FORM OF DISTRIBUTION AGREEMENT
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AGREEMENT dated as of the 1st day of May, 2003, as revised on November 3,
2004, May 1, 2005 and December 13, 2005, by and between METROPOLITAN SERIES
FUND, INC., a Maryland corporation (the "Fund"), and METROPOLITAN LIFE INSURANCE
COMPANY, a New York corporation (the "Distributor").
W I T N E S S E T H:
In consideration of the premises and covenants hereinafter contained, the
Fund and the Distributor agree as follows:
1. Distributor. The Fund hereby appoints the Distributor as general
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distributor of the Class A shares, the Class B shares, the Class D shares, the
Class E shares and the Class F shares (each, a "Class") of each series of shares
of common stock of the Fund listed on Schedule A attached hereto (each, a
"Portfolio"). Upon the termination of this agreement with respect to any Class
of shares of a Portfolio, the Fund's appointment of the Distributor as general
distributor of such Class's shares shall expire. The Fund reserves the right to
refuse at any time or times to sell any shares hereunder for any reason deemed
adequate by the Board of Directors of the Fund.
2. Sale and Payment. Under this agreement, the following provisions shall
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apply with respect to the sale and payment for Fund shares:
(a) The Distributor shall have the right, as principal, to purchase Fund
shares from the Fund at their net asset value and to sell such shares
to the public against orders therefor at the applicable public
offering price, as defined in Section 4 hereof. The Distributor shall
also have the right, as principal, to sell shares to dealers against
orders therefor at the public offering price less a concession
determined by the Distributor.
(b) Prior to the time of delivery of any shares by the Fund to, or on the
order of, the Distributor, the Distributor shall pay or cause to be
paid to the Fund or to its order an amount in Boston or New York
clearing house funds equal to the applicable net asset value of such
shares. The Distributor shall retain so much of any sales charge or
underwriting discount as is not allowed by it as a concession to
dealers.
3. Fees. For its services as general distributor of Fund shares, the
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Distributor shall receive no compensation. However, for shareholder services
provided to shareholders of Class B shares, Class D shares, Class E shares and
Class F shares of any Portfolio, the Fund shall pay to the Distributor a fee
either for compensation (or reimbursement of expenses) of the costs of
distribution or as a shareholder service fee for personal service and/or
maintenance of shareholder accounts ("Shareholder Services") to be accrued daily
and paid monthly at an annual rate of 0.25% of the average daily net assets
allocable to the Class B shares of each Portfolio, 0.10% of the average daily
net assets allocable to the Class D shares of each Portfolio, 0.15% of the
average daily net assets allocable to the Class E shares of each Portfolio, and
0.20% of the average daily net assets allocable to the Class F shares of each
Portfolio, in each case pursuant to
the distribution and service plan with respect to the Class B shares, Class D
shares, Class E shares and Class F shares of each Portfolio (the "Distribution
Plan"), as amended from time to time. The Fund hereby acknowledges that the
Distributor intends to enter into agreements with one or more of its affiliates
or other entities through which such affiliates and other entities will be
obligated to provide certain Shareholder Services to the Fund.
4. Net Asset Value Per Share. All subscriptions and sales of a Class's
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shares by the Distributor hereunder shall be at the net asset value per share of
the respective Class in accordance with the provisions of the Articles of
Incorporation and By-laws of the Fund and the applicable then-current prospectus
and statement of additional information ("Prospectus") of the relevant
Portfolio.
5. Fund Issuance of Portfolio Shares. The delivery of shares of a Class shall be
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made promptly by a credit to a shareholder's open account for the applicable
Class. The Fund reserves the right (a) to issue Portfolio shares at any time
directly to the shareholders of the particular Portfolio as a share dividend or
share split, (b) to issue to such shareholders shares of the particular
Portfolio, or rights to subscribe to shares of such Portfolio, as all or part of
any dividend that may be distributed to shareholders of such Portfolio or as all
or part of any optional or alternative dividend that may be distributed to
shareholders of such Portfolio and (c) to sell Portfolio shares in accordance
with the current applicable Prospectus of the Portfolio.
