Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[X]Preliminary Proxy Statement
[_]Confidential, for Use of the Commission Only (as permitted by Rule 14a-
6(e)(2))
[_]Definitive Proxy Statement
[_]Definitive Additional Materials
[_]Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
METROPOLITAN SERIES FUND, INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X]No fee required.
[_]Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1)Title of each class of securities to which transaction applies:
(2)Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
(4)Proposed maximum aggregate value of transaction:
(5) Total fee paid:
Previously paid
[_]Fee paid previously with preliminary materials.
[_]Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Metropolitan Life Insurance Company
Flexible Premium Multifunded Life Insurance Policies
Flexible Premium Variable Life Insurance Policies
Group Variable Universal Life Insurance Policies
Group and Individual Variable Annuity Contracts
Variable Benefit Options
To Life Insurance Policy and Annuity Contract Owners:
On April 27, 2001, an Annual Meeting of Shareholders of the Metropolitan
Series Fund, Inc. (the "Fund"), which consists of twenty investment portfolios
(the "Portfolios"), will be held in New York City for the purposes set forth in
the attached Notice.
As you know, shares of the Portfolios of the Fund (the "Shares") are or have
been purchased by Metropolitan for the corresponding investment divisions in
the Metropolitan separate accounts funding your life insurance policy, benefit
option or annuity contract. (Not all of the Portfolios are currently available
in connection with all of the life insurance policies, benefit options and
annuity contracts, however.)
At the Annual Meeting, Metropolitan will vote the Shares of each Portfolio
based on the instructions received from life insurance policy, benefit option
and annuity contract owners. You may give us voting instructions for the number
of Shares of each Portfolio attributable to your life insurance policy or
annuity contract as of the record time of 4:00 P.M., New York City time, on
February 9, 2001.
The matters to be considered at the meeting are described in the attached
Notice and Statement Concerning the Annual Meeting.
We urge you to give Metropolitan voting instructions by filling in, dating
and signing the enclosed voting instruction form(s). Please return your voting
instructions promptly in the enclosed envelope. No postage is required if
mailed in the United States.
(Registered)
New York, NY 10010
Metropolitan Tower Life Insurance Company
Flexible Premium Multifunded Life Insurance Policies
Single Premium Multifunded Life Insurance Policies
Variable Life Insurance Policies
To Policy Owners:
On April 27, 2001, an Annual Meeting of Shareholders of the Metropolitan
Series Fund, Inc. (the "Fund"), which consists of twenty investment portfolios
(the "Portfolios"), will be held in New York City for the purposes set forth in
the attached Notice.
As you know, shares of certain of the Portfolios of the Fund (the "Shares")
are or have been purchased by Metropolitan Tower for the corresponding
investment divisions in the Metropolitan Tower separate accounts funding your
policy. (Not all of the Portfolios are currently available in connection with
the policies, however.)
At the Annual Meeting, Metropolitan Tower will vote the Shares of each
Portfolio based on the instructions received from policy owners. You may give
us voting instructions for the number of Shares of each Portfolio attributable
to your policy as of the record time of 4:00 P.M., New York City time, on
February 9, 2001.
The matters to be considered at the meeting are described in the attached
Notice and Statement Concerning the Annual Meeting.
We urge you to give Metropolitan Tower voting instructions by filling in,
dating and signing the enclosed voting instruction form(s). Please return your
voting instructions promptly in the enclosed envelope. No postage is required
if mailed in the United States.
(Registered)
New York, NY 10010
Security First Life Insurance Company
Variable Annuity Contracts
To Contract Owners:
On April 27, 2001, an Annual Meeting of Shareholders of the Metropolitan
Series Fund, Inc. (the "Fund"), which consists of twenty investment portfolios
(the "Portfolios"), will be held in New York City for the purposes set forth in
the attached Notice.
As you know, shares of certain of the Portfolios of the Fund (the "Shares")
are or have been purchased by Security First Life Insurance Company ("Security
First") for the corresponding investment divisions in the Security First
separate account funding your annuity contract. (Not all of the Portfolios are
currently available in connection with the annuity contracts, however.)
At the Annual Meeting, Security First will vote the Shares of each Portfolio
based on the instructions received from contract owners. You may give us voting
instructions for the number of Shares of each Portfolio attributable to your
contract as of the record time of 4:00 P.M., New York City time, on February 9,
2001.
The matters to be considered at the meeting are described in the attached
Notice and Statement Concerning the Annual Meeting.
We urge you to give Security First voting instructions by filling in, dating
and signing the enclosed voting instruction form(s). Please return your voting
instructions promptly in the enclosed envelope. No postage is required if
mailed in the United States.
[THE NEW ENGLAND FINANCIAL ANNUITIES LOGO APPEARS HERE]
February 23, 2001
TO OWNERS OF AMERICAN GROWTH SERIES VARIABLE ANNUITY CONTRACTS:
An Annual Meeting of Shareholders of the Metropolitan Series Fund, Inc. (the
"Fund") will be held on April 27, 2001. At the Shareholders Meeting, New
England Life Insurance Company ("NELICO") will vote all shares of the Fund held
in the New England Variable Annuity Separate Account which are attributable to
American Growth Series Variable Annuity Contracts in accordance with
instructions received from Contractholders. You are now being asked how shares
of the Fund deemed attributable to your Contract should be voted at the
Shareholders Meeting.
Your voting instructions only apply to proposals which relate to a series of
the Fund in which your contract's cash value was invested on the record date
for the Shareholders Meeting. The record date is February 9, 2001. If you give
voting instructions on a proposal for which you are not eligible to vote,
NELICO will simply disregard those instructions.
Enclosed you will find a copy of the Notice of Meeting and Proxy Statement
relating to the Shareholders Meeting. After reviewing this material, please
follow the enclosed Telephone Voting Instructions, the internet voting
instructions available by logging onto www.proxyvoting.com/nef, or complete and
execute the Instruction Form and return it in the enclosed, postage-paid, self-
addressed envelope. If you fail to give voting instructions, shares of the Fund
deemed attributable to your Contract will be voted by NELICO in proportion to
the voting instructions received from all other American Growth Series Variable
Annuity Contractholders.
[THE NEW ENGLAND FINANCIAL LIFE INSURANCE COMPANY ADDRESS LOGO APPEARS HERE]
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AGSI
[THE NEW ENGLAND FINANCIAL METLIFE AFFILIATE LOGO APPEARS HERE]
February 23, 2001
TO OWNERS OF NELICO VARIABLE ANNUITY CONTRACTS AND VARIABLE LIFE INSURANCE
POLICIES:
An Annual Meeting of Shareholders of the Metropolitan Series Fund, Inc. (the
"Fund") will be held on April 27, 2001. At the Shareholders Meeting, New
England Life Insurance Company ("NELICO") will vote all shares of the Fund held
in the New England Variable Annuity Separate Account and the New England
Variable Life Separate Account which are attributable to NELICO Variable
Annuity Contracts and Variable Life Insurance Policies in accordance with
instructions received from Contract or Policy Owners ("Owners"). You are now
being asked how shares of the Fund deemed attributable to your Contract or
Policy should be voted at the Shareholders Meeting. Under some plans, plan
participants may have the right to instruct Owners as to how all or a portion
of the votes attributable to a Policy are to be cast, and Owners are required
to cast such votes as instructed.
IN ORDER FOR THE VOTES UNDER YOUR CONTRACTS OR POLICIES TO BE VOTED IN
ACCORDANCE WITH THE INSTRUCTIONS GIVEN BY YOU AND YOUR PLAN PARTICIPANTS, YOU
MUST RETURN A COMPLETED, EXECUTED INSTRUCTION FORM. If you fail to return an
executed Instruction Form, shares of the Fund deemed attributable to your
Contracts or Policies will be voted by NELICO in proportion to the voting
instructions received from all other NELICO Variable Annuity Contract and
Variable Life Insurance Policy Owners.
Enclosed you will find a copy of the Notice of Meeting and Proxy Statement
relating to the Shareholders Meeting, as well as voting instruction forms with
the names of the plan participants who may be entitled to instruct the Owner.
Please forward promptly (1) one Notice of Meeting and Proxy Statement and (2)
one Instruction Form to each person entitled to give voting instructions. One
Instruction Form is enclosed for each Contract or Policy under which votes are
subject to instruction.
The Instruction Form is to be used by each plan participant to convey
instructions to you as Owner. INSTRUCTION FORMS COMPLETED BY YOUR PLAN
PARTICIPANTS SHOULD NOT BE RETURNED. AFTER YOU HAVE RECEIVED INSTRUCTIONS FROM
A PLAN PARTICIPANT, YOU SHOULD TRANSFER THESE INSTRUCTIONS TO THE PLAN
PARTICIPANT LISTING PROVIDED. RETURN ONLY THE SINGLE INSTRUCTION FORM IN YOUR
NAME, SIGNED BY YOU, ALONG WITH THE APPROPRIATELY CHECKED PLAN PARTICIPANT
LIST.
If no plan participants transmit voting instructions, or if the plan
participants do not have the right to instruct, cast all votes at your sole
discretion by completing and signing the Instruction Form.
In order to cast votes under the Contracts or Policies, you must return an
INSTRUCTION FORM signed by you, the Owner.
If you have any questions concerning these procedures on your Variable Annuity
Contract, please call collect, Melissa Colombo, Marketing and Communications
Specialist, New England Life Insurance Company at (617) 578-3499. If you have
any questions concerning these procedures on your Variable Life Insurance
Policy, please call collect, Charlie Antonioy, Consultant, New England Life
Insurance Company at (617) 578-3808.
[THE NEW ENGLAND FINANCIAL LIFE INSURANCE COMPANY ADDRESS LOGO APPEARS HERE]
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LT
[THE NEW ENGLAND FINANCIAL ANNUITIES LOGO APPEARS HERE]
February 23, 2001
TO OWNERS OF AMERICAN GROWTH SERIES VARIABLE ANNUITY CONTRACTS:
An Annual Meeting of Shareholders of the Metropolitan Series Fund, Inc. (the
"Fund") will be held on April 27, 2001. At the Shareholders Meeting, New
England Life Insurance Company ("NELICO") will vote all shares of the Fund held
in the New England Variable Annuity Separate Account which are attributable to
American Growth Series Variable Annuity Contracts in accordance with
instructions received from Contractholders. You are now being asked how shares
of the Fund deemed attributable to your Contract should be voted at the
Shareholders Meeting. Under some plans, plan participants (i.e. annuitants) may
have the right to instruct Contractholders as to how all or a portion of the
votes attributable to a Contract are to be cast, and Contractholders are
required to cast such votes as instructed.
IN ORDER FOR THE VOTES UNDER YOUR CONTRACTS TO BE VOTED IN ACCORDANCE WITH THE
INSTRUCTIONS GIVEN BY YOU AND YOUR ANNUITANTS, YOU MUST RETURN A COMPLETED,
EXECUTED INSTRUCTION FORM. If you fail to return an executed Instruction Form,
shares of the Fund deemed attributable to your Contracts will be voted by
NELICO in proportion to the voting instructions received from all other
American Growth Series Variable Annuity Contractholders.
Enclosed you will find a copy of the Notice of Meeting and Proxy Statement
relating to the Shareholders Meeting, as well as voting instruction forms with
the names of the annuitants who may be entitled to instruct the Contractholder.
Please forward promptly (1) one Notice of Meeting and Proxy Statement and (2)
one Instruction Form to each annuitant entitled to give voting instructions.
One Instruction Form is enclosed for each annuitant who has a right to instruct
the Contractholder as to how votes are to be cast.
The Instruction Form is to be used by each annuitant to convey instructions to
you as Contractholder. INSTRUCTION FORMS COMPLETED BY YOUR ANNUITANTS SHOULD
NOT BE RETURNED. AFTER YOU HAVE RECEIVED INSTRUCTIONS FROM AN ANNUITANT, YOU
SHOULD TRANSFER THESE INSTRUCTIONS TO THE ANNUITANT LISTING PROVIDED. RETURN
ONLY THE SINGLE INSTRUCTION FORM IN YOUR NAME, SIGNED BY YOU, ALONG WITH THE
APPROPRIATELY CHECKED ANNUITANT LIST.
If no annuitants transmit voting instructions, or if the annuitants do not have
the right to instruct, cast all votes at your sole discretion by completing and
signing the Instruction Form.
In order to cast votes under the Contracts, you must return an INSTRUCTION FORM
signed by you, the Contractholder.
If you have any questions concerning these procedures, please call collect,
Melissa Colombo, Marketing and Communications Specialist, New England Life
Insurance Company at (617) 578-3499.
