<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant /x/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/x/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
METROPOLITAN SERIES FUND, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/x/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act
Rule 0-11 (Set forth the amount on which the filing fee is calculated and
state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid: Previously paid
- --------------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- --------------------------------------------------------------------------------
(3) Filing Party:
- --------------------------------------------------------------------------------
(4) Date Filed:
- --------------------------------------------------------------------------------
<PAGE>
PRELIMINARY
METROPOLITAN LIFE INSURANCE COMPANY
FLEXIBLE PREMIUM MULTIFUNDED LIFE INSURANCE POLICIES
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICIES
GROUP VARIABLE UNIVERSAL LIFE INSURANCE POLICIES
GROUP AND INDIVIDUAL VARIABLE ANNUITY CONTRACTS
To Life Insurance Policy and Annuity Contract Owners:
On July 30, 1997, an Annual Meeting of Shareholders of the Metropolitan Series
Fund, Inc. (the 'Fund'), which consists of eleven investment portfolios (the
'Portfolios'), will be held in New York City for the purposes set forth in the
attached Notice.
As you know, shares of the Portfolios of the Fund (the 'Shares') are or have
been purchased by Metropolitan for the corresponding investment divisions in the
Metropolitan separate accounts funding your life insurance policy or annuity
contract. (The MetLife Money Market Portfolio is not currently available in
connection with certain life insurance policies and annuity contracts.)
At the Annual Meeting, Metropolitan will vote the Shares of each Portfolio based
on the instructions received from life insurance policy and annuity contract
owners. You may give us voting instructions for the number of Shares of each
Portfolio attributable to your life insurance policy or annuity contract as of
the record time of 4:00 P.M., New York City time, on May 9, 1997.
The matters to be considered at the meeting are described in the attached Notice
and Statement Concerning the Annual Meeting.
WE URGE YOU TO GIVE METROPOLITAN VOTING INSTRUCTIONS BY FILLING IN, DATING AND
SIGNING THE ENCLOSED VOTING INSTRUCTION FORM(S). PLEASE RETURN YOUR VOTING
INSTRUCTIONS PROMPTLY IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED
IN THE UNITED STATES.
(METLIFE LOGO)
New York, NY 10010
<PAGE>
PRELIMINARY
METROPOLITAN TOWER LIFE INSURANCE COMPANY
FLEXIBLE PREMIUM MULTIFUNDED LIFE INSURANCE POLICIES
SINGLE PREMIUM MULTIFUNDED LIFE INSURANCE POLICIES
VARIABLE LIFE INSURANCE POLICIES
To Policy Owners:
On July 30, 1997, an Annual Meeting of Shareholders of the Metropolitan Series
Fund, Inc. (the 'Fund'), which consists of eleven investment portfolios (the
'Portfolios'), will be held in New York City for the purposes set forth in the
attached Notice.
As you know, shares of certain of the Portfolios of the Fund (the 'Shares') are
or have been purchased by Metropolitan Tower for the corresponding investment
divisions in the Metropolitan Tower separate accounts funding your policy. At
the Annual Meeting, Metropolitan Tower will vote the Shares of each Portfolio
based on the instructions received from policy owners. You may give us voting
instructions for the number of Shares of each Portfolio attributable to your
policy as of the record time of 4:00 P.M., New York City time, on May 9, 1997.
Shares of the State Street Research Aggressive Growth Portfolio, MetLife Stock
Index Portfolio, GFM International Stock Portfolio, Loomis Sayles High Yield
Bond Portfolio, Janus Mid Cap Portfolio, T. Rowe Price Small Cap Growth
Portfolio and Scudder Global Equity Portfolio of the Fund are not currently
available in connection with the single premium multifunded and variable life
insurance policies.
The matters to be considered at the meeting are described in the attached Notice
and Statement Concerning the Annual Meeting.
WE URGE YOU TO GIVE METROPOLITAN TOWER VOTING INSTRUCTIONS BY FILLING IN, DATING
AND SIGNING THE ENCLOSED VOTING INSTRUCTION FORM(S). PLEASE RETURN YOUR VOTING
INSTRUCTIONS PROMPTLY IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED
IN THE UNITED STATES.
(METLIFE LOGO)
New York, NY 10010
<PAGE>
PRELIMINARY
METROPOLITAN SERIES FUND, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Notice is hereby given that an Annual Meeting of Shareholders of the portfolios
(the 'Portfolios') of the Metropolitan Series Fund, Inc. ('Fund') will be held
at the Home Office of Metropolitan Life Insurance Company, 1 Madison Avenue, New
York, New York 10010, at 10:00 A.M., New York City time, on July 30, 1997, for
the following purposes:
(1) To elect the members of the Board of Directors.
(2) To approve or disapprove amendments to each of the respective Investment
Management Agreements and Sub-Investment Management Agreements for certain
Portfolios of the Fund to change the management and sub-investment
management fees under such Agreements.
(3) To approve or disapprove a new Sub-Investment Management Agreement and a new
Sub-Sub-Investment Management Agreement for the GFM International Stock
Portfolio.
(4) To approve or disapprove a Sub-Investment Management Agreement for the
MetLife Money Market Portfolio.
(5) To ratify or reject the selection of Deloitte & Touche LLP as independent
auditors for the Fund for the year 1997.
(6) To transact such other business as may properly come before the meeting.
The record time for the determination of the number of votes entitled to be cast
at the Annual Meeting and the shareholders entitled to notice of and to vote at
the meeting is 4:00 P.M., New York City time, on May 9, 1997.
By order of the Board of Directors
Robin Wagner
Secretary
May 23, 1997
<PAGE>
PRELIMINARY
METROPOLITAN SERIES FUND, INC.
1 MADISON AVENUE
NEW YORK, NEW YORK 10010
STATEMENT CONCERNING THE ANNUAL MEETING OF SHAREHOLDERS
JULY 30, 1997
This Statement is furnished in connection with the solicitation of voting
instructions for use at an Annual Meeting of Shareholders of the Metropolitan
Series Fund, Inc. ('Fund') to be held on July 30, 1997. The voting instructions
are being solicited on behalf of the Board of Directors of the Fund,
Metropolitan Life Insurance Company ('Metropolitan'), and Metropolitan Tower
Life Insurance Company ('Metropolitan Tower'). The initial mailing of this
statement and the enclosed voting instruction form(s) to policy and contract
owners will be on or about May 23, 1997.
The following table identifies each of the proposals to be voted on at the
Annual Meeting and indicates which portfolio shareholders are being solicited
for each proposal.
<TABLE>
<CAPTION>
PROPOSAL PORTFOLIO SHAREHOLDERS SOLICITED
- ------------------------------------------------------------ ---------------------------------------------------
<S> <C> <C>
1. Election of Directors All Portfolios
2. Approval or Disapproval of Amendments to each of State Street Research Growth Portfolio,
the respective Investment Management Agreements State Street Research Income Portfolio,
and Sub-Investment Management Agreements for State Street Research Diversified Portfolio,
Certain of the Portfolios of the Fund State Street Research Aggressive Growth Portfolio,
GFM International Stock Portfolio
3. Approval or Disapproval of a new Sub-Investment GFM International Stock Portfolio
Management Agreement and a new Sub-Sub
Investment Management Agreement for the GFM
International Stock Portfolio
4. Approval or Disapproval of a Sub-Investment MetLife Money Market Portfolio
Management Agreement for the MetLife Money
Market Portfolio
5. Ratification or Rejection of the Selection of All Portfolios
Independent Auditors
</TABLE>
THE FUND'S PORTFOLIOS
The Fund currently issues eleven separate classes (or series) of common stock,
each representing a separate portfolio of investments (the 'Portfolio' or the
'Portfolios'). As of the record time, the Fund had outstanding shares
of the State Street Research Growth Portfolio, shares of the State
1
<PAGE>
Street Research Income Portfolio, shares of the MetLife Money Market
Portfolio, shares of the State Street Research Diversified Portfolio,
shares of the State Street Research Aggressive Growth Portfolio,
shares of the MetLife Stock Index Portfolio, shares of the GFM
International Stock Portfolio, shares of the Loomis Sayles High Yield
Bond Portfolio, shares of the Janus Mid Cap Portfolio, shares
of the T. Rowe Price Small Cap Growth Portfolio and shares of the
Scudder Global Equity Portfolio.
THE SEPARATE ACCOUNTS
The shares of the Portfolios of the Fund are currently sold to Metropolitan for
allocation to the eleven corresponding investment divisions of Metropolitan Life
Separate Account E ('Separate Account E') to fund group and individual annuity
contracts ('Contracts') issued by Metropolitan. The MetLife Money Market
Portfolio is not currently available in connection with certain Contracts.
The shares of the Portfolios of the Fund are also sold to Metropolitan for
allocation to the eleven corresponding investment divisions of Metropolitan Life
Separate Account UL ('Separate Account UL') to fund flexible premium multifunded
life insurance policies ('MetLife FPMLI Policies'), flexible premium variable
life insurance policies ('MetLife FPVLI Policies') and group variable universal
life insurance policies ('MetLife GVUL Policies') issued by Metropolitan. The
MetLife Money Market Portfolio is not currently available in connection with the
MetLife GVUL Policies. The MetLife FPMLI Policies, the MetLife FPVLI Policies
and the MetLife GVUL Policies are collectively referred to herein as the
'MetLife Policies'. The Contracts and the MetLife Policies are collectively
referred to herein as 'MetLife Contracts'.
The shares of the State Street Research Growth Portfolio, the State Street
Research Income Portfolio, the MetLife Money Market Portfolio and the State
Street Research Diversified Portfolio are currently also sold to Metropolitan
Tower for allocation to the four corresponding investment divisions of
Metropolitan Tower Separate Account One ('Separate Account One') to fund
variable life policies ('Met Tower VLI Policies') issued by Metropolitan Tower.
The shares of the Portfolios of the Fund are also sold to Metropolitan Tower for
allocation to the eleven corresponding investment divisions of Metropolitan
Tower Separate Account Two ('Separate Account Two') to fund flexible premium
multifunded life insurance policies ('Met Tower FPMLI Policies'). The shares of
the State Street Research Growth Portfolio, the State Street Research Income
Portfolio, the State Street Research Diversified Portfolio and the MetLife Money
Market Portfolio are also sold to Metropolitan Tower for allocation to the four
corresponding investment divisions of Separate Account Two to fund single
premium multifunded life insurance policies ('Met Tower SPMLI Policies') issued
by Metropolitan Tower. The Met Tower VLI Policies, the Met Tower FPMLI Policies
and the Met Tower SPMLI Policies are collectively referred to herein as 'Met
Tower Policies'.
Separate Account E, Separate Account UL, Separate Account One and Separate
Account Two are registered as unit investment trusts under the Investment
Company Act of 1940 ('1940 Act') and are collectively referred to herein as the
'Separate Accounts.' Separate Account E and Separate Account UL are collectively
referred to herein as the 'MetLife Separate Accounts' and Separate Account One
and Separate Account Two are collectively referred to herein as the 'Met Tower
Separate Accounts'.
2
<PAGE>
RECORD OWNERS OF THE FUND'S SHARES
The following tables show the number of shares that Metropolitan and
Metropolitan Tower owned, respectively, as of the record time, of each Portfolio
of the Fund as well as the percentage of the eligible votes with respect to each
Portfolio that Metropolitan and Metropolitan Tower, respectively, will be
entitled to cast at the Annual Meeting.
METROPOLITAN
<TABLE>
<CAPTION>
NUMBER OF SHARES
HELD IN
METROPOLITAN'S PER CENT OF PER CENT OF
GENERAL ACCOUNT ELIGIBLE VOTES NUMBER OF SHARES ELIGIBLE VOTES
AND NON-REGISTERED ENTITLED TO BE HELD IN METLIFE ENTITLED TO BE
NAME OF PORTFOLIO SEPARATE ACCOUNT CAST SEPARATE ACCOUNTS CAST
- --------------------------------------- ------------------ -------------- ----------------- --------------
<S> <C> <C> <C> <C>
State Street Research Growth
Portfolio............................ % %
State Street Research Income
Portfolio............................ % %
MetLife Money Market Portfolio......... % %
State Street Research Diversified
Portfolio............................ % %
State Street Research Aggressive Growth
Portfolio............................ % %
MetLife Stock Index Portfolio.......... % %
GFM International Stock
Portfolio............................ % %
Loomis Sayles High Yield Bond
Portfolio............................ % %
Janus Mid Cap Portfolio................ % %
T. Rowe Price Small Cap Growth
Portfolio............................ % %
Scudder Global Equity Portfolio........ % %
</TABLE>
3
<PAGE>
METROPOLITAN TOWER
<TABLE>
<CAPTION>
NUMBER OF SHARES PER CENT OF
HELD IN MET ELIGIBLE VOTES
TOWER SEPARATE ENTITLED TO BE
NAME OF PORTFOLIO ACCOUNTS CAST
- ------------------------------------------------------------------------------ ---------------- --------------
<S> <C> <C>
State Street Research Growth Portfolio........................................ %
State Street Research Income Portfolio........................................ %
MetLife Money Market Portfolio................................................ %
State Street Research Diversified Portfolio................................... %
State Street Research Aggressive Growth Portfolio............................. %
MetLife Stock Index Portfolio................................................. %
GFM International Stock Portfolio............................................. %
Loomis Sayles High Yield Bond Portfolio....................................... %
Janus Mid Cap Portfolio....................................................... %
T. Rowe Price Small Cap Growth Portfolio...................................... %
Scudder Global Equity Portfolio............................................... %
</TABLE>
HOW SHARES IN THE PORTFOLIOS WILL BE VOTED AT THE ANNUAL MEETING
Holders of common stock of each Portfolio as of 4:00 P.M., New York City time,
on May 9, 1997 (the 'record time'), will be entitled to vote and may cast one
vote for each share held.
In accordance with their view of presently applicable law, Metropolitan and
Metropolitan Tower will vote the shares of each of the Portfolios of the Fund
held in the Separate Accounts which are attributable to the MetLife Contracts
and Met Tower Policies based on instructions received from owners of MetLife
Contracts and Met Tower Policies participating in the corresponding investment
division in the Separate Accounts. The number of Fund shares held in each
division of a Separate Account deemed attributable to each Met Tower Policy or
MetLife Contract owner is determined by dividing a Met Tower VLI Policy's
benefit base, a Met Tower FPMLI Policy's cash value, an SPMLI Policy's cash
value, a MetLife Policy's cash value or a Contract's accumulation units, as the
case may be, in that division, if any, by the net asset value of one share in
the Fund Portfolio in which the assets in that Separate Account division are
invested.
