FORM OF AMENDED AND RESTATED
DISTRIBUTION AGREEMENT
(DECEMBER 13, 2005)
Amended and Restated Distribution Agreement as of May 1, 2003, as revised on
November 3, 2004, May 1, 2005 and December 13, 2005, by and between METROPOLITAN
SERIES FUND, INC., a corporation organized under the laws of Maryland (the
"Fund"), and METROPOLITAN LIFE INSURANCE COMPANY, a New York corporation (the
"Distributor"), restates the Distribution Agreement, dated May 16, 1983, between
the Fund and the Distributor, as amended on May 1, 1986, May 16, 1993, December
1, 2000, February 6, 2001 and August 6, 2002.
W I T N E S S E T H:
WHEREAS, the fund is registered under the Investment Company Act of 1940 (the
"Investment Company Act") as a diversified open-end management investment
company and it is affirmatively in the interest of the Fund to offer its shares
for sale continuously, pursuant to a prospectus (as now and hereafter amended or
supplemented, the "Prospectus") currently effective under the Securities Act of
1933 (the "Securities Act"); and
WHEREAS, the Fund is comprised of separate portfolios, certain of which are
listed on Schedule A attached hereto (the "Portfolios"), each of which pursues
its investment objectives through separate investment policies; and
WHEREAS, the Distributor is a broker-dealer registered with the Securities and
Exchange Commission; and
WHEREAS, the Fund and the Distributor wish to enter into an agreement with each
other with respect to the continuous offering of each class of shares of the
common stock, par value $.01 per share, of the Fund's Portfolios (the "shares"),
in order to promote the growth of the Fund and facilitate the distribution of
its shares.
NOW, THEREFORE, the parties agree as follows:
SECTION 1. APPOINTMENT OF THE DISTRIBUTOR.
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The Fund hereby appoints the Distributor as the principal underwriter and
distributor of the Fund to offer and sell shares of the Portfolios, and the
Distributor hereby accepts such appointment. The Fund during the term of this
Agreement shall sell its shares to pursuant to orders obtained by the
Distributor, at net asset value as set forth in the Prospectus, and upon the
terms and conditions set forth below.
SECTION 2. EXCLUSIVE NATURE OF DUTIES.
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The Distributor shall be the exclusive representative of the Fund to act as
principal underwriter and distributor with respect to the Portfolios.
SECTION 3. SALE AND REDEMPTION OF SHARES OF THE FUND.
_________________________________________
(a) Orders for the purchase and redemption of the Portfolios' shares (and
payment for shares, in the case of a purchase) shall be transmitted directly
from the purchasers to the Fund or its agent.
(b) The Fund shall have the right to suspend the redemption of shares of any of
its Portfolios pursuant to the conditions set forth in the Prospectus. The Fund
shall also have the right to suspend the sale of shares of any or all of its
Portfolios at any time when it is authorized to suspend redemption of such
shares.
(c) The Fund will give the Distributor prompt notice of any such suspension and
shall promptly furnish such other information in connection with the sale and
redemption of Fund shares as the Distributor reasonably requests.
(d) The Fund (or its agent) will make appropriate book entries upon receipt by
the Fund (or its agent) of orders and payments for shares or requests for
redemption thereof, and will issue and redeem shares and confirm such
transactions in accordance with applicable laws and regulations.
(e) Any of the outstanding shares of the Portfolios may be tendered for
redemption at any time, and the Fund agrees to redeem any such shares to
tendered in accordance with the applicable provisions of the Prospectus and the
Fund's Articles of Incorporation. The redemption price shall be the net asset
value per share next determined after the initial receipt of proper notice of
redemption.
SECTION 4. DUTIES OF THE FUND.
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(a) The Fund shall furnish to the Distributor copies of all information,
financial statements and other papers which the Distributor may reasonably
request for use in connection with the distributor of shares of the Fund. The
Fund shall also make available to the Distributor such number of copies of its
Prospectus as the Distributor shall reasonably request.
(b) The Fund shall take, from time to time, but subject to the necessary
approval of its shareholders, all necessary action to fix the number of its
authorized shares in each Portfolio and to register shares under the Securities
Act, to the end that there will be available for sale such number of shares in
each Portfolio as may reasonably be expected to be sold and issued.
