METROPOLITAN SERIES FUND INC
PRE 14A, 2000-01-14
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<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                           SCHEDULE 14A INFORMATION

               PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
                              (AMENDMENT NO. __)


Filed by the Registrant                     /X/

Filed by a Party other than the Registrant  / /

Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / 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


    (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:*

    (4) Proposed maximum aggregate value of transaction:


/ / 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 No.:

    (3) Filing Party:

    (4) Date Filed:
- --------------------
* Set forth the amount on which the filing fee is calculated and state how it
  was determined.

<PAGE>
                      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

                      PUTNAM INTERNATIONAL STOCK PORTFOLIO

To Life Insurance Policy and Annuity Contract Owners:

On March 31, 2000 a Special Meeting of Shareholders of the Putnam International
Stock Portfolio (the "Portfolio") of the Metropolitan Series Fund, Inc. (the
"Fund") will be held in New York City for the purposes set forth in the attached
Notice.

As you know, Metropolitan purchases shares of the Portfolio (the "Shares") for
the corresponding investment divisions in the Metropolitan separate accounts
funding your life insurance policy or annuity contract. At the Special Meeting,
Metropolitan will vote the Shares of the 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 the 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 January 14, 2000.

The matters to be considered at the meeting are described in the attached Notice
and Statement Concerning the Special Meeting.

WE URGE YOU TO GIVE METROPOLITAN VOTING INSTRUCTIONS BY FILLING IN, DATING AND
SIGNING THE ENCLOSED VOTING INSTRUCTION FORM. PLEASE RETURN YOUR VOTING
INSTRUCTIONS PROMPTLY IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED
IN THE UNITED STATES.

                                       [MetLife Logo] (Registered)

                                       New York, NY 10010

                                                                          SIS-ML
<PAGE>
                   METROPOLITAN TOWER LIFE INSURANCE COMPANY
              FLEXIBLE PREMIUM MULTIFUNDED LIFE INSURANCE POLICIES
                      PUTNAM INTERNATIONAL STOCK PORTFOLIO

To Policy Owners:

On March 31, 2000, a Special Meeting of Shareholders of the Putnam International
Stock Portfolio (the "Portfolio") of the Metropolitan Series Fund, Inc. (the
"Fund") will be held in New York City for the purposes set forth in the attached
Notice.

As you know, Metropolitan Tower purchases shares of the Portfolio (the "Shares")
for the corresponding investment division in the Metropolitan Tower separate
account funding your policy. At the Special Meeting, Metropolitan Tower will
vote the Shares of the Portfolio based on the instructions received from policy
owners. You may give us voting instructions for the number of Shares of the
Portfolio attributable to your policy as of the record time of 4:00 P.M., New
York City time, on January 14, 2000.

The matters to be considered at the meeting are described in the attached Notice
and Statement Concerning the Special Meeting.

WE URGE YOU TO GIVE METROPOLITAN TOWER VOTING INSTRUCTIONS BY FILLING IN, DATING
AND SIGNING THE ENCLOSED VOTING INSTRUCTION FORM. PLEASE RETURN YOUR VOTING
INSTRUCTIONS PROMPTLY IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED
IN THE UNITED STATES.

                                       [MetLife Logo] (Registered)

                                       New York, NY 10010

                                                                          SIS-MT
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                      (This Page Intentionally Left Blank)
<PAGE>
                         METROPOLITAN SERIES FUND, INC.
                   NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
                    OF PUTNAM INTERNATIONAL STOCK PORTFOLIO

Notice is hereby given that a Special Meeting of Shareholders of the Putnam
International Stock Portfolio (the "Portfolio") of the Metropolitan Series Fund,
Inc. (the "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 March 31, 2000, for the following purposes:

(1) To approve or disapprove a new Sub-Investment Management Agreement with
    Putnam Investment Management, Inc. ("Putnam"), the new sub-adviser for the
    Portfolio replacing Santander Global Advisors, Inc.

(2) To approve or disapprove changes to the investment management and sub-
    investment management fees for the Putnam International Stock Portfolio.

(3) 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 Special Meeting and the shareholders entitled to notice of and to vote at
the meeting is 4:00 P.M., New York City time, on January 14, 2000.

By order of the Board of Directors.