Fractional votes will be counted. The number of shares for which a MetLife
Contract or Met Tower Policy owner has a right to give voting instructions is
determined as of the record time for the annual meeting. Owners of Met Tower
Policies or MetLife Policies continued in effect as reduced paid-up or extended
term insurance are not eligible to give voting instructions.
Fund shares held in an investment division attributable to MetLife Contracts or
Met Tower Policies for which no timely instructions are received and Fund shares
held in an investment division not attributable to MetLife Contracts or Met
Tower Policies will be voted by Metropolitan or Metropolitan Tower, as the case
may be, in the same proportion as the shares for which voting instructions are
received for all MetLife Contracts or Met Tower Policies participating in the
investment division. The Fund has been advised that Fund shares held in the
general account or unregistered separate accounts of Metropolitan or its
affiliates will be voted in the same proportion as the aggregate of (i) the
shares for which voting instructions are received and (ii) the shares that are
voted in proportion to such voting instructions.
4
<PAGE>
Each MetLife Contract and Met Tower Policy owner will receive a voting
instruction form for each Portfolio in which he or she participates as of the
record date. Each such form should be completed, executed and returned. If an
enclosed voting instruction form is completed, executed and returned, it may
nevertheless be revoked at any time before the meeting by a written revocation
or later voting instruction form received by Metropolitan on behalf of MetLife
Contract owners and Metropolitan Tower on behalf of Met Tower Policy owners at 1
Madison Avenue, New York, New York 10010. The expense of the voting instruction
solicitation, which will be by mail but may also be by telephone, telegraph or
personal interview conducted by personnel of Metropolitan, will be paid by
Metropolitan.
Upon the request of a MetLife Contract or Met Tower Policy owner, the Fund will
furnish, without charge, a copy of the most recent annual report of the Fund.
Such request should be directed to Alan DiMichele, Metropolitan Life Insurance
Company Area 2H, 1 Madison Avenue, New York, New York 10010, 1-800-553-4459.
PROPOSAL 1. ELECTION OF DIRECTORS
The following seven persons have been nominated by the Board of Directors of the
Fund to serve until their successors are elected and qualified:
<TABLE>
<CAPTION>
NAME, AGE AND
PRESENT POSITION DIRECTOR
OF NOMINEE PRINCIPAL OCCUPATIONS DURING LAST FIVE YEARS SINCE
- -------------------------- ---------------------------------------------------------------------------- ----------
<S> <C> <C>
Steve A. Garban (59) Retired, formerly Senior Vice-President--Finance and Operations and 1985
Director Treasurer, The Pennsylvania State University. (Also, currently director or
trustee of several State Street Research mutual funds.)
Jeffrey J. Hodgman* (53) Executive Vice-President, Metropolitan, since 1996; prior thereto, Senior 1983-1984
Director Vice- President. (Also, currently director of J. L. French Corporation.) 1985-1991
1994
Malcolm T. Hopkins (68) Private Investor, formerly Vice-Chairman of the Board and Chief Financial
Director Officer, St. Regis Corp. (forest and paper products). (Also, currently
director of The Columbia Gas System, Inc., MAPCO, Inc., EMCOR Group, Inc., 1985
U.S. Home Corporation, Phar-Mor, Inc., and KinderCare Learning Centers, Inc.
(until 2/97). Also, currently director or trustee of several State Street
Research mutual funds.)
David A. Levene* (57) Executive Vice-President, Metropolitan, since December, 1996; Senior Vice- 1997
Chairman of the Board, President, 1996; prior thereto, Senior Vice-President and Chief Actuary.
Chief Executive Officer
and Director
Robert A. Lawrence (70) Partner, Saltonstall & Co. (private investment firm). Also, currently 1993
Director trustee of the New York Times and Fifty Associates (real estate investment
trust). Also currently a director of McCaw Cellular Communications, Inc.
Also currently a director or trustee of several State Street Research mutual
funds.
Dean O. Morton (64) Retired, formerly Executive Vice-President, Chief Operating Officer and 1993
Director Director, Hewlett-Packard Company. (Also, currently director or trustee of
several State Street Research mutual funds, Alza Corp., Raychem Corp.,
Centigram Communications Corporation, The Clorox Company and Tencor
Instruments.)
Michael S. Scott Morton Jay W. Forrester Professor of Management at Sloan School of Management, 1993
(59) Massachusetts Institute of Technology. (Also, currently director or trustee
Director of several State Street Research mutual funds, director of Sequent Computer
Systems, Inc. and limited partner of Founder Capital Partners.)
</TABLE>
- ------------------
* As officers of Metropolitan, Messrs. Hodgman and Levene may each be deemed to
be an 'interested person' within the meaning of the 1940 Act.
Unless the voting instructions direct Metropolitan or Metropolitan Tower
otherwise, Metropolitan and Metropolitan Tower will vote Fund shares for the
election of the nominees listed above. If any of said
5
<PAGE>
nominees should be unable to serve, Metropolitan and Metropolitan Tower reserve
full discretion to vote for another candidate or candidates.
The Board of Directors of the Fund does not have a standing compensation or
nominating committee. The Board does have a standing audit committee. The
committee met three times during 1996. Messrs. Garban, Hopkins, Lawrence, Morton
and Scott Morton are the members of the audit committee. The audit committee has
the responsibility to review auditing problems, auditing changes, adequacy of
internal controls, and the plans of the internal and external auditors of the
Fund for the subsequent year.
There were five meetings of the Board of Directors during 1996. All the
directors except Dr. Scott Morton attended at least 75% of the aggregate of (1)
the total number of meetings of the Board and (2) the total number of meetings
held by all committees of the Board on which they served. It is expected that
the Board of Directors will generally meet four times each year.
During 1996, the directors were compensated as follows:
<TABLE>
<CAPTION>
(3) (5)
PENSION OR TOTAL
RETIREMENT (4) COMPENSATION
BENEFITS ESTIMATED FROM THE FUND
(2) ACCRUED ANNUAL AND FUND
AGGREGATE AS PART OF BENEFITS COMPLEX PAID
(1) COMPENSATION FUND UPON TO DIRECTORS
NAME OF DIRECTOR FROM FUND EXPENSE RETIREMENT (A)
-------------------- ------------ ----------- ---------- --------------
<S> <C> <C> <C> <C>
Jeffrey J. Hodgman................................. 0 0 0 0
Steve A. Garban.................................... $ 28,500 0 0 $ 36,750
Malcolm T. Hopkins................................. $ 27,000 0 0 $ 36,750
Robert A. Lawrence................................. $ 24,000 0 0 $ 92,125
Dean O. Morton..................................... $ 24,000 0 0 $ 96,125
Michael S. Scott Morton............................ $ 18,500 0 0 $100,325
David A. Levene*................................... 0 0 0 0
</TABLE>
- ------------------
(a) Complex is comprised of 10 trusts and two corporations with a total of 35
funds and/or series.
* Did not serve as a director during 1996.
The Fund pays the compensation of directors who are not active employees of
Metropolitan. Directors and officers who are active employees of Metropolitan do
not receive any compensation for services rendered to the Fund in addition to
their compensation for services rendered to Metropolitan. Directors who are not
active employees of Metropolitan are each paid a fee of $10,000 for each full
calendar year during which services are rendered to the Fund. In addition, they
are each paid a fee of $2,500 for each directors' meeting attended and a fee of
$500 for each audit committee meeting attended and are reimbursed for
out-of-pocket expenses. Messrs. Garban and Hopkins are also each paid $1,500 for
attending contract committee meetings. The chairman of the audit committee also
receives a fee of $1,500 for each full calendar year that he or she serves as
chairman.
The directors and officers of the Fund and members of their families, as a
group, as of the date of this Statement, beneficially own less than 1% of the
common stock of each Portfolio outstanding.
6
<PAGE>
Set forth below is certain information concerning each of the executive officers
of the Fund.
<TABLE>
<CAPTION>
NAME, AGE AND OFFICER
OFFICE WITH THE FUND PRINCIPAL OCCUPATIONS DURING LAST FIVE YEARS SINCE
- ------------------------------- ---------------------------------------------------------------------- ---------
<S> <C> <C>
David A. Levene+ (57) Executive Vice-President, Metropolitan since 1996; Senior 1997
Chief Executive Officer Vice-President, 1996; prior thereto, Senior Vice-President and Chief
Actuary.
Christopher P. Nicholas+ (48) Associate General Counsel, Metropolitan. 1987
President and Chief Operating
Officer
Elaine Stevenson+ (38) Vice-President, Metropolitan since 1996; Assistant Vice-President, 1996
Vice-President 1993-1996; prior thereto, Director, Retirement and Savings Center.
Lawrence A. Vranka+ (56) Vice-President, Metropolitan. 1987
Vice-President
Bradford W. White+ (30) Senior Technical Consultant-Financial Management, Metropolitan since 1995
Controller 1993; Senior Financial Analyst-Retirement and Savings Center,
1992-1993; prior thereto, Financial Analyst.
Joseph N. Panetta+ (60) Vice-President, Metropolitan. 1987
Treasurer
Robin Wagner+ (36) Assistant General Counsel, Metropolitan since 1997; Counsel 1995-1997; 1996
Secretary prior thereto, Associate Counsel.
</TABLE>
- ------------------
+ As officers or employees of Metropolitan, each of these individuals is deemed
to be an 'interested person', within the meaning of the 1940 Act, of the Fund.
THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS A VOTE FOR EACH OF THE NOMINEES
FOR DIRECTOR.
Election of each nominee requires a majority vote of the aggregate outstanding
shares of the Fund, which under the 1940 Act requires the vote of the lesser of
(a) 67% or more of the shares of the Fund present at the meeting if the holders
of more than 50% of the outstanding shares of the Fund are present at the
meeting or (b) more than 50% of the outstanding shares of the Fund.
In addition to the individuals listed above, set forth below is a list of the
directors and officers of the Fund who are also directors, officers or employees
of Metropolitan.
<TABLE>
<CAPTION>
NAME POSITION WITH THE FUND
- ------------------------ ----------------------
<S> <C>
Patricia S. Worthington Assistant Secretary
Harold Lerner Assistant Controller
Diane Johnson Assistant Controller
</TABLE>
7
<PAGE>
PROPOSAL 2. APPROVAL OR DISAPPROVAL OF AMENDMENTS TO EACH OF THE RESPECTIVE
INVESTMENT MANAGEMENT AGREEMENTS AND SUB-INVESTMENT MANAGEMENT
AGREEMENTS FOR CERTAIN OF THE PORTFOLIOS OF THE FUND
This proposal involves amendments to the investment management agreements and
sub-investment management agreements for the State Street Research Growth
Portfolio, the State Street Research Income Portfolio, the State Street Research
Diversified Portfolio and the State Street Research Aggressive Growth Portfolio.
The amendments involve changes to the investment management and sub-investment
management fees for these Portfolios. However, because Metropolitan (and not the
Fund) pays the sub-investment management fees, the sub-management fee increases
affect the Portfolios only indirectly.
The investment management agreements are also being amended to remove any
reference to a specific sub-investment manager in the provision of each
agreement that authorizes the Fund and the investment manager to employ a
sub-investment manager to be responsible for the day-to-day management of a
Portfolio. Finally, several minor changes are being made to the investment
management and sub-investment management agreements as shown in the forms of the
agreements attached hereto as Exhibits A and B, respectively.
The changes shown in Exhibit A, including a revised investment management fee
schedule, are also part of this proposal 2 with respect to the investment
management agreement for the GFM International Stock Portfolio. However, instead
of amending the sub-investment management agreement for that Portfolio, a new
sub-investment management agreement, including a revised sub-investment
management fee schedule, and a new sub-sub-investment management agreement are
being separately recommended for that Portfolio. Details of that proposal are
set forth under proposal 3 below, though information relevant to these changes
is set forth in the discussion and tables below.
While no changes to the investment management agreement or fee are being
proposed for the MetLife Money Market Portfolio, a new sub-investment management
agreement for this Portfolio is the subject of proposal 4 below, though certain
information relating to this Portfolio is set forth in the discussion and tables
below. NONE OF THESE PROPOSALS RELATE TO THE METLIFE STOCK INDEX PORTFOLIO, THE
LOOMIS SAYLES HIGH YIELD BOND PORTFOLIO, THE JANUS MID CAP PORTFOLIO, THE T.
ROWE PRICE SMALL CAP GROWTH PORTFOLIO OR THE SCUDDER GLOBAL EQUITY PORTFOLIO,
AND NO INFORMATION WITH RESPECT TO THOSE PORTFOLIOS IS SET FORTH BELOW.
THE INVESTMENT AND SUB-INVESTMENT ADVISERS
Metropolitan, 1 Madison Avenue, New York, New York 10010, which is registered as
an investment adviser under the Investment Advisers Act of 1940, acts as
investment adviser with respect to each Portfolio of the Fund under separate
Investment Management Agreements ('Investment Management Agreements') between
the Fund and Metropolitan. The Investment Management Agreements for the State
Street Research Growth, State Street Research Income, MetLife Money Market and
State Street Research Diversified Portfolios are each dated April 29, 1987. The
Investment Management Agreement for the State Street Research Aggressive Growth
Portfolio is dated April 29, 1988. The Investment Management Agreement for the
GFM International Stock Portfolio is dated April 29, 1991.
State Street Research & Management Company ('State Street Research'), One
Financial Center, Boston, Massachusetts 02111, an indirect wholly-owned
subsidiary of Metropolitan registered as an investment adviser under the
Investment Advisers Act of 1940, currently acts as sub-investment adviser to the
State Street Research Growth, State Street Research Income, State Street
Research Diversified and State Street Research Aggresive Growth Portfolios under
separate Sub-Investment Management
8
<PAGE>
Agreements ('Sub-Investment Management Agreements') among the Fund, Metropolitan
and State Street Research. The Sub-Investment Management Agreements for the
State Street Research Growth, State Street Research Income and State Street
Research Diversified Portfolios are each dated April 29, 1987. The
Sub-Investment Management Agreement for the State Street Research Aggressive
Growth Portfolio is dated April 29, 1988.
