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Exhibit (a)(k)
Metropolitan Series Fund, Inc.
Articles Supplementary
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to
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Articles of Incorporation
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Metropolitan Series Fund, Inc., a Maryland corporation having its principal
office in this State c/o United Corporate Services, Inc., 20 South Charles
Street, Suite 1200, Baltimore, Maryland 21201 (hereinafter called the
"Corporation"), hereby certifies to the State Department of Assessments and
Taxation of Maryland that:
FIRST: The Board of Directors of the Corporation, at a meeting duly
convened and held on November 2, 2000, adopted resolutions classifying or
reclassifying (a) one hundred million (100,000,000) unissued shares of capital
stock of the Corporation of the par value of $0.01 per share by increasing the
aggregate number of shares of the capital stock of the Janus Mid Cap Portfolio
from one hundred million (100,000,000) shares to two hundred million
(200,000,000) shares and (b) designating and reclassifying twenty-five million
(25,000,000) shares of the unissued capital stock of each of the following
portfolios: MetLife Stock Index Portfolio; Janus Mid Cap Portfolio; Russell
2000(R) Index Portfolio; Morgan Stanley EAFE(R) Index Portfolio; and Lehman
Brothers(R) Aggregate Bond Index Portfolio as "Class B" shares, and the balance
of the issued and unissued shares of each of the Portfolios as "Class A" shares,
so that the total number of shares of authorized capital stock of the
Corporation shall be divided among the following classes of capital stock, each
class compromising the number of shares and having the designations,
preferences, rights, voting powers and such qualifications, limitations and
restrictions as are hereinafter set forth:
<TABLE>
<CAPTION>
Increased and
Class Original shares of Reclassified
Authorized Stock Shares of
Authorized Stock
<S> <C> <C>
State Street Research Money Market Portfolio 100,000,000 100,000,000
State Street Research Income Portfolio 100,000,000 100,000,000
State Street Research Growth Portfolio 200,000,000 200,000,000
State Street Research Diversified Portfolio 200,000,000 200,000,000
GNMA Portfolio 100,000,000 100,000,000
</TABLE>
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<TABLE>
<S> <C> <C>
Putnam International Stock Portfolio 100,000,000 100,000,000
State Street Research Aggressive Growth Portfolio 100,000,000 100,000,000
MetLife Stock Index Portfolio 200,000,000 200,000,000
Equity Income Portfolio 100,000,000 100,000,000
Scudder Global Equity Portfolio 100,000,000 100,000,000
T. Rowe Price Small Cap Growth Portfolio 100,000,000 100,000,000
Janus Mid Cap Portfolio 100,000,000 200,000,000
Loomis Sayles High Yield Bond Portfolio 100,000,000 100,000,000
T. Rowe Price Large Cap Growth Portfolio 100,000,000 100,000,000
Harris Oakmark Large Cap Value Portfolio 100,000,000 100,000,000
Neuberger Berman Partners Mid Cap Value Portfolio 100,000,000 100,000,000
Lehman Brothers Aggregate Bond Index Portfolio 100,000,000 100,000,000
Russell 2000 Index Portfolio 100,000,000 100,000,000
Morgan Stanley EAFE Index Portfolio 100,000,000 100,000,000
State Street Research Aurora Small Cap 100,000,000 100,000,000
Value Portfolio
</TABLE>
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<TABLE>
<S> <C> <C>
Putnam Large Cap Growth Portfolio 100,000,000 100,000,000
MetLife Mid Cap Stock Index Portfolio 100,000,000 100,000,000
Unclassified 500,000,000 400,000,000
Total 3,000,000,000 3,000,000,000
</TABLE>
* * *
<TABLE>
<CAPTION>
Issued and Unissued Shares of
Unissued Shares Authorized Stock
Class of Authorized Class B
Stock Class A
<S> <C> <C>
MetLife Stock Index Portfolio 175,000,000 25,000,000
Janus Mid Cap Portfolio 175,000,000 25,000,000
Russell 2000 Index Portfolio 75,000,000 25,000,000
Lehman Brothers Aggregate Bond Index Portfolio 75,000,000 25,000,000
Morgan Stanley EAFE Index Portfolio 75,000,000 25,000,000
MetLife Mid Cap Stock Index Portfolio 75,000,000 25,000,000
</TABLE>
SECOND: A description of the "Class A" and the "Class B" shares of each
Portfolio indicated above, including the preferences, conversion or other
rights, voting powers, restrictions, limitations as to dividends, qualifications
and the terms or conditions of redemption of, such shares, as set by the Board
of Directors of the Corporation, is as follows:
(a) Except as described in (b) and (c) below, the "Class A" and the "Class
B" shares of a Portfolio shall be identical in all respects, and shall have the
same preferences,
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conversion and other rights, voting powers, restrictions, limitations as to
dividends, qualifications and terms and conditions of redemption.