[THE NEW ENGLAND FINANCIAL LIFE INSURANCE COMPANY ADDRESS LOGO APPEARS HERE]
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AGST
[THE NEW ENGLAND FINANCIAL METLIFE AFFILIATE LOGO APPEARS HERE]
February 23, 2001
TO OWNERS OF NELICO VARIABLE ANNUITY CONTRACTS AND VARIABLE LIFE INSURANCE
POLICIES:
An Annual Meeting of Shareholders of the Metropolitan Series Fund, Inc. (the
"Fund") will be held on April 27, 2001. At the Shareholders Meeting, New
England Life Insurance Company ("NELICO") will vote all shares of the Fund held
in the New England Variable Annuity Separate Account and the New England
Variable Life Separate Account which are attributable to NELICO Variable
Annuity Contracts and Variable Life Insurance Policies in accordance with
instructions received from Contract or Policy Owners ("Owners"). You are now
being asked how shares of the Fund deemed attributable to your Contract or
Policy should be voted at the Shareholders Meeting.
Your voting instructions only apply to proposals which relate to a portfolio of
the Fund in which your contract or policy's cash value was invested on the
record date for the Shareholders Meeting. The record date is February 9, 2001.
If you give voting instructions on a proposal for which you are not eligible to
vote, NELICO will simply disregard those instructions.
Enclosed you will find a copy of the Notice of Meeting and Proxy Statement
relating to the Shareholders Meeting. After reviewing this material, please
follow the enclosed Telephone Voting Instructions, the internet voting
instructions available by logging onto www.proxyvoting.com/met, or complete and
execute the Instruction Form and return it in the enclosed, postage-paid, self-
addressed envelope. If you fail to give voting instructions, shares of the Fund
deemed attributable to your Contract or Policy will be voted by NELICO in
proportion to the voting instructions received from all other NELICO Variable
Annuity Contract or Variable Life Policy Owners.
[THE NEW ENGLAND FINANCIAL LIFE INSURANCE COMPANY ADDRESS LOGO APPEARS HERE]
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LI
[THE NEW ENGLAND FINANCIAL ANNUITIES LOGO APPEARS HERE]
February 23, 2001
TO OWNERS OF ZENITH ACCUMULATOR VARIABLE ANNUITY CONTRACTS:
An Annual Meeting of Shareholders of the Metropolitan Series Fund, Inc. (the
"Fund") will be held on April 27, 2001. At the Shareholders Meeting,
Metropolitan Life Insurance Company ("MetLife") will vote all shares of the
Fund held in The New England Variable Account which are attributable to Zenith
Accumulator Variable Annuity Contracts in accordance with instructions received
from Contractholders. You are now being asked how shares of the Fund deemed
attributable to your Contract should be voted at the Shareholders Meeting.
Under some plans, plan participants (i.e. annuitants) may have the right to
instruct Contractholders as to how all or a portion of the votes attributable
to a Contract are to be cast, and Contractholders are required to cast such
votes as instructed.
IN ORDER FOR THE VOTES UNDER YOUR CONTRACTS TO BE VOTED IN ACCORDANCE WITH THE
INSTRUCTIONS GIVEN BY YOU AND YOUR ANNUITANTS, YOU MUST RETURN A COMPLETED,
EXECUTED INSTRUCTION FORM. If you fail to return an executed Instruction Form,
shares of the Fund deemed attributable to your Contracts will be voted by
MetLife in proportion to the voting instructions received from all other Zenith
Accumulator Contractholders.
Enclosed you will find a copy of the Notice of Meeting and Proxy Statement
relating to the Shareholders Meeting, as well as voting instruction forms with
the names of the annuitants who may be entitled to instruct the Contractholder.
Please forward promptly (1) one Notice of Meeting and Proxy Statement and (2)
one Instruction Form to each annuitant entitled to give voting instructions.
One Instruction Form is enclosed for each annuitant who has a right to instruct
the Contractholder as to how votes are to be cast.
The Instruction Form is to be used by each annuitant to convey instructions to
you as Contractholder. INSTRUCTION FORMS COMPLETED BY YOUR ANNUITANTS SHOULD
NOT BE RETURNED. AFTER YOU HAVE RECEIVED INSTRUCTIONS FROM AN ANNUITANT, YOU
SHOULD TRANSFER THESE INSTRUCTIONS TO THE ANNUITANT LISTING PROVIDED. RETURN
ONLY THE SINGLE INSTRUCTION FORM IN YOUR NAME, SIGNED BY YOU, ALONG WITH THE
APPROPRIATELY CHECKED ANNUITANT LIST.
If no annuitants transmit voting instructions, or if the annuitants do not have
the right to instruct, cast all votes at your sole discretion by completing and
signing the Instruction Form.
In order to cast votes under the Contracts, you must return an INSTRUCTION FORM
signed by you, the Contractholder.
If you have any questions concerning these procedures, please call collect,
Melissa Colombo, Marketing and Communications Specialist, New England Life
Insurance Company at (617) 578-3499.
[THE NEW ENGLAND FINANCIAL LIFE INSURANCE COMPANY ADDRESS LOGO APPEARS HERE]
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ZAVAT
[THE NEW ENGLAND FINANCIAL ANNUITIES LOGO APPEARS HERE]
February 23, 2001
TO OWNERS OF ZENITH ACCUMULATOR VARIABLE ANNUITY CONTRACTS:
An Annual Meeting of Shareholders of the Metropolitan Series Fund, Inc. (the
"Fund") will be held on April 27, 2001. At the Shareholders Meeting,
Metropolitan Life Insurance Company ("MetLife") will vote all shares of the
Fund held in The New England Variable Account which are attributable to Zenith
Accumulator Variable Annuity Contracts in accordance with instructions received
from Contractholders. You are now being asked how shares of the Fund deemed
attributable to your Contract should be voted at the Shareholders Meeting.
Your voting instructions only apply to proposals which relate to a portfolio of
the Fund in which your contract's cash value was invested on the record date
for the Shareholders Meeting. The record date is February 9, 2001. If you give
voting instructions on a proposal for which you are not eligible to vote,
MetLife will simply disregard those instructions.
Enclosed you will find a copy of the Notice of Meeting and Proxy Statement
relating to the Shareholders Meeting. After reviewing this material, please
follow the enclosed Telephone Voting Instructions, the internet voting
instructions available by logging onto www.proxyvoting.com/met, or complete and
execute the Instruction Form and return it in the enclosed, postage-paid, self-
addressed envelope. If you fail to give voting instructions, shares of the Fund
deemed attributable to your Contract will be voted by MetLife in proportion to
the voting instructions received from all other Zenith Accumulator
Contractholders.
[THE NEW ENGLAND FINANCIAL LIFE INSURANCE COMPANY ADDRESS LOGO APPEARS HERE]
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ZAVAI
General American Life Insurance Company
Variable Life Insurance Policies
To Policy Owners:
On April 27, 2001, an Annual Meeting of Shareholders of the Metropolitan
Series Fund, Inc. (the "Fund"), which consists of twenty investment portfolios
(the "Portfolios"), will be held in New York City for the purposes set forth in
the attached Notice.
As you know, shares of certain of the Portfolios of the Fund (the "Shares")
are or have been purchased by General American Life Insurance Company ("GenAm")
for the corresponding investment divisions in the GenAm separate accounts
funding your policy. (Not all of the Portfolios are currently available in
connection with the policies, however.)
At the Annual Meeting, GenAm will vote the Shares of each Portfolio based on
the instructions received from policy owners. You may give us voting
instructions for the number of Shares of each Portfolio attributable to your
policy as of the record time of 4:00 P.M., New York City time, on February 9,
2001.
The matters to be considered at the meeting are described in the attached
Notice and Statement Concerning the Annual Meeting.
We urge you to give GenAm voting instructions by filling in, dating and
signing the enclosed voting instruction form(s). Please return your voting
instructions promptly in the enclosed envelope. No postage is required if
mailed in the United States.
COVA Financial Services Life Insurance Company
Variable Annuity Contracts
To Contract Owners:
On April 27, 2001, an Annual Meeting of Shareholders of the Metropolitan
Series Fund, Inc. (the "Fund"), which consists of twenty investment portfolios
(the "Portfolios"), will be held in New York City for the purposes set forth in
the attached Notice.
As you know, shares of certain of the Portfolios of the Fund (the "Shares")
are or have been purchased by COVA Financial Services Life Insurance Company
("COVA") for the corresponding investment divisions in the COVA separate
account funding your annuity contract. (Not all of the Portfolios are currently
available in connection with the annuity contracts, however.)
At the Annual Meeting, COVA will vote the Shares of each Portfolio based on
the instructions received from contract owners. You may give us voting
instructions for the number of Shares of each Portfolio attributable to your
contract as of the record time of 4:00 P.M., New York City time, on February 9,
2001.
The matters to be considered at the meeting are described in the attached
Notice and Statement Concerning the Annual Meeting.
We urge you to give COVA voting instructions by filling in, dating and
signing the enclosed voting instruction form(s). Please return your voting
instructions promptly in the enclosed envelope. No postage is required if
mailed in the United States.
METROPOLITAN SERIES FUND, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Notice is hereby given that an Annual Meeting of Shareholders of the
portfolios (the "Portfolios") of the Metropolitan Series Fund, Inc. ("Fund")
will be held at the Home Office of Metropolitan Life Insurance Company, 1
Madison Avenue, New York, New York 10010, at 10:00 A.M., New York City time,
on April 27, 2001, for the following purposes:
(1) To elect the members of the Board of Directors.
(2) To approve or disapprove a new Investment Management Agreement for
each Portfolio of the Fund with New England Investment Management, LLC
("NEIM").
(3) To approve or disapprove a Sub-Investment Management Agreement with
Metropolitan Life Insurance Company for each of the MetLife Stock Index
Portfolio, the MetLife Mid Cap Stock Index Portfolio, the Lehman Brothers
Aggregate Bond Index Portfolio, the Russell 2000 Index Portfolio, and the
Morgan Stanley EAFE Index Portfolio.
(4) To approve or disapprove a proposal with respect to the future
operations of each Portfolio of the Fund whereby the Fund may from time to
time, to the extent permitted by an exemption or exemptions granted by the
Securities and Exchange Commission, permit NEIM to enter into new or
amended agreements with sub-investment managers with respect to the
Portfolios without obtaining shareholder approval of such agreements.
(5) To ratify or reject the selection of Deloitte & Touche LLP as
independent auditors for the Fund for the year 2001.
(6) To transact such other business as may properly come before the
meeting.
The record time for the determination of the number of votes entitled to be
cast at the Annual Meeting and the shareholders entitled to notice of and to
vote at the meeting is 4:00 P.M., New York City time, on February 9, 2001.
By Order of the Board of Directors
Danne L. Johnson
Secretary
February 23, 2001
METROPOLITAN SERIES FUND, INC.
1 MADISON AVENUE
New York, New York 10010
Statement Concerning the Annual Meeting of Shareholders
April 27, 2001
This Statement is furnished in connection with the solicitation of voting
instructions for use at an Annual Meeting of Shareholders of the Metropolitan
Series Fund, Inc. ("Fund") to be held on April 27, 2001. The voting
instructions are being solicited on behalf of the Fund and its management. The
Fund shares are owned by the following insurance companies in connection with
variable life insurance policies, variable benefit options and variable
annuity contracts ("variable insurance contracts") they have issued:
Metropolitan Life Insurance Company ("Metropolitan"), Metropolitan Tower Life
Insurance Company, New England Life Insurance Company, General American Life
Insurance Company, COVA Financial Services Life Insurance Company and Security
First Life Insurance Company. (These companies are referred to herein as the
"Insurance Companies".) The Insurance Companies will vote the Fund shares they
own in accordance with instructions given by the owners of such policies,
options and contracts. The initial mailing of this statement and the enclosed
voting instruction form(s) to variable insurance contract owners will be on or
about February 23, 2001.
The Fund currently has 20 different investment "Portfolios," each of which
issues its own separate class or classes of shares. As shown in the table
below, not all of the current proposals relate to all of the Portfolios. Each
variable insurance contract owner can give voting instructions only on
proposals that relate to one or more of the Portfolios that he or she actually
is using with his or her variable insurance contract. The following table
identifies each of the proposals to be voted on at the Annual Meeting and
indicates the Portfolios as to which instructions are being solicited for each
proposal.
