an indefinite amount of its one
billion authorized shares of capital stock, par value $.01 per share, relating
to two new, separate series (i.e. the Discretionary Portfolio common stock and
the GNMA Portfolio common stock), each currently consisting of 1C0 million
shares. The Fund's 100 million authorized shares of capital stock related to
each of these two series of common stock are hereinafter referred to as the
"Shares."
We have examined the Fund's Articles of Incorporation, as amended, and
Articles Supplementary; its By-Laws; its Board of Directors resolutions, dated
May 12, 1986, and July 19, 1984, authorizing the creation of the GNMA Portfolio
and the Discretionary Portfolio, respectively, and the issuance of the Shares;
the Notification of Registration on Form N-8A filed with the SEC under the 1940
Act on December 6, 1982; the Registration Statement as originally filed with the
SEC under the 1933 Act and 1940 ACt on the same date; Pre-Effective Amendment
No. 1 to the Registration Statement under the 1933 Act and Amendment No. 1 to
the Registration Statement under the 1940 Act, as filed with the SEC on June 6,
1983; Pre-Effective Amendment No. 2 to the Registration Statement under the 1933
Act and Amendment No. 2 to the Registration Statement under the 1940 Act, as
filed with the SEC on June 23, 1983 and as declared effective under the 1933 Act
on June 24, 1983; Post-Effective Amendment No. 1 to the Registration Statement
under the 1933 Act and Amendment No. 3 to the Registration Statement under the
1940 Act, as filed with the SEC on March 15, 1984; Post-Effective Amendment No.
2 to the Registration Statement under the 1933 Act and Amendment No. 4 to the
Registration Statement under the 1940 Act, as filed with the SEC on March 1,
1985; Post-Effective Amendment No. 3 to
<PAGE>
- 2 -
the Registration Statement under the 1933 Act and Amendment No. 5 to the
Registration Statement under the 1940 Act, as filed with the SEC on April 17,
1985; Post-Effective Amendment No. 4 to the Registration Statement under the
1933 Act and Amendment No. 6 to the Registration Statement under the 1940 Act,
as filed with the SEC on April 26, 1995; Post-Effective Amendment No. 5 to the
Registration Statement under the 1933 Act and Amendment No. 7 to the
Registration Statement under the 1940 Act, as filed with the SEC on April 24,
1986; the form of Post-Effective amendment No. 6 to the Registration Statement
under the 1933 Act and Amendment No. 8 to the Registration Statement under the
1940 Act substantially in the form in which the former is to become effective; a
Certificate of Good Standing issued by the State of Maryland on June 6, 1986;
and such other corporate records, certificates, documents and statutes that we
have deemed relevant in order to render the opinion expressed herein.
Based on such examination, we are of the opinion that:
1. The Fund is a corporation duly organized, validly existing and in
good standing under the laws of the State of Maryland.
2. The Shares to be offered for sale by the Fund, when issued in the
manner contemplated by the Registration Statement, will be legally
issued, fully-paid and non-assessable.
We consent to the use of this opinion as Exhibit 10(b) to the
Registration Statement
Very truly yours,
/s/ Freedman, Levy, Kroll & Simonds
FREEDMAN, LEVY, KROLL & SIMONDS
/mmd
<PAGE>
Exhibit 10(c)
[ LETTERHEAD OF FREEDMAN, LEVY, KROLL & SIMONDS ]
February 25, 1988
Metropolitan Series Fund, Inc.
One Madison Avenue
New York, New York 10010
Gentlemen:
This opinion is given in connection with the filing by Metropolitan
Series Fund, Inc., a Maryland corporation, (the "Fund") of a Post-Effective
Amendment to its Registration Statement on Form N-1A (File Nos. 2-80751 and 811-
3618; the "Registration Statement") with the Securities and Exchange Commission
(the "SEC") under the Securities Act of 1933 (the "1933 Act") and the
Investment Company Act of 1940 (the "1940 Act"), adding an indefinite amount of
its one billion authorized shares of capital stock, par value $.01 per share,
relating to two new, separate series (i.e. the Aggressive Growth Portfolio
common stock and the Equity Income Portfolio common stock), each currently
consisting of 100 million shares. The Fund's 100 million authorized shares of
capital stock related to each of these two series of common stock are
hereinafter referred to as the "Shares".
We have examined the Fund's Articles of Incorporation, as amended, and
Articles Supplementary dated October 22, 1984, May 16, 1986, October 19, 1987
and February 2, 1988; its By-Laws, as amended January 27, 1988; its Board of
Directors resolutions, dated August 18, 1987 and January 27, 1988, authorizing
the creation of the Aqgressive Growth Portfolio and the Equity Income Portfolio
and the issuance of the Shares; the Notification of Registration on Form N-8A
filed with the SEC under the 1940 Act on December 6, 1982; the Registration
Statement as originally filed with the SEC under the 1933 Act and 1940 Act on
the same date and the various amendments thereto filed with the SEC; the form of
Post-Effective Amendment No. 8 to the Registration Statement under the 1933 Act
and Amendment No. 10 to the Registration Statement under the 1940 Act,
substantially in the form in which the former is to become effective; a
Certificate of Good Standing issued by the State of Maryland on February 24,
1988; and such other corporate records, certificates, documents and statutes
that we have deemed relevant in order to render the opinion expressed herein.
<PAGE>
FREEDMAN, LEVY, KROLL & SIMONDS
-2-
Based on such examination, we are of the opinion that:
1. The Fund is a corporation duly organized, validly existing and in good
standing under the laws of the State of Maryland.
2. The Shares to be offered for sale by the Fund, when issued in the manner
contemplated by the Registration Statement, will be legally issued, fully-
paid and non-assessable.