(c) The Fund shall use its best efforts to qualify and maintain the
qualification of an appropriate number of shares of each of its Portfolios for
sale under the securities laws of such states as the Distributor and the Fund
may approve, if such qualification is required by such securities laws. Any such
qualification may withheld, terminated or withdrawn by the Fund at any time in
its discretion. The Distributor shall furnish such information and other
material relating to its affairs and activities as may be required by the Fund
in connection with such qualification and with registration under the Securities
Act.
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(d) The Fund will furnish, in reasonable quantities upon request by the
Distributor, copies of annual and interim reports of the Fund.
SECTION 5. DUTIES OF THE DISTRIBUTOR.
_________________________
(a) The Distributor shall devote reasonable time and effort to effect sales of
shares of the Fund, but it shall not be obligated to sell any specific number of
shares in any Portfolios.
(b) In selling the shares of the Portfolios, the Distributor shall use its best
efforts in all respects duly to conform with the requirements of all federal and
state laws and regulations and the regulations of the National Association of
Securities Dealers, Inc. (the "NASD"), relating to the sale of such securities.
Neither the Distributor nor any other person is authorized by the Fund to give
any information or to make any representation, other than those contained in the
registration statement or related Prospectus and any sales literature authorized
by responsible officers of the Distributor.
(c) The Distributor shall act as an independent contractor and nothing herein
contained shall constitute the Distributor, its agents or representatives, or
any employees thereof as employees of the Fund in connection with the sale of
shares of the Portfolios.
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.
The Distributor will maintain at is own expense insurance against public
liability in such an amount as the Fund and the Distributor may from time to
time agree.
SECTION 6. PAYMENT OF EXPENSES.
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(a) The parties acknowledge that the Fund has created multiple classes for its
Portfolios (which Portfolios are referred to herein as "Multiple-Class
Portfolios").
(b) As to the shares of any Portfolio that is not a Multiple-Class Portfolio
(i.e., a "Single Class Portfolio"), and as to each Multiple-Class Portfolio's
class of shares (the "Class A" shares) that is not subject to a distribution
plan under Investment Company Act Rule 12b-1 (a "Rule 12b-1 Plan"), the
Distributor will, from its own resources, pay (or cause to be paid) all
distribution expenses and costs i.e., those arising from any activity which is
primarily intended to result in the sale of such shares.
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(c)
(i) The Distributor, on behalf of the Fund, is hereby authorized, from
time to time, to (i) enter into separate written agreements ("Service or
Sales Agreements"), on terms and conditions not inconsistent with this
Agreement, with (A) insurance companies ("Insurance Companies") that are
eligible to purchase the Portfolios' shares and that agree to service or
to participate in distributing the shares, directly or through their
affiliated broker-dealers, by means of the distribution of such
Purchasers' variable annuity contracts and variable life insurance
policies that will be funded with such shares (collectively "Variable
Products"); or with (B) other broker-dealers or other financial
intermediaries (along with any Insurance Companies, "Purchasers") which
agree to service and/or sell shares to eligible tax-exempt benefit plans
("Qualified Plans"); and to use their best efforts to solicit
applications for such Variable Products or Qualified Plans.
(ii) The Board of Directors of the Fund may, in its sole discretion,
determine that certain Portfolios and classes of shares of the Fund shall
be available only to certain types of Variable Products, Qualified Plans
or to a single Purchaser.
(iii) As compensation to the Distributor for services rendered and
expenses borne as a Distributor hereunder, each Multiple-Class Portfolio
shall pay the Distributor a monthly fee (payable on or before the fifth
(5th) business day of the following month) at a rate equal to 0.25% per
annum of the average daily net assets of the Portfolio attributable to
Class B shares with respect to which the Distributor provides services
and/or assumes expenses under the Fund's Rule 12b-1 Plan applicable to
those shares. The Distributor may, but need not, be obligated to pay the
Purchasers service or distribution fees pursuant to Service or Sales
Agreements, as described in subsection (i) hereof.