GFM International Investors Limited ('GFM'), 5 Upper St. Martins Lane, London,
England WC2H 9EA, an indirect wholly-owned subsidiary of Metropolitan registered
as an investment adviser under the Investment Advisers Act of 1940, currently
acts as sub-investment adviser to the GFM International Stock Portfolio under a
separate sub-investment management agreement among the Fund, Metropolitan and
GFM. The Sub-Investment Management Agreement for the GFM International Stock
Portfolio is dated June 26, 1991. As set forth in proposal 3, the Board of
Directors is recommending employing State Street Research as the sub-investment
adviser and GFM as the sub-sub-investment adviser for the Portfolio.
THE CURRENT AGREEMENTS
The Investment Management Agreement for each Portfolio provides that
Metropolitan, subject to review by the Fund's directors, is responsible for the
overall management of that Portfolio and has ultimate responsibility for making
decisions to buy, sell or hold any particular security for the Portfolio. Since
there is currently no sub-investment adviser for the MetLife Money Market
Portfolio, Metropolitan also has the day-to-day responsibility for making such
decisions for that Portfolio. As set forth in proposal 4, the Board of Directors
is recommending employing State Street Research as the sub-investment adviser
for the MetLife Money Market Portfolio.
The Sub-Investment Management Agreement for each of the State Street Research
Growth, State Street Research Income, State Street Research Diversified and
State Street Research Aggressive Growth Portfolios provides that State Street
Research, subject to review by the Fund's directors and by Metropolitan, has the
day-to-day responsibility for making decisions to buy, sell or hold any
particular security for that Portfolio. The current Sub-Investment Management
Agreement for the GFM International Stock Portfolio provides that GFM, subject
to review by the Fund's directors and by Metropolitan, has the day-to-day
responsibility for making decisions to buy, sell or hold any particular security
for that Portfolio.
The Investment Management Agreements and the Sub-Investment Management
Agreements require that the assets in the Portfolios be invested and reinvested
in a manner consistent with the investment objectives and policies set forth in
the registration statements, as from time to time amended, of the Fund under the
Securities Act of 1933.
The Investment Management Agreements were each most recently approved by their
respective shareholders on April 28, 1993 in connection with an amendment to
each Agreement removing a provision that required Metropolitan to subsidize the
expenses of each Portfolio.
The Sub-Investment Management Agreements relating to the State Street Research
Growth, State Street Research Income and State Street Research Diversified
Portfolios were each most recently approved by their respective shareholders on
April 29, 1987. The Sub-Investment Management Agreement relating to the State
Street Research Aggressive Growth Portfolio was most recently approved by its
shareholders on November 29, 1988. The Sub-Investment Management Agreement
relating to the GFM International Stock Portfolio was most recently approved by
its shareholders on June 11, 1992. Each of the Sub-Investment Management
Agreements was submitted to its respective
9
<PAGE>
shareholders in order to comply with the provisions of the 1940 Act that require
an investment management agreement to be approved by the shareholders of an
investment company.
Each of the Investment Management Agreements and Sub-Investment Management
Agreements was most recently approved by the Board of Directors of the Fund,
including a majority of the directors who were not 'interested persons,' on
April 24, 1997 in connection with the annual renewal of such Agreements.
EFFECT OF PROPOSED FEE CHANGES
The effect of changing the investment management and sub-investment management
fees is demonstrated by the following fee and expense tables. The tables are
based on the current and the proposed revised fee structures. The tables do not
reflect charges, including any sales loads, against the Separate Accounts,
premiums, purchase payments, cash values or account balances under the MetLife
Contracts or Met Tower Policies. As stated above, the payment of sub-advisory
and sub-sub-advisory fees is not the responsiblity of the Fund, and therefore
such fees affect a Portfolio's expenses only indirectly.
PROPOSED AND CURRENT FEES
(AS A PERCENTAGE OF AVERAGE DAILY NET ASSET VALUE)
STATE STREET RESEARCH INCOME PORTFOLIO
<TABLE>
<CAPTION>
ADVISORY FEES SUB-ADVISORY FEES
- ------------------------------------------------ ----------------------------------------------------------------------------
(MILLIONS)* PROPOSED CURRENT (MILLIONS)* PROPOSED (MILLIONS)* CURRENT
----------- -------- ------- ----------- -------- ----------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Up to $ 250 0.35% 0.25% Up to $ 250 0.27% Up to $ 25 0.25%
Next $ 250 0.30% 0.25% Next $ 250 0.22% Next $ 25 0.19%
Over $ 500 0.25% 0.25% Over $ 500 0.17% Over $ 50 0.13%
</TABLE>
STATE STREET RESEARCH DIVERSIFIED PORTFOLIO
<TABLE>
<CAPTION>
ADVISORY FEES SUB-ADVISORY FEES
- ------------------------------------------------ ----------------------------------------------------------------------------
(MILLIONS)* PROPOSED CURRENT (MILLIONS)* PROPOSED (MILLIONS)* CURRENT
----------- -------- ------- ----------- -------- ----------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Up to $ 500 0.50% 0.25% Up to $ 500 0.35% Up to $ 5 0.50%
Next $ 500 0.45% 0.25% Next $ 500 0.30% Next $ 5 0.38%
Over $ 1,000 0.40% 0.25% Over $ 1,000 0.25% Next $ 190 0.25%
Over $ 200 0.20%
</TABLE>
STATE STREET RESEARCH GROWTH PORTFOLIO
<TABLE>
<CAPTION>
ADVISORY FEES SUB-ADVISORY FEES
- ------------------------------------------------ ----------------------------------------------------------------------------
(MILLIONS)* PROPOSED CURRENT (MILLIONS)* PROPOSED (MILLIONS)* CURRENT
----------- -------- ------- ----------- -------- ----------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Up to $ 500 0.55% 0.25% Up to $ 500 0.40% Up to $ 5 0.50%
Next $ 500 0.50% 0.25% Next $ 500 0.35% Next $ 5 0.38%
Over $ 1,000 0.45% 0.25% Over $ 1,000 0.30% Next $ 190 0.25%
Over $ 200 0.20%
</TABLE>
STATE STREET RESEARCH AGGRESSIVE GROWTH PORTFOLIO
<TABLE>
<CAPTION>
ADVISORY FEES SUB-ADVISORY FEES
- ------------------------------------------------ ----------------------------------------------------------------------------
(MILLIONS)* PROPOSED CURRENT (MILLIONS)* PROPOSED (MILLIONS)* CURRENT
----------- -------- ------- ----------- -------- ----------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Up to $ 500 0.75% 0.75% Up to $ 500 0.55% All assets 0.75%
Next $ 500 0.70% 0.75% Next $ 500 0.50%
Over $ 1,000 0.65% 0.75% Over $ 1,000 0.45%
</TABLE>
10
<PAGE>
GFM INTERNATIONAL STOCK PORTFOLIO
<TABLE>
<CAPTION>
ADVISORY FEES SUB-ADVISORY FEES
- ------------------------------------------------ ----------------------------------------------------------------------------
(MILLIONS)* PROPOSED CURRENT (MILLIONS)* PROPOSED (MILLIONS)* CURRENT
----------- -------- ------- ----------- -------- ----------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Up to $ 500 0.75% 0.75% Up to $ 500 0.55% All assets 0.60%
Next $ 500 0.70% 0.75% Next $ 500 0.50%
Over $ 1,000 0.65% 0.75% Over $ 1,000 0.45%
<CAPTION>
SUB-SUB-ADVISORY FEES
- ----------------------------------------------------------------------------
(MILLIONS)* PROPOSED (MILLIONS)* CURRENT
----------- -------- ----------- -------
<S> <C> <C> <C> <C>
Up to $ 500 0.50% N.A. N.A.
Next $ 500 0.45%
Over $ 1,000 0.40%
</TABLE>
METLIFE MONEY MARKET PORTFOLIO
<TABLE>
<CAPTION>
ADVISORY FEES SUB-ADVISORY FEES
- ------------------------------------------------ ----------------------------------------------------------------------------
(MILLIONS)* PROPOSED CURRENT (MILLIONS)* PROPOSED (MILLIONS)* CURRENT
----------- -------- ------- ----------- -------- ----------- -------
<S> <C> <C> <C> <C> <C> <C>
All Assets 0.25% 0.25% All Assets 0.25% N.A. N.A.
</TABLE>
- ------------------
* This column shows the amount of the Portfolio's assets to which the fees shown
do or would apply.
1996 FEES AND EXPENSES--BASED ON CURRENT AND PROPOSED FEE SCHEDULES
<TABLE>
<CAPTION>
CURRENT FEE SCHEDULE
MANAGEMENT OTHER
FEES EXPENSES TOTAL
---------- -------- -----
<S> <C> <C> <C>
State Street Research
Growth 0.25% 0.04% 0.29 %
State Street Research
Aggressive Growth 0.75% 0.04% 0.79 %
State Street Research
Diversified 0.25% 0.04% 0.29 %
State Street Research
Income 0.25% 0.07% 0.32 %
GFM International
Stock 0.75% 0.22% 0.97 %
</TABLE>
<TABLE>
<CAPTION>
PROPOSED FEE SCHEDULE
MANAGEMENT OTHER
FEES* EXPENSES TOTAL
---------- -------- -----
<S> <C> <C> <C>
State Street Research
Growth 0.51% 0.04% 0.55 %
State Street Research
Aggressive Growth 0.71% 0.04% 0.75 %
State Street Research
Diversified 0.46% 0.04% 0.50 %
State Street Research
Income 0.33% 0.07% 0.40 %
GFM International
Stock 0.75% 0.22% 0.97 %
</TABLE>
- ------------------
*Composite rate, based on 1996 average net assets.
The following table shows the amount of management fees paid to Metropolitan (as
investment manager) and State Street Research and GFM (as sub-investment
managers) in 1996 with respect to the Portfolios whose investment management
and/or sub-investment management fees are being changed. The table also shows
what those amounts would have been had the amended fees been in effect during
1996, and the difference between the two amounts as a percentage of the amounts
actually received in 1996.
11
<PAGE>
FEE COMPARISON TABLE
<TABLE>
<CAPTION>
AMOUNTS RECEIVED BY AMOUNTS RECEIVED BY
INVESTMENT MANAGER SUB-INVESTMENT MANAGER
---------------------------------- ----------------------------------
NAME OF PORTFOLIO ACTUAL PROPOSED CHANGE ACTUAL PROPOSED CHANGE
- ---------------------------- ---------- ---------- ------ ---------- ---------- ------
<S> <C> <C> <C> <C> <C> <C>
State Street Research Growth $3,351,614 $6,782,926 102.38% $2,840,435 $4,837,021 70.29%
Portfolio
State Street Research Income $ 911,476 $1,218,650 33.70% $ 504,338 $ 930,454 84.49%
Portfolio
State Street Research $3,179,254 $5,836,673 83.59% $2,690,091 $3,966,813 47.46%
Diversified Portfolio
State Street Research $8,815,041 $8,387,656 -4.85% $8,944,882 $6,111,423 -31.68%
Aggressive Growth
Portfolio
GFM International Stock $2,330,738 $2,330,738 0.00% $1,868,362 $1,581,980 -15.33%
Portfolio
</TABLE>
The State Street Research Growth, State Street Research Income, MetLife Money
Market, State Street Research Diversified, State Street Research Aggressive
Growth and GFM International Stock Portfolios of the Fund had net assets of
$1,597,728,475, $383,394,838, $41,636,631, $1,448,841,167, $1,321,849,364 and
$303,825,483, respectively, as of December 31, 1996.
THE BOARD OF DIRECTORS OF THE FUND UNANIMOUSLY RECOMMENDS APPROVAL OF THE
PROPOSED AMENDMENTS TO THE INVESTMENT MANAGEMENT AGREEMENTS AND SUB-INVESTMENT
MANAGEMENT AGREEMENTS FOR THE PORTFOLIOS.
REASONS FOR PROPOSED CHANGES
In approving the amended Investment Management Agreements and Sub-Investment
Management Agreements and recommending their respective approval by the
shareholders of each Portfolio, the Board has considered the nature, quality and
extent of the services to be performed by Metropolitan; the investment record of
the Portfolios involved; comparative data as to investment performance, advisory
fees and expenses; the financial, personnel and structural information of
Metropolitan, including the costs incurred by, and profitability of,
Metropolitan and its affiliates in providing investment management and other
services to the Fund; and such other factors and information as the Board
believes to be relevant.
In reviewing the nature and amount of the expenses incurred by Metropolitan, the
Board concluded that the current fee levels had proven insufficient for
Metropolitan and its affiliates to earn revenues significantly above their costs
of managing the Portfolios of the Fund. The current level of investment
management and sub-investment management fees makes it difficult for
Metropolitan and its affiliates to continue to provide the quality of service it
has provided to this point. The Board was particularly concerned that the
present level of service provided by Metropolitan for the benefit of MetLife
Contract and Met Tower Policy owners be at least maintained in the future. The
Board compared the fees proposed with the fees of other similar investment
companies and determined that the proposed fees compared favorably. The Board
also concluded that the proposed fee changes would not inordinately affect the
expense ratios of the affected Portfolios, especially when compared to similar
investment
12
<PAGE>
companies and in light of the level of service provided by Metropolitan and its
affiliates. Also, the Board of Directors of the Fund believes that, assuming the
Portfolios continue to grow in size, the impact of changing the fee structure
will lessen further over time.
VOTE REQUIRED FOR APPROVAL OF THE CHANGES
The shareholder voting on the approval of these amended agreements is on a
Portfolio-by-Portfolio basis in which approval with respect to the particular
amended agreements relating to a particular Portfolio requires the requisite
vote of the shareholders in that Portfolio. Shareholders in a particular
Portfolio will vote only on the particular amended agreements which relate to
that Portfolio and approval by any Portfolio is not conditioned on approval by
any other Portfolio. The voting instruction forms which accompany this Statement
indicate with respect to which of the amended Agreements an owner of a MetLife
Contract or a Met Tower Policy may give voting instructions.
Approval of a particular amended agreement requires a majority vote of the
outstanding shares in the particular Portfolio affected by such agreement. Under
the 1940 Act, a 'majority vote of the outstanding shares' means the vote of the
lesser of (a) 67% or more of the shares in such Portfolio present at the meeting
if the holders of more than 50% of the outstanding shares in such Portfolio are
present at the meeting or (b) more than 50% of the outstanding shares in such
Portfolio. If approved, each amended agreement will become effective on August
1, 1997, and will continue in effect until May 16, 1998. Thereafter, each
amended agreement will continue in effect from year to year with respect to the
particular Portfolio it affects if approved annually (a) by the Board of
Directors of the Fund or by a majority vote of the outstanding shares of that
Portfolio (as determined pursuant to the 1940 Act), and (b) by a majority vote
of the directors who are not 'interested persons' of any party to such
agreement. An amended agreement may be terminated with respect to the particular
Portfolio it affects without penalty on 60 days' written notice by the Board of
Directors of the Fund, by Metropolitan or by the majority vote of the
shareholders in that Portfolio, and each amended agreement will terminate
automatically in the event of its assignment. In addition, a Sub-Investment
Management Agreement will also terminate in the event the Investment Management
Agreement relating to the same Portfolio is terminated.