Proposal Voting Instructions Solicited For
-------- ---------------------------------
1. Election of Directors All Portfolios
2. Approval or Disapproval of a new Each Portfolio
Investment Management Agreement for
each Portfolio of the Fund with New
England Investment Management, LLC
("NEIM")
1
Proposal Voting Instructions Solicited For
-------- -------------------------------------
3. Approval or Disapproval of a Sub- MetLife Stock Index Portfolio
Investment Management Agreement MetLife Mid Cap Stock Index Portfolio
with Metropolitan for certain Lehman Brothers Aggregate
Portfolios Bond Index Portfolio
Russell 2000 Index Portfolio
Morgan Stanley EAFE Index Portfolio
4. Approval or Disapproval of a grant Each Portfolio
of authority to NEIM to enter into
new sub-investment management
agreements without additional
shareholder approval under certain
conditions
5. Ratification or Rejection of the All Portfolios
Selection of Independent Auditors
The investment management fees for the Portfolios are not being changed under
any of these Proposals. Details of each of the Proposals are set forth in the
balance of this Statement.
THE FUND'S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR EACH PROPOSAL
Proposal 1. Election of Directors
The following eight persons have been nominated by the Board of Directors of
the Fund to serve until their successors are elected and qualified:
Name, Age and Present Principal Occupations During Director
Position of Nominee Last Five Years Since
--------------------- ---------------------------- --------
Steve A. Garban (62) Retired, formerly Senior Vice-President-- 1985
Director Finance and Operations and Treasurer, The
Pennsylvania State University. (Also,
currently director or trustee of several
mutual funds managed by State Street
Research & Management Company, an affiliate
of Metropolitan.)
Arthur Typermass* (62) Retired, formerly Senior Vice-President and 1998
Director Treasurer, Metropolitan
2
Name, Age and Present Principal Occupations During Director
Position of Nominee Last Five Years Since
--------------------- ---------------------------- ---------
Linda B. Strumpf (53) Vice-President and Chief Investment 2000
Director Officer, Ford Foundation
H. Jesse Arnelle (67) Counsel, Womble Carlyle Sandridge & New
Director Rice since 1997; prior thereto,
Senior Partner, Arnelle, Hastie,
McGee, Willis and Greene. (Also
currently director of Armstrong World
Industries, Eastman Chemical, FPL
Group, Gannett, Textron, Waste
Management)
David A. Levene* (61) Executive Vice-President, 1997-2000
Chairman of the Metropolitan, since December, 1996;
Board and Director prior thereto, Senior Vice-President.
(through October 30, 2000)
Dean O. Morton (67) Retired, formerly Executive Vice- 1993
Director President, Chief Director Operating
Officer and Director, Hewlett-Packard
Company. (Also, currently director or
trustee of several mutual funds
managed by State Street Research &
Management Company, an affiliate of
Metropolitan, Alza Corp., Raychem
Corp., The Clorox Company, Cepheid,
Pharsight Corporation and Tencor
Instruments.)
Michael S. Scott Morton (62) Jay W. Forrester Professor of 1993
Director Management at Sloan School of
Management, Massachusetts Institute
of Technology. (Also, currently
director or trustee of several mutual
funds managed by State Street
Research & Management Company, an
affiliate of Metropolitan, director
of Sequent Computer Systems, Inc. and
limited partner of Founder Capital
Partners.)
3
Name, Age and
Present Position of Principal Occupations During Director
Nominee Last Five Years Since
------------------- ---------------------------- --------
Toby Rosenblatt (62) President, The Glen Ellen Company; President, New
Director Founders Investments, Ltd. Since 1999; prior
thereto, Vice-President. (Also, currently
director or trustee of several mutual funds
managed by State Street Research & Management
Company, an affiliate of Metropolitan,
Advanced Polymer Systems and Pherin
Pharmaceuticals. Director, Biosource
Technologies, 1993-1998.)
- -----------
* As present or former officers of Metropolitan, Messrs. Typermass and Levene
may each be deemed to be an "interested person" within the meaning of the
Investment Company Act of 1940 (the "1940 Act").
The Board of Directors of the Fund recommends a vote FOR each of the nominees
for director.
The Board of Directors of the Fund has a standing nominating committee and a
standing audit committee. The nominating committee met once during 2000. The
audit committee met twice during 2000. Messrs. Garban, Morton, Scott Morton
and Strumpf are the members of each committee. Mr. Rosenblatt and Mr. Arnelle
will each join both committees if each is elected as a director by the
shareholders. The nominating committee has the responsibility to nominate new
or replacement directors for the Board and to review and recommend the
compensation paid to directors and committee members. The nominating committee
does not consider nominees recommended by shareholders of the Fund. The audit
committee has the responsibility to review issues relevant to the retention of
independent auditors for the Fund each year, auditing problems, auditing
changes, adequacy of internal controls, and the plans of the internal and
external auditors of the Fund for the subsequent year.
There were five meetings of the Board of Directors during 2000. All the
current directors attended at least 75% of the aggregate of (1) the total
number of meetings of the Board and (2) the total number of meetings held by
all committees of the Board on which they served. It is expected that the
Board of Directors will generally meet at least four times each year.
During 2000, the directors were compensated as follows:
4
Pension or Total
Retirement (4) Compensation
Benefits Estimated from the Fund
(2) Accrued Annual and Fund
Aggregate as part of Benefits Complex Paid
(1) Compensation Fund upon to Directors
Name of Director from Fund Expense Retirement (a)
---------------- ------------ ---------- ---------- -------------
Arthur G. Typermass............ $29,000 0 0 $ 29,000
Steve A. Garban................ $41,500 0 0 $118,300
Linda B. Strumpf.**............ $24,000 0 0 $ 24,000
Toby Rosenblatt*............... 0 0 0 $ 72,000
Dean O. Morton................. $37,000 0 0 $118,800
Michael S. Scott Morton........ $37,000 0 0 $118,000
David A. Levene***............. 0 0 0 0
H. Jesse Arnelle*.............. 0 0 0 0
- -----------
(a) Complex is comprised of 10 trusts and two corporations with a total of 35
funds and/or series, as to which each indicated person serves as a
director or trustee.
* Did not serve as a director during 2000.
** Appointed to the Board May 1, 2000.
*** Resigned as a director effective October 30, 2000.
The Fund pays the compensation of directors who are not active employees of
Metropolitan. Directors and officers who are active employees of Metropolitan
do not receive any compensation for services rendered to the Fund in addition
to their compensation for services rendered to Metropolitan. Directors who are
not active employees of Metropolitan are each paid a fee of $15,000 for each
full calendar year during which services are rendered to the Fund. In
addition, they are each paid a fee of $3,500 for each directors' meeting
attended and a fee of $500 for each audit or nominating committee or sub-
committee meeting attended and are reimbursed for out-of-pocket expenses. The
chairman of the audit committee also receives a fee of $1,500 for each full
calendar year that he or she serves as chairman.
The directors and officers of the Fund and members of their families, as a
group, as of the date of this Statement, beneficially own less than 1% of the
common stock of each Portfolio outstanding.
5
Set forth below is certain information concerning each of the executive
officers of the Fund.
Name, Age and Principal Occupations During Officer
Office with the Fund Last Five Years Since Since
-------------------- ---------------------------- -------
David A. Levene+ (61)........- Executive Vice-President, Metropolitan 1997
Chief Executive Officer since 1996; prior thereto, Senior Vice-
(through October 30, 2000) President
Christopher P. Nicholas+ (51). Associate General Counsel, Metropolitan 1987
President and Chief
Operating Officer
Barbara Hume+ (47)............ Vice-President, Metropolitan since 1999
Vice-President 1997; prior thereto, Vice-President,
Prudential Investments
Lawrence A. Vranka+ (60)...... Vice-President, Metropolitan. 1987
Vice-President
Peter H. Duffy+ (44).......... Senior Vice President, New England 2000
Controller Investment Management and Treasurer,
New England Zenith Fund, since 1998;
prior thereto, Senior Vice President,
Fund Administration Department
Janet Morgan+ (38)............ Assistant Vice-President, Metropolitan 1997
Treasurer since 1997; prior thereto, Director
Danne L. Johnson+ (32)........ Counsel, Metropolitan since 2000; prior 2000
Secretary thereto, Branch Chief, U.S. Securities
and Exchange Commission
Daphne Thomas-Jones+ (45)..... Assistant Vice-President, Metropolitan 2000
Vice-President since 1998; prior thereto, Director
Hugh McHaffie+ (42)..........- Senior Vice-President, Metropolitan 2000
Vice-President since 2001; Senior Vice-President, New
England Life Insurance Company 1999-
2000; prior thereto, Vice President,
Manufacturers Life Insurance Company of
North America
- -----------
+ As officers or employees of Metropolitan or one of its affiliates, each of
these individuals is deemed to be an "interested person," within the meaning
of the 1940 Act, of the Fund. Mr. Levene resigned as Chairman of the Board,
Director and Chief Executive Officer of the Fund as of October 30, 2000. It
is expected that if he is elected as a director by the shareholders at the
Annual Meeting, he will be reappointed as Chairman and CEO by the Board at
its May 1, 2001 regular meeting.
6
In addition to the individuals listed above, set forth below is a list of
all the officers of the Fund who are also directors, officers or employees of
Metropolitan:
Name Position with the Fund
---- ----------------------
Patricia S. Worthington.............................. Assistant Secretary
Terrence T. Santry................................... Assistant Controller
Allison M. Troiani................................... Assistant Controller
Patti Robinson....................................... Assistant Secretary
Vote Required for this Proposal
If you submit voting instructions that do not specify otherwise, the
Insurance Companies will vote Fund shares for the election of the nominees
listed above. If any of said nominees should be unable to serve, the Insurance
Companies reserve full discretion to vote for another candidate or candidates.
Election of each nominee requires a favorable vote of the lesser of (a) 67% or
more of the shares of the Fund present at the meeting if the holders of more
than 50% of the outstanding shares of the Fund are present at the meeting or
(b) more than 50% of the outstanding shares of the Fund.
Proposal 2. Approval or Disapproval of a new Investment Management Agreement
for each Portfolio of the Fund with NEIM
The Fund currently employs Metropolitan as the investment manager for each
of its Portfolios. In some cases, Metropolitan has delegated the day-to-day
management of a Portfolio to another firm that acts as sub-investment manager
to that Portfolio. Proposal 2 proposes that Metropolitan be replaced as the
investment manager of each Portfolio by New England Investment Management LLC
("NEIM"). With respect to the Portfolios where currently Metropolitan has the
day-to-day management responsibility, Metropolitan would become the sub-
investment manager of each of such Portfolios as discussed below under
Proposal 3.
The proposed new investment management agreement for each Portfolio will be
identical to the current agreement for that Portfolio, except for the name of
the investment manager, the date of the agreement, and the termination date.
There will be no change to the current investment management fees.
The Fund does not believe that replacing Metropolitan with NEIM will result
in any decrease in the quality or scope of services rendered to the Fund. NEIM
will continue to be a member of the same holding
7
company structure as Metropolitan and, in many cases, the same personnel who
have provided investment management services to the Portfolios on behalf of
Metropolitan will continue to do so on behalf of NEIM.
The form of the new investment management agreements is attached hereto as
Exhibit A.
The Board of Directors of the Fund Unanimously Recommends Approval of the
Proposed Investment Management Agreements for the Portfolios.
The Investment and Sub-Investment Managers
Metropolitan, 1 Madison Avenue, New York, New York 10010 is registered as an
investment adviser under the Investment Advisers Act of 1940 (the "Advisers
Act"). Metropolitan is a wholly-owned subsidiary of MetLife, Inc., a Delaware
corporation which has the same address as Metropolitan. Metropolitan currently
acts as investment manager with respect to each Portfolio under an investment
management agreement for each Portfolio between the Fund and Metropolitan.
New England Investment Management, LLC, 501 Boylston Street, Boston,
Massachusetts 02116, is registered as an investment adviser under the Advisers
Act. On January 1, 2001 NEIM converted to a limited liability company pursuant
to Delaware law. Before then, NEIM was a Massachusetts corporation called New
England Investment Management, Inc., which was an indirect wholly-owned
subsidiary of Metropolitan. NEIM intends to change its name, effective May 1,
2001, to MetLife Advisers, LLC.
Other than New England Life Holdings, Inc. ("NELHI"), which has the same
address as NEIM, the owners of NEIM consist of each Insurance Company whose
separate accounts invest in the Fund or other registered investment companies
to which NEIM serves or will serve as investment adviser. Each such Insurance
Company's interest in NEIM entitles the Insurance Company to share in the
profit and loss of NEIM in proportion to the profit and loss of NEIM
attributable to customers of that Insurance Company. NELHI, the previous owner
of 100% of the shares of New England Investment Management, Inc., became an
owner of NEIM upon NEIM's conversion to a Delaware LLC. NELHI has provided
capital to NEIM in return for a fixed return and has the only voting interests
in NEIM. New England Life Insurance Company, a Massachusetts Corporation whose
address is the same as NEIM's, owns 100% of the shares of NELHI. Metropolitan
is the indirect owner of 100% of the shares of New England Life Insurance
Company.