(iv) As compensation to the Distributor for services rendered and expenses
borne as a Distributor hereunder, each Multiple-Class Portfolio shall pay
the Distributor a monthly fee (payable on or before the fifth (5th)
business day of the following month) at a rate equal to 0.10% per annum of
the average daily net assets of the Portfolio attributable to Class D
shares with respect to which the Distributor provides services and/or
assumes expenses under the Fund's Rule 12b-1 Plan applicable to those
shares. The Distributor may, but need not, pay the Purchasers service or
distribution fees pursuant to Service or Sales Agreements, as described in
subsection (i) hereof.
(v) As compensation to the Distributor for services rendered and expenses
borne as a Distributor hereunder, each Multiple-Class Portfolio shall pay
the Distributor a monthly fee (payable on or before the fifth (5th)
business day of the following month) at a rate equal to 0.15% per annum of
the average daily net assets of the Portfolio attributable to Class E
shares with respect to which the Distributor provides services and/or
assumes expenses under the Fund's Rule 12b-1 Plan applicable to those
shares. The Distributor may, but need not, pay the Purchasers service or
distribution fees pursuant to Service or Sales Agreements, as described in
subsection (i) hereof.
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(vi) As compensation to the Distributor for services rendered and expenses
borne as a Distributor hereunder, each Multiple-Class Portfolio shall pay
the Distributor a monthly fee (payable on or before the fifth (5th)
business day of the following month) at a rate equal to 0.20% per annum of
the average daily net assets of the Portfolio attributable to Class F
shares with respect to which the Distributor provides services and/or
assumes expenses under the Fund's Rule 12b-1 Plan applicable to those
shares. The Distributor may, but need not, pay the Purchasers service or
distribution fees pursuant to Service or Sales Agreements, as described in
subsection (i) hereof.
(v) The Distributor shall furnish to the Fund, at least quarterly, reports
as to the sales of the Fund's Class B, Class D, Class E or Class F shares
made pursuant to this Agreement. These reports may be combined with any
similar report prepared by the Distributor or other entity.
(vi) The Distributor may also apply amounts it receives from the Fund
pursuant to this Agreement to compensate itself for certain services
rendered and expenses borne. These and the application of all other
payments pursuant to this Section 6(c) shall comply in all respects with
the terms of the Rule 12b-1 Plan (as in effect from time to time) that
apply to those payments.
(vii) Except to the extent paid for out of payments pursuant to a Rule
12b-1 plan in compliance with this Section 6(c), the Distributor will,
from its own resources, pay (or cause to be paid) all distribution
expenses and costs relating to Class B, Class D, Class E or Class F
shares.
SECTION 7. INDEMNIFICATION.
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The Distributor shall indemnify and hold harmless the Fund and each of its
directors and officers (or former officers and directors) and each person, if
any, who controls the Fund (collectively, "Indemnitees") against any loss,
liability, claim, damage, or expense (including the reasonable cost of
investigating and defending against the same and any counsel fees reasonably
incurred in connection therewith) incurred by any Indemnitees under the
Securities Act or under common law or otherwise which arise out of or are based
upon (1) any untrue or alleged untrue statement of a material fact contained in
information furnished by the Distributor to the Fund for use in the Fund's
registration statement, Prospectus, or annual or interim reports to
shareholders, (2) any omission or alleged omission to state a material fact in
connection with such information furnished by the Distributor to the Fund which
is required to be stated in any of such documents or necessary to make such
information not misleading, (3) any misrepresentation or omission or alleged
misrepresentation or omission to state a material fact on the part of the
Distributor or any agent or employee of the Distributor or any other person for
whose acts the Distributor is responsible, unless such misrepresentation or
omission or alleged misrepresentation or omission was made in reliance on
written information furnished by the Fund, or (4) the willful misconduct or
failure to exercise reasonable care and diligence on the part of any such
persons with respect to services rendered under this Agreement.