ADDITIONAL INFORMATION ABOUT METROPOLITAN AND THE SUB-INVESTMENT ADVISERS
Pursuant to a distribution agreement entered into on May 16, 1983, between the
Fund and Metropolitan, Metropolitan also performs all sales functions with
respect to the sale of the Fund's shares and is the principal underwriter and
distributor of the Fund's shares. Such shares are sold without sales charge and
at their respective net asset values. No fees are paid by the Fund to
Metropolitan for services provided under the distribution agreement.
13
<PAGE>
Set forth in the table below is information about other registered investment
company portfolios managed by State Street Research having similar objectives to
the Portfolios that they currently manage or are proposed to manage.
<TABLE>
<CAPTION>
CURRENT
NET ASSETS PART OR ALL
MET SERIES FUND SIMILAR DECEMBER 31, 1996 ADVISORY COMPENSATION
PORTFOLIO SSR FUND* ----------------- COMPENSATION WAIVED
- ---------------------------- ---------------------- (THOUSANDS) -------------------------- ------------
<S> <C> <C> <C> <C>
State Street Research Equity Investment $ 136,224 0.65% Yes
Growth
Investment** 1,337,354 First $200,000,000 0.50% No
Next $100,000,000 0.375%
Next $200,000,000 0.30%
Over $500,000,000 0.25%
State Street Research Capital Appreciation 718,964 0.75% No
Aggressive
Growth Capital 707,053 0.75% No
State Street Research Managed Assets 528,260 0.75% Yes
Diversified
Strategic Portfolios: 44,220 0.65% Yes
Moderate
State Street Research Intermediate Bond 16,864 0.55% Yes
Income
Strategic Portfolios: 33,492 0.60% Yes
Conservative
Government Income 687,212 0.65% No
MetLife Money Money Market Fund 228,533 0.50% Yes
Market Portfolio
GFM International International Equity 79,300 0.75% No
Stock
</TABLE>
- ------------------
* State Street Research serves as the primary investment manager for all of the
registered investment companies listed in the table above. In turn, the
International Equity Fund is managed on a day-to-day basis by GFM under a
sub-investment management agreement between State Street Research and GFM.
** A shareholder proposal to increase the advisory compensation for this fund is
pending. Assuming approval and full implementation of the proposal, based on
December 31, 1996 assets the effective fee rate would have been 0.51%.
Set forth below are the names and principal occupations of the principal
executive officer and the other directors of Metropolitan (whose addresses for
this purpose are the same as that of Metropolitan):
<TABLE>
<CAPTION>
DIRECTORS PRINCIPAL OCCUPATIONS
- ----------------------- ------------------------------------------------------------------
<S> <C>
Curtis H. Barnette Chairman of the Board and Chief Executive Officer, Bethlehem Steel
Corporation.
</TABLE>
14
<PAGE>
<TABLE>
<CAPTION>
DIRECTORS PRINCIPAL OCCUPATIONS
- ----------------------- ------------------------------------------------------------------
Gerald Clark Senior Executive Vice-President and Director, Metropolitan.
<S> <C>
Joan Ganz Cooney Chairman-Executive Committee, Children's Television Workshop.
Burton A. Dole Chairman of the Board, Nellcor Puritan Bennett.
James R. Houghton Retired Chairman of the Board and Chief Executive Officer, Corning
Incorporated.
Harry P. Kamen Chairman of the Board, President and Chief Executive Officer,
Metropolitan. (Principal Executive Officer)
Helene L. Kaplan Of Counsel, Skadden, Arps, Slate, Meagher & Flom.
Charles M. Leighton Chairman and Chief Executive Officer, CML Group, Inc.
Richard J. Mahoney Chairman of Executive Committee and Director, Monsanto Company.
Allen E. Murray Retired Chairman of the Board, President and Chief Executive
Officer, Mobil Corporation.
John J. Phelan, Jr. Retired Chairman and Chief Executive Officer, NYSE, Inc.
John B. M. Place Former Chairman of the Board, Crocker National Corporation.
Hugh B. Price President and Chief Executive Officer, National Urban League, Inc.
Robert G. Schwartz Retired Chairman of the Board, President and Chief Executive
Officer, Metropolitan.
Ruth Simmons President, Smith College.
William S. Sneath Retired Chairman of the Board, Union Carbide Corporation.
John R. Stafford Chairman, President and Chief Executive Officer, American Home
Products Corp.
William C. Steere, Jr. Chairman and Chief Executive Officer, Pfizer, Inc.
</TABLE>
Set forth below are the names and principal occupations of the principal
executive officer and the other directors of State Street Research (whose
addresses for this purpose are the same as that of State Street Research):
<TABLE>
<CAPTION>
DIRECTORS PRINCIPAL OCCUPATIONS
- ----------------------- ------------------------------------------------------------------
<S> <C>
Peter C. Bennett Director and Executive Vice President, State Street Research.
Gerard P. Maus Director, Executive Vice President, Treasurer, and Chief Financial
Officer, State Street Research.
Thomas A. Shively Director and Executive Vice President, State Street Research.
Ralph F. Verni Chairman, President and Chief Executive Officer, State Street
Research. (Principal Executive Officer)
</TABLE>
Set forth below are the names and principal occupations of the principal
executive officer and the other directors of GFM (whose addresses for this
purpose are the same as that of GFM):
<TABLE>
<CAPTION>
DIRECTORS PRINCIPAL OCCUPATIONS
- ----------------------- ------------------------------------------------------------------
<S> <C>
Gerard P. Maus Director, Executive Vice President, Treasurer and Chief Financial
Officer, State Street Research.
Francis J. McNamara, Executive Vice President, General Counsel and Secretary, State
III Street Research.
Ralph V. Verni Chairman, President and Chief Executive Officer, State Street
Research. (Principal Executive Officer)
</TABLE>
15
<PAGE>
PROPOSAL 3. APPROVAL OR DISAPPROVAL OF THE SUB-INVESTMENT MANAGEMENT AGREEMENT
AND SUB-SUB-INVESTMENT MANAGEMENT AGREEMENT FOR THE GFM
INTERNATIONAL STOCK PORTFOLIO
Information relating to the GFM International Stock Portfolio and its current
investment management and sub-investment management agreements is set forth
above as part of the discussion with respect to proposal 2. As set forth
therein, Metropolitan serves as the primary manager for the Portfolio while GFM,
as the sub-investment manager, has the day-to-day responsibility for making
decisions to buy, sell or hold any particular security for the Portfolio.
It is now being proposed to make State Street Research the sub-investment
manager and GFM the sub-sub-investment manager. The Board of Directors of the
Fund believes that this new arrangement would be in the best interest of the
shareholders of the Portfolio because it will result in the valuable research
and investment management resources of State Street Research being made
available to the Portfolio. State Street Research has recently assumed a greater
administrative role with GFM. Under the new arrangement, State Street Research
would have full investment discretion to manage the Portfolio. However, State
Street Research expects to limit its role to primarily providing support through
quantitative analysis, investment, market and economic research, general
corporate and administrative services, computer and software facilities and
services, fund accounting and back office assistance, and input on other related
functions. GFM would continue to make the day-to-day decisions of which
securities to buy, sell and hold.
The new arrangement would be accomplished through a new sub-investment
management agreement among the Fund, Metropolitan as the investment manager, and
State Street Research as the sub-investment manager. A new fee schedule, as set
forth in the table on pages 10 and 11, will be included in the new agreement.
The Fund has no responsibility for the payment of this fee to State Street
Research. This new agreement is set forth as Exhibit C attached hereto.
In addition, a new sub-sub-investment management agreement would be entered into
among the Fund, the investment manager, the sub-investment manager and GFM as
the sub-sub-investment manager. The new arrangement will have no effect on the
investment management fee paid by the Portfolio to Metropolitan or the
sub-investment management fee paid by Metropolitan to State Street Research.
State Street Research will, however, pay GFM a fee as set forth in the table on
pages 10 and 11. This new agreement is set forth as Exhibit D attached hereto.
The Board has approved the renaming of the GFM International Stock Portfolio as
the State Street Research International Stock Portfolio if the proposal is
approved. For information relating to the other international equity fund
managed by GFM, see the table set forth on page 14 above. State Street Research
does not currently manage any international equity funds but does manage funds
that do invest in international equities.
THE BOARD OF DIRECTORS OF THE FUND UNANIMOUSLY RECOMMENDS APPROVAL OF THE
SUB-INVESTMENT MANAGEMENT AND SUB-SUB-INVESTMENT MANAGEMENT AGREEMENTS FOR THE
GFM INTERNATIONAL STOCK PORTFOLIO.
The voting on the approval of these Agreements is by the shareholders of the GFM
International Stock Portfolio only. Approval of the Agreements requires a
majority vote of the outstanding shares of the GFM International Stock
Portfolio. Under the 1940 Act, a 'majority vote of the outstanding shares' means
the vote of the lesser of (a) 67% or more of the shares in the Portfolio present
at the meeting if the holders of more than 50% of the outstanding shares in the
Portfolio are present at the meeting or (b) more than 50% of the outstanding
shares in the Portfolio. If approved, the Sub-Investment Management and the
Sub-Sub-Investment Management Agreements will both continue in effect until May
16, 1998. Thereafter, each Agreement will continue in effect from year to year
if approved annually
16
<PAGE>
(a) by the Board of Directors of the Fund or by a majority vote of the
outstanding shares of the Portfolio (as determined pursuant to the 1940 Act),
and (b) by a majority of the directors who are not 'interested persons' of any
party to the agreement.
An agreement may be terminated without penalty on 60 days' written notice by the
Board of Directors of the Fund, by Metropolitan, by State Street Research, by
GFM (in the case of the Sub-Sub-Investment Management Agreement) or by the
majority vote of the shareholders in the Portfolio, and will terminate
automatically in the event of its assignment. In addition, an agreement will
also terminate in the event the Investment Management Agreement relating to the
GFM International Stock Portfolio is terminated.
PROPOSAL 4. APPROVAL OR DISAPPROVAL OF THE SUB-INVESTMENT MANAGEMENT AGREEMENT
FOR THE METLIFE MONEY MARKET PORTFOLIO
Information relating to the MetLife Money Market Portfolio and its current
Investment Management Agreement is set forth above as a part of the discussion
with respect to proposal 2. As set forth therein, Metropolitan currently has the
day-to-day responsibility for making decisions to buy, sell or hold any
particular security for the Portfolio.
Metropolitan has informed the Fund that it may no longer be cost effective,
given the relatively small size of the Portfolio, for Metropolitan or the Fund
for Metropolitan to continue to be responsible for such day-to-day management,
since the Portfolio is the only short-term investment fund managed by
Metropolitan that is registered under the 1940 Act. Thus it is being proposed
that State Street Research be retained as the sub-investment manager for the
Portfolio. No change is being proposed in the current investment management fee
of an annual rate of .25% of the average daily value of the aggregate net assets
of the Portfolio, and State Street Research would be compensated by Metropolitan
at the same rate for providing sub-investment management services. The Fund
would have no responsibility for the payment of the sub-investment management
fee.
If the proposal is approved, the Board has approved the renaming of the MetLife
Money Market Portfolio as the State Street Research Money Market Portfolio. A
copy of the proposed Sub-Investment Management Agreement is attached hereto as
Exhibit E. For information relating to the money market fund currently managed
by State Street Research, see the table set forth on page 14 above.
THE BOARD OF DIRECTORS OF THE FUND UNANIMOUSLY RECOMMENDS APPROVAL OF THE
SUB-INVESTMENT MANAGEMENT AGREEMENT FOR THE METLIFE MONEY MARKET PORTFOLIO.
The voting on the approval of this Agreement is by the shareholders of the
MetLife Money Market Portfolio only. Approval of the Agreement requires a
majority vote of the outstanding shares of the MetLife Money Market Portfolio.
Under the 1940 Act, a 'majority vote of the outstanding shares' means the vote
of the lesser of (a) 67% or more of the shares in the Portfolio present at the
meeting if the holders of more than 50% of the outstanding shares in the
Portfolio are present at the meeting or (b) more than 50% of the outstanding
shares in the Portfolio. If approved, the Sub-Investment Management Agreement
will continue in effect until May 16, 1998. Thereafter, the Agreement will
continue in effect from year to year if approved annually (a) by the Board of
Directors of the Fund or by a majority vote of the outstanding shares of the
Portfolio (as determined pursuant to the 1940 Act), and (b) by a majority of the
directors who are not 'interested persons' of any party to the Agreement. The
Agreement may be terminated without penalty on 60 days' written notice by the
Board of Directors of the Fund, by Metropolitan, by State Street Research or by
the majority vote of the shareholders in the Portfolio, and will terminate
automatically in the event of its assignment. In addition, the Agreement will
also terminate in the event the Investment Management Agreement relating to the
MetLife Money Market Portfolio is terminated.
17
<PAGE>
PROPOSAL 5. RATIFICATION OR REJECTION OF THE SELECTION OF INDEPENDENT AUDITORS
A majority of the Board of Directors of the Fund, including a majority of the
directors who were not 'interested persons,' has selected the firm of Deloitte &
Touche LLP to act as independent auditors for the Fund for the year 1997. This
selection is being submitted for ratification or rejection by the shareholders.
Ratification of the selection of Deloitte & Touche LLP requires a majority vote
of the aggregate outstanding shares of the Fund, which under the 1940 Act,
requires the vote of the lesser of (a) 67% or more of the shares of the Fund
present at the meeting if the holders of more than 50% of the outstanding shares
of the Fund are present at the meeting or (b) more than 50% of the outstanding
shares of the Fund.
Deloitte & Touche LLP has acted as independent auditors for the Fund since the
Fund commenced operations on May 16, 1983, and also acts as the independent
auditors for Metropolitan and Metropolitan Tower. During 1996, Deloitte & Touche
LLP performed auditor services for the Fund, including examination of the Fund's
financial statements, review of annual reports and registration statement
amendments filed with the Securities and Exchange Commission, consultation on
financial account and reporting matters, and meetings with the Board of
Directors. The examination of the Fund's financial statements by Deloitte &
Touche LLP was made in accordance with generally accepted auditing standards and
included such tests of the accounting records and such other auditing procedures
as they considered necessary in the circumstances.