We consent to the use of this opinion as Exhibit 10(c) to the
Registration Statement.
Very truly yours,
/s/ Freedman, Levy, Kroll & Simonds
Freedman, Levy, Kroll & Simonds
<PAGE>
Exhibit 10.(d)
[LOGO] STATE STREET
METROPOLITAN SERIES FUND, INC.
STOCK INDEX PORTFOLIO
STATE STREET BANK AND TRUST COMPARY
Custodian Fee Schedule
- --------------------------------------------------------------------------------
I. Administration
--------------
Custody, Portfolio and Fund Accounting Service - Maintain custody of
----------------------------------------------
fund assets. Settle portfolio purchases and sales. Report buy and sell
fails. Determine and collect portfolio income. Make cash disbursements
and report cash transactions. Maintain investment ledgers, provide
selected portfolio transactions, position and income reports. Maintain
general ledger and capital stock accounts. Prepare daily trial balance.
Calculate net asset value daily. Provide selected general ledger
reports. Securities yield or market value quotations will be provided to
State Street by the fund.
The administration fee shown below is an annual charge, billed and
payable monthly, based on average monthly net assets.
ANNUAL FEES PER PORTFOLIO
-------------------------
A. Custody, Port-
Fund Net Assets folio & Fund Acct.
--------------- ------------------
First $20 million 1/ 15 of 1%
Next $80 million 1/ 30 of 1%
Excess 1/100 of 1%
Minimum Monthly
Charges $2,500
II. Portfolio Trades - For each line item processed
-----------------------------------------------
State Street Bank Repos $ 7.00
DTC or Fed Book Entry $12.00
New York Physical Settlements $25.00
All other trades $16.00
<PAGE>
[LOGO] STATE STREET
III. Options
-------
Option charge for each option written or
closing contract, per issue, per broker $25.00
Option expiration charge, per issue, per broker $15.00
Option exercised charge, per issue, per broker $15.00
IV. Lending of Securities
---------------------
Deliver loaned securities versus cash $20.00
collateral
Deliver loaned securities versus securities
collateral $30.00
Receive/deliver additional cash collateral $ 6.00
Substitutions of securities collateral $30.00
Deliver cash collateral versus receipt of
loaned securities $15.00
Deliver securities collateral versus receipt
of loaned securities $25.00
Loan administration -- mark-to-market per
day, per loan $ 3.00
V. Interest Rate Futures
---------------------
Transactions -- no security movement $ 8.00
VI. Coupon Bonds
------------
Monitoring for calls and processing coupons --
for each coupon issue held -- monthly charge $ 5.00
VII. Holdings Charge
---------------
For each issue maintained -- monthly charge $ 5.00
VIII. Paydown on Government Securities
--------------------------------
Per paydown $10.00
IX. Dividend Charges (For items held at the Request
----------------
of Traders over record date in street form) $50.00
<PAGE>
EXHIBIT 10(e)
[Letterhead of FREEDMAN, LEVY, KROLL & SIMONDS]
February 25 1991
Metropolitan Series Fund, Inc.
One Madison Avenue
New York, New York 10010
Gentlemen:
This opinion is given in connection with the filing by Metropolitan Series
Fund, Inc., a Maryland corporation (the "Fund"), of a Post-Effective Amendment
to its Registration Statement on Form N-1A (File Nos. 2-80751 and 811-3618; the
"Registration Statement") with the Securities and Exchange Commission (the
"SEC") under the Securities Act of 1933 (the "1933 Act") and the Investment
Company Act of 1940 (the "1940 Act"), relating to an indefinite amount of its
one billion authorized shares of capital stock, par value $.01 per share, which
includes 100 million authorized shares of the International Stock Portfolio, a
separate series of the Fund's capital stock. The Fund's 100 million authorized
shares of capital stock relating to the International Stock Portfolio are
hereinafter referred to as the "Shares."
We have examined the Fund's Articles of Incorporation, as amended, and
Articles Supplementary dated October 22, 1984, May 16, 1986, October 6, 1987,
January 27, 1988, January 25, 1990 and August 3, 1990; its By-Laws, as amended
January 27, 1988; its Board of Directors' resolutions, dated August 18, 1987,
authorizing the creation of the Global Portfolio and the issuance of the shares
of the Global Portfolio; its Board of Directors' resolutions, dated August 2,
1990, authorizing the reclassification of Global Portfolio as International
Stock Portfolio; the Notification of Registration on Form N-8A filed with the
SEC under the 1940 Act on December 6, 1982; the Registration Statement as
originally filed with the SEC under the 1933 Act and the 1940 Act on the same
date and the various amendments thereto filed with the SEC; the form of Post-
Effective Amendment No. 11 to the Registration Statement under the 1933 Act and
Amendment No. 13 to the Registration Statement under the 1940 Act, substantially
in the form in which the former is to become effective; a Certificate of Good
Standing issued by the State of Maryland on February 11, 1991; and such other
corporate records, certificates, documents and statutes that we have deemed
relevant in order to render the opinion expressed herein.
<PAGE>
2
Based on such examination, we are of the opinion that:
1. The Fund is a corporation duly organized, validly existing and in
good standing under the laws of the State of Maryland.
2. The Shares to be offered for sale by the Fund, when issued in the
manner contemplated by the Registration Statement, will be legally
issued, fully-paid and nonassessable.
We consent to the use of this opinion as Exhibit 10(e) to the Registration
Statement.
Very truly yours,
/s/ Freedman Levy, Kroll & Simonds
Freedman Levy, Kroll & Simonds
<PAGE>
EXHIBIT 11(a)
INDEPENDENT AUDITORS' CONSENT
Metropolitan Series Fund, Inc.