(b) For purposes of computing the net asset values of a Portfolio's
shares: (1) only the "Class B" shares shall be charged with the fees under any
plan adopted pursuant to Rule 12b-1 for that Portfolio under the Investment
Company Act of 1940 (the "1940 Act"), and such fees shall be at a maximum annual
rate of .50% of the amount of the average Portfolio's daily net assets that are
attributable to the "Class B" shares; (2) the Portfolio's "Class A" or "Class B"
shares, respectively, shall be separately charged with other expenses,
liabilities or losses that are properly allocable to the "Class A" or "Class B"
shares pursuant to paragraph (a)(1) of Rule 18f-3 under the 1940 Act and an
effective plan adopted pursuant to said Rule 18f-3; and (3) no dividends or
other distributions shall be charged against the Portfolio's "Class A" or "Class
B" shares other than those actually paid, respectively, on those classes.
(c) A Portfolio's dividends and distributions (including those in
connection with any liquidation of the Portfolio), gains and losses, as well as
other expenses that are not allocated differently as between the Portfolio's
classes pursuant to (b) above, shall be allocated between that Portfolio's
"Class A" and "Class B" shares on a consistent basis in accordance with the
requirements of Rule 18f-3(c)(1) and the terms of the Rule 18f-1 plan referred
to in (b) above, as in effect from time to time.
THIRD: (a) The holders of each share of stock of the Corporation shall be
entitled to one vote for each full share, and a fractional vote for each
fractional share of stock, irrespective of the class, then standing in his name
on the books of the Corporation. On any matter submitted to a vote of the
stockholders, all shares of the Corporation then issued and outstanding and
entitled to vote shall be voted in the aggregate and not by class except (i)
when otherwise required by law and (ii) if the Board of Directors, in its sole
discretion, determines that any matter concerns only one or more particular
class or classes, it may direct that only holders of that class or those classes
may vote on the matter.
(b) Except as the Board of Directors may provide in classifying or
reclassifying any unissued shares of stock, each class of stock of the
Corporation shall have the following powers, preferences or other special
rights, and the qualifications, restrictions, and limitations thereof shall be
as follows:
(i) Except as may be otherwise provided herein, all consideration
received by the Corporation for the issue or sale of shares of stock of any
class in a given Portfolio, together with all assets in which such
consideration is invested or reinvested, all income, earnings, profits, and
proceeds thereof, including any proceeds derived from the sale, exchange or
liquidation of such assets, and any funds or payments derived from any
reinvestment of such proceeds in whatever form, shall constitute assets of
that Portfolio (and its class or classes), as opposed to any other
Portfolios and classes of the Corporation, subject only to the rights of
creditors, and are herein referred to as assets "belonging to" that
Portfolio. Any
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assets, income, earnings, profits, and proceeds thereof, funds or payments which
are not readily identifiable as belonging to any particular Portfolio, shall be
allocated by or under the supervision of the Board of Directors to and among any
one or more of the Portfolios established and designated from time to time, in
such manner and on such basis as the Board of Directors, in its sole discretion,
deems fair and equitable.
(ii) The Board of Directors may from time to time declare and pay dividends
or distributions, in stock or in cash, on any or all classes of stock, the
amount of such dividends and distributions and the payment of them being wholly
in the discretion of the Board of Directors, giving due consideration to the
interests of each class and to the interests of the Corporation as a whole.
Pursuant to the foregoing:
(A) Dividends or distributions on shares of any Portfolio shall be paid
only out of surplus or other lawfully available assets determined by the
Board of Directors as belonging to such Portfolio.
