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Exhibit (n)
THE METROPOLITAN SERIES FUND, INC.
PLAN PURSUANT TO RULE 18f-3 UNDER THE
INVESTMENT COMPANY ACT OF 1940
This Plan (the "Plan") is adopted by the Metropolitan Series Fund, Inc.
(the "Corporation") pursuant to Rule 18f-3 under the Investment Company Act of
1940, as amended (the "Act"), and sets forth the general characteristics of, and
the general conditions under which the Corporation may offer, multiple classes
of shares of its now existing and hereafter created series. This Plan is
intended to allow the Corporation to offer multiple classes of shares in a
manner permitted by Rule 18f-3 under the Act (the "Rule"), subject to the
requirements and conditions imposed by the Rule. This Plan may be revised or
amended from time to time as provided below.
CLASS DESIGNATIONS
Each of the Corporation's constituent series (each, a "Portfolio") may from
time to time issue one or more of the following classes of shares: Class A
shares and Class B shares. Each of the two classes of shares will represent
interests in the same portfolio of investments of the Portfolio and, except as
described herein, shall have the same rights and obligations as each other
class. Each class shall be subject to any investment minimums and other
conditions of eligibility as may be set forth in the Corporation's prospectus or
statement of additional information as from time to time in effect (the
"Prospectus").
CLASS CHARACTERISTICS
Class A shares are offered at a public offering price that is equal to
their net asset value ("NAV") without an initial sales charge or a contingent
deferred sales charge ("CDSC").
Class B shares are offered at their NAV, without an initial sales charge or
a CDSC, but may be subject to a fee imposed in accordance with Rule 12b-1 under
the Act ("Rule 12b-1 fees"), as described in the Prospectus.
ALLOCATIONS TO EACH CLASS
EXPENSE ALLOCATIONS
Rule 12b-1 fees payable by a Portfolio to one or more of the distributors
of the Corporation's Class B shares, and such other expenses, that the Directors
may in the future amend this Plan to provide (collectively, "Class Expenses"),
shall be allocated, to the extent practicable, on a class-by-class basis,
subject to the approval of each "Distribution Plan" pursuant to which Rule12b-1
fees are paid by a majority of the Corporation's Board of Directors,
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including a majority of the Independent Directors (as defined in each
Distribution Plan)./1/ Notwithstanding the previous sentence, no amount shall be
considered a "Class Expense" to the extent that (1) it includes investment
management fees, investment advisory fees, custodial fees or other expenses
relating to the management of the Corporation's assets, or (2) such expenses are
not actually incurred in a different amount, or to a different degree, or are
not of a different kind, with respect to one or more classes.
All expenses of a Portfolio that are not herein designated as "Class
Expenses" will be allocated to each class thereof on the basis of the net asset
value of that class in relation to the net asset value of the Portfolio
("Portfolio Expenses").
However, notwithstanding the above, the Corporation may allocate all of the
Portfolio's Expenses on the basis of the relative net assets attributable to
settled shares of each class of that Portfolio's shares, of that Portfolio's
shares, if the Portfolio is a "Daily Dividend Fund", as permitted by Rule 18f-
3(c)(1)(iii) under the Act.
WAIVERS AND REIMBURSEMENTS
The investment adviser or distributor(s) may choose to waive or reimburse
Rule 12b-1 fees or any Class Expenses on a voluntary basis. Such waiver or
reimbursement may be applicable to one or more of the Portfolios or classes
thereof of the classes and may be in different amounts for one or more
Portfolios or classes thereof.
INCOME, GAINS AND LOSSES
Income and realized and unrealized capital gains and losses shall be
allocated to each class on the basis of the net asset value of that class in
relation to the net asset value of the Portfolio.
However, the Portfolio shall allocate income and realized and unrealized
capital gains and losses to each share based on relative net assets attributable
to settled shares of each class, as permitted by Rule 18f-3 (a)(1)(iii) under
the Act, if the Portfolio uses that method for allocating Fund expenses.
CONVERSION AND EXCHANGE
Any Class of shares may automatically convert into another Class in
accordance with its terms and subject to the terms and conditions of Rule 18f-3
that apply to such conversions.
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/1/ As of the date of this Plan, the Corporation has adopted a distribution
plan pursuant to Rule 12b-1 under the Act only for the Class B shares (the
"Distribution Plan").
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EXCHANGE FEATURES
Shares of each class generally will be permitted to be exchanged for shares
of any class in another Portfolio, subject, however, to the terms and conditions
of any sales agreements pursuant to which those shares are issued.
DIVIDENDS
Dividends and any other distributions paid by the Corporation with respect
to Class A shares and Class B shares of any Portfolio, to the extent any
dividends are paid, will be allocated as between those classes on the same basis
as that Portfolio's Portfolio Expenses are allocated.
VOTING RIGHTS
Each share of each Portfolio entitles the shareholder of record to one
vote. Each class of shares of the Portfolio will, in accordance with its terms,
vote separately as a class on any action that Rule 12b-1 requires to be taken
with respect to any Distribution Plan that effects that class; any matter
submitted to shareholders that relates solely to that class's arrangement under
this Plan; any matter submitted to shareholders in which the interests of one
class differ from the interests of any other class; and any other matters for
which class voting is required under applicable law.
RESPONSIBILITY OF THE DIRECTORS
On an ongoing basis, the Directors will monitor the Corporation and each
Portfolio for the existence of any material conflicts among the interests of the
two classes of shares. The Directors shall further monitor on an ongoing basis
the use of waivers or reimbursement by the investment advisor and the
distributor(s) of expenses to guard against cross-subsidization between classes.
The Directors, including a majority of the Independent Directors, shall take
such action as is reasonably necessary to eliminate any such conflict that may
develop. If a conflict arises, the investment adviser and the distributor(s) at
their own cost, will remedy such conflict up to and including establishing one
or more new registered management investment companies.
REPORTS TO THE DIRECTORS
The investment adviser and the distributor(s) will be responsible for
reporting any potential or existing conflicts between the two classes of shares
to the Directors. In addition, the Directors will receive quarterly and annual
statements concerning expenditures complying with paragraph (b)(3)(ii) of Rule
12b-1. In the statements, only expenditures properly attributable to the direct
or indirect sale or servicing of a particular class of shares shall be used to
justify any
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distribution fee charged to that class. The statements, including the
allocations upon which they are based, will be subject to the review of the
Independent Directors in the exercise of their fiduciary duties.
AMENDMENTS
The Plan may be amended from time to time in accordance with the provisions
and Requirements of Rule 18f-3 under the Act.
Adopted this 2nd day of November, 2000.
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