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Exhibit (m)
METROPOLITAN SERIES FUND, INC.
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CLASS B
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DISTRIBUTION PLAN
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WHEREAS, the Board of Directors of the Metropolitan Series Fund, Inc. (the
"Fund"), including the Independent Directors, have concluded in the exercise of
their reasonable business judgment and in light of their fiduciary duties under
the Investment Company Act of 1940 and state law that there is a reasonable
likelihood that this Plan (the "Plan") will benefit each of the Fund's
constituent Portfolios (each a "Portfolio") and the Class B shareholders
thereof;
NOW THEREFORE, in consideration of the foregoing, the Fund's Class B Plan
is hereby adopted as follows:
Section 1. The Fund is authorized to pay a fee (the "Distribution Fee") to
compensate the distributor in connection with the distribution of the Class B
shares of the Fund, at an annual rate with respect to each Portfolio not to
exceed .50% of the average daily net assets attributable to the Portfolio's
Class B shares. Some or all of such fee may be paid to the distributors of the
Fund's Class B shares (the "Class B Distributors") pursuant to a distribution
and/or services agreement. Subject to such limit and subject to the provisions
of Section 9 hereof, the Distribution Fee shall be as approved from time to time
by (a) the Directors of the Fund and (b) the Independent Directors of the Fund.
The Fund shall not pay any distribution expense in excess of the Distribution
Fee described in this Section 1. If at any time this Plan shall not be in
effect with respect to the Class B shares of all Portfolios of the Fund, the
Distribution Fee shall be computed on the basis of the net assets of the Class B
shares of those Portfolios for which the Plan is in effect. The Distribution
Fee payable with respect to a particular Portfolio may not be used to subsidize
the sale of shares of any class or series other than the Class B shares of that
Portfolio. The Distribution Fee shall be accrued daily and paid monthly or at
such other intervals as the Directors shall determine.
Section 2. Some or all of the Distribution Fee paid to a Class B
Distributor may be spent on any activities or expenses primarily intended to
result in the sale of Class B shares of the Fund, including, but not limited to
the following:
(a) compensation to and expenses of employees of the Class B Distributor,
including overhead and telephone expenses, who engage in the distribution
of Class B shares;
(b) printing and mailing of prospectuses, statements of additional
information and reports for prospective purchasers of variable annuity or
variable life insurance contracts ("Variable Contracts") investing
indirectly in Class B shares;
(c) compensation to financial intermediaries and broker-dealers to pay or
reimburse them for their services or expenses in connection with the
distribution of Variable Contracts;
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(d) expenses relating to the development, preparation, printing and
mailing of Fund advertisements, sales literature and other promotional
materials describing and/or relating to the Fund;
(e) expenses of holding seminars and sales meetings designed to promote
the distribution of Fund Class B shares;
(f) expenses of obtaining information and providing explanations to
Variable Contract owners regarding Fund investment objectives and policies
and other information about the Fund and its Portfolios, including the
performance of the Portfolios;
(g) expenses of training sales personnel regarding the Fund;
(h) expenses of compensating sales personnel in connection with the
allocation of cash values and premiums of the Variable Contracts to the
Fund; and
(i) expenses of personal services and/or maintenance of Variable Contract
owner accounts with respect to Fund Class B shares attributable to such
accounts.
Section 3. Any investment adviser of the Fund may, with respect to the
Class B shares of any Portfolio, make payments from its own resources for the
purposes described in Section 2.
Section 4. This Plan shall not take effect until it has been approved by
votes of the majority (or whatever greater percentage may, from time to time, be
required by Section 12(b) of the Investment Company Act of 1940 (the "Act") or
the rules and regulations thereunder) of both (a) the Directors of the Fund, and
(b) the Independent Directors of the Fund cast in person at a meeting called for
the purpose of voting on this Plan.
Section 5. This Plan shall continue in effect for a period of more than one
year after it takes effect only so long as such continuance is specifically
approved at least annually in the manner provided for approval of this Plan in
Section 4.
Section 6. Any person authorized to direct the disposition of monies paid
or payable by the Class B shares of any Portfolio pursuant to this Plan or any
related agreement shall provide to the Directors of the Fund, and the Directors
shall review, at least quarterly, a written report of the amounts so expended
and the purposes for which such expenditures were made.
Section 7. This Plan may be terminated at any time with respect to the
Class B shares of any Portfolio by vote of a majority of the Independent
Directors, or by vote of a majority of the outstanding voting securities
representing the Class B shares of that Portfolio.
Section 8. All agreements with any person relating to implementation of
this Plan with respect to the Class B shares of any Portfolio shall be in
writing, and any agreement related to this Plan with respect to the Class B
shares of any Portfolio shall provide:
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(a) that such agreement shall continue in effect for a period of more than
one year after it takes effect only so long as such continuance is
specifically approved at least annually in the manner provided for approval
of this Plan in Section 4;
(b) that such agreement may be terminated at any time, without payment of
any penalty, by vote of a majority of the Independent Directors or by vote
of a majority of the outstanding voting securities representing the Class B
shares of such Portfolio, on not more than 60 days' written notice to any
other party to the agreement; and
(c) that such agreement shall terminate automatically in the event of its
assignment.
Section 9. This Plan may not be amended to increase materially the amount
of distribution fees permitted to be paid by a Portfolio pursuant to Section 1
hereof without approval by a vote of at least a majority of the outstanding
voting securities representing the Class B shares of that Portfolio, and all
material amendments to this Plan shall be approved in the manner provided for
approval of this Plan in Section 4.
Section 10. While this Plan is in effect, the selection and nomination of
the Directors who are not interested persons of the Fund will be committed to
the discretion of such disinterested Directors.
Section 11. As used in this Plan, (a) the term "Independent Directors"
shall mean those Directors of the Fund who are not interested persons of the
Fund, and have no direct or indirect financial interest in the operation of this
Plan or any agreements related to it, and (b) the terms "assignment",
"interested person" and "majority of the outstanding voting securities" shall
have the respective meanings specified in the Act and the rules and regulations
thereunder, subject to such exemptions or interpretations as may be granted or
issued by the Securities and Exchange Commission.
Adopted as of November 2, 2000
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