We consent to the use in this Post-Effective Amendment No. 17 to Registration
Statement No. 2-80751 of our report dated February 23, 1996 and to the
reference to us under the heading "General Information--Experts" appearing in
the Statement of Additional Information, which is a part of such Registration
Statement, and to the reference to us under the heading "Financial Highlights"
appearing in the Prospectus, which is also a part of such Registration
Statement.
Deloitte & Touche LLP
Denver, Colorado
April 26, 1996
<PAGE>
Exhibit 11(b)
[LETTERHEAD OF FREEDMAN, LEVY, KROLL & SIMONDS]
February 25, 1991
Metropolitan Series Fund, Inc.
One Madison Avenue
New York, New York 10010
Gentlemen:
This opinion is given in connection with the filing by Metropolitan Series
Fund, Inc., a Maryland corporation (the "Fund"), of a Post-Effective Amendment
to its Registration Statement on Form N-1A (File Nos. 2-80751 and 811-3618; the
"Registration Statement") with the Securities and Exchange Commission (the
"SEC") under the Securities Act of 1933 (the "1933 Act") and the Investment
Company Act of 1940 (the "1940 Act"), relating to an indefinite amount of its
one billion authorized shares of capital stock, par value $.01 per share, which
includes 100 million authorized shares of the International Stock Portfolio, a
separate series of the Fund's capital stock. The Fund's 100 million authorized
shares of capital stock relating to the International Stock Portfolio are
hereinafter referred to as the "Shares."
We have examined the Fund's Articles of Incorporation, as amended, and
Articles Supplementary dated October 22, 1984, May 16, 1986, October 6, 1987,
January 27, 1988, January 25, 1990 and August 3, 1990; its By-Laws, as amended
January 27, 1988; its Board of Directors' resolutions, dated August 18, 1987,
authorizing the creation of the Global Portfolio and the issuance of the shares
of the Global Portfolio; its Board of Directors' resolutions, dated August 2,
1990, authorizing the reclassification of Global Portfolio as International
Stock Portfolio; the Notification of Registration on Form N-8A filed with the
SEC under the 1940 Act on December 6, 1982; the Registration Statement as
originally filed with the SEC under the 1933 Act and the 1940 Act on the same
date and the various amendments thereto filed with the SEC; the form of Post-
Effective Amendment No. 11 to the Registration Statement under the 1933 Act and
Amendment No. 13 to the Registration Statement under the 1940 Act, substantially
in the form in which the former is to become effective; a Certificate of Good
Standing issued by the State of Maryland on February 11, 1991; and such other
corporate records, certificates, documents and statutes that we have deemed
relevant in order to render the opinion expressed herein.
<PAGE>
2
FREEDMAN, LEVY, KROLL & SIMONDS
Based on such examination, we are of the opinion that:
1. The Fund is a corporation duly organized, validly existing and in
good standing under the laws of the State of Maryland.
2. The Shares to be offered for sale by the Fund, when issued in the
manner contemplated by the Registration Statement, will be legally
issued, fully-paid and non-assessable.
We consent to the use of this opinion as Exhibit 10(e) to the Registration
Statement.
Very truly yours,
/s/ Freedman Levy, Kroll & Simonds
Freedman, Levy, Kroll & Simonds
<PAGE>
EXHIBIT 13(A)
Stock Purchase Agreement
Agreement between Metropolitan Life Insurance Company (hereinafter
"Metropolitan"), a mutual life insurance company existing under and by virtue of
the laws of the State of New York and Metropolitan Series Fund, Inc.
(hereinafter "the Fund"), a corporation organized and existing under and by
virtue of the laws of the State of Maryland.
In consideration of the mutual promises set forth herein, the parties agree
as follows:
1. The Fund agrees to sell to Metropolitan and Metropolitan agrees to
purchase for the aggregate amount of $30,000,000, 3,000,000 shares of Common
Stock, $.Ol Par Value, constituting one percent of the total number of shares
authorized for the three existing classes of the Common Stock of the -Fund
(hereinafter "the Stock") as follows:
1,000,000 Shares of Stock of the Growth Portfolio
1,000,000 Shares of Stock of the Income Portfolio
1,000,000 Shares of Stock of the Money Market Portfolio
2. Metropolitan acknowledges that the Stock has not been registered under
any state or federal securities laws and that, therefore, the Fund is relying on
certain exemptions therein from such registration requirements, including
exemptions dependent on the intent of the undersigned in acquiring the Stock.
Metropolitan also understands that any resale of the Stock, or any part thereof,
may be subject to restrictions under state and federal securities laws, and that
Metropolitan may be
<PAGE>
required to bear the economic risk of an investmeEt7i:n the Stock for an
indefinite period of time.
3. Metropolitan represents and warrants that it is acquiring the Stock
solely for its own account and solely for investment purposes and not with a
view to the resale or disposition of all or any part thereof, and that it has no
present plan or intention to sell or otherwise dispose of the Stock or any part
thereof; and
4. Metropolitan agrees that it will not sell or dispose of the Stock or
any part thereof unless registration statements with respect to such Stock are
then in effect under the Securities Act of 1933 and under any app licable state
securities laws or unless the undersigned shall have delivered to the Fund an
opinion of counsel acceptable to the Fund, in form and substance acceptable to
the Fund, that no such registration is necessary.
5. Metropolitan further agrees to withdraw any request to redeem any of
the Stock to the extent the Fund informs the under-signed that the effect of
such redemption could be to reduce the Fund's net worth below $100,000.