                                                         Christopher P. Nicholas
                                                                       Secretary

February 1, 2000
<PAGE>
                      (This Page Intentionally Left Blank)
<PAGE>
                         METROPOLITAN SERIES FUND, INC.
                                1 MADISON AVENUE
                            NEW YORK, NEW YORK 10010

            STATEMENT CONCERNING THE SPECIAL MEETING OF SHAREHOLDERS
      OF THE PUTNAM INTERNATIONAL STOCK PORTFOLIO (FORMERLY THE SANTANDER
                         INTERNATIONAL STOCK PORTFOLIO)
                                 MARCH 31, 2000

This Statement is furnished in connection with the solicitation of voting
instructions for use at a Special Meeting of Shareholders of the Putnam
International Stock Portfolio (formerly the Santander International Stock
Portfolio) of the Metropolitan Series Fund, Inc. (the "Fund") to be held on
March 31, 2000. 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 to policy and contract owners will be on or about February 1,
2000.

The proposals being voted on at the Special Meeting are as follows:

          (1) To approve or disapprove a new Sub-Investment Management Agreement
     for the Putnam International Stock Portfolio (the "Portfolio") with Putnam
     Investment Management, Inc. ("Putnam"), the new sub-investment manager of
     the Portfolio. Details of this transaction are set forth on pages 3 to 4 of
     this Statement. The new Agreement is largely identical to the prior
     sub-investment management agreement with Santander Global Advisors, Inc.
     ("Santander"), the prior sub-investment manager, and the sub-investment
     management fee is the same. The new Agreement was effective January 24,
     2000. The prior agreement was terminated on that date as well.

          (2) To approve or disapprove changes to the investment management and
     sub-investment management fees for the Putnam International Stock
     Portfolio. The changes, if approved, would take effect May 1, 2000. The
     changes would result in an increase in the investment management fee and a
     revision in the sub-investment management fee that would increase or
     decrease the overall sub-investment management fee depending on the amount
     of assets in the Portfolio. Details of these changes are set forth on pages
     5 to 7 of this Statement.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR EACH PROPOSAL
                                                     ---

                                       1
<PAGE>
THE INVESTMENT AND SUB-INVESTMENT MANAGERS AND THEIR FEES

Metropolitan, 1 Madison Avenue, New York, New York 10010, a registered
investment adviser under the Investment Advisers Act of 1940, acts as investment
manager with respect to the Portfolio under an Investment Management Agreement
between the Fund and Metropolitan dated April 29, 1991, as amended on August 1,
1997.

Putnam, One Post Office Square, Boston, Massachusetts 02109, is, effective
January 24, 2000, the new sub-investment manager of the Portfolio, subject to
approval of the new Sub-Investment Management Agreement by the shareholders of
the Portfolio. Putnam, a Massachusetts corporation and a registered investment
adviser under the Investment Advisers Act of 1940, has managed mutual funds
since 1937. As of December 31, 1999, Putnam and its affiliates managed in excess
of $391 billion of retail and institutional investors worldwide. The
Sub-Investment Management Agreement with Putnam is dated January 24, 2000. Prior
to that date, the investment manager of the Portfolio was, and continues to be,
Metropolitan and the sub-investment manager was Santander. While Metropolitan
remains as the investment manager of the Portfolio, as of January 24, 2000,
Putnam has replaced Santander, and has the day to day responsibility for
managing the investments of the Portfolio.

For providing investment management services to the Portfolio, Metropolitan
currently receives monthly compensation from the Portfolio at an annual rate of
 .75% of the average daily value of the aggregate net assets of the Portfolio up
to $500 million, .70% of such assets on the next $500 million and .65% of such
assets on amounts in excess of $1 billion.

For sub-investment management services with respect to the Portfolio, Putnam
currently receives from Metropolitan an annual percentage fee, calculated daily
on the average daily value of the aggregate net assets of the Portfolio, of .55%
of the average daily value of the aggregate net assets of the Portfolio up to
$500 million, .50% of such assets on the next $500 million and .45% of such
assets on amounts in excess of $1 billion. The Fund has no responsibility for
the payment of fees to Putnam, and had no responsibility for the payment of fees
to Santander.

During 1999, the Portfolio paid to Metropolitan $2,250,241 of investment
management fees. In turn, Metropolitan paid to Santander $1,650,046 of sub-
investment management fees.