THE BOARD OF DIRECTORS OF THE FUND UNANIMOUSLY RECOMMENDS RATIFICATION OF THE
SELECTION OF DELOITTE & TOUCHE LLP FOR THE YEAR 1997.
It is expected that a representative of the firm will be present at the meeting
with the opportunity to make statements and respond to appropriate questions.
ANNUAL MEETINGS AND PROPOSALS OF SHAREHOLDERS
The By-Laws of the Fund require an annual meeting only, unless the Board of
Directors otherwise determines that there should be one, in years in which
shareholder action is needed on any one or more of the following:
(1) the election of directors;
(2) approval of an investment advisory agreement;
(3) ratification of the selection of independent auditors;
(4) approval of a distribution agreement.
If any shareholder wishes to submit a proposal at the next Annual Meeting of
Shareholders, which, if scheduled, will be held in April or May 1998, such
proposal must be submitted to the Fund, 1 Madison Avenue, New York, New York
10010, Attention: Robin Wagner. Such proposal must be received on or before
November 4, 1997 in order to be considered for any 1998 Annual Meeting.
OTHER BUSINESS
The Board of Directors knows of no other business that will come before the
meeting. Should any matters other than those referred to above properly come
before the meeting, it is the intention of Metropolitan and Metropolitan Tower
to vote on such matters in their discretion.
May 23, 1997
18
<PAGE>
EXHIBIT A
THE MATERIAL LANGUAGE TO BE ADDED TO THE CURRENT INVESTMENT MANAGEMENT
AGREEMENTS IS UNDERLINED; THE MATERIAL LANGUAGE TO BE DELETED IS SET FORTH IN
BRACKETS [ ]. THE PROPER NAME OF THE PORTFOLIO, STATE STREET RESEARCH GROWTH,
STATE STREET RESEARCH INCOME, STATE STREET RESEARCH DIVERSIFIED, STATE STREET
RESEARCH AGGRESSIVE GROWTH OR STATE STREET RESEARCH INTERNATIONAL STOCK WILL BE
INSERTED IN EACH PORTFOLIO'S AGREEMENT WHERE INDICATED BY [NAME OF PORTFOLIO].
BRACES ({ }) ARE USED TO INDICATE INFORMATION THAT WILL VARY IN THE EACH
PORTFOLIO'S AMENDED AGREEMENT OR DID VARY IN EACH PORTFOLIO'S CURRENT AGREEMENT.
[NAME OF PORTFOLIO] AMENDED INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made this 29th day of April, {various years}, and amended
effective the [16th day of May, 1993] 1ST DAY OF AUGUST 1997, 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] VARIOUS PORTFOLIOS, each of which pursues its investment objectives
through separate investment policies, and the Fund may add or delete portfolios
from time to time;
WHEREAS, the Investment Manager is engaged principally in the business of
insurance and also in rendering advisory services and is registered as an
investment adviser under the Investment Advisers Act of 1940;
WHEREAS, the Investment Manager currently provides investment management
and corporate administrative services to each of the Portfolios pursuant to
separate investment management agreements between the Fund and the Investment
Manager; and
WHEREAS, the Fund desires to enter into a separate investment management
agreement with respect to the [Name of 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 [Name of 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
A-1
<PAGE>
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 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 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 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
A-2
<PAGE>
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} for all the Portfolios except
International Stock; for International Stock Portfolio - GFM INTERNATIONAL
INVESTORS LIMITED} as the] A 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 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 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.
A-3
<PAGE>
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% for all the Portfolios except for Aggressive Growth and International
Stock; for Aggressive Growth and International Stock - 0.75%} of] SPECIFIED BY
THE SCHEDULE OF FEES IN THE APPENDIX TO THIS AGREEMENT. The average daily value
of the net assets of the Portfolio [as] shall be determined and computed in
accordance with the description of the method of determination of net asset
value contained in the 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 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, 1998 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.
A-4
<PAGE>
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.
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, TO THE EXTENT
PERMITTED BY THE INVESTMENT COMPANY ACT, 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.
METROPOLITAN SERIES FUND, INC.
By ___________________________________
President
Attest:
________________________________________
Secretary
METROPOLITAN LIFE INSURANCE COMPANY
By ___________________________________
Executive Vice-President
Attest:
________________________________________
Assistant Secretary
A-5
<PAGE>
APPENDIX
METROPOLITAN SERIES FUND FEE SCHEDULE
{STATE STREET RESEARCH GROWTH PORTFOLIO
<TABLE>
<S> <C>
1ST $500M .55%
NEXT $500M .50%
ABOVE $1,000M .45% OF THE AVERAGE DAILY VALUE OF
THE NET ASSETS OF THE PORTFOLIO.}
</TABLE>
{STATE STREET RESEARCH INCOME PORTFOLIO
<TABLE>
<S> <C>
1ST $250M .35%
NEXT $250M .30%
ABOVE $500M .25% OF THE AVERAGE DAILY VALUE OF
THE NET ASSETS OF THE PORTFOLIO.}
</TABLE>
{STATE STREET RESEARCH DIVERSIFIED STOCK PORTFOLIO
<TABLE>
<S> <C>
1ST $500M .50%
NEXT $500M .45%
ABOVE $1,000M .40% OF THE AVERAGE DAILY VALUE OF
THE NET ASSETS OF THE PORTFOLIO.}
</TABLE>
{STATE STREET RESEARCH AGGRESSIVE GROWTH PORTFOLIO
<TABLE>
<S> <C>
1ST $500M .75%
NEXT $500M .70%
ABOVE $1,000M .65% OF THE AVERAGE DAILY VALUE OF
THE NET ASSETS OF THE PORTFOLIO.}
</TABLE>
{STATE STREET RESEARCH INTERNATIONAL STOCK PORTFOLIO
<TABLE>
<S> <C>
1ST $500M .75%
NEXT $500M .70%
ABOVE $1,000M .65% OF THE AVERAGE DAILY VALUE OF
THE NET ASSETS OF THE PORTFOLIO.}
</TABLE>
A-6
<PAGE>
EXHIBIT B
THE MATERIAL LANGUAGE TO BE ADDED TO THE CURRENT SUB-INVESTMENT MANAGEMENT
AGREEMENTS IS UNDERLINED; THE MATERIAL LANGUAGE TO BE DELETED IS SET FORTH IN
BRACKETS [ ]. THE PROPER NAME OF THE PORTFOLIO, STATE STREET RESEARCH GROWTH,
STATE STREET RESEARCH INCOME, STATE STREET RESEARCH DIVERSIFIED OR STATE STREET
RESEARCH AGGRESSIVE GROWTH WILL BE INSERTED IN EACH PORTFOLIO'S AGREEMENT WHERE
INDICATED BY [NAME OF PORTFOLIO]. BRACES ({ }) ARE USED TO INDICATE INFORMATION
THAT WILL VARY IN THE EACH PORTFOLIO'S AMENDED AGREEMENT OR DID VARY IN EACH
PORTFOLIO'S CURRENT AGREEMENT.
[NAME OF PORTFOLIO] AMENDED SUB-INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made this 29th day of April, {various dates} AND AMENDED
EFFECTIVE THE FIRST DAY OF AUGUST, 1997, 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 [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,] VARIOUS PORTFOLIOS, 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 [Name of Portfolio] as set forth in the [Name of Portfolio]
Investment Management Agreement dated {various dates} between the Fund and the
Investment Manager (the '[Name of 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 [Name of 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
B-1
<PAGE>
the Fund's [Name of 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 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 IN
WRITING 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 IN WRITING that such determination has been revoked.
The Sub-Investment Manager shall take, on behalf of the Fund, all actions which
it deems necessary to implement the investment policies of the Portfolio,
determined as provided above, and in particular to place all orders for the
purchase or sale of portfolio securities for the Portfolio with brokers or
dealers selected by it.
In connection with the selection of such brokers or dealers and the placing
of such orders, the Sub-Investment Manager is directed at all times to follow
the policies of the Fund set forth in the Prospectus. Nothing herein shall
preclude the 'bunching' of orders for the sale or purchase of portfolio
securities with other Fund portfolios or with other accounts managed by the
Sub-Investment Manager. The Sub-Investment Manager shall not favor any account
over any other and any purchase or sale orders executed contemporaneously shall
be allocated in a manner it deems equitable among the accounts involved and at a
price which is approximately averaged.
In connection with these services the Sub-Investment Manager will provide
investment research as to the Portfolio's investments and conduct a continuous
program of evaluation of its assets. The Sub-Investment Manager will furnish the
Investment Manager and the Fund such statistical information with respect to the
investments it makes for the Portfolio as the Investment Manager and the Fund
may reasonably request. On its own initiative, the Sub-Investment Manager will
apprise the Investment Manager and the Fund of important developments materially
affecting the Portfolio and will furnish the Investment Manager and the Fund
from time to time such information as may be believed appropriate for this
purpose. In addition, the Sub-Investment Manager will furnish the Investment
Manager and the Fund's Board of Directors such periodic and special reports as
either of them may reasonably request.
The Sub-Investment Manager will exercise its best judgment in rendering the
services provided for in this Article 1, and the Fund and the Investment Manager
agree, as an inducement to the Sub-Investment Manager's undertaking so to do,
that the Sub-Investment Manager will not be liable under this Agreement for any
mistake of judgment or in any other event whatsoever, except as hereinafter
provided. The Sub-Investment Manager shall for all purposes herein be deemed to
be an independent contractor and shall, unless otherwise provided or authorized,
have no authority to act for or represent the Fund or the Investment Manager in
any way or otherwise be deemed an agent of the Fund or the Investment Manager
other than in furtherance of its duties and responsibilities as set forth in
this Agreement.
B-2
<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 [Name of Portfolio] Investment Management Agreement. Nothing in
this [Name of 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 AT THE ANNUAL RATE specified by the schedule of fees in
the Appendix to this Agreement. The fee for any period from the date the
Portfolio commences operations to the end of the month will be prorated
according to the proportion which the period bears to the full month, and, upon
any termination of this Agreement before the end of any month, the fee for the
part of the month during which the Sub-Investment Manager acted under this
Agreement will be prorated according to the proportion which the period bears to
the full month and will be payable upon the date of termination of this
Agreement.
For the purpose of determining the fees payable to the Sub-Investment
Manager, the value of the Portfolio's net assets will be computed in the manner
specified in the Fund's Prospectus. The Sub-Investment Manager will bear all of
its own expenses (such as research costs) in connection with the performance of
its duties under this Agreement except for those which the Investment Manager
agrees to pay.
Other Matters.
The Sub-Investment Manager may from time to time employ or associate with
itself any person or persons believed to be particularly fitted to assist in its
performance of services under this Agreement. The compensation of any such
persons will be paid by the Sub-Investment Manager, and no obligation will be
incurred by, or on behalf of, the Fund or the Investment Manager with respect to
them.
The Fund and the Investment Manager understand that the Sub-Investment
Manager now acts and will continue to act as investment manager to various
investment companies and fiduciary or other managed accounts, and the Fund and
the Investment Manager have no objection to the Sub-Investment Manager's so
acting. In addition, the Fund understands that the persons employed by the
Sub-Investment Manager to assist in the performance of the Sub-Investment
Manager's duties hereunder will not devote their full time to such service, and
nothing herein contained shall be deemed to limit or restrict the Sub-Investment
Manager's right or the right of any of the Sub-Investment Manager's affiliates
to engage in and devote time and attention to other businesses or to render
other services of whatever kind or nature.
The Sub-Investment Manager agrees that all books and records which it
maintains for the Fund are the Fund's property. The Sub-Investment Manager also
agrees upon request of the Investment Manager or the Fund, promptly to surrender
the books and records to the requester or make the books and records available
for inspection by representatives of regulatory authorities. The Sub-Investment
Manager further agrees to maintain and preserve [its] THE FUND'S books and
records in accordance with the Investment Company Act and rules thereunder.
B-3
<PAGE>
The Sub-Investment Manager will not be liable for any error of judgment or
mistake of law or for any loss suffered by the Fund in connection with the
matters to which this Agreement relates, except for a loss resulting from
willful misfeasance, bad faith or gross negligence of the Sub-Investment Manager
in the performance of its duties or from reckless disregard of its obligations
and duties under this Agreement.
The Investment Manager has herewith furnished the Sub-Investment Manager
copies of the Fund's Prospectus, Articles of Incorporation and By-Laws as
currently in effect and agrees during the continuance of this Agreement to
furnish the Sub-Investment Manager copies of any amendments or supplements
thereto before or at the time the amendments or supplements become effective.
The Sub-Investment Manager will be entitled to rely on all documents furnished
to it by the Investment Manager or the Fund.
ARTICLE 3.
Duration and Termination of this Agreement.
This Agreement shall become effective as of the date first above written
and shall remain in force until May 16, 1998 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 AND SUB-INVESTMENT MANAGER, or by the
Investment Manager OR SUB-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 [Name of Portfolio]
Investment Management Agreement.
ARTICLE 4.
Definitions.
The terms 'assignment,' 'interested person,' and 'majority of the
outstanding shares,' when used in this Agreement, shall have the respective
meanings specified under the Investment Company Act.
ARTICLE 5.
Amendments of this Agreement.
This Agreement may be amended by the parties only if such amendment is
specifically approved by (i) the Board of Directors of the Fund, TO THE EXTENT
PERMITTED BY THE INVESTMENT COMPANY ACT, 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.
B-4
<PAGE>
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.
Notices.
NOTICES TO BE GIVEN HEREUNDER SHALL BE ADDRESSED TO:
<TABLE>
<S> <C>
FUND: CHRISTOPHER P. NICHOLAS
PRESIDENT AND CHIEF OPERATING OFFICER
METROPOLITAN SERIES FUND, INC.
ONE MADISON AVENUE, AREA 7G
NEW YORK, NEW YORK 10010
INVESTMENT MANAGER: GARY A. BELLER, ESQ.