IN WITNESS THEREOF, the parties hereto have executed this Agreement by
their duly authorized representatives this 16th day of May, 1983.
Metropolitan Life Insurance Company Metropolitan Series Fund, Inc.
By [SIGNATURE NOT LEGIBLE] By [SIGNATURE NOT LEGIBLE]
--------------------------------- ------------------------------
Title VP & Insurance Council Title Secretary
------------------------------ ---------------------------
- 2 -
<PAGE>
EXHIBIT 13(B)
Supplementary Stock Purchase Agreement
--------------------------------------
Agreement between Metropolitan Life Insurance Company (hereinafter
"Metropolitan"), a mutual life insurance company existing under and by virtue
of the laws of the State of New York and Metropolitan Series Fund, Inc.
(hereinafter "the Fund"), a corporation organized and existing under and by
virtue of the laws of the State of Maryland.
In consideration of the mutual promises set forth herein, the parties
agree as follows:
1. The Fund agrees to sell to Metropolitan and Metropolitan agrees
to purchase for the aggregate amount of $7,000,000, 700,000 shares of Common
Stock, $.0l Par Value, of the Fund (hereinafter "the Stock") as follows:
700,000 Shares of Stock of the Discretionary Portfolio
2. Metropolitan acknowledges that the Stock has not been registered
under any state or federal securities laws and that, therefore, the Fund is
relying on certain exemptions therein from such registration requirements,
including exemptions dependent on the intent of the undersigned in acquiring
the Stock. Metropolitan also understands that any resale of the Stock, or any
part thereof, may be subject to restrictions under state and federal securities
laws, and that Metropolitan may be required to bear the economic risk of an
investment in the Stock for an indefinite period of time.
<PAGE>
3. Metropolitan represents and warrants that it is acquiring the
Stock solely for its own account and solely for investment purposes and not
with a view to the resale or disposition of all or any part thereof, and that
it has no present plan or intention to sell or otherwise dispose of the Stock
or any part thereof; and
4. Metropolitan agrees that it will not sell or dispose of the
Stock or any part thereof unless registration statements with respect to such
Stock are then in effect under the Securities Act of 1933 and under any
applicable state securities laws or unless the undersigned shall have delivered
to the Fund an opinion of counsel acceptable to the Fund, in form and substance
acceptable to the Fund, that no such registration is necessary.
IN WITNESS THEREOF, the parties hereto have executed this Agreement by
their duly authorized representatives this 25 day of July, 1986.
Metropolitan Life Insurance Metropolitan Series Fund,
Company Inc.
By /s/ Harry P. Kamen By /s/ Jeffrey J. Hodgman
------------------------------ ---------------------------
Title Senior Vice-President and
Deputy General Counsel Title President
------------------------- ---------------------------
<PAGE>
EXHIBIT 13(C)
Second Supplementary Stock Purchase Agreement
---------------------------------------------
Agreement between Metropolitan Life Insurance Company (hereinafter
"Metropolitan"), a mutual life insurance company existing under and by virtue
of the laws of the State of New York and Metropolitan Series Fund, Inc.
(hereinafter the "Fund"), a corporation organized and existing under and by
virtue of the laws of the State of Maryland.
In consideration of the mutual promises set forth herein, the parties
agree as follows:
1. The Fund agrees to sell to Metropolitan and Metropolitan agrees
to purchase for the aggregate amount of $9,000,000, 900,000 shares of Common
Stock, $.0l Par Value, of the Fund (hereinafter the "Stock") as follows:
900,000 Shares of Stock of the GNMA Portfolio
2. Metropolitan acknowledges that the Stock has not been registered
under any state or federal securities laws and that, therefore, the Fund is
relying on certain exemptions therein from such registration requirements,
including exemptions dependent on the intent of the undersigned in acquiring
the Stock. Metropolitan also understands that any resale of the Stock, or any
part thereof, may be subject to restrictions under state and federal securities
laws, and that Metropolitan may be
<PAGE>
required to bear the economic risk of an investment in the Stock for an
indefinite period of time.
3. Metropolitan represents and warrants that it is acquiring the
Stock solely for its own account and solely for investment purposes and not
with a view to the resale or disposition of all or any part thereof, and that
it has no present plan or intention to sell or otherwise dispose of the Stock
or any part thereof; and
4. Metropolitan agrees that it will not sell or dispose of the
Stock or any part thereof unless registration statements with respect to such
Stock are then in effect under the Securities Act of 1933 and under any
applicable state securities laws or unless the undersigned shall have delivered
to the Fund an opinion of counsel acceptable to the Fund, in form and substance
acceptable to the Fund, that no such registration is necessary.
- 2 -
<PAGE>
IN WITNESS THEREOF, the parties hereto have executed this Agreement by
their duly authorized representatives this 25 day of July, 1986.
Metropolitan Life Insurance Metropolitan Series Fund,
Company Inc.
By /s/ Harry P. Kamen By /s/ Jeffrey J. Hodgman
----------------------------- -----------------------------
Title Senior Vice-President and
Deputy General Counsel Title President
-------------------------- --------------------------
- 3 -
<PAGE>
Exhibit 13(d)
Third Supplementary Stock Purchase Agreement
--------------------------------------------
Agreement between Metropolitan Life Insurance Company (hereinafter
"Metropolitan"), a mutual life insurance company existing under and by virtue of
the laws of the State of New York and Metropolitan Series Fund, Inc.
(hereinafter the "Fund"), a corporation organized and existing under and by
virtue of the laws of the State of Maryland.