6. Repurchase. The Distributor shall act as agent for the Fund in
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connection with the repurchase of Portfolio shares by the Fund to the extent and
upon the terms and conditions set forth in the current applicable Prospectus of
the Portfolio, and the Fund agrees to reimburse the Distributor, from time to
time upon demand, for any reasonable expenses incurred in connection with such
repurchases.
7. Undertaking Regarding Sales. The Distributor shall use reasonable
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efforts to sell Portfolio shares but does not agree hereby to sell any specific
number of Portfolio shares and shall be free to act as distributor of the shares
of other investment companies. Portfolio shares will be sold by the Distributor
only against orders therefor. The Distributor shall not purchase Portfolio
shares from anyone except in accordance with Section 5 hereof and shall not take
"long" or "short" positions in Portfolio shares contrary to the Articles of
Incorporation or By-laws of the Fund. Portfolio shares shall be issued by the
Fund, after payment therefor has been credited to the account of such Portfolio.
8. Compliance. The Distributor shall conform to the Rules of Fair Practice
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and other applicable rules of the National Association of Securities Dealers,
Inc. and NASD Regulation, Inc., and any applicable laws relating to the sale of
securities of any jurisdiction in which it sells, directly or indirectly, any
Portfolio shares. The Distributor agrees to make timely filings with the
Securities and Exchange Commission ("SEC") in Washington, D.C., the National
Association of Securities Dealers, Inc. and such other regulatory authorities as
may be required, of any sales literature relating to the Fund and intended for
distribution to prospective investors. The Distributor also agrees to furnish to
the Fund sufficient copies of any agreements or plans it intends to use in
connection with any sales of Portfolio shares in adequate time for the Fund to
file and clear them with the proper authorities before they are put in use
(which the Fund agrees
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to use its best efforts to do as expeditiously as reasonably possible), and not
to use them until so filed and cleared.
9. Registration and Qualification of Portfolio Shares. The Fund agrees to
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execute such papers and to do such acts and things as shall from time to time be
reasonably requested by the Distributor for the purpose of qualifying and
maintaining qualification of the Portfolio shares for sale under the so-called
Blue Sky Laws of any state or for maintaining the registration of the Fund and
of the Portfolio shares under the federal Securities Act of 1933 and the federal
Investment Company Act of 1940 (the "1940 Act"); to the end that there will be
available for sale from time to time such number of Portfolio shares as the
Distributor may reasonably be expected to sell. The Fund shall advise the
Distributor promptly of (a) any action of the SEC or any authorities of any
state or territory, of which it may be advised, affecting registration or
qualification of the Fund or the Portfolio shares, or rights to offer the
Portfolio shares for sale, and (b) the happening of any event which makes untrue
any statement, or which requires the making of any change, in the registration
statement or Prospectus of the Fund in order to make the statements therein not
misleading.
10. Distributor Independent Contractor. The Distributor shall be an
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independent contractor. The Distributor is responsible for its own conduct and
the employment, control and conduct of its agents and employees and for injury
to such agents or employees or to others through its agents or employees. The
Distributor assumes full responsibility for its agents and employees under
applicable statutes and agrees to pay all employer taxes thereunder.
11. Expenses Paid by Distributor. While the Distributor continues to act as
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agent of the Fund to obtain subscriptions for and to sell Fund shares, the
Distributor shall pay the following with respect to all shares of each
Portfolio:
(a) all expenses of printing (exclusive of typesetting) and distributing
any prospectus for use in offering Fund shares for sale, and all other
copies of any such prospectus used by the Distributor, and
(b) all other expenses of advertising and of preparing, printing and
distributing all other literature or material for use in connection
with offering Fund shares for sale.
12. Interests in and of Distributor. It is understood that any of the
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shareholders, directors, officers, employees and agents of the Fund may be a
shareholder, director, trustee, officer, employee or agent of, or be otherwise
interested in, the Distributor, any affiliated person of the Distributor, any
organization in which the Distributor may have an interest or any organization
which may have an interest in the Distributor; that the Distributor, any such
affiliated person or any such organization may have an interest in the Fund; and
that the existence of any such dual interest shall not affect the validity
hereof or of any transactions hereunder except as otherwise provided in the
Articles of Incorporation or By-laws of the Fund and the articles of
organization or by-laws of the Distributor, or by specific provision of
applicable law.
