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Exhibit (a)(k)
Metropolitan Series Fund, Inc.
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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 (collectively, the "Portfolios") 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:
Increased and
Class Original shares of Reclassified Shares
Authorized Stock of Authorized Stock
State Street Research Money 100,000,000 100,000,000
Market Portfolio
State Street Research Income 100,000,000 100,000,000
Portfolio
State Street Research Growth 200,000,000 200,000,000
Portfolio
State Street Research Diversified 200,000,000 200,000,000
Portfolio
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GNMA Portfolio 100,000,000 100,000,000
Putnam International Stock 100,000,000 100,000,000
Portfolio
State Street Research 100,000,000 100,000,000
Aggressive Growth Portfolio
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 100,000,000 100,000,000
Portfolio
Janus Mid Cap Portfolio 100,000,000 200,000,000
Loomis Sayles High Yield Bond 100,000,000 100,000,000
Portfolio
T. Rowe Price Large Cap Growth 100,000,000 100,000,000
Portfolio
Harris Oakmark Large Cap Value 100,000,000 100,000,000
Portfolio
Neuberger Berman Partners Mid Cap 100,000,000 100,000,000
Value Portfolio
Lehman Brothers Aggregate Bond 100,000,000 100,000,000
Index Portfolio
Russell 2000 Index Portfolio 100,000,000 100,000,000
Morgan Stanley EAFE Index Portfolio 100,000,000 100,000,000
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State Street Research Aurora Small 100,000,000 100,000,000
Cap Value Portfolio
Putnam Large Cap Growth Portfolio 100,000,000 100,000,000
MetLife Mid Cap Stock Index 100,000,000 100,000,000
Portfolio
Unclassified 500,000,000 400,000,000
Total 3,000,000,000 3,000,000,000
* * *
Issued and Unissued Unissued Shares of
Shares of Authorized Authorized
Class Stock Class A Stock Class B
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
Morgan Stanley EAFE Index Portfolio 75,000,000 25,000,000
MetLife Mid Cap Stock Index 75,000,000 25,000,000
Portfolio
SECOND: A description of the "Class A" and the "Class B" shares of the
Portfolios, 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 provided in the Charter of the Corporation and
except as described in (b) and (c) below, the "Class A" and the "Class
B" shares of the Portfolios each shall be identical in all respects,
and shall have the same
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preferences, conversion and other rights, voting powers, restrictions,
limitations as to dividends, qualifications and terms and conditions
of redemption.
(b) The "Class A" and the "Class B" shares of the Portfolios
may be issued and sold subject to such sales loads or charges, whether
initial, deferred or contingent, or any combination thereof, and to
such expenses and fees (including, without limitation, distribution
expenses under a Rule 12b-1 plan and administrative expenses under an
administrative or service agreement, plan or other arrangement, however
designated).
(c) The "Class B" and the "Class A" shares of the Portfolios
shall be convertible into "Class A" or "Class B" shares of the
Portfolios on such terms and subject to such provisions as the Board of
Directors may from time to time establish in accordance with the
Investment Company Act of 1940, as amended, and other applicable law.
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 a particular class, 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 class, as opposed to other
classes of the Corporation, subject only to the rights of creditors,
and are herein referred to as assets "belonging to" that class. Any
assets, income, earnings, profits, and proceeds thereof, funds or
payments which are not readily identifiable as belonging to any
particular class, shall be allocated by or under the supervision of the
Board of Directors to and among any one or more of the classes
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
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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 class of stock
shall be paid only out of surplus or other lawfully available
assets determined by the Board of Directors as belonging to
such class.
(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 class of
shares 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 classes, the
amount to be deemed available for distribution to the class or
classes with the net capital gain may be reduced by the amount
offset.
(iii) The assets belonging to any class of stock shall be
charged with the liabilities in respect to such class, 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 classes before
allocation of general liabilities. However the decision of the Board of
Directors as to the amount of assets and liabilities belonging to the
Corporation, and their allocation to a given class or classes shall be
final and conclusive.
(iv) In the event of the liquidation of the Corporation the
stockholders of each class that has been established and designated
shall be entitled to receive, as a class, the excess of the assets
belonging to that class over the liabilities belonging to that class.
The assets so distributable to the stockholders of any particular class
shall be distributed among such stockholders in proportion to the
number of shares of that class held by them and recorded on the books
of the Corporation. Any assets not readily identifiable as belonging to
any particular class shall be allocated by or under the supervision of
the Board of Directors to and among any one or more of the classes
established and designated, as provided
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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.
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 __ day of
________, 2000; and its President acknowledges that these Articles Supplementary
are the act of the Metropolitan Series Fund, Inc., and he further acknowledges
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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:
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Danne L. Johnson Secretary
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