In consideration of the mutual promises set forth herein, the parties agree as
follows:
1. The Fund agrees to sell to Metropolitan and Metropolitan agrees to purchase
for the aggregate amount of $8,000,000, 800,000 shares of Common Stock, $.01 Per
Value, of the Common Stock of the Fund (hereinafter the "Stock") as follows:
300,000 Shares of Stock of the Aggressive Growth Portfolio
500,000 Shares of Stock of the Equity Income Portfolio
2. Metropolitan acknowledges that the Stock has not been registered under any
state or federal securities laws and that, therefore, the Fund is relying on
certain exemptions therein from such registration requirements, including
exemptions dependent on the intent of the undersigned in acquiring the Stock.
Metropolitan also understands that any resale of the Stock, or any part thereof,
may be subject to restrictions under state and federal securities laws, and that
Metropolitan may be required to bear the economic risk of an investment-in the
Stock for an indefinite period of time;
<PAGE>
3. Metropolitan represents and warrants that it is acquiring the Stock solely
for its own account and solely for investment purposes and not with a view to
the resale or disposition of all or any part thereof, and that it has no present
plan or intention to sell or otherwise dispose of the Stock or any part thereof;
and
4. Metropolitan agrees that it will not sell or dispose of the Stock or any
part thereof unless registration statements with respect to such Stock are then
in effect under the Securities Act of 1933 and under any applicable state
securities laws or unless the undersigned shall have delivered to the Fund an
opinion of counsel acceptable to the Fund, in form and substance acceptable to
the Fund, that no such registration is necessary.
IN WITNESS THEREOF, the parties hereto have executed this Agreement by their
duly authorized representatives this 29th day of April, 1988.
Metropolitan Life Insurance Metropolitan Series Fund,
Company Inc.
By /s/ Harry P. Kamen By /s/ Jeffrey J. Hodgman
------------------------- ------------------------
Title Senior V.P and General Counsel Title President
------------------------------- ---------------------
<PAGE>
Exhibit 13(e)
Fourth Supplementary Stock Purchase Agreement
---------------------------------------------
Agreement between Metropolitan Life Insurance Company (hereinafter
"Metropolitan"), a mutual life insurance company existing under and by virtue of
the laws of the State of New York and Metropolitan Series Fund, Inc.
(hereinafter the "Fund"), a corporation organized and existing under and by
virtue of the laws of the State of Maryland.
In consideration of the mutual promises set forth herein, the parties agree as
follows:
1. The Fund agrees to sell to Metropolitan and Metropolitan agrees to purchase
for the aggregate amount of $5,000,000, 500,000 shares of Common Stock, $.0l Par
Value, of the Fund (hereinafter the "Stock") as follows:
500,000 Shares of Stock of the Stock Index Portfolio
2. Metropolitan acknowledges that the Stock has not been registered under any
state or federal securities laws and that, therefore, the Fund is relying on
certain exemptions therein from such registration requirements, including
exemptions dependent on the intent of the undersigned in acquiring the Stock.
Metropolitan also understands that any resale of the Stock, or any part thereof,
may be subject to restrictions under state and federal securities laws, and that
Metropolitan may be required to bear the economic risk of an investment in the
Stock for an indefinite
<PAGE>
period of time.
3. Metropolitan represents and warrants that it is acquiring the Stock solely
for its own account and solely for investment purposes and not with a view to
the resale or disposition of all or any part thereof, and that it has no present
plan or intention to sell or otherwise dispose of the Stock or any part thereof;
and
4. Metropolitan agrees that it will not sell or dispose of the Stock or any
part thereof unless registration statements with respect to such Stock are then
in effect under the Securities Act of 1933 and under any applicable state
securities laws or unless the undersigned shall have delivered to the Fund an
opinion of counsel acceptable to the Fund, in form and substance acceptable to
the Fund, that no such registration is necessary.
IN WITNESS THEREOF, the parties hereto have executed this Agreement by their
duly authorized representatives this 25th day of April, 1990.
----
Metropolitan Life Insurance Metropolitan Series Fund,
Company Inc.
By /s/ John Morrison By /s/ Jeffrey J. Hodgman
------------------------- -------------------------
Title Senior Vice President Title President
--------------------- -----------------------
<PAGE>
Exhibit 13f
REVISED FIFTH SUPPLEMENTARY STOCK PURCHASE AGREEMENT
----------------------------------------------------
Agreement between Metropolitan Life Insurance Company (hereinafter
"Metropolitan"), a mutual life insurance company existing under and by virtue of
the laws of the State of New York and Metropolitan Series Fund, Inc.
(hereinafter the "Fund"), a corporation organized and existing under and by
virtue of the laws of the State of Maryland.
In consideration of the mutual promises set forth herein, the parties
agree as follows:
1. The Fund agrees to sell to Metropolitan and Metropolitan agrees to
purchase for the aggregate amount of $10,000,000, 1,000,000 shares of Common
Stock, $.01 Par Value, of the Fund (hereinafter the "Stock") as follows:
1,000,000 Shares of Stock of the International Stock Portfolio
2. Metropolitan acknowledges that the Stock has not been registered
under any state or federal securities laws and that, therefore, the Fund is
relying on certain exemptions therein from such registration requirements,
including exemptions dependent on the intent of the undersigned in acquiring the
Stock. Metropolitan also understands that any resale of the Stock, or any part
thereof, may be subject to restrictions under state and federal securities laws,
and that Metropolitan may be required to bear the economic risk of an
investment in the Stock for an indefinite period of time.