OTHER INFORMATION ABOUT THE INVESTMENT AND SUB-INVESTMENT MANAGEMENT AGREEMENTS

The Investment Management Agreement for the Portfolio provides that
Metropolitan, subject to review by the Fund's Board of Directors, is responsible
for the overall management of the Portfolio and has ultimate responsibility for

                                       2
<PAGE>
making decisions to buy, sell or hold any particular security for the Portfolio.
The new Sub-Investment Management Agreement for the Portfolio provides that
Putnam, subject to review by the Fund's Board of Directors and by Metropolitan,
has the day-to-day responsibility for making decisions to buy, sell or hold any
particular security for the Portfolio.

A copy of the new Sub-Investment Management Agreement with Putnam is attached
hereto as Exhibit A. There are no material changes from the prior agreement with
Santander except for (i) the identity of the sub-investment manager,
(ii) provisions clarifying the sub-investment manager's responsibilities for
certain matters, (iii) the deletion of a provision that would require the sub-
investment manager to notify the Fund if it agreed to provide investment
management services to another mutual fund at a lower fee schedule, and
(iv) the addition of a provision permitting the Fund to use the "Putnam" name.
All material changes are marked in Exhibit A. The sub-investment management fee
schedule remains the same as in the prior agreement with Santander.

The Investment Management Agreement was most recently approved by the Board of
Directors of the Fund, including a majority of the directors who were not
"interested persons," on May 4, 1999 in connection with the annual renewal of
such Agreement. The Investment Management Agreement was most recently approved
by the shareholders of the Portfolio on July 30, 1997 in connection with an
amendment to the Agreement changing the investment management fee schedule for
the Portfolio.

The Sub-Investment Management Agreement was approved by the Board of Directors
of the Fund on January 11, 2000, including a majority of the directors who were
not "interested persons," in connection with the appointment of Putnam as
sub-investment manager. The Board of Directors of the Fund also approved
renaming the Portfolio as the Putnam International Stock Portfolio as of
January 24, 2000.

PROPOSAL 1. APPROVAL OR DISAPPROVAL OF NEW SUB-INVESTMENT
MANAGEMENT AGREEMENT FOR THE PUTNAM INTERNATIONAL STOCK PORTFOLIO

REASONS FOR THE CHANGE

On November 29, 1999, Santander notified the Fund that it was resigning as
sub-investment manager of the Portfolio as of January 28, 2000. Santander
explained that its ultimate majority shareholder, Banco Santander Central
Hispano ("Banco Santander"), had determined to close Santander. This closing was
a result of a merger earlier in 1999 involving Banco Santander. Because of the
merger, Banco Santander has reviewed its strategy in asset management and has
decided to centralize its asset management business in Madrid, Spain, close to
its retail banking business. Metropolitan, as a minority shareholder of
Santander, determined that it was not able to support the continued operation of

                                       3
<PAGE>
Santander without the strong involvement of Banco Santander, and thus decided
not to take over the operations of Santander.

Thus, Santander can no longer act as the sub-investment manager for the
Portfolio, and Metropolitan recommended to the Board of Directors of the Fund
that the sub-investment management arrangement with Santander be terminated and
that a new sub-investment manager be engaged to take on the direct
responsibility for the day-to-day management of the Portfolio.

Metropolitan considered the qualifications of several potential sub-investment
managers and recommended Putnam to the Board of Directors of the Fund.
Metropolitan believes that Putnam can provide strong asset management for the
Portfolio as sub-investment manager. Other international funds managed by Putnam
have shown very strong performance. The personnel of Putnam have significant
long-term experience in international asset management, including mutual fund
management. Metropolitan also has had the operations of Putnam reviewed by its
internal auditors, and has reported the results of such review to the Board of
Directors of the Fund.

BOARD RECOMMENDATION

The Board of Directors of the Fund unanimously recommends approval of the new
Sub-Investment Management Agreement for the Portfolio. In determining to make
this recommendation, the Board reviewed information relating to Putnam's
investment philosophy, performance, personnel, and compliance. The Board also
considered the results of the reviews of Putnam performed by the internal
auditors of Metropolitan. The Board met with senior executives from Putnam. The
Board considered the nature, quality and extent of the services which would be
furnished by Putnam to the Portfolio, the experience of the Putnam personnel in
investing in international markets, the performance of Putnam in managing other
portfolios, and various other factors. The Board also took into account
Metropolitan's analysis and recommendation.

