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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 to the
full extent and in the 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 such investment minimums and other
conditions of eligibility as are 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.
The Class A shares and the Class B shares may subsequently be offered
pursuant to an initial sales charge and/or CDSC (each of which may be subject to
reduction or waiver) as permitted by the Act, and as described in the
Prospectus.
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ALLOCATIONS TO EACH CLASS
EXPENSE ALLOCATIONS
Rule 12b-1 fees payable by the Corporation to each of the distributors
of the Corporation's Class B shares shall be allocated, to the extent
practicable, on a class-by-class basis, subject to the approval of a majority of
the Corporation's Board of Directors, including a majority of the Independent
Directors (as defined in each Distribution Plan).1 The following "Class
Expenses" may, to the extent not required to be borne by the investment adviser,
pursuant to the Corporation's Investment Management Agreement, be allocated on a
class-by-class basis: (a) printing and postage expenses related to preparing and
distributing materials such as shareholder reports, Prospectuses and proxy
statements to current shareholders of a specific class; (b) SEC registration
fees incurred with respect to a specific class; (c) state blue sky and foreign
registration fees and expenses incurred with respect to a specific class; (d)
the expenses of administrative personnel and services required to support
shareholders of a specific class; (e) litigation and other legal expenses
relating to a specific class; (f) Directors' fees or expenses incurred as a
result of issues relating to a specific class of shares; (g) accounting and
consulting expenses relating to a specific class; (h) any fees imposed pursuant
to a non-Rule 12b-1 shareholder services plan that relate to a specific class;
and (i) any additional expenses, not including investment management fees,
investment advisory fees, custodial fees or other expenses relating to the
management of the Corporation's assets, if such expenses are actually incurred
in a different amount with respect to a class that are of a different kind or to
a different degree than with respect to one or more other classes.
All expenses not hereafter designated as Class Expenses will 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 ("Portfolio Expenses").
However, notwithstanding the above, the Corporation may allocate all
expenses other than Class Expenses on the basis of the relative net assets
(settled shares) of each class, as permitted by Rule 18f-3 under the Act.
WAIVERS AND REIMBURSEMENTS
The investment adviser or distributors 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 some or all of the classes and may be in
different amounts for one or more classes.
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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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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.
The Portfolio may allocate income and realized and unrealized capital
gains and losses to each share based on relative net assets (settled shares) of
each class, as permitted by Rule 18f-3 under the Act.
CONVERSION AND EXCHANGE
The Class A shares and Class B shares may convert into another Class.
Subsequent classes of shares (each a "Converting Class") may automatically
convert into another class of shares (the "Conversion Class"), subject to such
terms as may be approved by the Directors.
In the event of any material increase in payments authorized under the
Distribution Plan (or, if presented to shareholders, any material increase in
payments authorized by a non-Rule 12b-1 shareholder services plan) applicable to
any Conversion Class, existing Converting Class shares will not be permitted to
convert into Conversion Class shares unless the Converting Class shareholders,
voting separately as a class, approve the material increase in such payments.
Pending approval of such increase, or if such increase is not approved, the
Directors shall take such action as is necessary to ensure that existing
Converting Class shares are exchanged or converted into a new class of shares
("New Conversion Class") identical in all material respects to the Conversion
Class shares as they existed prior to the implementation of the material
increase in payments, no later than the time such shares were scheduled to
convert to the Conversion Class shares. Converting Class shares sold after the
implementation of the fee increase may convert into Conversion Class shares
subject to the higher maximum payment, provided that the material features of
the Conversion Class plan and the relationship of such plan to the Converting
Class shares were disclosed in an effective registration statement.
EXCHANGE FEATURES
Shares of each class generally will be permitted to be exchanged for
shares of any class in another Portfolio. All exchange features will be
described in the Prospectus.
DIVIDENDS
Dividends paid by the Corporation with respect to its Class A shares
and Class B shares, to the extend any dividends are paid, will be calculated in
the same manner, at the same time and will be in the same amount, except that
any Rule 12b-1 fee payments relating to a class of shares will be borne
exclusively by that class and any incremental transfer agency costs or, if
applicable, Class Expenses relating to a class shall be borne exclusively by
that class.
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VOTING RIGHTS
Each share of each Portfolio entitles the shareholder of record to one
vote. Each class of shares of the Portfolio will vote separately as a class with
respect to any Distribution Plan, as defined herein, applicable to that class
and on other matters for which class voting is required under applicable law.
Class B shareholders will vote separately as a class to approve any material
increase in payments authorized under the Distribution Plan applicable to Class
B shares.
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
distributors 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 distributors
(which also distribute the Class A shares) 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 distributors will be responsible for
reporting any potential or existing conflicts among 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 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 ___ day of ____________, 2000.
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