8
The Fund's Current Management and Sub-Management Agreements
The date of each of the Fund's current investment management agreements with
Metropolitan, the current investment management fee schedule for each
Portfolio, the amount of fees paid by each Portfolio to Metropolitan as
investment manager for each Portfolio during 2000, and the total brokerage
commissions incurred by each Portfolio during 2000 are as follows:
Management Fee
Schedule
(as an annual %
Management of Brokerage
Fees Paid to Portfolio's Commissions
Agreement Metropolitan average daily Incurred
Name of Portfolio Date During 2000 net assets) during 2000
- -------------------------------------------------------------------------------
11/9/98 $316,530 0.75% on first $172,358
$250MM;
Harris Oakmark Large Cap 0.70%
Value Portfolio thereafter
- -------------------------------------------------------------------------------
Janus Mid Cap Portfolio 3/3/97 15,330,298 0.75% first 1,566,966
$100M; 0.70%
next $400M; and
0.65% over
$500M
- -------------------------------------------------------------------------------
Lehman Brothers Aggregate 11/9/98 340,601 0.25% 0
Bond Index Portfolio
- -------------------------------------------------------------------------------
Loomis Sayles High Yield 3/3/97 476,609 0.70% 14,142
Bond Portfolio
- -------------------------------------------------------------------------------
MetLife Mid Cap Stock 7/5/00 41,219 0.25% 46,286
Index Portfolio
- -------------------------------------------------------------------------------
MetLife Stock Index 4/29/90; 10,575,467 0.25% 163,903
Portfolio amended
5/16/93
- -------------------------------------------------------------------------------
Morgan Stanley EAFE 11/9/98 274,174 0.30% 116,051
Index Portfolio
- -------------------------------------------------------------------------------
Neuberger & Berman 11/9/98 438,080 0.70% on first 433,219
Partners Mid Cap Value $100MM; .675%
Portfolio on next $250MM;
0.65% on next
$500MM; 0.625%
on next $750MM;
and 0.60%
thereafter
- -------------------------------------------------------------------------------
Putnam International Stock 4/29/91; 2,861,103 0.90% on 1st 1,185,663
Portfolio amended $500M; 0.85% on
5/1/00 next $500m; and
0.80%
above $1,000M
- -------------------------------------------------------------------------------
Putnam Large Cap Growth 5/1/00 104,812 0.80% first 22,070
Portfolio $500MM; 0.75%
next $500MM;
and 0.70% over
1 billion
- -------------------------------------------------------------------------------
Russell 2000 Index 11/9/98 317,375 0.25% 89,034
Portfolio
- -------------------------------------------------------------------------------
Scudder Global Equity 3/3/97 1,213,183 0.90% first 258,622
Portfolio $50M; 0.55%
next $50M;
0.50% next
$400M; and
0.475% above
$500M
9
Management Fee
Schedule
(as an annual %
Management of Brokerage
Fees Paid to Portfolio's Commissions
Agreement Metropolitan average daily Incurred
Name of Portfolio Date During 2000 net assets) during 2000
- ----------------------------------------------------------------------------
State Street Research 4/29/88 11,798,675 0.75% first 2,437,664
Aggressive Growth $500M; 0.70%
Portfolio next $500M; and
0.65% above
$1,000M
- ----------------------------------------------------------------------------
State Street Research 7/5/00 102,277 0.85% first 61,630
Aurora Small Cap Value $500 million;
Portfolio 0.80% next $500
million; and
0.75% over
$1 billion
- ----------------------------------------------------------------------------
State Street Research 4/29/87; 12,148,236 0.50% first 2,339,779
Diversified Portfolio amended $500M; 0.45%
8/1/97 next $500M; and
0.40% above
$1,000M
- ----------------------------------------------------------------------------
State Street Research 4/29/87 17,076,256 0.55% first 5,047,718
Growth Portfolio amended $500M; 0.50%
8/1/97 next $500M; and
0.45% above
$1,000M
- ----------------------------------------------------------------------------
State Street Research 4/29/87; 1,507,360 0.35% first 0
Income Portfolio amended $250M; 0.30%
8/1/97 next $250M; and
0.25% above
$500M
- ----------------------------------------------------------------------------
State Street Research 4/29/87; 152,251 0.25% 0
Money Market Portfolio amended
5/16/93
- ----------------------------------------------------------------------------
T. Rowe Price Large Cap 11/9/98 803,995 0.70% first 238,407
Growth Portfolio $50MM; 0.60%
thereafter
- ----------------------------------------------------------------------------
T. Rowe Price Small Cap 3/3/97 1,749,910 0.55% first 309,732
Growth Portfolio $100M; 0.50%
next $300M; and
0.45% above
$400M
The current Investment Management Agreement for each Portfolio provides that
Metropolitan, subject to oversight by the Fund's directors, is responsible for
the overall management of that Portfolio and has ultimate responsibility for
making decisions to buy, sell or hold any particular security for the
Portfolio. Since there is currently no sub-investment manager for each of the
MetLife Stock Index Portfolio, the MetLife Mid Cap Stock Index Portfolio, the
Lehman Brothers Aggregate Bond Index Portfolio, the Russell 2000 Index
Portfolio, or the Morgan Stanley EAFE Index Portfolio (the "Index Portfolios"),
Metropolitan also has the day-to-day responsibility for making such decisions
for each of these Portfolios.
For all the other Portfolios, Metropolitan has delegated day-to-day
investment management responsibility to a sub-investment manager. Each such
sub-investment manager serves pursuant to the terms of a Sub-Investment
Management Agreement. Under the Sub-Investment Management Agreement that
applies to a given Portfolio, the sub-
10
investment manager, subject to any direction from the Fund's directors or from
Metropolitan, has the day-to-day responsibility for making decisions to buy,
sell or hold any particular security for that Portfolio.
The Investment Management Agreements and the Sub-Investment Management
Agreements require that the assets in the Portfolios be invested and reinvested
in a manner consistent with the investment objectives and policies set forth in
the registration statements, as from time to time amended, of the Fund under
the Securities Act of 1933.
The MetLife Stock Index Portfolio and State Street Research Money Market
Portfolio investment management agreements were each most recently approved by
their respective shareholders on April 28, 1993 in connection with an amendment
to each agreement removing a provision that required Metropolitan to subsidize
the expenses of each Portfolio. The Janus Mid Cap Portfolio, Loomis Sayles High
Yield Bond Portfolio, Scudder Global Equity Portfolio, and T. Rowe Price Small
Cap Growth Portfolio investment management agreements were each most recently
approved by Metropolitan, the then sole shareholder of each Portfolio, on March
3, 1997 in connection with the establishment of each such Portfolio. The State
Street Research Growth Portfolio, State Street Research Income Portfolio, State
Street Research Diversified Portfolio and State Street Research Aggressive
Growth Portfolio investment management agreements were each most recently
approved by their respective shareholders on July 30, 1997 in connection with
an amendment to each agreement revising the investment management fee schedule
applicable to each agreement. The Harris Oakmark Large Cap Value Portfolio,
Lehman Brothers Aggregate Bond Index Portfolio, Morgan Stanley EAFE Index
Portfolio, Neuberger Berman Partners Mid Cap Value Portfolio, Russell 2000
Index Portfolio, and T. Rowe Price Large Cap Growth Portfolio investment
management agreements were each most recently approved by Metropolitan, the
then sole shareholder of each Portfolio, on November 9, 1998 in connection with
the establishment of each such Portfolio. The Putnam International Stock
Portfolio investment management agreement was most recently approved by its
shareholders on March 31, 2000 in connection with an amendment to the agreement
increasing the investment management fee schedule applicable to such agreement.
The Putnam Large Cap Growth Portfolio investment management agreement was most
recently approved by Metropolitan, the then sole shareholder of the Portfolio,
on May 1, 2000 in connection with the establishment of such Portfolio. The
MetLife Mid Cap Stock Index Portfolio and State Street Research Aurora Small
Cap
11
Value Portfolio investment management agreements were each most recently
approved by Metropolitan, the then sole shareholder of each Portfolio, on July
5, 2000 in connection with the establishment of each such Portfolio.
Each of the current investment management agreements was most recently
approved by the Board of Directors of the Fund, including a majority of the
directors who were not "interested persons," on May 1, 2000 in connection with
the annual renewal of such Agreements, or, in the case of the Putnam Large Cap
Growth, MetLife Mid Cap Stock Index and State Street Research Aurora Small Cap
Value Portfolios, on February 1, 2000 in connection with the establishment of
each of those Portfolios. In addition, the Board of Directors approved an
amendment to the investment management agreement for the Putnam International
Stock Portfolio on January 11, 2000 increasing the investment management fees
payable by the Portfolio to Metropolitan.
Reasons for Proposed Changes
The Board of Directors of the Fund considered and approved each of the
proposed new Investment Management Agreements at a Board meeting held on
February 6, 2001. In approving the new Investment Management Agreements and
recommending their respective approval by the shareholders of each Portfolio,
the Board has considered the nature, quality and extent of the services to be
performed by NEIM; comparative data as to advisory fees and expenses; the
financial, personnel and structural information of NEIM; and such other
factors and information as the Board believes to be relevant.
NEIM currently serves as the investment manager for certain series of the
New England Zenith Fund ("Zenith"), a registered investment company that
serves as one of the funding vehicles for the variable insurance products of
New England Life Insurance Company and certain of its affiliates, including
Metropolitan. In each case, NEIM has delegated day-to-day portfolio management
responsibility to another firm that acts as sub-investment manager. Thus, NEIM
carries out the same functions for Zenith that Metropolitan does for the Fund,
except that in no case does NEIM have day-to-day responsibility for the
portfolio management of a series.
Metropolitan and NEIM have recommended to the Board, and the Board has
concluded, that NEIM could perform the investment management services for the
Portfolios of the Fund as well as
12
Metropolitan as performed those services. In fact, many of the individuals who
currently perform those services for the Fund on behalf of Metropolitan will
continue to perform those services on behalf of NEIM. Accordingly,
Metropolitan and the Board believe that the proposed new management agreements
will result in the Fund receiving the same quality of oversight and record
keeping services as it has received from Metropolitan. Moreover, since NEIM
will be the investment manager for both Zenith and the Fund, it may also allow
for a more efficient administration of the variable insurance contracts of the
Insurance Companies that access these two investment companies.
Vote Required for Approval of the New Investment Management Agreements
The shareholder voting on the approval of the new investment management
agreements is on a Portfolio-by-Portfolio basis in which approval with respect
to the particular agreements relating to a particular Portfolio requires the
requisite vote of the shareholders in that Portfolio. Shareholders in a
particular Portfolio will vote only on the particular agreement which relates
to that Portfolio and approval for any Portfolio is not conditioned on
approval for any other Portfolio. The voting instruction forms which accompany
this Statement indicate with respect to which of the investment management
agreements an owner of a variable insurance contract may give voting
instructions.
Approval of a particular investment management agreement requires a
favorable vote of the lesser of (a) 67% or more of the shares in such
Portfolio present at the meeting if the holders of more than 50% of the
outstanding shares in such Portfolio are present at the meeting or (b) more
than 50% of the outstanding shares in such Portfolio.
If approved, each agreement will become effective on May 1, 2001, and will
continue in effect until May 16, 2002. Thereafter, each agreement will
continue in effect from year to year with respect to the particular Portfolio
it affects if approved annually (i) by the Board of Directors of the Fund or
by a favorable vote of the outstanding shares of that Portfolio (as described
in clauses (a) and (b) above), and (ii) by a majority vote of the directors
who are not "interested persons" of any party to such agreement. An agreement
may be terminated with respect to a particular Portfolio without penalty on 60
days' written notice by the Board of Directors of the Fund, by NEIM or by the
majority vote of the shareholders in that Portfolio, and each amended
agreement will terminate automatically in the event of its assignment.
13
Additional Information about NEIM and Metropolitan
Since the Fund's inception, Metropolitan has had the primary responsibility
for distributing the Fund's shares. In doing this, Metropolitan has served as
the Fund's "principal underwriter," as that term is defined under the
Investment Company Act of 1940 (the "1940 Act"). Until last year, no Portfolio
paid any separate fees or charges for these or any other efforts to distribute
the Fund's shares.