<PAGE>
3. Metropolitan represents and warrants that it is acquiring the Stock
solely for its own account and solely for investment purposes and not with a
view to the resale or disposition of all or any part thereof, and that it has no
present plan or intention to sell or otherwise dispose of the Stock or any part
thereof; and
4. Metropolitan agrees that it will not sell or dispose of the Stock
or any part thereof unless registration statements with respect to such Stock
are then in effect under the Securities Act of 1933 and under any applicable
state securities laws or unless the undersigned shall have delivered to the Fund
an opinion of counsel acceptable to the Fund, in form and substance acceptable
to the Fund, that no such registration is necessary.
IN WITNESS THEREOF, the parties hereto have executed this Agreement by
their duly authorized representatives this 30th day of April, 1991.
Metropolitan Life Insurance Metropolitan Series Fund,
Company Inc.
By /s/ John Morrison By /s/ Jeffrey J. Hodgman
--------------------------- --------------------------
Title Senior Vice-President Title President
------------------------ ------------------------
<PAGE>
POWER OF ATTORNEY
Director
--------
KNOW ALL MEN BY THESE PRESENTS, that I, a director of Metropolitan Series
Fund, Inc., do hereby appoint J. Austin Lyons, Jr., Richard M. Blackwell, and
Donald B. Maier, and each of them severally, my true and lawful attorney-in-
fact, for me and in my name, place and stead to execute and file any instrument
or document to be filed as part of or in connection with or in any way related
to the Registration Statements and any and all amendments thereto, filed by the
Corporation under the Securities Act of 1933, as amended, and/or the Investment
Company Act of 1940, as amended, and to have full power and authority to do or
cause to be done in my name, place and stead each and every act and thing
necessary or appropriate in order to effectuate the same, as fully to all
intents and purposes as I might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact, or any of them, may do or cause to
be done by virtue hereof. Each of said attorneys-in-fact shall have power to act
hereunder with or without the others.
IN WITNESS WHEREOF, I have hereunto set my hand this 22nd day of
June, 1983.
/s/ Willcox B. Adsit
----------------------
Willcox B. Adsit
<PAGE>
POWER OF ATTORNEY
Director
--------
KNOW ALL MEN BY THESE PRESENTS, that I, a director of Metropolitan Series
Fund, Inc., do hereby appoint J. Austin Lyons, Jr., Richard M. Blackwell, and
Donald B. Maier, and each of them severally, my true and lawful attorney-in-
fact, for me and in my name, place and stead to execute and file any instrument
or document to be filed as part of or in connection with or in any way related
to the Registration Statements and any and all amendments thereto, filed by the
Corporation under the Securities Act of 1933, as amended, and/or the Investment
Company Act of 1940, as amended, and to have full power and authority to do or
cause to be done in my name, place and stead each and every act and thing
necessary or appropriate in order to effectuate the same, as fully to all
intents and purposes as I might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact, or any of them, may do or cause to
be done by virtue hereof. Each of said attorneys-in-fact shall have power to act
hereunder with or without the others.
IN WITNESS WHEREOF, I have hereunto set my hand this 22nd day of
June, 1983.
/s/ Charles Moeller, Jr.
----------------------
Charles Moeller, Jr.
<PAGE>
POWER OF ATTORNEY
Officer
-------
KNOW ALL MEN BY THESE PRESENTS, that I, Edward E. Colton, Controller of
Metropolitan Series Fund, Inc., do hereby appoint J. Austin Lyons, Jr., Richard
M. Blackwell, and Donald B. Maier, and each of them severally, my true and
lawful attorney-in-fact, for me and in my name, place and stead to execute and
file any instrument or document to be filed as part of or in connection with or
in any way related to the Registration Statements and any and all amendments
thereto, filed by the Corporation under the Securities Act of 1933, as amended,
and/or the Investment Company Act of 1940, as amended, and to have full power
and authority to do or cause to be done in my name, place and stead each and
every act and thing necessary or appropriate in order to effectuate the same, as
fully to all intents and purposes as I might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact, or any of them, may do
or cause to be done by virtue hereof. Each of said attorneys-in-fact shall have
power to act hereunder with or without the others.
IN WITNESS WHEREOF, I have hereunto set my hand this 22nd day of
June, 1983.
/s/ Edward H. Colton
----------------------
Edward H. Colton
<PAGE>
POWER OF ATTORNEY
Director of Metropolitan Series Fund, Inc.
-----------------------------------------
KNOW ALL MEN BY THESE PRESENTS, that I, a director of Metropolitan
Series Fund, Inc. (the "Corporation"), do hereby appoint Jeffrey J. Hodgman,
Christopher P. Nicholas and Patricia S. Worthington and each of them severally,
my true and lawful attorney-in-fact, for me and in my name, place and stead to
execute and file any instrument or document to be filed as part of or in
connection with or in any way related to the Registration Statements and any
and all amendments thereto, filed by the Corporation under the Securities Act
of 1933, as amended, and/or the Investment Company Act of 1940, as amended, and
to have full power and authority to do or cause to be done in my name, place
and stead each and every act and thing necessary or appropriate in order to
effectuate the same, as fully to all intents and purposes as I might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact,
or any of them, may do or cause to be done by virtue hereof. Each of said
attorneys-in-fact shall have power to act hereunder with or without the others.
IN WITNESS WHEREOF, I have hereunto set my hand this 28th day of
October, 1993.
/s/ Robert A. Lawrence
----------------------
Robert A. Lawrence
<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 29 day of October,
1993.
/s/ Dean O. Morton
------------------
Dean O. Morton
<PAGE>
POWER OF ATTORNEY
Director of Metropolitan Series Fund, Inc.
------------------------------------------
KNOW ALL MEN BY THESE PRESENTS, that I, an officer and director of
Metropolitan Series Fund, Inc. (the "Fund"), do hereby appoint Jeffrey J.
