Ex99.7a
DISTRIBUTION AGREEMENT
AGREEMENT dated as of the 1st day of May, 2003, and revised as of November
3, 2004 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
distributor of the Class A shares, the Class B shares and the Class E 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 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 Distributor shall receive no compensation. However, for shareholder services
provided to shareholders of Class B shares and Class E 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 and 0.15% of the average daily net assets allocable to the Class E
shares of each Portfolio, in each case pursuant to the distribution and service
plan with respect to the Class B and Class E 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 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 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 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 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 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 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
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 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 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 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 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 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 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 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 this Agreement on
the day and year first above written.
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:
[Revised November 3, 2004 to update Portfolios in Schedule X]
0
Xxxxxxxx X
Xxxxx Xxxxxx Research Money Market Portfolio
Salomon Brothers Strategic Bond Opportunities Portfolio
Salomon Brothers U.S. Government Portfolio
State Street Research Bond Income Portfolio
MFS Total Return Portfolio
State Street Research 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