On November 2, 2000 and February 6, 2001, however, the Directors of the Fund
approved a plan (the "Plan") under which each of the Fund's Portfolios are
authorized to issue new classes of shares (the "Class B" shares and the "Class
E" shares) that would each be subject to a new distribution charge. The
Portfolios, however, will also continue to issue their original class of
shares (now called the "Class A" shares), which will not be subject to a
distribution charge.
No variable insurance contract offers the purchaser a choice between the
Class A shares, the Class B shares and the Class E shares of the same
Portfolio. Whether a contract offers Class A shares, Class B shares or Class E
shares depends on the specific identity of the variable insurance contract. If
a variable insurance contract makes available any Portfolio's Class B shares
or Class E shares, the contract owner will indirectly bear a proportionate
amount of the distribution charge paid by that Portfolio, to the extent that
the owner chooses that Portfolio as an investment option. Any distribution
charge currently is at an annual rate of either .25% or .15% (depending on the
particular Portfolio) of a Portfolio's average daily net assets that are
attributable to Class B shares or Class E shares. There were no distribution
charges paid during the year 2000.
The above-described Plan has been adopted in reliance on Rule 12b-1, which
the Securities and Exchange Commission has adopted under the 1940 Act.
Metropolitan receives the proceeds from the distribution charges and, in turn,
pays those proceeds to Insurance Companies whose variable insurance contracts
make available the Class B shares or Class E shares (or to an affiliate of
such a company). However, NELICO currently is the only Insurance Company that
is making the Fund's Class B shares available under any of its contracts, and
Insurance Company is currently making the Class E shares available.
14
Set forth in the table below is information about each Zenith Series managed
by NEIM that has similar objectives to any Fund Portfolio.
Management
Current Fee Schedule
Net Assets (as an annual Part or
December % of Portfolio's All
Met Series Similar Zenith 31, 2000 average daily Compensation
Fund Portfolio Fund Series (Thousands) net assets) Waived
- ------------------------------------------------------------------------------------------
State Street Research Back Bay $242,346 First $1 billion--0.35% No
Money Market Advisors Next $1 billion--0.30%
Money Market Over $2 billion--0.25%
- ------------------------------------------------------------------------------------------
State Street Research Back Bay $283,140 First $1 billion--0.40% No
Income Advisors Next $1 billion--0.35%
Bond Income Next $1 billion--0.30%
Over $3 billion--0.25%
- ------------------------------------------------------------------------------------------
State Street Research Back Bay $181,270 All assets--0.50%; No
Diversified Advisors
Managed;
Balanced $159,977 First $200 million--0.70% No
Series
Over $200 million--0.675%
- ------------------------------------------------------------------------------------------
MetLife Stock Index Westpeak Stock $268,989 All assets--0.25% No
Index
- ------------------------------------------------------------------------------------------
Loomis Sayles High Salomon $ 95,860 All assets--0.65% No
Yield Bond Brothers
Strategic Bond
Opportunities
- ------------------------------------------------------------------------------------------
State Street Westpeak $388,127 First $200 million--0.70% No
Research Growth Growth Next $1.3 billion--0.65%
and Income; Over $1.5 billion--0.60%;
MFS Investors $ 18,422 All assets--0.75% No
- ------------------------------------------------------------------------------------------
T. Rowe Price Small Loomis Sayles $486,439 First $500 million--0.90% No
Cap Growth Small Cap Over $500 million--0.85%
- ------------------------------------------------------------------------------------------
Putnam Large Cap Alger Equity $968,357 All assets--0.75% No
Growth; T. Rowe Growth
Price Large Cap
Growth
- ------------------------------------------------------------------------------------------
Neuberger Berman Harris Oakmark $139,518 All assets 0.75% No
Partners Mid Cap Mid Cap Value
Value
- ------------------------------------------------------------------------------------------
Harris Oakmark Davis Venture $925,265 All assets 0.75% No
Large Cap Value Value
15
Set forth below are the names and principal occupations of the principal
executive officer and the other directors of Metropolitan (whose addresses for
this purpose are the same as that of Metropolitan):
Directors Principal Occupations
--------- ---------------------
Curtis H. Barnette Chairman of the Board and Chief
Executive Officer, Bethlehem Steel
Corporation
Robert H. Benmosche Chairman of the Board, President and
(Principal Executive Officer) Chief Executive Officer, Metropolitan
Gerald Clark Vice-Chairman of the Board, Chief
Investment Officer and Director,
Metropolitan
Joan Ganz Cooney Chairman--Executive Committee,
Children's Television Workshop
John C. Danforth Partner, Bryan Cave LLP
Burton A. Dole Retired Chairman, President and Chief
Executive Officer, Nellcor Puritan
Bennett
James R. Houghton Chairman of the Board and Chief
Executive Officer, Corning
Incorporated
Harry P. Kamen Chairman and Chief Executive Officer
(retired), Metropolitan
Helene L. Kaplan Of Counsel, Skadden, Arps, Slate,
Meagher & Flom
Charles M. Leighton Retired Chairman and Chief Executive
Officer, CML Group, Inc.
Allen E. Murray Retired Chairman of the Board,
President and Chief Executive Officer,
Mobil Corporation
John J. Phelan, Jr. Retired Chairman and Chief Executive
Officer, NYSE, Inc.
John B. M. Place Former Chairman of the Board, Crocker
National Corporation.
Hugh B. Price President and Chief Executive Officer,
National Urban League, Inc.
Robert G. Schwartz Retired Chairman of the Board,
President and Chief Executive Officer,
Metropolitan
Ruth Simmons President, Smith College
William C. Steere, Jr. Chairman of the Board and Chief
Executive Officer, Pfizer, Inc.
16
Set forth below are the names and principal occupations of the principal
executive officer and the other directors of NEIM (whose addresses for this
purpose are the same as that of NEIM):
Directors Principal Occupations
--------- ---------------------
Anne M. Goggin Chief Counsel--Individual Business,
(Principal Metropolitan Life Insurance Company;
Executive Senior Vice President and General
Officer) Counsel, New England Life Insurance
Company
John F. Guthrie, Vice President, New England Life
Jr. Insurance Company
Proposal 3. Approval or Disapproval of a Sub-Investment Management Agreement
for each of the MetLife Stock Index Portfolio, the MetLife Mid Cap Stock Index
Portfolio, the Lehman Brothers Aggregate Bond Index Portfolio, the Russell
2000 Index Portfolio and the Morgan Stanley EAFE Index Portfolio (the "Index
Portfolios")
The information about NEIM and Metropolitan (and their relationships with
the Fund) set forth above in Proposal 2 is also relevant to this Proposal.
Under Proposal 2 above, NEIM would replace Metropolitan as the investment
manager of several Portfolios (namely, the Index Portfolios) for which
Metropolitan itself (rather than a sub-investment manager) currently makes the
day-to-day investment decisions. NEIM currently is not equipped to handle this
task for the Index Portfolios. Therefore, the Board of Directors believes it
is appropriate for Metropolitan to continue to have such day-to-day
responsibility. However, if Metropolitan were to continue to serve as the sole
investment manager to the Index Portfolios, while NEIM becomes the primary
investment manager to the other Portfolios, part of the expected efficiencies
from consolidating the investment management function in NEIM would be lost.
Therefore, it is proposed that NEIM and the Fund will enter into a sub-
investment management agreement with Metropolitan for each Index Portfolio,
under which Metropolitan would continue to make the day-to-day portfolio
management decisions for that Portfolio.
The Board of Directors of the Fund believes that continuing to retain
Metropolitan for this purpose would be in the best interests of the
shareholders of each Index Portfolio, because it will result in the investment
management resources and expertise of Metropolitan continuing to be made
available to the Portfolio. In coming to its decision, the Board reviewed the
performance and quality of the day-to-
17
day portfolio management services that Metropolitan provides to each Index
Portfolio including the amount of any tracking error in matching the
performance of a particular index. In addition, the Board is very familiar with
Metropolitan. No change is being proposed in the current investment management
fee for each Portfolio.
Metropolitan would be compensated by NEIM for providing sub-investment
management services to an Index Portfolio in an amount equal to the actual
costs Metropolitan incurs in providing the sub-investment management service to
that Index Portfolio. Metropolitan's actual costs consist of both direct costs
(salaries, benefits, rent, telephone, etc.) and indirect costs (senior
management, systems development and maintenance, and accounting support). The
direct costs will be allocated based on the amount of time actually spent by
the personnel involved in managing the Portfolio. Indirect costs will be
allocated using various allocation methods, with the primary method being the
use of percentage of assets which the Portfolio represents of the total
accounts managed by Metropolitan. The Fund would have no responsibility for the
payment of the sub-investment management fees.
In summary, Metropolitan and the Fund's Board have concluded that the sub-
investment management agreements that are the subject of this Proposal 4 are
the best means of preserving the potential benefits from consolidating the
primary investment management function in NEIM (as described above under
Proposal 2), while at the same time retaining for the Index Portfolios the
benefits of Metropolitan's day-to-day portfolio management services.
A form of the proposed Sub-Investment Management Agreements is attached
hereto as Exhibit B. Apart from the fees, the proposed agreements are
substantially identical to the sub-investment management agreements relating to
the other Portfolios of the Fund .
The Board of Directors of the Fund Unanimously Recommends Approval of the
Proposed Sub-Investment Management Agreement with Metropolitan for each of the
Index Portfolios.
Certain Brokerage Matters
In their consideration of the new sub-investment management agreements, the
Directors took account of Metropolitan's practices regarding the selection and
compensation of brokers and dealers that execute portfolio transactions for the
Index Portfolios, and the brokers'
18
and dealers' provision of brokerage and research services to Metropolitan. The
following is a summary of these practices:
Metropolitan does not intentionally pay a broker-dealer brokerage commission
or net price that is higher than another firm would charge for handling the
same transaction in a recognition of services (other than execution services)
provided. Metropolitan relies on Section 28(e) of the Securities Exchange Act
of 1934, which permits managers to pay higher commission rates if the manager
determines in good faith that the rate is reasonable in relation to the value
of the brokerage, research and statistical services provided. Although it is
difficult to place an exact dollar value on the research and statistical
services received from broker-dealers, Metropolitan believes that these
services tend to reduce a Portfolio's expenses in the long-run.
Fixed income securities are generally purchased from the issuer or a primary
market-maker acting as principal for the securities on a net basis, with no
brokerage commission paid, although the price usually includes undisclosed
compensation.
The Board concluded that Metropolitan's favorable tracking results
demonstrated the efficiency of Metropolitan's efforts to minimize brokerage
and other operational costs of the Index Portfolios.
The total amount of brokerage commissions incurred by each Index Portfolio
is set forth, along with the amount of commissions incurred by the other
Portfolios of the Fund, in the table on page above.
Vote Required for Approval of the New Sub-Investment Management Agreements
The shareholder voting on the approval of the new sub-investment management
agreements with Metropolitan is on a Portfolio-by-Portfolio basis in which
approval with respect to the particular agreement relating to a particular
Index Portfolio requires the requisite vote of the shareholders in that Index
Portfolio. Shareholders in a particular Index Portfolio will vote only on the
particular agreement which relates to that Index Portfolio and approval for
any Index Portfolio is not conditioned on approval for any other Index
Portfolio. However, the approval for any Index Portfolio is conditioned on the
approval of the new investment management agreement for that Portfolio with
NEIM under Proposal 2 above. The voting instruction form(s) which accompany
this Statement indicate with respect to which of the sub-investment management
agreements, if any, an owner of a variable insurance contract may give voting
instructions.
19
Approval of a particular sub-investment management agreement requires a
favorable vote of the lesser of (a) 67% or more of the shares in such Index
Portfolio present at the meeting if the holders of more than 50% of the
outstanding shares in such Index Portfolio are present at the meeting or (b)
more than 50% of the outstanding shares in such Index Portfolio.
If approved, each agreement will become effective on May 1, 2001, and will
continue in effect until May 16, 2002. Thereafter, each agreement will
continue in effect from year to year with respect to the particular Index
Portfolio it affects if approved annually (i) by the Board of Directors of the
Fund or by a favorable vote of the outstanding shares of that Index Portfolio
(as described in clauses (a) and (b) above), and (ii) by a majority vote of
the directors who are not "interested persons" of any party to such agreement.
An agreement may be terminated with respect to a particular Index Portfolio
without penalty on 60 days' written notice by the Board of Directors of the
Fund, by NEIM, by Metropolitan or by the majority vote of the shareholders in
that Index Portfolio, and each sub-investment management agreement will
terminate automatically in the event of its assignment. In addition, each sub-
investment management agreement will also terminate in the event the
investment management agreement relating to the particular Index Portfolio is
terminated.