In considering the approval of Putnam as a replacement for Santander, the Board
also reviewed the current investment management and sub-investment management
fee structure for the Portfolio. As discussed below in Proposal 2, Metropolitan
recommended to the Board that it would be appropriate to revise the fee
structure of the Portfolio, in light of the services to be provided by
Metropolitan and Putnam and in light of the overall profitability for
Metropolitan of the present fee structure. The following proposal is independent
of the proposal to approve Putnam to replace Santander, and Metropolitan and
Putnam intend to continue to provide investment management services under the
current Agreements whether or not Proposal 2 is approved.

                                       4
<PAGE>
PROPOSAL 2. APPROVAL OR DISAPPROVAL OF AMENDMENTS TO CHANGE THE INVESTMENT
MANAGEMENT AND SUB-INVESTMENT MANAGEMENT FEES FOR THE PUTNAM INTERNATIONAL STOCK
PORTFOLIO

This proposal involves changes to the investment management and sub-investment
management fees for the Portfolio. However, because Metropolitan (and not the
Fund) pays the sub-investment management fee, the sub-management fee change
affects the Portfolio only indirectly.

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 variable
annuity contracts and variable life insurance policies issued by Metropolitan
and Metropolitan Tower (the "Variable Contracts"). As stated above, the payment
of sub-advisory fees is not the responsibility of the Fund, and therefore such
fees affect the Portfolio's expenses only indirectly.

                           PROPOSED AND CURRENT FEES
               (as a percentage of average daily net asset value)

PUTNAM INTERNATIONAL STOCK PORTFOLIO

<TABLE>
<CAPTION>
                                                     ADVISORY FEES
                                           ----------------------------------
                                           (MILLIONS)*    PROPOSED    CURRENT
                                           -----------    --------    -------
<S>                                        <C>            <C>         <C>
Up to...................................     $   500        0.90%       0.75%
Next....................................     $   500        0.85%       0.70%
Over....................................     $ 1,000        0.80%       0.65%
</TABLE>

<TABLE>
<CAPTION>
                                  SUB-ADVISORY FEES          SUB-ADVISORY FEES
                               -----------------------     ----------------------
                               (MILLIONS)*    PROPOSED     (MILLIONS)*    CURRENT
                               -----------    --------     -----------    -------
<S>                            <C>            <C>          <C>            <C>
Up to.......................      $ 150         0.65%        $   500        0.55%
Next........................      $ 150         0.55%        $   500        0.50%
Over........................      $ 300         0.45%        $ 1,000        0.45%
</TABLE>

- ------------------

* This column shows the amount of the Portfolio's assets to which the fees shown
  do or would apply.

                                       5
<PAGE>
             1999 FEES AND EXPENSES-- BASED ON CURRENT AND PROPOSED
FEE SCHEDULES

                              CURRENT FEE SCHEDULE

<TABLE>
<CAPTION>
                                        MANAGEMENT      OTHER
                                          FEES*        EXPENSES     TOTAL
                                        -----------    ---------    -----
<S>                                     <C>            <C>          <C>
Putnam International Stock...........        0.75%        0.47%      1.22%
</TABLE>

                             PROPOSED FEE SCHEDULE

<TABLE>
<CAPTION>
                                         MANAGEMENT      OTHER
                                           FEES*        EXPENSES    TOTAL
                                         -----------    --------    -----
<S>                                      <C>            <C>         <C>
Putnam International Stock............        0.90%        0.47%     1.37%
</TABLE>

- ------------------

* Composite rate, based on 1999 average net assets.

The following table shows the amount of management fees paid to Metropolitan (as
investment manager) and Santander (as the then sub-investment manager) in 1999
with respect to the Portfolio. The table also shows what those amounts would
have been had the amended fees been in effect during 1999, and the difference
between the two amounts as a percentage of the amounts actually received in
1999.

                              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>
Putnam International
  Stock Portfolio........   $2,250,241   $2,700,075    20.0%    $1,650,046   $1,798,461     9.0%
</TABLE>

The Putnam International Stock Portfolio had net assets of $317,830,871 as of
December 31, 1999.

THE BOARD OF DIRECTORS OF THE FUND UNANIMOUSLY RECOMMENDS APPROVAL OF THE
PROPOSED CHANGES TO THE INVESTMENT MANAGEMENT AGREEMENT AND SUB-INVESTMENT
MANAGEMENT AGREEMENT FEES FOR THE PORTFOLIO.