(B) Inasmuch as the Corporation intends to qualify as a "regulated open-end
investment company" under the Internal Revenue Code of 1986, as amended, or
any successor or statute comparable thereto, and regulations promulgated
thereunder, and inasmuch as the computation of net income and gains for
Federal income tax purposes may vary from the computation thereof on the
books of the Corporation, the Board of Directors shall have the power in
its discretion to distribute in any fiscal years as dividends, including
dividends designated in whole or in part as capital gains distributions,
amounts sufficient in the opinion of the Board of Directors, to enable the
Corporation to qualify as a regulated investment company and to avoid
liability for the Corporation for Federal income tax in respect to that
year. In furtherance, and not in limitation of the foregoing, in the event
that a Portfolio has a net capital loss for a fiscal year, and to the
extent that a net capital loss for a fiscal year offsets net capital gains
from one or more of the other Portfolios, the amount to be deemed available
for distribution to the Portfolio or Portfolios with the net capital gain
may be reduced by the amount offset.
(iii) The assets belonging to any Portfolio shall be charged with the
liabilities in respect to such Portfolio, and shall also be charged with its
share of the general liabilities of the Corporation in proportion to the net
asset value of the respective Portfolios before allocation of general
liabilities. However, the decision of the Board of Directors as to the amount of
assets and liabilities
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belonging to the Corporation, and their allocation to a given Portfolio or
Portfolios shall be final and conclusive.
(iv) In the event of the liquidation of the Corporation, the
stockholders of each Portfolio that has been established and designated
shall be entitled to receive, as a group, the excess of the assets
belonging to that Portfolio over the liabilities belonging to that
Portfolio. The assets so distributable to the stockholders of any
particular Portfolio that has but a single class of outstanding shares
shall be distributed among such stockholders in proportion to the number of
shares of that Portfolio held by them and recorded on the books of the
Corporation. Any assets not readily identifiable as belonging to any
particular Portfolio shall be allocated by or under the supervision of the
Board of Directors to and among any one or more of the Portfolios
established and designated, as provided herein. Any such allocation by the
Board of Directors shall be conclusive and binding for all purposes.
(v) Each holder of shares of capital stock of the Corporation shall be
entitled to require the Corporation to redeem all or any part of the shares
of capital stock of the Corporation standing in the name of such holder on
the books of the Corporation, at the redemption price of such shares as in
effect from time to time, subject to the right of the Board of Directors of
the Corporation to suspend the right of redemption of shares of capital
stock of the Corporation or postpone the time of payment of such redemption
price in accordance with provisions of applicable law. The redemption price
of shares of capital stock of the Corporation shall be the net asset value
thereof as determined by, or pursuant to the discretion of the Board of
Directors of the Corporation from time to time in accordance with the
provisions of applicable law, less such redemption fee or other charge, if
any, as may be fixed by resolution of the Board of Directors of the
Corporation. Redemption shall be conditional upon the Corporation having
funds legally available therefore. Payment of the redemption price shall be
made in cash or by check or current funds, or in assets other than cash, by
the Corporation at such time and in such manner as may be determined from
time to time by the Board of Directors of the Corporation.
(vi) The Corporation's shares of stock are issued and sold, and all
persons who shall acquire stock of the Corporation shall acquire the same,
subject to the condition and understanding that the provisions of the
Articles of Incorporation of the Corporation, as from time to time amended,
shall be binding upon them.
FOURTH: The Board of Directors of the Corporation, at a meeting duly called
and held, duly authorized and adopted resolutions designating and classifying
the "Class B" shares of the Portfolios as set forth in these Articles
Supplementary.
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FIFTH: The shares aforesaid have been duly classified or reclassified by
the Board of Directors pursuant to the authority and power contained in Article
V of the Articles of Incorporation of the Corporation.
IN WITNESS WHEREOF, the Metropolitan Series Fund, Inc. has caused these
Articles Supplementary to be signed and acknowledged in its name and on its
behalf by its President and attested to by its Secretary on this 2nd day of
November, 2000; and its President acknowledges that these Articles Supplementary
are the act of the Metropolitan Series Fund, Inc., and he further acknowledges
that, as to all matters or facts set forth herein which are required to be
verified under oath, such matters and facts are true in all material respects to
the best of his knowledge, information and belief, and that this statement is
made under the penalties for perjury.
METROPOLITAN SERIES FUND, INC.
______________________________ (SEAL)
Christopher P. Nicholas President
ATTEST:
______________________________
Danne L. Johnson
Secretary
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