FORM OF DISTRIBUTION AGREEMENT
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AGREEMENT dated as of the 1/st/ day of May, 2003, as revised on November 3,
2004, May 1, 2005 and May 1, 2006, 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
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shall be 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 connection
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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 efforts
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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 to use its best efforts to do as expeditiously as
reasonably possible), and not to use them until so filed and cleared.
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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 as
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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 the
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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 any agreement related to such Distribution
Plan, cast in person at a meeting called for the purpose of voting on such
approval.
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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 1st day of May 2006.
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 May 1, 2006 to add Class D and Class F share classes
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SCHEDULE A
BlackRock Money Market Portfolio
Western Asset Management Strategic Bond Opportunities Portfolio
Western Asset Management 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
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
FI Large Cap Portfolio
Western Asset Management High Yield Bond Portfolio