                                       6
<PAGE>
REASONS FOR PROPOSED CHANGES

In approving the changes to the investment management and sub-investment
management fees and recommending their respective approval by the shareholders
of the Portfolio, the Board has considered the nature, quality and extent of the
services to be performed by Metropolitan and Putnam; the investment record of
the Portfolio; comparative data as to investment performance, advisory fees and
expenses; the financial, personnel and structural information of Metropolitan
and Putnam, including the costs incurred by, and profitability of, Metropolitan
and Putnam 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 level had proven insufficient for
Metropolitan to earn revenues significantly above their costs of managing the
Portfolio. The current level of investment management fee and the proposed level
of the sub-investment management fee will make it difficult for Metropolitan 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 to the Fund for the benefit of Variable Contract owners be at least
maintained if not increased 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 Portfolio, especially when compared to similar investment
companies and in light of the level of services provided by Metropolitan and
Putnam. Also, the Board of Directors of the Fund believes that, assuming the
Portfolio grows in size, the impact of changing the fee structure will lessen
further over time.

ADDITIONAL INFORMATION ABOUT METROPOLITAN AND PUTNAM

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.

                                       7
<PAGE>
Set forth below are the names, addresses and principal occupations of the
principal executive officer and the directors of Putnam:

<TABLE>
<CAPTION>
DIRECTORS                               PRINCIPAL OCCUPATIONS AND ADDRESSES
- ----------------------------  -------------------------------------------------------
<S>                           <C>
Lawrence J. Lasser            CEO of Putnam Investments and its
                                subsidiaries
                              One Post Office Square
                              Boston, Massachusetts 02109
George Putnam                 Chairman of the Putnam Funds Board of
                                Trustees
                              One Post Office Square
                              Boston, Massachusetts 02109
Gordon H. Silver              Senior Administrative Officer of Putnam
                                Investments
                              One Post Office Square
                              Boston, Massachusetts 02109
</TABLE>

All of the outstanding voting and nonvoting securities of Putnam are held of
record by Putnam Investments, Inc., which is, in turn, except for a minority
interest owned by employees, owned by Marsh & McLennan Companies, Inc., an NYSE
listed public company whose business is insurance brokerage, investment
management and consulting.

RECORD OWNERS OF THE PORTFOLIO'S SHARES

As of the record time, the Fund had outstanding              shares of the
Portfolio. The shares of the Portfolio are currently sold to Metropolitan and
Metropolitan Tower, as the record owners, for allocation to the corresponding
investment divisions of certain of their "separate accounts" that are registered
as investment companies with the Securities and Exchange Commission. Most of
those shares are attributable to Variable Contracts, as discussed below. Other
outstanding Portfolio shares are not attributable to Variable Contracts, because
such shares are (a) attributable to the insurance company's assets in one of the
registered separate accounts, (b) held in a separate account that is not
registered as an investment company, or (c) held in the insurance company's
general account rather than in a separate account.

At the record time, Metropolitan held in its separate or general accounts
         Portfolio shares that, for any of such reasons, were not attributable
to Variable Contracts.

HOW SHARES IN THE PORTFOLIO WILL BE VOTED AT THE SPECIAL MEETING

Record owners of common stock of the Portfolio as of 4:00 P.M., New York City
time, on January 14, 2000 (the "record time"), will be entitled to vote and may
cast one vote for each share held.

                                       8
<PAGE>
In accordance with their view of applicable law, Metropolitan and Metropolitan
Tower will vote the shares of the Portfolio that are attributable to the
Variable Contracts based on instructions received from owners of such Contracts
that participate in the corresponding investment divisions in the separate
accounts. The number of Portfolio shares held in the corresponding investment
division of a separate account deemed attributable to each Variable Contract
owner is determined by dividing a variable life insurance policy's cash value or
a variable annuity contract's accumulation units, as the case may be, in that
division by the net asset value of one share in the Portfolio. Fractional votes
will be counted. The number of shares for which a Variable Contract owner has a
right to give voting instructions is determined as of the record time for the
special meeting. Owners of variable life insurance policies continued in effect
as reduced paid-up or extended term insurance are not eligible to give voting
instructions.