Proposal 4. Approval or Disapproval of a grant of authority to NEIM to enter
into new sub-investment management agreements without additional shareholder
approval under certain conditions
The Fund, to the extent permitted by any exemption or exemptions granted by
the SEC, proposes to permit NEIM to enter into new or amended agreements with
any sub-investment manager with respect to a Portfolio without obtaining
shareholder approval of such agreements, and to permit such sub-investment
managers to manage the assets of a Portfolio pursuant to such agreements. This
Proposal will not result in any change at this time in the current fee
schedules for the Portfolios. Nor will this proposal permit any fee paid by a
Portfolio to be increased in the future without shareholder approval.
The 1940 Act generally provides than an investment manager or sub-investment
manager to a registered investment company (such as the Fund) may act as such
only pursuant to a written agreement which, among other things, has been
approved by a vote of a specified percentage of the investment company's
shareholders. The 1940 Act requires a comparable shareholder vote for certain
amendments to or "assignments" (as defined in the 1940 Act) of an existing
sub-investment
20
management agreement. (For this purpose the 1940 Act, for example, considers a
change in control over the sub-investment manager to be an "assignment" of the
sub-investment management agreement.)
NEIM has received from the SEC an exemption from these shareholder voting
requirements in certain circumstances (the "SEC Voting Exemption"). Under the
SEC Voting Exemption, NEIM, as the investment manager of each Portfolio, will
be permitted, under specified conditions, to enter into new and amended sub-
investment management agreements for the management of each Portfolio, without
obtaining any shareholder approval thereof. This would include both agreements
with new sub-investment managers and agreements with existing sub-investment
managers, for example, if there were a material change in the terms of the
agreement or if there were an assignment of the existing agreement. Such
agreements, amendments, and assignments would still require approval by the
Directors of the Fund, including the Directors who are not "interested
persons" of any investment manager or sub-investment manager to the Fund, in
accordance with the requirements of the 1940 Act.
One of the conditions of the SEC Voting Exemption is that, under certain
circumstances, within 90 days after entering into a new sub-investment
management agreement (or an amendment thereto or assignment thereof) without
shareholder approval, a Portfolio must provide to shareholders a written
statement setting forth substantially the information that would be required
to be contained in a proxy statement for a meeting of shareholders to vote on
the approval of the agreement. Furthermore, each Portfolio would still require
shareholder approval to amend or assign its investment management agreement
with NEIM (including any increase in the investment management fee rate
payable under such agreement) or to enter into a new investment management
agreement with NEIM (or any other investment manager).
Another condition of the SEC Voting Exemption is that any new or amended
sub-investment management agreement entered into in reliance on the SEC Voting
Exemption must be between NEIM and a sub-investment manager that is not an
"affiliate" of NEIM, as that term is defined in the 1940 Act. Therefore, to
the extent that NEIM enters into an amended or new sub-investment management
agreement with Metropolitan, State Street Research & Management Company or any
other affiliated sub-investment manager under the current SEC Voting
Exemption, the new or amended agreement will still require shareholder
approval to the extent required by the 1940 Act.
21
The Board Of Directors of the Fund Unanimously Recommends Approval of a
Grant of Authority to NEIM to Enter into New Sub-Investment Management
Agreements Without Additional Shareholder Approval Under the Conditions
Discussed Above.
Reasons for this Proposal
The Fund is requesting and the Board of Directors is recommending
shareholder approval of this Proposal for several reasons. If the shareholders
approve Proposal 2 and Proposal 3 replacing Metropolitan with NEIM as
investment manager of each Portfolio and making Metropolitan the sub-
investment manager of the Index Portfolios, then the entire Fund will be
utilizing an investment management/sub-investment management structure, in
which NEIM acts as each Portfolio's investment manager, delegating the day-to-
day portfolio management to a sub-investment manager.
Under such a structure, the Portfolios' sub-investment managers act in a
capacity similar to that of the portfolio manager in a more traditional mutual
fund investment management structure that does not involve a sub-investment
manager. Specifically, the Fund's sub-investment managers, like portfolio
managers in a more traditional structure, manage a Portfolio under the
oversight and supervision of the Portfolio's investment manager. If a
Portfolio were to change sub-investment managers, NEIM would continue in its
role as investment manager and would continue to exercise oversight and
supervision of the Portfolio's investment affairs as conducted by the new sub-
investment manager. Changing a Portfolio's sub-investment manager is,
therefore, in relevant respects, analogous to the investment manager replacing
the portfolio manager of a single-manager managed fund who is employed by the
investment manager, which does not require shareholder approval under the 1940
Act. In addition, given the Fund's management structure, the shareholder
approval requirements under the 1940 Act may cause a Portfolio's shareholders
to incur unnecessary expenses and delays in soliciting voting instructions and
holding a shareholders meeting to approve a new, assigned or amended sub-
investment management agreement.
Owners of variable insurance contracts that use the Fund should benefit from
NEIM's resulting ability to make changes for the benefit of such owners
promptly and efficiently. Moreover, as discussed above, NEIM cannot exercise
this enhanced flexibility in favor of a sub-investment manager with which NEIM
is affiliated. Therefore, NEIM can have little or no incentive to exercise
such flexibility for the benefit of
22
anyone other than the owners of variable insurance contracts. The Board also
believes that the Proposal would permit the services of a current sub-
investment manager to be continued despite a technical assignment of a sub-
investment management agreement due to a change in control of the sub-
investment manager without any reduction in the quality of such services to
shareholders. For example, in 1998 and 1999, assignments of the sub-investment
management agreement resulting from such a change in control twice occurred as
to the Scudder Global Equity Portfolio, and each time necessitated solicitation
of voting instructions in connection with shareholder approval of a new,
virtually identical sub-investment management agreement for that Portfolio.
Vote Required for Approval of this Proposal 4
The shareholder voting on the approval of this Proposal 4 is on a Portfolio-
by-Portfolio basis in which approval with respect to a particular Portfolio
requires the requisite vote of the shareholders in that Portfolio. Approval by
any Portfolio is not conditioned on approval by any other Portfolio. The voting
instruction form(s) which accompany this Statement indicate with respect to
which Portfolio(s) an owner of a variable insurance contract may give voting
instructions.
Approval of the Proposal requires a favorable vote of the lesser of (i) 67%
or more of the shares in such Portfolio present at the meeting if the holders
of more than 50% of the outstanding shares in such Portfolio are present at the
meeting or (ii) more than 50% of the outstanding shares in such Portfolio.
Proposal 5. Ratification or Rejection of the Selection of Independent Auditors
The Board of Directors of the Fund has unanimously selected the firm of
Deloitte & Touche LLP ("Deloitte") to act as independent auditors for the Fund
for the year 2001. The audit committee of the Fund has considered whether the
provision of non-audit services is compatible with maintaining the principal
accountant's independence. This selection is being submitted for ratification
or rejection by the shareholders.
Ratification of the selection of Deloitte requires a favorable vote of the
lesser of (i) 67% or more of the shares of the Fund present at the meeting if
the holders of more than 50% of the outstanding shares of the Fund are present
at the meeting or (ii) more than 50% of the outstanding shares of the Fund.
Deloitte has acted as independent auditors for the Fund since the Fund
commenced operations on May 16, 1983, and also acts as the
23
independent auditors for Metropolitan and certain of the other Insurance
Companies. During 2000, Deloitte performed auditor services for the Fund,
including examination of the Fund's financial statements, review of the Fund's
annual reports and registration statement amendments filed with the Securities
and Exchange Commission, consultation on financial accounting and reporting
matters, and meetings with the Board of Directors.
Audit Fees
The aggregate fees billed by Deloitte for professional services rendered for
the audit of the Fund's annual financial statements for the year ended December
31, 2000 were $314,288.
All Other Fees
The aggregate fees billed by Deloitte for professional services rendered to
Metropolitan, the Fund's current investment adviser, and its affiliates for the
year ended December 31, 2000 were $ .
The Board of Directors of the Fund Unanimously Recommends Ratification of the
Selection of Deloitte & Touche LLP for the Year 2001.
It is expected that a representative of the firm will be present at the
meeting with the opportunity to make statements and respond to appropriate
questions.
Record Owners of the Shares of the Portfolios
The shares of the Portfolios are currently sold to the Insurance Companies as
the record owners for allocation to the corresponding investment divisions or
sub-accounts of certain of their "separate accounts' that are registered as
investment companies with the Securities and Exchange Commission. Most of those
shares are attributable to variable insurance contracts, as discussed below.
Other outstanding Portfolio shares are not attributable to variable insurance
contracts, because such shares are (a) attributable to the Insurance Company's
assets in one of the registered separate accounts, (b) held in a separate
account that is not registered as an investment company, or (c) held in the
Insurance Company's general account rather than in a separate account.
As of the record time for determining shareholders' entitlement to vote at
the Annual Meeting, the Fund had the following number of outstanding shares,
and the Insurance Companies held in their separate or
24
general accounts the following number of shares that, for any of the reasons
discussed above, were not attributable to variable insurance contracts:
Number of Portfolio
Shares Not Attributable
Number of Portfolio to Variable Insurance
Shares Outstanding Contracts at
Name of Portfolio at Record Date Record Date
- --------------------------------------------------------------------------------
Harris Oakmark Large Cap Value
Portfolio
- --------------------------------------------------------------------------------
Janus Mid Cap Portfolio
- --------------------------------------------------------------------------------
Lehman Brothers Aggregate Bond
Index Portfolio
- --------------------------------------------------------------------------------
Loomis Sayles High Yield Bond
Portfolio
- --------------------------------------------------------------------------------
MetLife Mid Cap Stock Index
Portfolio
- --------------------------------------------------------------------------------
MetLife Stock Index Portfolio
- --------------------------------------------------------------------------------
Morgan Stanley EAFE Index
Portfolio
- --------------------------------------------------------------------------------
Neuberger & Berman Partners Mid
Cap Value Portfolio
- --------------------------------------------------------------------------------
Putnam International Stock
Portfolio
- --------------------------------------------------------------------------------
Putnam Large Cap Growth Portfolio
- --------------------------------------------------------------------------------
Russell 2000 Index Portfolio
- --------------------------------------------------------------------------------
Scudder Global Equity Portfolio
- --------------------------------------------------------------------------------
State Street Research Aggressive
Growth Portfolio
- --------------------------------------------------------------------------------
State Street Research Aurora
Small Cap Value Portfolio
- --------------------------------------------------------------------------------
State Street Research Diversified
Portfolio
- --------------------------------------------------------------------------------
State Street Research Growth
Portfolio
- --------------------------------------------------------------------------------
State Street Research Income
Portfolio
- --------------------------------------------------------------------------------
State Street Research Money
Market Portfolio
- --------------------------------------------------------------------------------
T. Rowe Price Large Cap Growth
Portfolio
- --------------------------------------------------------------------------------
T. Rowe Price Small Cap Growth
Portfolio
25
How Shares in a Portfolio Will be Voted at the Annual Meeting
Record owners of common stock of each Portfolio as of 4:00 P.M., New York
City time, on February 9, 2001 (the "record time"), will be entitled to vote
and may cast one vote for each share held.
In accordance with their understanding of presently applicable law, the
Insurance Companies will vote the shares of each Portfolio that are
attributable to the variable insurance contracts based on instructions
received from owners of such contracts that participate in the corresponding
investment divisions in the separate accounts. The number of Portfolio shares
held in the corresponding investment division of a separate account deemed
attributable to each variable insurance contract owner is determined by
dividing a variable life insurance policy's or variable benefit option's cash
value or a variable annuity contract's accumulation units (or if variable
annuity payments are currently being made, the amount of the Insurance
Company's reserves attributable to that variable annuity contract), as the
case may be, in that division by the net asset value of one share in that
Portfolio.
Certain of the Portfolios currently issue both "Class A" shares and "Class
B" shares, which, among other things, have different net asset values. Whether
such a Portfolio's Class A shares or Class B shares are offered in connection
with a given variable insurance contract depends on the precise identity of
that contract. Each Class A share and each Class B share has one vote. For
purposes of determining the number of a Portfolio's shares for which a
variable insurance contract owner is entitled to give voting instructions, the
Insurance Companies use the per share net asset value for whatever class of
that Portfolio's shares are offered under that contract. Fractional votes will
be counted. The number of shares for which a variable insurance contract owner
has a right to give voting instructions is determined as of the record time
for the annual meeting.