EXECUTIVE VICE-PRESIDENT AND GENERAL COUNSEL
METROPOLITAN LIFE INSURANCE COMPANY
ONE MADISON AVENUE, AREA 11G
NEW YORK, NEW YORK 10010
SUB-INVESTMENT MANAGER: FRANCIS J. MCNAMARA, III
EXECUTIVE VICE PRESIDENT, SECRETARY & GENERAL COUNSEL
STATE STREET RESEARCH & MANAGEMENT COMPANY
ONE FINANCIAL CENTER
BOSTON, MASSACHUSETTS 02111
</TABLE>
B-5
<PAGE>
CHANGES IN THE FOREGOING NOTICE PROVISIONS MAY BE MADE BY NOTICE IN WRITING
TO THE OTHER PARTIES AT THE ADDRESSES SET FORTH ABOVE. NOTICE SHALL BE EFFECTIVE
UPON DELIVERY.
METROPOLITAN SERIES FUND, INC.
By_______________________________________
President
Attest:
_________________________________
Secretary
METROPOLITAN LIFE INSURANCE COMPANY
By_______________________________________
Executive Vice-President
Attest:
_________________________________
Assistant Secretary
STATE STREET RESEARCH & MANAGEMENT COMPANY
By________________________________________
Attest:
_________________________________
Secretary
B-6
<PAGE>
APPENDIX
STATE STREET RESEARCH & MANAGEMENT COMPANY
Metropolitan Series Fund Fee Schedule
{State Street Research Growth Portfolio
<TABLE>
<S> <C>
[1st $5M .50%
next $5M .38%
next $190M .25%
above $200M .20%]
1ST $500M .40%
NEXT $500M .35%
ABOVE $1,000M .30% OF THE AVERAGE DAILY VALUE OF
THE NET ASSETS OF THE PORTFOLIO.}
{State Street Research Income Portfolio
[1st $25M .25%
next $25M .19%
above $50M .13%]
1ST $250M .27%
NEXT $250M .22%
ABOVE $500M .17% OF THE AVERAGE DAILY VALUE OF
THE NET ASSETS OF THE PORTFOLIO.}
{State Street Research Diversified Stock Portfolio
[1st $5M .50%
next $5M .38%
next $190M .25%
above $200M .20%]
1ST $500M .35%
NEXT $500M .30%
ABOVE $1,000M .25% OF THE AVERAGE DAILY VALUE OF
THE NET ASSETS OF THE PORTFOLIO.}
{State Street Research Aggressive Growth Portfolio [.75%]
1ST $500M .55%
NEXT $500M .50%
ABOVE $1,000M .45% OF THE AVERAGE DAILY VALUE OF
THE NET ASSETS OF THE PORTFOLIO.}
</TABLE>
B-7
<PAGE>
EXHIBIT C
STATE STREET RESEARCH INTERNATIONAL STOCK PORTFOLIO SUB-INVESTMENT MANAGEMENT
AGREEMENT
AGREEMENT made this day of August, 1997, 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 various portfolios, 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 State Street Research International Stock Portfolio as set forth
in the State Street Research International Stock Portfolio Amended Investment
Management Agreement dated April 29, 1991 between the Fund and the Investment
Manager (the 'State Street Research 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 State
Street Research 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 State Street Research 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 the
C-1
<PAGE>
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 in writing 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 in writing that such determination has been revoked. The
Sub-Investment Manager shall take, on behalf of the Fund, all actions which it
deems necessary to implement the investment policies of the Portfolio,
determined as provided above, and in particular to place all orders for the
purchase or sale of portfolio securities for the Portfolio with brokers or
dealers selected by it.
In connection with the selection of such brokers or dealers and the placing
of such orders, the Sub-Investment Manager is directed at all times to follow
the policies of the Fund set forth in the Prospectus. Nothing herein shall
preclude the 'bunching' of orders for the sale or purchase of portfolio
securities with other Fund portfolios or with other accounts managed by the
Sub-Investment Manager. The Sub-Investment Manager shall not favor any account
over any other and any purchase or sale orders executed contemporaneously shall
be allocated in a manner it deems equitable among the accounts involved and at a
price which is approximately averaged.
In connection with these services the Sub-Investment Manager will provide
investment research as to the Portfolio's investments and conduct a continuous
program of evaluation of its assets. The Sub-Investment Manager will furnish the
Investment Manager and the Fund such statistical information with respect to the
investments it makes for the Portfolio as the Investment Manager and the Fund
may reasonably request. On its own initiative, the Sub-Investment Manager will
apprise the Investment Manager and the Fund of important developments materially
affecting the Portfolio and will furnish the Investment Manager and the Fund
from time to time such information as may be believed appropriate for this
purpose. In addition, the Sub-Investment Manager will furnish the Investment
Manager and the Fund's Board of Directors such periodic and special reports as
either of them may reasonably request.
The Sub-Investment Manager will exercise its best judgment in rendering the
services provided for in this Article 1, and the Fund and the Investment Manager
agree, as an inducement to the Sub-Investment Manager's undertaking so to do,
that the Sub-Investment Manager will not be liable under this Agreement for any
mistake of judgment or in any other event whatsoever, except as hereinafter
provided. The Sub-Investment Manager shall for all purposes herein be deemed to
be an independent contractor and shall, unless otherwise provided or authorized,
have no authority to act for or represent the Fund or the Investment Manager in
any way or otherwise be deemed an agent of the Fund or the Investment Manager
other than in furtherance of its duties and responsibilities as set forth in
this Agreement.
Notwithstanding any other provision of this Agreement, the Fund, the
Investment Manager and the Sub-Investment Manager may agree to the employment of
a Sub-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-Sub-Investment Manager shall be the sole
responsibility of the Sub-Investment Manager and the duties and responsibilities
of the Sub-Sub-Investment Manager shall be as set forth in a sub-sub-investment
management agreement among the Investment Manager, the Sub-Investment Manager,
the Sub-Sub-Investment Manager and the Fund on behalf of the Portfolio.
C-2
<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 State Street Research International Stock Investment Management
Agreement. Nothing in this State Street Research 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 at the annual rate specified by the schedule of fees in
the Appendix to this Agreement. The fee for any period from the date the
Portfolio commences operations to the end of the month will be prorated
according to the proportion which the period bears to the full month, and, upon
any termination of this Agreement before the end of any month, the fee for the
part of the month during which the Sub-Investment Manager acted under this
Agreement will be prorated according to the proportion which the period bears to
the full month and will be payable upon the date of termination of this
Agreement.
For the purpose of determining the fees payable to the Sub-Investment
Manager, the value of the Portfolio's net assets will be computed in the manner
specified in the Fund's Prospectus. The Sub-Investment Manager will bear all of
its own expenses (such as research costs) in connection with the performance of
its duties under this Agreement except for those which the Investment Manager
agrees to pay.
Other Matters.
The Sub-Investment Manager may from time to time employ or associate with
itself any person or persons believed to be particularly fitted to assist in its
performance of services under this Agreement. The compensation of any such
persons will be paid by the Sub-Investment Manager, and no obligation will be
incurred by, or on behalf of, the Fund or the Investment Manager with respect to
them.
The Fund and the Investment Manager understand that the Sub-Investment
Manager now acts and will continue to act as investment manager to various
investment companies and fiduciary or other managed accounts, and the Fund and
the Investment Manager have no objection to the Sub-Investment Manager's so
acting. In addition, the Fund understands that the persons employed by the
Sub-Investment Manager to assist in the performance of the Sub-Investment
Manager's duties hereunder will not devote their full time to such service, and
nothing herein contained shall be deemed to limit or restrict the Sub-Investment
Manager's right or the right of any of the Sub-Investment Manager's affiliates
to engage in and devote time and attention to other businesses or to render
other services of whatever kind or nature.
The Sub-Investment Manager agrees that all books and records which it
maintains for the Fund are the Fund's property. The Sub-Investment Manager also
agrees upon request of the Investment Manager or the Fund, promptly to surrender
the books and records to the requester or make the books and records available
for inspection by representatives of regulatory authorities. The Sub-Investment
Manager further agrees to maintain and preserve the Fund's books and records in
accordance with the Investment Company Act and rules thereunder.
C-3
<PAGE>
The Sub-Investment Manager will not be liable for any error of judgment or
mistake of law or for any loss suffered by the Fund in connection with the
matters to which this Agreement relates, except for a loss resulting from
willful misfeasance, bad faith or gross negligence of the Sub-Investment Manager
in the performance of its duties or from reckless disregard of its obligations
and duties under this Agreement.
The Investment Manager has herewith furnished the Sub-Investment Manager
copies of the Fund's Prospectus, Articles of Incorporation and By-Laws as
currently in effect and agrees during the continuance of this Agreement to
furnish the Sub-Investment Manager copies of any amendments or supplements
thereto before or at the time the amendments or supplements become effective.
The Sub-Investment Manager will be entitled to rely on all documents furnished
to it by the Investment Manager or the Fund.
ARTICLE 3.
Duration and Termination of this Agreement.
This Agreement shall become effective as of the date first above written
and shall remain in force until May 16, 1998 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 and Sub-Investment Manager, or by the
Investment Manager or Sub-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 State Street Research
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.
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, to the extent
permitted by the Investment Company Act, 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.
C-4
<PAGE>
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.
Notices.
Notices to be given hereunder shall be addressed to:
<TABLE>
<S> <C>
Fund: Christopher P. Nicholas
President and Chief Operating Officer
Metropolitan Series Fund, Inc.
One Madison Avenue, Area 7G
New York, New York 10010
Investment Manager: Gary A. Beller, Esq.
Executive Vice-President and General Counsel
Metropolitan Life Insurance Company
One Madison Avenue, Area 11G
New York, New York 10010
Sub-Investment Manager: Francis J. McNamara, III
Executive Vice President, Secretary & General Counsel
State Street Research & Management Company
One Financial Center
Boston, Massachusetts 02111
</TABLE>
C-5
<PAGE>
Changes in the foregoing notice provisions may be made by notice in writing
to the other parties at the addresses set forth above. Notice shall be effective
upon delivery.
METROPOLITAN SERIES FUND, INC.
By ___________________________________
Attest:
____________________________________
METROPOLITAN LIFE INSURANCE COMPANY
By ___________________________________
Attest:
____________________________________
STATE STREET RESEARCH & MANAGEMENT
COMPANY
By ___________________________________
Attest:
____________________________________
C-6
<PAGE>
APPENDIX
STATE STREET RESEARCH & MANAGEMENT COMPANY
Metropolitan Series Fund Fee Schedule
State Street Research International Stock Portfolio
<TABLE>
<S> <C>
1st $500M .55%
next $500M .50%
above $1,000M .45% of the average daily value of the
net assets of the Portfolio
</TABLE>
C-7
<PAGE>
EXHIBIT D
STATE STREET RESEARCH INTERNATIONAL STOCK PORTFOLIO
SUB-SUB-INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made this day of August, 1997, among Metropolitan
Series Fund, Inc., a Maryland corporation (the 'Fund'), Metropolitan Life
Insurance Company (the 'Investment Manager'), a New York corporation, State
Street Research & Management Company, a Delaware Company (the 'Sub-Investment
Manager') and GFM International Investors Limited, an England corporation (the
'Sub-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 various portfolios, 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 and the Sub-Sub Investment Manager are
engaged principally in the business of rendering advisory services and are
registered as investment advisers under the Investment Advisers Act of 1940;
WHEREAS, the Fund has employed the Investment Manager to act as investment
manager of the State Street Research 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 'State Street Research
International Stock Portfolio Investment Management Agreement'); and the Fund
and the Investment Manager have entered into a separate sub-investment
management agreement dated August 1, 1997 with respect to the State Street
Research International Stock Portfolio of the Fund with the Sub-Investment
Manager ('State Street Research International Stock Sub-Investment Management
Agreement'); and
WHEREAS, the Fund, the Investment Manager and the Sub-Investment Manager
desire to enter a separate sub-sub-investment management agreement with respect
to the State Street Research International Stock Portfolio of the Fund with the
Sub-Sub-Investment Manager;
NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained, the Fund, the Investment Manager, the Sub-Investment
Manager and the Sub-Sub-Investment Manager hereby agree as follows:
ARTICLE 1.
Duties of the Sub-Sub-Investment Manager.
Subject to the supervision and approval of the Sub-Investment Manager, the
Investment Manager and the Fund's Board of Directors, the Sub-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.
D-1
<PAGE>
The Sub-Investment Manager retains full discretion to manage the
investments of the Portfolio. The Sub-Investment Manager has complete
flexibility to apportion responsibilities for the management of the Portfolio
between the Sub-Investment Manager and the Sub-Sub-Investment Manager as the
Sub-Investment Manager shall determine in its sole discretion. The
Sub-Investment Manager expects, but is not obligated, to periodically provide
support through quantitative analysis; investment, market and economic research;
asset allocation support; general corporate and administrative services;
computer and software facilities and services; fund accounting and back office
assistance; and input on other functions.
In acting as Sub-Sub-Investment Manager to the Fund with respect to the
Portfolio, the Sub-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 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, the
Investment Manager or the Sub-Investment Manager at any time, however, make any
definite determination as to investment policy and notify in writing the
Sub-Sub-Investment Manager thereof, the Sub-Sub-Investment Manager shall be
bound by such determination for the period, if any, specified in such notice or
until similarly notified in writing that such determination has been revoked.
The Sub-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.
On the basis of information about the Fund supplied to the
Sub-Sub-Investment Manager, the Sub-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 ('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-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-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-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
State Street Research International Stock Portfolio permit the holding of units
in collective investment schemes, the Sub-Sub-Investment Manager may acquire or
dispose of units in such collective investment schemes operated or
D-2
<PAGE>
advised by the Sub-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-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 for purposes of the Securities Act of 1933
in selling its portfolio securities.
In connection with these services the Sub-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-Sub-Investment Manager
will furnish the Sub-Investment Manager, the Investment Manager and the Fund
such statistical information with respect to the investments it makes for the
Portfolio as the Sub-Investment Manager, the Investment Manager and the Fund may
reasonably request. On its own initiative, the Sub-Sub-Investment Manager will
apprise the Sub-Investment Manager, the Investment Manager and the Fund of
important developments materially affecting the Portfolio and will furnish the
Sub-Investment Manager, the Investment Manager and the Fund from time to time
such information as may be believed appropriate for this purpose. The
Sub-Sub-Investment Manager shall send to the Fund a half-yearly periodic
statement of the Portfolio in accordance with Rule 21, Chapter IV of the rules
of IMRO. In addition, the Sub-Sub-Investment Manager will furnish the
Sub-Investment Manager, the Investment Manager and the Fund's Board of Directors
such periodic and special reports as any of them may reasonably request.
The Sub-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-Sub-Investment Manager.