Portfolio shares held in an investment division that are attributable to
Variable Contracts and for which no timely instructions are received or that are
not attributable to Variable Contracts will be represented at the meeting by the
record owners and voted in the same proportion as the shares for which voting
instructions are received for all Variable Contracts participating in that
investment division. The Fund has been advised that Portfolio shares held in the
general account or unregistered separate accounts of Metropolitan or its
affiliates will be represented at the meeting by the record owners and voted in
the same proportion as the aggregate of (i) the shares for which voting
instructions are received and (ii) the other shares that are voted in proportion
to such voting instructions.

If an enclosed voting instruction form is completed, executed and returned, it
may nevertheless be revoked at any time before the meeting by a written
revocation or later voting instruction form received by Metropolitan or by
Metropolitan Tower, as the case may be, 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 the Portfolio.

Upon the request of a Variable Contract owner, the Fund will furnish, without
charge, a copy of the most recent annual and semi-annual reports of the Fund.
Such request should be directed to Brian Mack, Metropolitan Life Insurance
Company, Area 2H, 1 Madison Avenue, New York, New York 10010, 1-800-553-4459.

VOTE REQUIRED FOR APPROVAL OF THESE PROPOSALS

The voting on the approval of these Proposals is by the shareholders of the
Portfolio only. Approval of each Proposal requires (a) 67% or more of the shares
in the Portfolio present at the meeting if the holders of more than 50% of the

                                       9
<PAGE>
outstanding shares in the Portfolio are present at the meeting or (b) more than
50% of the outstanding shares in the Portfolio.

DURATION OF SUB-INVESTMENT MANAGEMENT AGREEMENT

If approved, the Sub-Investment Management Agreement will continue in effect
until May 16, 2001. 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 Investment Company Act of 1940), 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 (on 30 days' written notice), by Putnam
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
Portfolio is terminated.

                 ANNUAL MEETINGS AND PROPOSALS OF SHAREHOLDERS

The By-Laws of the Fund require an annual meeting only 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.

The Board of Directors may, however, determine that an annual meeting should be
held for shareholder action on certain matters.

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 2001, such
proposal must be submitted to the Fund, 1 Madison Avenue, New York, New York
10010, Attention: Christopher P. Nicholas. Such proposal must be received on or
before November 4, 2000 in order to be considered for any 2001 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.

February 1, 2000

                                       10
<PAGE>
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<PAGE>
                                                                       EXHIBIT A

THE MATERIAL CHANGES FROM THE CURRENT SUB-INVESTMENT MANAGEMENT AGREEMENT ARE
UNDERLINED; THE MATERIAL DELETIONS FROM THE CURRENT AGREEMENT ARE SET FORTH IN
BRACKETS [ ]. NAME AND DATE CHANGES ARE NOT INDICATED.

                      PUTNAM INTERNATIONAL STOCK PORTFOLIO
                       SUB-INVESTMENT MANAGEMENT AGREEMENT

     AGREEMENT made this 24th day of January, 2000, among Metropolitan Series
Fund, Inc., a Maryland corporation (the "Fund"), Metropolitan Life Insurance
Company (the "Investment Manager"), a New York corporation, and Putnam
Investment Management, Inc., a Massachusetts 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 Putnam International Stock Portfolio (formerly known as the
Santander International Stock Portfolio) as set forth in the Investment
Management Agreement dated April 29, 1991 and amended effective August 1, 1997
relating to the Putnam International Stock Portfolio between the Fund and the
Investment Manager (the "Putnam 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 Putnam
International Stock Portfolio of the Fund with the Sub-Investment Manager;

                                      A-1
<PAGE>
     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 Putnam 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 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

                                      A-2
<PAGE>
program of evaluation of its assets. The Sub-Investment Manager will have the
responsibility to monitor the investments of the Portfolio to the extent
necessary for the Sub-Investment Manager to manage the Portfolio in a manner
that is consistent with the investment objective and policies of the Portfolio
set forth in the Prospectus, as from time to time amended, and communicated in
writing to the Sub-Investment Manager, and consistent with applicable law,
including, but not limited to, the Investment Company Act and, so far as it is
in its power and authority, the rules and regulations thereunder and the
applicable provisions of the Internal Revenue Code and the rules and regulations
thereunder (including, without limitation, subchapter M of the Code and the
investment diversification aspects of Section 817(h) of the Code). The
Investment Manager acknowledges and agrees that the Sub-Investment Manager's
compliance with such obligations with respect to the Code will be based, in
part, on information supplied by the Investment Manager or its agents as to the
Portfolio, such as Portfolio security lot gain/loss allocation. The
Sub-Investment Manager shall have no responsibility for any losses due to
inaccurate or untimely information supplied by the Investment Manager.