Portfolio shares held in an investment division attributable to variable
insurance contracts for which no timely instructions are received or that are
not attributable to variable insurance contracts will be represented at the
meeting by the record owners and voted in the same proportion as the shares
for which voting instructions are received for all variable insurance
contracts participating in the investment division. The Fund has been advised
that Portfolio shares held in the general account or unregistered separate
accounts of the Insurance Companies will be represented at the meeting by the
record owners and voted in the same proportion as the aggregate of (i) the
shares for which voting instructions are received and (ii) the other shares
that are voted in proportion to such voting instructions.
26
If an enclosed voting instruction form is completed, executed and returned,
it may nevertheless be revoked at any time before the meeting by a written
revocation or later voting instruction form received by the Insurance
Companies, at 1 Madison Avenue, New York, New York 10010. The expense of the
voting instruction solicitation, which will be by mail but may also be by
telephone, telegraph or personal interview conducted by personnel of the
Insurance Companies, will be paid by NEIM, the Insurance Companies and the
Fund.
Upon the request of a variable insurance contract owner, the Fund will
furnish, without charge, a copy of the most recent annual and semi-annual
reports of the Fund. Such request should be directed to Brian Mack,
Metropolitan Life Insurance Company, Area 2H, 1 Madison Avenue, New York, New
York 10010, 1-800-553-4459.
Annual Meetings and Proposals of Shareholders
The By-Laws of the Fund require an annual meeting only in years in which
shareholder action is needed on any one or more of the following:
(1) the election of directors;
(2) approval of an investment advisory agreement;
(3) ratification of the selection of independent auditors;
(4) approval of a distribution agreement.
If any shareholder wishes a proposal to be considered for submission at the
next Annual Meeting of Shareholders, which, if scheduled, will be held in April
or May 2002, such proposal must be submitted to the Fund, 1 Madison Avenue, New
York, New York 10010, Attention: Danne L. Johnson. Such proposal must be
received on or before November 1, 2001 in order to be considered for any 2002
Annual Meeting. To be considered for submission at any Special Meeting of
Shareholders, the proposal must be submitted a reasonable time before the Fund
begins to print and mail its solicitation of voting instructions.
Other Business
The Board of Directors knows of no other business that will come before the
meeting. Should any matters other than those referred to above properly come
before the meeting, it is the intention of each Insurance Company to vote on
such matters in their discretion, unless the Fund has notice of the matter a
reasonable time before the initial mailing of this statement.
February 23, 2001
27
EXHIBIT A
The material language to be added to the current Investment Management
Agreements is underlined; the material language to be deleted is set forth in
brackets [ ]. The proper name of the Portfolio will be inserted in each
Portfolio's Agreement where indicated by [Name of Portfolio]. Braces ({ }) are
used to indicate information that will vary in the each Portfolio's Agreement.
[NAME OF PORTFOLIO]
INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made this 1st day of May, 2001, by and between Metropolitan Series
Fund, Inc., a Maryland corporation (the "Fund"), and MetLife Advisers, LLC, a
Delaware limited liability company (the "Investment Manager");
W I T N E S S E T H:
WHEREAS, the Fund is engaged in business as a diversified open-end management
investment company and is registered as such under the Investment Company Act
of 1940 (the "Investment Company Act");
WHEREAS, the Fund, a series type of investment company, issues separate
classes (or series) of stock, each of which represents a separate portfolio of
investments;
WHEREAS, the Fund is currently comprised of various portfolios, each of which
pursues its investment objectives through separate investment policies, and the
Fund may add or delete portfolios from time to time;
WHEREAS, the Investment Manager is engaged principally in the business of
rendering advisory services and is registered as an investment adviser under
the Investment Advisers Act of 1940; and
WHEREAS, the Fund desires to enter into a separate investment management
agreement with respect to the [Name of Portfolio] of the Fund with the
Investment Manager;
A-1
NOW THEREFORE, in consideration of the premises and the covenants
hereinafter contained, the Fund and the Investment Manager hereby agree as
follows:
ARTICLE 1.
Duties of the Investment Manager.
The Fund hereby employs the Investment Manager to act as the investment
adviser to and investment manager of the [Name of Portfolio](the "Portfolio")
and to manage the investment and reinvestment of the assets of the Portfolio
and to administer its affairs, subject to the supervision of the Board of
Directors of the Fund, for the period and on the terms and conditions set
forth in this Agreement. The Investment Manager hereby accepts such employment
and agrees during such period, at its own expense, to render the services and
to assume the obligations herein set forth for the compensation provided for
herein. The Investment Manager shall for all purposes herein be deemed to be
an independent contractor and shall, unless otherwise provided or authorized,
have no authority to act for or represent the Fund in any way or otherwise be
deemed an agent of the Fund other than in furtherance of its duties and
responsibilities as set forth in this Agreement.
(a) Investment Management Services. In acting as investment manager to the
Portfolio, the Investment Manager shall regularly provide the Portfolio with
such investment research, advice and management as the Fund may from time to
time consider necessary for the proper management of the Portfolio and shall
furnish continuously an investment program and shall determine which
securities shall be purchased, sold or exchanged and what portion of the
assets of the Portfolio shall be held in the various securities or other
assets, subject always to any restrictions of the Fund's Articles of
Incorporation and By-Laws, as amended or supplemented from time to time, the
provisions of applicable laws and regulations including the Investment Company
Act, and the statements relating to the Portfolio's investment objectives,
policies and restrictions as the same are set forth in the prospectus of the
Fund then-currently effective under the Securities Act of 1933 (the
"Prospectus"). Should the Board of Directors of the Fund at any time, however,
make any definite determination as to investment policy and notify the
Investment Manager thereof, the Investment Manager shall be bound by such
determination for the period, if any, specified in such notice or until
similarly notified that such determination has been revoked. The Investment
Manager shall take, on behalf of the Fund, all actions which it deems
necessary to implement the investment policies of the Portfolio, determined as
provided above, and in particular to place all
A-2
orders for the purchase or sale of portfolio securities for the Portfolio with
brokers or dealers selected by the Investment Manager. In connection with the
selection of such brokers or dealers and the placing of such orders, the
Investment Manager is directed at all times to follow the policies of the Fund
as set forth in the Prospectus. Nothing herein shall preclude the "bunching"
of orders for the sale or purchase of portfolio securities with the other
Portfolios or with other accounts managed by the Investment Manager or the
Investment Manager's general account and separate accounts. The Investment
Manager shall not favor any account over any other and any purchase or sale
orders executed contemporaneously shall be allocated in a manner it deems
equitable among the accounts involved and at a price which is approximately
averaged.
(b) Administrative Services. In addition to the performance of investment
advisory services, the Investment Manager shall perform administrative
services in connection with the management of the Portfolio. In this
connection, the Investment Manager agrees (i) to assist in managing all
aspects of the Fund's operations relating to the Portfolio, including the
coordination of all matters relating to the functions of the custodian,
transfer agent, other shareholder service agents, accountants, attorneys and
other parties performing services or operational functions for the Fund, (ii)
to provide the Fund, at the Investment Manager's expense, with services of
persons competent to perform such professional, administrative and clerical
functions as are necessary in order to provide effective administration of the
Portfolio, including duties in connection with shareholder relations, reports,
redemption requests and account adjustments and the maintenance of the books
and records required of the Fund, and (iii) to provide the Fund, at the
Investment Manager's expense, with adequate office space and related services
necessary for its operations as contemplated in this Agreement. In performing
such administrative services, the Investment Manager shall comply with all
provisions of the Fund's Articles of Incorporation and By-Laws, with all laws
and regulations to which the Fund may be subject and with all directions of
the Fund's Board of Directors.
The Investment Manager shall supply the Board of Directors and officers of
the Fund with all statistical information regarding investments which is
reasonably required by them and reasonably available to the Investment
Manager.
(c) Sub-Investment Manager. Notwithstanding any other provision of this
Agreement, the Fund and the Investment Manager may agree to the employment of
a Sub-Investment Manager to the Fund for the purpose of
A-3
providing investment management services with respect to the Portfolio,
provided that the compensation to be paid to such Sub-Investment Manager shall
be the sole responsibility of the Investment Manager and the duties and
responsibilities of the Sub-Investment Manager shall be as set forth in a sub-
investment management agreement among the Investment Manager, the Sub-
Investment Manager and the Fund on behalf of the Portfolio.
ARTICLE 2.
Allocation of Charges and Expenses.
(a) The Investment Manager. In addition to the compensation paid to any Sub-
Investment Manager as set forth in Article 1 above, the Investment Manager
shall pay the organization costs of the Fund relating to the Portfolio. The
Investment Manager also assumes expenses of the Fund relating to maintaining
the staff and personnel, and providing the equipment, office space and
facilities, necessary to perform its obligations under this Agreement.
(b) The Fund. The Fund assumes and shall pay (or cause to be paid) all other
Fund expenses, including but not limited to the following expenses: the fee
referred to in Article 3 below; interest and any other costs related to
borrowings by the Fund attributable to the Portfolio; taxes payable by the
Fund and attributable to the Portfolio; brokerage costs and other direct costs
of effecting portfolio transactions (including any costs directly related to
the acquisition, disposition, lending or borrowing of portfolio investments)
on behalf of the Portfolio; the compensation of the directors and officers of
the Fund who are not actively employed by the Investment Manager; custodian,
registration and transfer agent fees; fees of outside counsel to and of
independent auditors of the Fund selected by the Board of Directors; expenses
of printing and mailing to existing shareholders of registration statements,
prospectuses, reports, notices and proxy solicitation materials of the Fund;
all other expenses incidental to holding meetings of the Fund's shareholders;
insurance premiums for fidelity coverage and errors and omissions insurance;
and extraordinary or non-recurring expenses (such as legal claims and
liabilities and litigation costs and any indemnification related thereto)
attributable to the Portfolio. The Fund shall allocate the appropriate portion
of the foregoing expenses to the Portfolio.
All expenses of any activity which is primarily intended to result in the
sale of the Fund's shares, and certain other expenses as detailed in the
Fund's Distribution Agreement with Metropolitan Life Insurance Company, are
assumed by the distributor of the Fund's shares.
A-4
ARTICLE 3.
Compensation of the Investment Manager.
For the services rendered, the facilities furnished and expenses assumed by
the Investment Manager, the Fund shall pay to the Investment Manager at the
end of each calendar month a fee which shall accrue daily at the annual rate
specified by the schedule of fees in the Appendix to this Agreement. The
average daily value of the net assets of the Portfolio shall be determined and
computed in accordance with the description of the method of determination of
net asset value contained in the Prospectus.
ARTICLE 4.
Limitation of Liability of the Investment Manager.
(a) In the performance of advisory services as provided in Article 1(a), the
Investment Manager shall not be liable for any error of judgment or mistake of
law or for any loss suffered by the Fund in connection with any investment
policy or the purchase, sale or redemption of any securities on the
recommendation of the Investment Manager. Nothing herein contained shall be
construed to protect the Investment Manager against any liability to the Fund
or its shareholders to which the Investment Manager shall otherwise be subject
by reason of willful misfeasance, bad faith, gross negligence in the
performance of its duties on behalf of the Fund, reckless disregard of the
Investment Manager's obligations and duties under this Agreement or the
violation of any applicable law.
(b) In the performance of administrative services as provided in Article
1(b) and which the Investment Manager is obligated to perform hereunder, the
Investment Manager shall be liable to the Fund or its shareholders for any
willful or negligent act or omission in the performance of such administrative
services.
ARTICLE 5.
Activities of the Investment Manager.
The services of the Investment Manager under this Agreement are not to be
deemed exclusive, and the Investment Manager shall be free to render similar
services to others so long as its services hereunder are not impaired thereby.
It is understood that directors, officers, employees and shareholders of the
Fund are or may become interested in the Investment Manager, as directors,
officers, employees or policyholders or otherwise and that directors,
officers, employees or policyholders of the Investment
A-5
Manager are or may become similarly interested in the Fund, and that the
Investment Manager is or may become interested in the Fund as shareholder or
otherwise.
ARTICLE 6.
Duration and Termination of this Agreement.
This Agreement shall become effective as of the date first above written and
shall remain in force until May 16, 2002 and thereafter shall continue in
effect, but only so long as such continuance is specifically approved at least
annually by (i) the Board of Directors of the Fund, or by the vote of a
majority of the outstanding shares of the Portfolio, and (ii) a majority of
those directors who are not parties to this Agreement or interested persons of
any such party cast in person at a meeting called for the purpose of voting on
such approval.