The Sub-Sub-Investment Manager will exercise its best judgment in rendering
the services provided for in this Article 1, and the Fund, the Investment
Manager and the Sub-Investment Manager agree, as an inducement to the
Sub-Sub-Investment Manager's undertaking so to do, that the Sub-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-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, the Investment Manager or the
Sub-Investment Manager in any way or otherwise be deemed an agent of the Fund,
the Investment Manager or the Sub-Investment Manager other than in furtherance
of its duties and responsibilities as set forth in this Agreement.
ARTICLE 2.
Sub-Sub-Investment Management Fee.
The payment of advisory fees and the allocation of charges and expenses
between the Fund, the Investment Manager and the Sub-Investment Manager with
respect to the Portfolio are set forth in the State Street Research
International Stock Portfolio Investment Management Agreement and the State
Street Research International Stock Portfolio Sub-Investment Management
Agreement. Nothing in this State Street Research International Stock Portfolio
Sub-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-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.
D-3
<PAGE>
In consideration of services rendered pursuant to this Agreement, the
Sub-Investment Manager will pay the Sub-Sub-Investment Manager on the first
business day of each month the fee at the annual rate 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-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-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-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 Sub-Investment
Manager agrees to pay.
Other Matters.
The Sub-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-Sub-Investment Manager, and no obligation
will be incurred by, or on behalf of, the Fund, the Investment Manager or the
Sub-Investment Manager with respect to them.
The Fund, the Investment Manager and the Sub-Investment Manager understand
that the Sub-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, the Investment Manager and the Sub-Investment
Manager have no objection to the Sub-Sub-Investment Manager's so acting. In
addition, the Fund understands that the persons employed by the
Sub-Sub-Investment Manager to assist in the performance of the
Sub-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-Sub-Investment Manager's right or the right of any of the
Sub-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-Sub-Investment Manager agrees that all books and records which it
maintains for the Fund are the Fund's property. The Sub-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-
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-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-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-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-Sub-Investment Manager copies of any amendments
D-4
<PAGE>
or supplements thereto before or at the time the amendments or supplements
become effective. The Sub-Sub-Investment Manager will be entitled to rely on all
documents furnished to it by the Investment Manager, the Sub-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, 1998 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, the Sub-Investment Manager and the
Sub-Sub-Investment Manager or by the Investment Manager, the Sub-Investment
Manager or the Sub-Sub-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 State Street Research
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.
The term 'Associate' means a holding company or subsidiary of the
Sub-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-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-Sub-Investment Manager has in operation a written procedure in
accordance with the rules if 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-Sub-Investment Manager at 2A Great
Titchfield Street, London, England WIP 7AA. If the matter cannot be resolved
immediately to the Fund's satisfaction then the compliance officer will conduct
an investigation into the complaint and will notify the Fund within 14 days as
to what action the Sub-Sub-Investment Manager intends to take with regard to the
matter. The Fund is also entitled to make any complaint about the
Sub-Sub-Investment Manager to IMRO. At the Fund's request, IMRO will provide a
statement describing the Fund's right to compensation in the event of the
Sub-Sub-Investment Manager's inability to meet any liabilities to the Fund.
D-5
<PAGE>
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, to the extent
permitted by the Investment Company Act, 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 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.
ARTICLE 8.
Notices.
Notices to be given hereunder shall be addressed to:
<TABLE>
<S> <C>
Fund: Christopher P. Nicholas
President and Chief Operating Officer
Metropolitan Series Fund, Inc.
One Madison Avenue, Area 7G
New York, New York 10010
Investment Manager: Gary A. Beller, Esq.
Executive Vice-President and General Counsel
Metropolitan Life Insurance Company
One Madison Avenue, Area 11G
New York, New York 10010
Sub-Investment Manager: Francis J. McNamara, III
Executive Vice President, Secretary & General Counsel
State Street Research & Management Company
One Financial Center
Boston, Massachusetts 02111
Sub-Sub-Investment Manager: Ian Vose
Senior Vice President and CIO
GFM International Investors Limited
5 Upper St. Martins Lane
London, England
WC2H 9EA
</TABLE>
D-6
<PAGE>
Changes in the foregoing notice provisions may be made by notice in writing
to the other parties at the addresses set forth above. Notice shall be effective
upon delivery.
METROPOLITAN SERIES FUND, INC.
By ___________________________________
President
Attest:
____________________________________
Secretary
METROPOLITAN LIFE INSURANCE COMPANY
By ___________________________________
Attest:
____________________________________
Assistant Secretary
STATE STREET RESEARCH & MANAGEMENT
COMPANY
By ___________________________________
Attest:
____________________________________
Secretary
GFM INTERNATIONAL INVESTORS LIMITED
By ___________________________________
Attest:
____________________________________
D-7
<PAGE>
APPENDIX A
GFM INTERNATIONAL INVESTORS LIMITED
Metropolitan Series Fund Fee Schedule
State Street Research International Stock Portfolio
<TABLE>
<S> <C>
1st $500M .50%
next $500M .45%
above $1,000M .40% of the average daily value
of the net assets of the Portfolio
</TABLE>
D-8
<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-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-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 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-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
D-9
<PAGE>
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-Sub-Investment Manager of the applicable
conditions and potential risk exposure.
8. Where the Sub-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-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-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-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.
10. The Sub-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-Sub-Investment Manager's own account involvement could be contrary to
the Fund's interests. The Sub-Sub-Investment Manager is required to inform
the Fund in advance if the Sub-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-Sub-Investment Manager's contracts with the Fund.
12. The Sub-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-Sub-Investment
Manager need not be segregated in a client bank account and the Fund will
lack that protection should the Sub-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.
D-10
<PAGE>
GFM INTERNATIONAL INVESTORS LIMITED.
I have read and understood Part I of this risk disclosure statement set out
above
______________________________________
Date
______________________________________
Signature
For and on behalf of:
______________________________________
METROPOLITAN SERIES FUND, Inc.
- ------------------
* Notwithstanding that the rules of the Securities and Investments Board require
the Sub-Sub- Investment Manager to so state, the Sub-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-Sub- Investment Manager to so state, the Fund has agreed that its
money will not be held by the Sub-Sub- Investment Manager, but rather will be
held by its custodian.
D-11
<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-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.
I have read and understood Part II of this risk disclosure statement set
out above.
- --------------------------------------
Date
- --------------------------------------
Signature
For and on behalf of:
- --------------------------------------
METROPOLITAN SERIES FUND, Inc.
D-12
<PAGE>
EXHIBIT E
STATE STREET RESEARCH MONEY MARKET PORTFOLIO SUB-INVESTMENT
MANAGEMENT AGREEMENT
AGREEMENT made this day of August, 1997, 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 various portfolios, 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 State Street Research Money Market Portfolio as set forth in the
Money Market Portfolio Amended Investment Management Agreement dated April 29,
1987 between the Fund and the Investment Manager (the 'State Street Research
Money Market 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 State Street Research Money Market 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 State Street Research Money Market
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
E-1
<PAGE>
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 in writing 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 in writing that such determination has been revoked. The
Sub-Investment Manager shall take, on behalf of the Fund, all actions which it
deems necessary to implement the investment policies of the Portfolio,
determined as provided above, and in particular to place all orders for the
purchase or sale of portfolio securities for the Portfolio with brokers or
dealers selected by it.
In connection with the selection of such brokers or dealers and the placing
of such orders, the Sub-Investment Manager is directed at all times to follow
the policies of the Fund set forth in the Prospectus. Nothing herein shall
preclude the 'bunching' of orders for the sale or purchase of portfolio
securities with other Fund portfolios or with other accounts managed by the
Sub-Investment Manager. The Sub-Investment Manager shall not favor any account
over any other and any purchase or sale orders executed contemporaneously shall
be allocated in a manner it deems equitable among the accounts involved and at a
price which is approximately averaged.
In connection with these services the Sub-Investment Manager will provide
investment research as to the Portfolio's investments and conduct a continuous
program of evaluation of its assets. The Sub-Investment Manager will furnish the
Investment Manager and the Fund such statistical information with respect to the
investments it makes for the Portfolio as the Investment Manager and the Fund
may reasonably request. On its own initiative, the Sub-Investment Manager will
apprise the Investment Manager and the Fund of important developments materially
affecting the Portfolio and will furnish the Investment Manager and the Fund
from time to time such information as may be believed appropriate for this
purpose. In addition, the Sub-Investment Manager will furnish the Investment
Manager and the Fund's Board of Directors such periodic and special reports as
either of them may reasonably request.
The Sub-Investment Manager will exercise its best judgment in rendering the
services provided for in this Article 1, and the Fund and the Investment Manager
agree, as an inducement to the Sub-Investment Manager's undertaking so to do,
that the Sub-Investment Manager will not be liable under this Agreement for any
mistake of judgment or in any other event whatsoever, except as hereinafter
provided. The Sub-Investment Manager shall for all purposes herein be deemed to
be an independent contractor and shall, unless otherwise provided or authorized,
have no authority to act for or represent the Fund or the Investment Manager in
any way or otherwise be deemed an agent of the Fund or the Investment Manager
other than in furtherance of its duties and responsibilities as set forth in
this Agreement.
ARTICLE 2.
Sub-Investment Management Fee.
The payment of advisory fees and the allocation of charges and expenses
between the Fund and the Investment Manager with respect to the Portfolio are
set forth in the State Street Research Money Market Portfolio Investment
Management Agreement. Nothing in this State Street Research Money Market
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.
E-2
<PAGE>
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 at the annual rate specified by the schedule of fees in
the Appendix to this Agreement. The fee for any period from the date the
Portfolio commences operations to the end of the month will be prorated
according to the proportion which the period bears to the full month, and, upon
any termination of this Agreement before the end of any month, the fee for the
part of the month during which the Sub-Investment Manager acted under this
Agreement will be prorated according to the proportion which the period bears to
the full month and will be payable upon the date of termination of this
Agreement.
For the purpose of determining the fees payable to the Sub-Investment
Manager, the value of the Portfolio's net assets will be computed in the manner
specified in the Fund's Prospectus. The Sub-Investment Manager will bear all of
its own expenses (such as research costs) in connection with the performance of
its duties under this Agreement except for those which the Investment Manager
agrees to pay.
Other Matters.
The Sub-Investment Manager may from time to time employ or associate with
itself any person or persons believed to be particularly fitted to assist in its
performance of services under this Agreement. The compensation of any such
persons will be paid by the Sub-Investment Manager, and no obligation will be
incurred by, or on behalf of, the Fund or the Investment Manager with respect to
them.
The Fund and the Investment Manager understand that the Sub-Investment
Manager now acts and will continue to act as investment manager to various
investment companies and fiduciary or other managed accounts, and the Fund and
the Investment Manager have no objection to the Sub-Investment Manager's so
acting. In addition, the Fund understands that the persons employed by the
Sub-Investment Manager to assist in the performance of the Sub-Investment
Manager's duties hereunder will not devote their full time to such service, and
nothing herein contained shall be deemed to limit or restrict the Sub-Investment
Manager's right or the right of any of the Sub-Investment Manager's affiliates
to engage in and devote time and attention to other businesses or to render
other services of whatever kind or nature.
The Sub-Investment Manager agrees that all books and records which it
maintains for the Fund are the Fund's property. The Sub-Investment Manager also
agrees upon request of the Investment Manager or the Fund, promptly to surrender
the books and records to the requester or make the books and records available
for inspection by representatives of regulatory authorities. The Sub-Investment
Manager further agrees to maintain and preserve the Fund's 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-
E-3
<PAGE>
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, 1998 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 and Sub-Investment Manager, or by the
Investment Manager or Sub-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 State Street Research Money
Market Portfolio Investment Management Agreement.
ARTICLE 4.
Definitions.
The terms 'assignment,' 'interested person,' and 'majority of the
outstanding shares,' when used in this Agreement, shall have the respective
meanings specified under the Investment Company Act.
ARTICLE 5.
Amendments of this Agreement.
This Agreement may be amended by the parties only if such amendment is
specifically approved by (i) the Board of Directors of the Fund, to the extent
permitted by the Investment Company Act, 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.
E-4
<PAGE>
ARTICLE 7.
Notices.
Notices to be given hereunder shall be addressed to:
<TABLE>
<S> <C>
Fund: Christopher P. Nicholas
President and Chief Operating Officer
Metropolitan Series Fund, Inc.
One Madison Avenue, Area 7G
New York, New York 10010
Investment Manager: Gary A. Beller, Esq.
Executive Vice-President and General Counsel
Metropolitan Life Insurance Company
One Madison Avenue, Area 11G
New York, New York 10010
Sub-Investment Manager: Francis J. McNamara, III
Executive Vice President, Secretary & General Counsel
State Street Research & Management Company
One Financial Center
Boston, Massachusetts 02111
</TABLE>
Changes in the foregoing notice provisions may be made by notice in writing
to the other parties at the addresses set forth above. Notice shall be effective
upon delivery.
METROPOLITAN SERIES FUND, INC.
By ___________________________________
Attest:
____________________________________
METROPOLITAN LIFE INSURANCE COMPANY
By ___________________________________
Attest:
____________________________________
STATE STREET RESEARCH & MANAGEMENT
COMPANY
By ___________________________________
Attest:
____________________________________
E-5
<PAGE>
APPENDIX
STATE STREET RESEARCH & MANAGEMENT COMPANY
Metropolitan Series Fund Fee Schedule
State Street Research Money Market Portfolio
0.25% of the average daily value of
the net assets of the Portfolio
E-6
<PAGE>
TO VOTE 'FOR' ALL PROPOSALS, CHECK THE BOX TO THE RIGHT. / / FOR ALL
PROPOSALS
TO VOTE FOR, AGAINST OR ABSTAIN FROM VOTING ON SPECIFIC PROPOSALS, CHECK THE
APPROPRIATE BOXES BELOW.
1. ELECTION OF DIRECTORS
The following seven persons have been nominated by the Board of Directors of the
Fund to serve until their successors are elected and qualified:
<TABLE>
<S> <C> <C> <C>
Steve A. Garban David A. Levene Michael S. Scott Morton Jeffrey J. Hodgman
Dean O. Morton Robert A. Lawrence Malcolm T. Hopkins
</TABLE>
<TABLE>
<S> <C>
/ / FOR ALL NOMINEES except as indicated on the line below. / / WITHHOLD authority for ALL nominees
TO WITHHOLD AUTHORITY TO VOTE FOR ANY NOMINEE, PRINT THAT
NOMINEE'S NAME ON THE LINE BELOW.