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13. Effective Date and Termination. This Agreement shall become effective
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as of the date stated above and
(a) Unless otherwise terminated, this Agreement shall continue in effect
with respect to the shares of each Class of each Portfolio so long as
such continuation is specifically approved at least annually (i) by
the Board of Directors of the Fund or by the vote of a majority of the
votes which may be cast by shareholders of that Class and (ii) by a
vote of a majority of the Board of Directors of the Fund who are not
interested persons of the Distributor or the Fund and have no direct
or indirect financial interest in the relevant Distribution Plan or in
any agreement related to such Distribution Plan, cast in person at a
meeting called for the purpose of voting on such approval.
(b) This Agreement may at any time be terminated with respect to the
shares of any Class of any Portfolio on sixty days' notice to the
Distributor by vote of a majority of the Fund's Board of Directors
then in office or by the vote of a majority of the votes which may be
cast by shareholders of that Class.
(c) This Agreement shall automatically terminate in the event of its
assignment.
(d) This Agreement may be terminated by the Distributor on ninety days'
written notice to the Fund.
Termination of this Agreement pursuant to this section shall be without
payment of any penalty.
14. Definitions. For purposes of this Agreement, the following definitions
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shall apply:
(a) The "vote of a majority of the votes which may be cast by
shareholders" of a Class means (1) 67% or more of the votes of that
Class present (in person or by proxy) and entitled to vote at such
meeting, if the holders of more than 50% of the outstanding shares of
such Class entitled to vote at such meeting are present; or (2) the
vote of the holders of more than 50% of the outstanding shares of such
Class entitled to vote at such meeting, whichever is less.
(b) The terms "affiliated person," "interested person" and "assignment"
shall have their respective meanings as defined in the 1940 Act
subject, however, to such exemptions as may be granted by the SEC
under the 1940 Act.
15. Amendment. This Agreement may be amended at any time with respect to
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the shares of any Class of any Portfolio by mutual consent of the parties,
provided that such consent on the part of such Class shall be approved (i) by
the Board of Directors of the Fund or by vote of a majority of the votes which
may be cast by shareholders of such Class and (ii) by a vote of a majority of
the Board of Directors of the Fund who are not interested persons of the
Distributor or the Fund and have no direct or indirect financial interest in the
relevant Distribution Plan or in
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any agreement related to such Distribution Plan, cast in person at a meeting
called for the purpose of voting on such approval.
16. Applicable Law and Liabilities. This Agreement shall be governed by and
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construed in accordance with the laws of The Commonwealth of Massachusetts. All
sales hereunder are to be made, and title to the Portfolio shares shall pass, in
Boston, Massachusetts.
17. Limited Recourse. The Distributor hereby acknowledges that the Fund's
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obligations hereunder with respect to the shares of any Portfolio are binding
only on the assets and property belonging to such Portfolio.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement on this the 13th day of December 2005.
METROPOLITAN SERIES FUND, INC.
By
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Xxxx X. Xxxxxxx, Xx.
Senior Vice President
METROPOLITAN LIFE INSURANCE COMPANY
By
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Xxxx X. XxXxxxxx
Senior Vice President
HISTORY:
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Revised November 3, 2004 to update Portfolios in Schedule A
Revised May 1, 2005 to update Portfolios in Schedule A
Revised December 13, 2005 to add Class D and Class F share classes
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SCHEDULE A
BlackRock Money Market Portfolio
Salomon Brothers Strategic Bond Opportunities Portfolio
Salomon Brothers U.S. Government Portfolio
BlackRock Bond Income Portfolio
MFS Total Return Portfolio
BlackRock Legacy Large Cap Growth Portfolio
Capital Guardian U.S. Equity Portfolio
Xxxxx Venture Value Portfolio
FI Value Leaders Portfolio
Xxxxxx Oakmark Focused Value Portfolio
Xxxxxxxx Growth Portfolio
Xxxxxx Xxxxxx Small Cap Portfolio
MFS Investors Trust Portfolio
Zenith Equity Portfolio
MetLife Conservative Allocation Portfolio
MetLife Conservative to Moderate Allocation Portfolio
MetLife Moderate Allocation Portfolio
MetLife Moderate to Aggressive Allocation Portfolio
MetLife Aggressive Allocation Portfolio