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In case any action shall be bought against any Indemnitee, the Distributor shall
not be liable under its indemnity agreement contained in this paragraph with
respect to any claim made against any Indemnitee, unless the Indemnitee shall
have notified the Distributor in writing within a reasonable time after the
summons or other first legal process giving information of the nature of the
claim shall have been served upon the Indemnitee (or after the Indemnitee shall
have received notice of such service on any designated agent), but failure to
notify the Distributor or any such claim shall not relieve it from any liability
which it may have to the person against whom such action is brought otherwise
than on account of its indemnity agreement contained in this paragraph. The
Distributor will be entitled to participate at its own expense in the defense,
or, if it so elects, to assume the defense of any suit brought to enforce any
such liability, but if the Distributor elects to assume the defense, such
defense shall be conducted by counsel chosen by it and satisfactory to the
Indemnitees which are defendants in the suit. In the event the Distributor
elects to assume the defense of any such suit and retain such counsel, the
Indemnitees which are defendants in the suit shall bear the fees and expenses of
any additional counsel retained by them, but, in case the Distributor does not
elect to assume the defense of any such suit the Distributor will reimburse the
Indemnitees which are defendants in the suit for the reasonable fees and
expenses of any counsel retained by them.
The Distributor shall promptly notify the Fund of the commencement of any
litigation or proceedings in connection with the issuance or sale of the shares.
SECTION 8. DURATION AND TERMINATION OF THIS AGREEMENT.
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(a) This Agreement shall become effective as of the date first above written
and, unless otherwise terminated, shall remain in force as to any class of
shares of any Portfolio so long as continuance as to such Portfolio and class is
specifically approved at least annually by the Board of Directors of the Fund,
including a majority of those Directors who are not parties to this Agreement or
interested persons of any such party, in person at a meeting called for the
purpose of voting upon such approval.
(b) This Agreement may be terminated as to any or all Portfolios or classes of
shares, without payment of any penalty:
(i) by the Board of Directors of the Fund,
(ii) by vote of a majority of the outstanding voting securities of the
affected Portfolio or class,
(iii) by the Distributor, or
(iv) in the case of Class B, Class D, Class E or Class F shares of any
Portfolio, by the directors who are not parties to this Agreement or
interested persons of any such party;
in each case, effective on sixty days' written notice to the other party. This
Agreement shall automatically terminate as to any Portfolio or class in the
event of its assignment with respect to that Portfolio or class.
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(c) The terms "vote of a majority of the outstanding voting securities" and
"interested person," when used in this Agreement, shall have the respective
meanings specified in the Investment Company Act.
SECTION 9. GOVERNING LAW.
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This Agreement shall be construed in accordance with the laws of the State of
New York and the applicable provisions of the Investment Company Act. To the
extent the applicable law of the State of New York, or any of the provisions
herein, conflict with the applicable provisions of the Investment Company Act,
the latter shall control.
SECTION 10. CERTAIN AMENDMENTS.
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Any amendment to this Agreement shall be effective as to a Portfolio or class of
shares only if it has been approved as to that Portfolio or class by the Board
of Directors of the Fund, including a majority of those Directors that are not
parties to this Agreement or interested persons of any such party, in person at
a meeting called for the purpose of voting upon such approval.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amended
and Restated Distribution Agreement on this the 13th day of December 2005.
METROPOLITAN SERIES FUND, INC.
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By: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
METROPOLITAN LIFE INSURANCE COMPANY
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By: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: 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 shares
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SCHEDULE A
BlackRock Aggressive Growth Portfolio
BlackRock Diversified Portfolio
BlackRock Investment Trust Portfolio
BlackRock Strategic Value Portfolio
BlackRock Large Cap Value Portfolio
FI International Stock Portfolio
▇▇▇▇▇▇ Oakmark Large Cap Value Portfolio
FI Mid Cap Opportunities Portfolio
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Partners Mid Cap Value Portfolio
▇▇▇▇▇▇▇▇▇▇▇ Global Equity Portfolio
▇. ▇▇▇▇ Price Large Cap Growth Portfolio
▇. ▇▇▇▇ Price Small Cap Growth Portfolio
▇▇▇▇▇▇ Brothers Aggregate Bond Index Portfolio
MetLife Stock Index Portfolio
MetLife Mid Cap Stock Index Portfolio
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ EAFE Index Portfolio
▇▇▇▇▇▇▇ 2000 Index Portfolio
Franklin ▇▇▇▇▇▇▇▇▇ Small Cap Growth Portfolio
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