     The Sub-Investment Manager shall not be responsible for the administrative
affairs of the Fund including, but not limited to, accounting and pricing the
Portfolio except as specifically agreed to herein. The Sub-Investment Manager
will furnish the Investment Manager and the Fund such statistical information,
including prices of securities in situations where a fair valuation
determination is required or when a security cannot be priced by the Fund's
accountants due to a lack of market or broker quotations, 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, including but not limited to any change in the
personnel of the Sub-Investment Manager responsible for the day to day
investment decisions made by the Sub-Investment Manager for the Portfolio and
any material legal proceedings against the Sub-Investment Manager by the
Securities and Exchange Commission relating to violations of the federal
securities laws by the Sub-Investment Manager, and will furnish the Investment
Manager and the Fund from time to time with similar material information that is
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,

                                      A-3
<PAGE>
except as hereinafter provided. The Sub-Investment Manager shall for all
purposes herein be deemed to be an independent contractor and shall, unless
otherwise provided or authorized, have no authority to act for or represent the
Fund or the Investment Manager in any way or otherwise be deemed an agent of the
Fund or the Investment Manager other than in furtherance of its duties and
responsibilities as set forth in this Agreement.

     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.

                                   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 Putnam International Stock Portfolio Investment Management
Agreement. Nothing in this Putnam 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.

                                      A-4
<PAGE>
     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.

     [The Sub-Investment Manager agrees to notify promptly, upon written
request, the Investment Manager if, for any other registered investment company
having a substantially similar investment program, it agrees to (1) provide more
services or bear more expenses for a comparable or lower fee; and (2) provide
comparable services and bear comparable expenses for a lower fee.]

                                 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, to the extent required by the
Investment Company Act, 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.

                                      A-5
<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.

     The Investment Manager may use (and shall cause all of its affiliates,
including the Fund, to use, the names "Putnam Investment Management, Inc.",
"Putnam Investment Management", "Putnam Investments" or "Putnam" or any
derivation thereof only for so long as this Agreement or any extension, renewal
or amendment remains in effect. At such times as this Agreement shall no longer
be in effect, the Investment Manager shall cease to use (and shall cause its
affiliates to cease using) any name using any of the foregoing terms or any
other name indicating that the Portfolio is advised by or otherwise connected
with the Sub-Investment Manager. The Investment Manager acknowledges that the
Fund has included the name "Putnam" in the Portfolio through permission of the
Sub-Investment Manager and the Sub-Investment Manager retains all rights to such
name.

     The Investment Manager will not, and will cause its affiliates to not,
refer to or describe the Sub-Investment Manager in any prospectus, proxy
statement, sales literature or other material except with the written permission
of the Sub-Investment Manager, which permission shall not unreasonably be
withheld.

                                   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, 2001 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-6
<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 and Sub-Investment Manager, or by the
Investment Manager on thirty days' written notice to the Sub-Investment Manager
and the Fund, or by the Sub-Investment Manager on sixty days' written notice to
the Investment Manager and the Fund. This Agreement shall automatically
terminate in the event of its assignment or in the event of the termination of
the Putnam 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.

                                   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.

                                      A-7
<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 6E
                          New York, New York 10010

     Investment Manager:  Gary A. Beller, Esq.
                          Senior Executive Vice-President and
                            General Counsel
                          Metropolitan Life Insurance Company
                          One Madison Avenue, Area 11G
                          New York, New York 10010

 Sub-Investment Manager:  Putnam Investment Management, Inc.
                          One Post Office Square
                          Boston, Massachusetts 02139
                          Attention: Eric S. Levy
</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.

                                      A-8
<PAGE>
                                           METROPOLITAN SERIES
                                           FUND, INC.
                                           By __________________________________

Attest:

________________________________________

                                           METROPOLITAN LIFE
                                           INSURANCE COMPANY
                                           By __________________________________

Attest:

________________________________________

                                           PUTNAM INVESTMENT
                                           MANAGEMENT, INC.
                                           By __________________________________

Attest:

________________________________________

                                      A-9
<PAGE>
                                    APPENDIX

                       PUTNAM INVESTMENT MANAGEMENT, INC.