Hodgman, Christopher P. Nicholas and Richard G. Mandel and each of them
severally, my true and lawful attorney-in-fact, for me and in my name, place and
stead to execute and file any instrument or document to be filed as part of or
in connection with or in any way related to the Registration Statements and any
and all amendments thereto, filed by the Fund under the Securities Act of 1933,
as amended, and/or the Investment Company Act of 1940, as amended, and to have
full power and authority to do or cause to be done in my name, place and stead
each and every act and thing necessary or appropriate in order to effectuate the
same, as fully to all intents and purposes as I might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact, or any of them,
may do or cause to be done by virtue hereof. Each of said attorneys-in-fact
shall have power to act hereunder with or without the others.
IN WITNESS WHEREOF, I have hereunto set my hand this 29th day of April,
1987.
/s/ Jeffrey J. Hodgman
-----------------------------
Jeffrey J. Hodgman
<PAGE>
POWER OF ATTORNEY
Director of Metropolitan Series Fund, Inc.
------------------------------------------
KNOW ALL MEN BY THESE PRESENTS, that I, a director of Metropolitan
Series Fund, Inc. (the "Fund"), do hereby appoint Jeffrey J. Hodgman,
Christopher P. Nicholas and Richard G. Mandel and each of them severally, my
true and lawful attorney-in-fact, for me and in my name, place and stead to
execute and file any instrument or document to be filed as part of or in
connection with or in any way related to the Registration Statements and any
and all amendments thereto, filed by the Fund under the Securities Act of 1933,
as amended, and/or the Investment Company Act of 1940, as amended, and to have
full power and authority to do or cause to be done in my name, place and stead
each and every act and thing necessary or appropriate in order to effectuate
the same, as fully to all intents and purposes as I might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact, or any
of them, may do or cause to be done by virtue hereof. Each of said
attorneys-in-fact shall have power to act hereunder with or without the others.
IN WITNESS WHEREOF, I have hereunto set my hand this 29 day of April,
1987.
/s/ Steve A. Garban
-------------------
Steve A. Garban
<PAGE>
POWER OF ATTORNEY
Director of Metropolitan Series Fund, Inc.
------------------------------------------
KNOW ALL MEN BY THESE PRESENTS, that I, a director of Metropolitan Series
Fund, Inc. (the "Fund"), do hereby appoint Jeffrey J. Hodgman, Christopher P.
Nicholas and Richard G. Mandel and each of them severally, my true and lawful
attorney-in-fact, for me and in my name, place and stead to execute and file any
instrument or document to be filed as part of or in connection with or in any
way related to the Registration Statements and any and all amendments thereto,
filed by the Fund under the Securities Act of 1933, as amended, and/or the
Investment Company Act of 1940, as amended, and to have full power and authority
to do or cause to be done in my name, place and stead each and every act and
thing necessary or appropriate in order to effectuate the same, as fully to all
intents and purposes as I might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact, or any of them, may do or cause to
be done by virtue hereof. Each of said attorneys-in-fact shall have power to act
hereunder with or without the others.
IN WITNESS WHEREOF, I have hereunto set my hand this 26th day of April,
1987.
/s/ Herman J. Schmidt
-----------------------
Herman J. Schmidt
<PAGE>
POWER OF ATTORNEY
Director of Metropolitan Series Fund, Inc.
------------------------------------------
KNOW ALL MEN BY THESE PRESENTS, that I, a director of Metropolitan
Series Fund, Inc. (the "Fund"), do hereby Appoint Jeffrey J. Hodgman,
Christopher P. Nicholas and Richard G. Mandel and each of them severally, my
true and lawful attorney-in-fact, for me and in my name, place and stead to
execute and file any instrument or document to be filed as part of or in
connection with or in any way related to the Registration Statements and any and
all amendments thereto, filed by the Fund under the Securities Act of 1933, as
amended, and/or the Investment Company Act of 1940, as amended, and to have full
power and authority to do or cause to be done in my name, place and stead each
and every act and thing necessary or appropriate in order to effectuate the
same, as fully to all intents and purposes as I might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact, or any of them,
may do or cause to be done by virtue hereof. Each of said attorneys-in-fact
shall have power to act hereunder with or without the others.
IN WITNESS WHEREOF, I have hereunto set my hand this 9th day of
November, 1987.
/s/ Rodercik M. Steele
--------------------------
Roderick M. Steele
<PAGE>
POWER OF ATTORNEY
Metropolitan Series Fund, Inc.
-----------------------------
KNOW ALL MEN BY THESE PRESENTS, that I, an officer of Metropolitan Series
Fund, Inc. (the "Fund"), do hereby appoint Jeffrey J. Hodgman, Christopher P.
Nicholas and Richard G. Mandel and each of them severally, my true and lawful
attorney-in-fact, for me and in my name, place and stead to execute and file any
instrument or document to be filed as part of or in connection with or in any
way related to the Registration Statements and any and all amendments thereto,
filed by the Fund under the Securities Act of 1933, as amended, and/or the
Investment Company Act of 1940, as amended, and to have full power and authority
to do or cause to be done in my name, place and stead each and every act and
thing necessary or appropriate in order to effectuate the same, as fully to all
intents and purposes as I might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact, or any of them, may do or cause to
be done by virtue hereof. Each of said attorneys-in-fact shall have power to act
hereunder with or without the others.
IN WITNESS WHEREOF, I have hereunto set my hand this 13th day of April,
1987.
/s/ Barbara C. Timpano
-----------------------------
Barbara Timpano
<PAGE>
POWER OF ATTORNEY
Director of Metropolitan Series Fund, Inc.