</TABLE>
- --------------------------------------------------------------------------------
2. Not applicable to the Portfolio.
3. Not applicable to the Portfolio.
4. Approval of a Sub-Investment Management Agreement for the Portfolio of the
Fund. / / FOR / / AGAINST / / ABSTAIN
5. To ratify the selection of Deloitte & Touche LLP as independent auditors for
the Fund for the year 1997. / / FOR / / AGAINST / / ABSTAIN
ALL
<PAGE>
TO VOTE 'FOR' ALL PROPOSALS, CHECK THE BOX TO THE RIGHT. / / FOR ALL
PROPOSALS
TO VOTE FOR, AGAINST OR ABSTAIN FROM VOTING ON SPECIFIC PROPOSALS, CHECK THE
APPROPRIATE BOXES BELOW.
1. ELECTION OF DIRECTORS
The following seven persons have been nominated by the Board of Directors of the
Fund to serve until their successors are elected and qualified:
<TABLE>
<S> <C> <C> <C>
Steve A. Garban David A. Levene Michael S. Scott Morton Jeffrey J. Hodgman
Dean O. Morton Robert A. Lawrence Malcolm T. Hopkins
</TABLE>
<TABLE>
<S> <C>
/ / FOR ALL NOMINEES except as indicated on the line below. / / WITHHOLD authority for ALL nominees
TO WITHHOLD AUTHORITY TO VOTE FOR ANY NOMINEE, PRINT THAT
NOMINEE'S NAME ON THE LINE BELOW.
</TABLE>
- --------------------------------------------------------------------------------
2. Not applicable to the Portfolio.
3. Not applicable to the Portfolio.
4. Not applicable to the Portfolio.
5. To ratify the selection of Deloitte & Touche LLP as independent auditors for
the Fund for the year 1997. / / FOR / / AGAINST / / ABSTAIN
ALL
<PAGE>
TO VOTE 'FOR' ALL PROPOSALS, CHECK THE BOX TO THE RIGHT. / / FOR ALL
PROPOSALS
TO VOTE FOR, AGAINST OR ABSTAIN FROM VOTING ON SPECIFIC PROPOSALS, CHECK THE
APPROPRIATE BOXES BELOW.
1. ELECTION OF DIRECTORS
The following seven persons have been nominated by the Board of Directors of the
Fund to serve until their successors are elected and qualified:
<TABLE>
<S> <C> <C> <C>
Steve A. Garban David A. Levene Michael S. Scott Morton Jeffrey J. Hodgman
Dean O. Morton Robert A. Lawrence Malcolm T. Hopkins
</TABLE>
<TABLE>
<S> <C>
/ / FOR ALL NOMINEES except as indicated on the line below. / / WITHHOLD authority for ALL nominees
TO WITHHOLD AUTHORITY TO VOTE FOR ANY NOMINEE, PRINT THAT
NOMINEE'S NAME ON THE LINE BELOW.
</TABLE>
- --------------------------------------------------------------------------------
2. Approval of the Amendments to the Investment Management Agreement and
Sub-Investment Management Agreement for the Portfolio of the Fund.
/ / FOR / / AGAINST / / ABSTAIN
3. Not applicable to the Portfolio.
4. Not applicable to the Portfolio.
5. To ratify the selection of Deloitte & Touche LLP as independent auditors for
the Fund for the year 1997. / / FOR / / AGAINST / / ABSTAIN
ALL
<PAGE>
TO VOTE 'FOR' ALL PROPOSALS, CHECK THE BOX TO THE RIGHT. / / FOR ALL
PROPOSALS
TO VOTE FOR, AGAINST OR ABSTAIN FROM VOTING ON SPECIFIC PROPOSALS, CHECK THE
APPROPRIATE BOXES BELOW.
1. ELECTION OF DIRECTORS
The following seven persons have been nominated by the Board of Directors of the
Fund to serve until their successors are elected and qualified:
<TABLE>
<S> <C> <C> <C>
Steve A. Garban David A. Levene Michael S. Scott Morton Jeffrey J. Hodgman
Dean O. Morton Robert A. Lawrence Malcolm T. Hopkins
</TABLE>
<TABLE>
<S> <C>
/ /FOR ALL NOMINEES, except as indicated on the line below. / / WITHHOLD authority for ALL nominees
TO WITHHOLD AUTHORITY TO VOTE FOR ANY NOMINEE, PRINT THAT
NOMINEE'S NAME ON THE LINE BELOW.
</TABLE>
- -------------------------------------------------------------------------------
2. Approval of the Amendment to the Investment Management Agreement for the
Portfolio of the Fund. / / FOR / / AGAINST / / ABSTAIN
3. Approval of a new Sub-Investment Management Agreement and a new
Sub-Sub-Investment Management Agreement for the Portfolio of the Fund.
/ / FOR / / AGAINST / / ABSTAIN
4. Not applicable to the Portfolio.
5. To ratify the selection of Deloitte & Touche LLP as independent auditors for
the Fund for the year 1997. / / FOR / / AGAINST / / ABSTAIN
ALL
<PAGE>
METROPOLITAN LIFE
INSURANCE COMPANY
VOTING INSTRUCTION FORM
FOR THE
ANNUAL MEETING OF SHAREHOLDERS
OF METROPOLITAN SERIES FUND, INC.
PLEASE FOLD AND DETACH CARD AT PERFORATION BEFORE MAILING
The undersigned hereby instructs Metropolitan Life Insurance Company
('Metropolitan') to vote the shares of the above-referenced Portfolio of the
Metropolitan Series Fund, Inc. ('Fund') as to which the undersigned is entitled
to give instructions at the Annual Meeting of Shareholders of the Fund to be
held at the Home Office of Metropolitan, 1 Madison Avenue, New York, New York
10010, at 10:00 A.M., New York City time, on July 30, 1997 and at any
adjournments thereof, as indicated on the reverse side.
METROPOLITAN AND THE BOARD OF DIRECTORS OF THE FUND SOLICIT YOUR VOTING
INSTRUCTIONS AND RECOMMEND THAT YOU INSTRUCT US TO VOTE 'FOR' THE PROPOSALS.
METROPOLITAN WILL VOTE THE APPROPRIATE NUMBER OF FUND SHARES PURSUANT TO THE
INSTRUCTION GIVEN. IF NO INSTRUCTION IS SET FORTH ON A RETURNED FORM AS TO THE
PROPOSALS, METROPOLITAN WILL VOTE 'FOR' SUCH PROPOSALS.
Date _________________________, 1997
Please sign in box below
NOTE: IF YOU ARE INVESTED IN MORE
THAN ONE PORTFOLIO, YOU WILL RECEIVE
A FORM FOR EACH PORTFOLIO. PLEASE
SIGN AND RETURN ALL FORMS
RECEIVED. METL
[ ]
Signature--Please sign exactly as
your name appears at left.
<PAGE>
TO VOTE 'FOR' ALL PROPOSALS, CHECK THE BOX TO THE RIGHT. / / FOR ALL
PROPOSALS
TO VOTE FOR, AGAINST OR ABSTAIN FROM VOTING ON SPECIFIC PROPOSALS, CHECK THE
APPROPRIATE BOXES BELOW.
1. ELECTION OF DIRECTORS
The following seven persons have been nominated by the Board of Directors of the
Fund to serve until their successors are elected and qualified:
<TABLE>
<S> <C> <C> <C>
Steve A. Garban David A. Levene Michael S. Scott Morton Jeffrey J. Hodgman
Dean O. Morton Robert A. Lawrence Malcolm T. Hopkins
</TABLE>
<TABLE>
<S> <C>
/ / FOR ALL NOMINEES except as indicated on the line below. / / WITHHOLD authority for ALL nominees
TO WITHHOLD AUTHORITY TO VOTE FOR ANY NOMINEE, PRINT THAT
NOMINEE'S NAME ON THE LINE BELOW.
</TABLE>
- --------------------------------------------------------------------------------
2. Not applicable to the Portfolio.
3. Not applicable to the Portfolio.
4. Approval of a Sub-Investment Agreement for the Portfolio of the Fund.
/ / FOR / / AGAINST / / ABSTAIN
5. To ratify the selection of Deloitte & Touche LLP as independent auditors for
the Fund for the year 1997. / / FOR / / AGAINST / / ABSTAIN
ALL
<PAGE>
TO VOTE 'FOR' ALL PROPOSALS, CHECK THE BOX TO THE RIGHT. / / FOR ALL
PROPOSALS
TO VOTE FOR, AGAINST OR ABSTAIN FROM VOTING ON SPECIFIC PROPOSALS, CHECK THE
APPROPRIATE BOXES BELOW.
1. ELECTION OF DIRECTORS
The following seven persons have been nominated by the Board of Directors of the
Fund to serve until their successors are elected and qualified:
<TABLE>
<S> <C> <C> <C>
Steve A. Garban David A. Levene Michael S. Scott Morton Jeffrey J. Hodgman
Dean O. Morton Robert A. Lawrence Malcolm T. Hopkins
</TABLE>
<TABLE>
<S> <C>
/ / FOR ALL NOMINEES except as indicated on the line below. / / WITHHOLD authority for ALL nominees
TO WITHHOLD AUTHORITY TO VOTE FOR ANY NOMINEE, PRINT THAT
NOMINEE'S NAME ON THE LINE BELOW.
</TABLE>
- --------------------------------------------------------------------------------
2. Not applicable to the Portfolio.
3. Not applicable to the Portfolio.
4. Not applicable to the Portfolio.
5. To ratify the selection of Deloitte & Touche LLP as independent auditors for
the Fund for the year 1997. / / FOR / / AGAINST / / ABSTAIN
ALL
<PAGE>
TO VOTE 'FOR' ALL PROPOSALS, CHECK THE BOX TO THE RIGHT. / / FOR ALL
PROPOSALS
TO VOTE FOR, AGAINST OR ABSTAIN FROM VOTING ON SPECIFIC PROPOSALS, CHECK THE
APPROPRIATE BOXES BELOW.
1. ELECTION OF DIRECTORS
The following seven persons have been nominated by the Board of Directors of the
Fund to serve until their successors are elected and qualified:
<TABLE>
<S> <C> <C> <C>
Steve A. Garban David A. Levene Michael S. Scott Morton Jeffrey J. Hodgman
Dean O. Morton Robert A. Lawrence Malcolm T. Hopkins
</TABLE>
<TABLE>
<S> <C>
/ / FOR ALL NOMINEES except as indicated on the line below. / / WITHHOLD authority for ALL nominees
TO WITHHOLD AUTHORITY TO VOTE FOR ANY NOMINEE, PRINT THAT
NOMINEE'S NAME ON THE LINE BELOW.
</TABLE>
- --------------------------------------------------------------------------------
2. Approval of the Amendments to the Investment Management Agreement and
Sub-Investment Management Agreement for the Portfolio of the Fund.
/ / FOR / / AGAINST / / ABSTAIN
3. Not applicable to the Portfolio.
4. Not applicable to the Portfolio.
5. To ratify the selection of Deloitte & Touche LLP as independent auditors for
the Fund for the year 1997. / / FOR / / AGAINST / / ABSTAIN
ALL
<PAGE>
TO VOTE 'FOR' ALL PROPOSALS, CHECK THE BOX TO THE RIGHT. / / FOR ALL
PROPOSALS
TO VOTE FOR, AGAINST OR ABSTAIN FROM VOTING ON SPECIFIC PROPOSALS, CHECK THE
APPROPRIATE BOXES BELOW.
1. ELECTION OF DIRECTORS
The following seven persons have been nominated by the Board of Directors of the
Fund to serve until their successors are elected and qualified:
<TABLE>
<S> <C> <C> <C>
Steve A. Garban David A. Levene Michael S. Scott Morton Jeffrey J. Hodgman
Dean O. Morton Robert A. Lawrence Malcolm T. Hopkins
</TABLE>
<TABLE>
<S> <C>
/ / FOR ALL NOMINEES except as indicated on the line below. / / WITHHOLD authority for ALL nominees
TO WITHHOLD AUTHORITY TO VOTE FOR ANY NOMINEE, PRINT THAT
NOMINEE'S NAME ON THE LINE BELOW.
</TABLE>
- --------------------------------------------------------------------------------
2. Approval of the Amendment to the Investment Management Agreement for the
Portfolio of the Fund. / / FOR / / AGAINST / / ABSTAIN
3. Approval of a new Sub-Investment Agreement and a new Sub-Sub-Investment
Management Agreement for the Portfolio of the Fund.
/ / FOR / / AGAINST / / ABSTAIN
4. Not applicable to the Portfolio.
5. To ratify the selection of Deloitte & Touche LLP as independent auditors for
the Fund for the year 1997. / / FOR / / AGAINST / / ABSTAIN
ALL
<PAGE>
METROPOLITAN TOWER LIFE
INSURANCE COMPANY
VOTING INSTRUCTION FORM
FOR THE
ANNUAL MEETING OF SHAREHOLDERS
OF METROPOLITAN SERIES FUND, INC.
PLEASE FOLD AND DETACH CARD AT PERFORATION BEFORE MAILING
The undersigned hereby instructs Metropolitan Tower Life Insurance Company to
vote the shares of the above-referenced Portfolio of the Metropolitan Series
Fund, Inc. ('Fund') as to which the undersigned is entitled to give instructions
at the Annual Meeting of Shareholders of the Fund to be held at the Home Office
of Metropolitan Life Insurance Company, 1 Madison Avenue, New York, New York
10010, at 10:00 A.M., New York City time, on July 30, 1997 and at any
adjournments thereof, as indicated on the reverse side.
METROPOLITAN TOWER AND THE BOARD OF DIRECTORS OF THE FUND SOLICIT YOUR VOTING
INSTRUCTIONS AND RECOMMEND THAT YOU INSTRUCT US TO VOTE 'FOR' THE PROPOSALS.
METROPOLITAN TOWER WILL VOTE THE APPROPRIATE NUMBER OF FUND SHARES PURSUANT TO
THE INSTRUCTION GIVEN. IF NO INSTRUCTION IS SET FORTH ON A RETURNED FORM AS TO
THE PROPOSALS, METROPOLITAN TOWER WILL VOTE 'FOR' SUCH PROPOSALS.
Date _________________________, 1997
Please sign in box below
NOTE: IF YOU ARE INVESTED IN MORE
THAN ONE PORTFOLIO, YOU WILL RECEIVE
A FORM FOR EACH PORTFOLIO. PLEASE
SIGN AND RETURN ALL FORMS
RECEIVED. METL
[ ]
Signature--Please sign exactly as
your name appears at left.