                     METROPOLITAN SERIES FUND FEE SCHEDULE

                      PUTNAM 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>

                                      A-10
<PAGE>
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<PAGE>
                      (This Page Intentionally Left Blank)
<PAGE>
                                       [MetLife Logo] (Registered)

                                       New York, NY 10010


<PAGE>

                             VOTING INSTRUCTION FORM
                                     FOR THE
  METROPOLITAN TOWER LIFE                    Special Meeting of Shareholders
     INSURANCE COMPANY              of the Putnam International Stock Portfolio
                                              of Metropolitan Series Fund, Inc.

   Please fold and detach card at perforation before mailing


The undersigned hereby instructs Metropolitan Tower Life Insurance Company
("Metropolitan Tower") to vote the shares of the Putnam International Stock
Portfolio of the Metropolitan Series Fund, Inc. (the "Fund") as to which the
undersigned is entitled to give instructions at the Special Meeting of
Shareholders of the Putnam International Stock Portfolio 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 March 31, 2000 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" each Proposal.
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 A
PROPOSAL, METROPOLITAN TOWER WILL VOTE "FOR" THE PROPOSAL.

                                Date ______, 2000

                            PLEASE SIGN IN BOX BELOW

                         Signature--Please sign exactly
                          as your name appears at left.
                                     ML-SGE
                                     SAMPLE
                             FORM ID #: PROXY-PUTNAM
                                     (1098)


<PAGE>




                   PLEASE RETURN YOUR VOTING INSTRUCTION FORM
                     IN THE POSTAGE PAID ENVELOPE PROVIDED.
              IMPORTANT: YOUR VOTING INSTRUCTION FORM IS NOT VALID
                    UNLESS IT IS SIGNED ON THE REVERSE SIDE.

            Please fold and detach card at perforation before mailing

TO VOTE FOR, AGAINST OR ABSTAIN FROM VOTING ON A PROPOSAL, CHECK THE APPROPRIATE
BOX BELOW.

<TABLE>
<CAPTION>
                                                                                           FOR        AGAINST        ABSTAIN
<S>                                                                                        <C>
1. Approval of a new Sub-Investment Management Agreement for the Putnam                    / /         / /            / /
   International Stock Portfolio of the Fund.

2. Approval of changes to the investment management and sub-investment
   management fees for the Putnam International Stock Portfolio.                           / /         / /            / /
</TABLE>

                                                                      ML-SGE



<PAGE>




                             VOTING INSTRUCTION FORM
                                     FOR THE
   METROPOLITAN LIFE                             Special Meeting of Shareholders
   INSURANCE COMPANY                 of the Putnam International Stock Portfolio
                                              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 Putnam International Stock Portfolio
of the Metropolitan Series Fund, Inc. (the "Fund") as to which the undersigned
is entitled to give instructions at the Special Meeting of Shareholders of the
Putnam International Stock Portfolio 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 March 31, 2000 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" each Proposal.
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 A
PROPOSAL, METROPOLITAN WILL VOTE "FOR" THE PROPOSAL.

                                Date ______, 2000

                            PLEASE SIGN IN BOX BELOW

                         Signature--Please sign exactly
                          as your name appears at left.
                                     ML-SGE

                                     SAMPLE
                             FORM ID #: PROXY-PUTNAM
                                     (1098)


<PAGE>




                   PLEASE RETURN YOUR VOTING INSTRUCTION FORM
                     IN THE POSTAGE PAID ENVELOPE PROVIDED.
              IMPORTANT: YOUR VOTING INSTRUCTION FORM IS NOT VALID
                    UNLESS IT IS SIGNED ON THE REVERSE SIDE.

            Please fold and detach card at perforation before mailing

TO VOTE FOR, AGAINST OR ABSTAIN FROM VOTING ON A PROPOSAL, CHECK THE APPROPRIATE
BOX BELOW.

<TABLE>
<CAPTION>
                                                                                           FOR        AGAINST        ABSTAIN
<S>                                                                                        <C>
1. Approval of a new Sub-Investment Management Agreement for the Putnam                    / /         / /            / /
    International Stock Portfolio of the Fund.

2.  Approval of changes to the investment management and sub-investment
    management fees for the Putnam International Stock Portfolio.                          / /         / /            / /
</TABLE>



                                                                      ML-SGE



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