------------------------------------------
KNOW ALL MEN BY THESE PRESENTS, that 1, a director of Metropolitan
Series Fund, Inc. (the "Fund"), do hereby appoint, Jeffrey J. Hodgman,
Christopher P. Nicholas and Richard G. Mandel and each of them severally, my
true and lawful attorney-in-fact, for me and in my name, place and stead to
execute and file any instrument or document to be filed as part of or in
connection with or in any way related to the Registration Statements and any
and all amendments thereto, filed by the Fund under the Securities Act of 1933,
as amended, and/or the Investment Company Act of 1940, as amended, and to have
full power and authority to do or cause to be done in my name, place and stead
each and every act and thing necessary or appropriate in order to effectuate
the same, as fully to all intents and purposes as I might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact, or
any of them, may do or cause to be done by virtue hereof. Each of said
attorneys-in-fact shall have power to act hereunder with or without the others.
IN WITNESS WHEREOF, I have hereunto set my hand this 28th day of April,
1987.
/s/ Malcolm T. Hopkins
----------------------
Malcolm T. Hopkins
<PAGE>
POWER OF ATTORNEY
Director of Metropolitan Series Fund, Inc.
-----------------------------------------
KNOW ALL MEN BY THESE PRESENTS, that I, a director of Metropolitan
Series Fund, Inc. (the "Fund"), do hereby appoint Jeffrey J. Hodgman,
Christopher P. Nicholas and Richard G. Mandel and each of them severally,
my true and lawful attorney-in-fact, for me and in my name, place and stead to
execute and file any instrument or document to be filed as part of or in
connection with or in any way related to the Registration Statements and any
and all amendments thereto, filed by the Corporation under the Securities Act
of 1933, as amended, and/or the Investment Company Act of 1940, as amended, and
to have full power and authority to do or cause to be done in my name, place
and stead each and every act and thing necessary or appropriate in order to
effectuate the same, as fully to all intents and purposes as I might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact,
or any of them, may do or cause to be done by virtue hereof. Each of said
attorneys-in-fact shall have power to act hereunder with or without the others.
IN WITNESS WHEREOF, I have hereunto set my hand this 9th day of
November, 1987.
/s/ E. Pendleton James
----------------------
E. Pendleton James
<PAGE>
POWER OF ATTORNEY
Director of Metropolitan Series Fund, Inc.
-----------------------------------------
KNOW ALL MEN BY THESE PRESENTS, that I, a director of Metropolitan
Series Fund, Inc. (the "Fund"), do hereby appoint Jeffrey J. Hodgman,
Christopher P. Nicholas and Richard G. Mandel and each of them severally,
my true and lawful attorney-in-fact, for me and in my name, place and stead to
execute and file any instrument or document to be filed as part of or in
connection with or in any way related to the Registration Statements and any
and all amendments thereto, filed by the Corporation under the Securities Act
of 1933, as amended, and/or the Investment Company Act of 1940, as amended, and
to have full power and authority to do or cause to be done in my name, place
and stead each and every act and thing necessary or appropriate in order to
effectuate the same, as fully to all intents and purposes as I might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact,
or any of them, may do or cause to be done by virtue hereof. Each of said
attorneys-in-fact shall have power to act hereunder with or without the others.
IN WITNESS WHEREOF, I have hereunto set my hand this 27th day of
April, 1987.
/s/ J. Austin Lyons, Jr.
------------------------
J. Austin Lyons, Jr.
<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 28th day of
October, 1993.
/s/ Robert G. Schwartz
----------------------
Robert G. Schwartz
<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 30 day of October,
1993.
/s/ Michael S. Scott Morton
---------------------------
Michael S. Scott Morton
<PAGE>
EXHIBIT 17
SPECIMEN PRICE MAKE-UP SHEET
DECEMBER 31, 1995
<TABLE>
<CAPTION>
VALUE OF REGISTRANT'S
PORTFOLIO SECURITIES OUTSTANDING TOTAL OFFERING
AND OTHER ASSETS SECURITIES PRICE PER UNIT
--------------------- ----------- --------------
<S> <C> <C> <C>
Growth Portfolio........ $1,099,393,726 39,717,503 $27.56
Income Portfolio........ $ 355,198,578 27,489,851 $12.73
Money Market Portfolio.. $ 40,475,431 3,873,237 $10.45
Diversified Portfolio... $1,125,352,414 69,897,402 $15.95
Aggressive Growth Port-
folio.................. $ 981,549,964 37,072,220 $25.87
Stock Index Portfolio... $ 641,116,815 34,253,993 $18.56
International Stock
Portfolio.............. $ 301,598,470 24,201,993 $12.29
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<SERIES>
<NAME> GROWTH
<NUMBER> 1
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
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<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<SERIES>
<NAME> INCOME
<NUMBER> 2
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
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<OVERDIST-NET-GAINS-PRIOR> (12928992)
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<PER-SHARE-DIVIDEND> (0.80)
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</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<SERIES>
<NAME> MONEY MARKET
<NUMBER> 3
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
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<INVESTMENTS-AT-COST> 40219899
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<DISTRIBUTIONS-OF-GAINS> (289)
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<PER-SHARE-DIVIDEND> (0.62)
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</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<SERIES>
<NAME> DIVERSIFIED
<NUMBER> 4
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
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<INVESTMENTS-AT-COST> 968287170
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</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<SERIES>
<NAME> AGGRESSIVE GROWTH
<NUMBER> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
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<INVESTMENTS-AT-COST> 789430230
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</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<SERIES>
<NAME> STOCK INDEX
<NUMBER> 6
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
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</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<SERIES>
<NAME> INTERNATIONAL STOCK
<NUMBER> 7
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
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</TABLE>