This Agreement may be terminated with respect to the Portfolio at any time,
without the payment of any penalty, by the Board of Directors of the Fund, or
by vote of a majority of the outstanding shares of the Portfolio, on sixty
days' written notice to the Investment Manager, or by the Investment Manager
on sixty days' written notice to the Fund. This Agreement shall automatically
terminate in the event of its assignment.
ARTICLE 7.
Definitions.
The terms "assignment," "interested person," and "majority of the
outstanding shares," when used in this Agreement, shall have the respective
meanings specified under the Investment Company Act.
ARTICLE 8.
Amendments of this Agreement.
This Agreement may be amended by the parties only if such amendment is
specifically approved by (i) the Board of Directors of the Fund, to the extent
permitted by the Investment Company Act, or by the vote of a majority of the
outstanding shares of the Portfolio, and (ii) by the vote of a majority of
those directors of the Fund who are not parties to this Agreement or
interested persons of any such party cast in person at a meeting called for
the purpose of voting on such approval.
A-6
ARTICLE 9.
Governing Law.
The provisions of this Agreement shall be construed and interpreted in
accordance with the laws of the State of New York as at the time in effect and
the applicable provisions of the Investment Company Act. To the extent that
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.
METROPOLITAN SERIES FUND, INC.
By__________________________________________
President
Attest: _____________________
Secretary
METLIFE ADVISERS, LLC
By__________________________________________
Attest: _____________________
Assistant Secretary
A-7
Appendix
Metropolitan Series Fund Fee Schedule
{State Street Research Growth Portfolio
1st $500M .55%
next $500M .50%
above $1,000M .45% of the average daily
value of the net assets
of the Portfolio.}
{State Street Research Income Portfolio
1st $250M .35%
next $250M .30%
above $500M .25% of the average daily
value of the net assets
of the Portfolio.}
{State Street Research Diversified Portfolio
1st $500M .50%
next $500M .45%
above $1,000M .40% of the average daily
value of the net assets
of the Portfolio.}
{State Street Research Aggressive Growth Portfolio
1st $500M .75%
next $500M .70%
above $1,000M .65% of the average daily
value of the net assets
of the Portfolio.}
{State Street Research Aurora Small Cap Value Portfolio
1st $500M .85%
next $500M .80%
above $1,000M .75% of the average daily
value of the net assets
of the Portfolio.}
{State Street Research Money Market Portfolio
.25% of the average daily value of the net assets of the Portfolio.}
A-8
{MetLife Stock Index Portfolio
.25% of the average daily value of the net assets of the Portfolio.}
{MetLife Mid Cap Stock Index Portfolio
.25% of the average daily value of the net assets of the Portfolio.}
{Lehman Brothers Aggregate Bond Index Portfolio
.25% of the average daily value of the net assets of the Portfolio.}
{Russell 2000 Index Portfolio
.25% of the average daily value of the net assets of the Portfolio.}
{Morgan Stanley EAFE Index Portfolio
.30% of the average daily value of the net assets of the Portfolio.}
{Loomis Sayles High Yield Bond Portfolio
.70% of the average daily value of the net assets of the Portfolio.}
{Putnam International Stock Portfolio
1st $500M .90%
next $500M .85%
above $1,000M .80% of the average daily
value of the net assets
of the Portfolio.}
{Putnam Large Cap Growth Portfolio
1st $500M .80%
next $500M .75%
above $1,000M .70% of the average daily
value of the net assets
of the Portfolio.}
{T. Rowe Price Large Cap Growth Portfolio
1st $50M .70%
above $50M .60% of the average daily
value of the net assets
of the Portfolio.}
A-9
{T. Rowe Price Small Cap Growth Portfolio
1st $500M .55%
next $300M .50%
above $400M .45% of the average daily
value of the net assets
of the Portfolio.}
{Harris Oakmark Large Cap Value Portfolio
1st $250M .75%
above $250M .70% of the average daily
value of the net assets
of the Portfolio.}
{Neuberger Berman Partners Mid Cap Value Portfolio
1st $100M .70%
1st $250M .675%
next $500M .65%
next $750M .625%
above $1,600M .60% of the average daily
value of the net assets
of the Portfolio.}
{Janus Mid Cap Portfolio
1st $100M .75%
next $400M .70%
above $500M .65% of the average daily
value of the net assets
of the Portfolio.}
{Scudder Global Equity Portfolio
1st $50M .90%
next $50M .55%
next $400M .50%
above $500M .475% of the average daily
value of the net assets
of the Portfolio.}
A-10
EXHIBIT B
The proper name of the Portfolio will be inserted in each Portfolio's
Agreement where indicated by [Name of Portfolio]. Braces ({ }) are used to
indicate information that will vary in the each Portfolio's Agreement.
[NAME OF PORTFOLIO] SUB-INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made this 1st day of May, 2001, among Metropolitan Series Fund,
Inc., a Maryland corporation (the "Fund"), MetLife Advisers, LLC (the
"Investment Manager"), a Delaware limited liability company, and Metropolitan
Life Insurance Company, a New York corporation (the "Sub-Investment Manager");
W I T N E S S E T H :
WHEREAS, the Fund is engaged in business as a diversified open-end management
investment company and is registered as such under the Investment Company Act
of 1940 (the "Investment Company Act");
WHEREAS, the Fund, a series type of investment company, issues separate
classes (or series) of stock, each of which represents a separate portfolio of
investments;
WHEREAS, the Fund is currently comprised various portfolios, each of which
pursues its investment objectives through separate investment policies, and the
Fund may add or delete portfolios from time to time;
WHEREAS, the Sub-Investment Manager is engaged principally in the business of
insurance and also in rendering advisory services and is registered as an
investment adviser under the Investment Advisers Act of 1940; and
WHEREAS, the Fund has employed the Investment Manager to act as investment
manager of the [Name of Portfolio] as set forth in the [Name of Portfolio]
Investment Management Agreement dated May 1, 2001 between the Fund and the
Investment Manager (the "[Name of Portfolio] Investment Management Agreement");
and the Fund and the Investment Manager desire to enter into a separate sub-
investment management agreement with respect to the [Name of Portfolio] of the
Fund with the Sub-Investment Manager;
B-1
NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained, the Fund, the Investment Manager and the Sub-Investment
Manager hereby agree as follows:
ARTICLE 1.
Duties of the Sub-Investment Manager.
Subject to the supervision and approval of the Investment Manager and the
Fund's Board of Directors, the Sub-Investment Manager will manage the
investment and reinvestment of the assets of the Fund's [Name of Portfolio]
(the "Portfolio") for the period and on the terms and conditions set forth in
this Agreement. In acting as Sub-Investment Manager to the Fund with respect
to the Portfolio, the Sub-Investment Manager shall determine which securities
shall be purchased, sold or exchanged and what portion of the assets of the
Portfolio shall be held in the various securities or other assets in which it
may invest, subject always to any restrictions of the Fund's Articles of
Incorporation and By-Laws, as amended or supplemented from time to time, the
provisions of applicable laws and regulations including the Investment Company
Act, and the statements relating to the Portfolio's investment objectives,
policies and restrictions as the same are set forth in the prospectus and
statement of additional information of the Fund then currently effective under
the Securities Act of 1933 (the "Prospectus"). Should the Board of Directors
of the Fund or the Investment Manager at any time, however, make any definite
determination as to investment policy and notify in writing the Sub-Investment
Manager thereof, the Sub-Investment Manager shall be bound by such
determination for the period, if any, specified in such notice or until
similarly notified in writing that such determination has been revoked. The
Sub-Investment Manager shall take, on behalf of the Fund, all actions which it
deems necessary to implement the investment policies of the Portfolio,
determined as provided above, and in particular to place all orders for the
purchase or sale of portfolio securities for the Portfolio with brokers or
dealers selected by it.
In connection with the selection of such brokers or dealers and the placing
of such orders, the Sub-Investment Manager is directed at all times to follow
the policies of the Fund set forth in the Prospectus. Nothing herein shall
preclude the "bunching" of orders for the sale or purchase of portfolio
securities with other Fund portfolios or with other accounts managed by the
Sub-Investment Manager. The Sub-Investment Manager shall not favor any account
over any other and any purchase or sale orders executed contemporaneously
shall be allocated in a manner it deems equitable among the accounts involved
and at a price which is approximately averaged.
B-2
In connection with these services the Sub-Investment Manager will provide
investment research as to the Portfolio's investments and conduct a continuous
program of evaluation of its assets. The Sub-Investment Manager will have the
responsibility to monitor the investments of the Portfolio to the extent
necessary for the Sub-Investment Manager to manage the Portfolio in a manner
that is consistent with the investment objective and policies of the Portfolio
set forth in the Prospectus, as from time to time amended, and communicated in
writing to the Sub-Investment Manager, and consistent with applicable law,
including, but not limited to, the Investment Company Act and the rules and
regulations thereunder and the applicable provisions of the Internal Revenue
Code and the rules and regulations thereunder (including, without limitation,
subchapter M of the Code and the investment diversification aspects of Section
817(h) of the Code).
The Sub-Investment Manager will furnish the Investment Manager and the Fund
such statistical information, including prices of securities in situations
where a fair valuation determination is required or when a security cannot be
priced by the Fund's accountants, including prices of securities in situations
where a fair valuation determination is required or when a security cannot be
priced by the Fund's accountants, with respect to the investments it makes for
the Portfolio as the Investment Manager and the Fund may reasonably request.
On its own initiative, the Sub-Investment Manager will apprise the Investment
Manager and the Fund of important developments materially affecting the
Portfolio, including but not limited to any change in the personnel of the
Sub-Investment Manager responsible for the day to day investment decisions
made by the Sub-Investment Manager for the Portfolio and any material legal
proceedings against the Sub-Investment Manager by the Securities and Exchange
Commission relating to violations of the federal securities laws by the Sub-
Investment Manager, and will furnish the Investment Manager and the Fund from
time to time with similar material information that is believed appropriate
for this purpose. In addition, the Sub-Investment Manager will furnish the
Investment Manager and the Fund's Board of Directors such periodic and special
reports as either of them may reasonably request.
The Sub-Investment Manager will exercise its best judgment in rendering the
services provided for in this Article 1, and the Fund and the Investment
Manager agree, as an inducement to the Sub-Investment Manager's undertaking so
to do, that the Sub-Investment Manager will not be liable under this Agreement
for any mistake of judgment or in any other event whatsoever, except as
hereinafter provided. The Sub-Investment Manager shall for all purposes herein
be deemed to be an
B-3
independent contractor and shall, unless otherwise provided or authorized,
have no authority to act for or represent the Fund or the Investment Manager
in any way or otherwise be deemed an agent of the Fund or the Investment
Manager other than in furtherance of its duties and responsibilities as set
forth in this Agreement.
Notwithstanding any other provision of this Agreement, the Fund, the
Investment Manager and the Sub-Investment Manager may agree to the employment
of a Sub-Sub-Investment Manager to the Fund for the purpose of providing
investment management services with respect to the Portfolio, provided that
the compensation to be paid to such Sub-Sub-Investment Manager shall be the
sole responsibility of the Sub-Investment Manager and the duties and
responsibilities of the Sub-Sub-Investment Manager shall be as set forth in a
sub-sub-investment management agreement among the Investment Manager, the Sub-
Investment Manager, the Sub-Sub-Investment Manager and the Fund on behalf of
the Portfolio.
ARTICLE 2.
Sub-Investment Management Fee.
The payment of advisory fees and the allocation of charges and expenses
between the Fund and the Investment Manager with respect to the Portfolio are
set forth in the [Name of Portfolio] Investment Management Agreement. Nothing
in this [Name of Portfolio] Sub-Investment Management Agreement shall change
or affect that arrangement. The payment of advisory fees and the apportionment
of any expenses related to the services of the Sub-Investment Manager under
this Agreement shall be the sole concern of the Investment Manager and the
Sub-Investment Manager and shall not be the responsibility of the Fund.
In consideration of services rendered pursuant to this Agreement, the
Investment Manager will pay the Sub-Investment Manager on the first business
day of each month the fee at the annual rate specified by the schedule of fees
in the Appendix to this Agreement. The fee for any period from the date the
Portfolio commences operations to the end of the month will be prorated
according to the proportion which the period bears to the full month, and,
upon any termination of this Agreement before the end of any month, the fee
for the part of the month during which the Sub-Investment Manager acted under
this Agreement will be prorated according to the proportion which the period
bears to the full month and will be payable upon the date of termination of
this Agreement.
B-4
For the purpose of determining the fees payable to the Sub-Investment
Manager, the value of the Portfolio's net assets will be computed in the
manner specified in the Fund's Prospectus. The Sub-Investment Manager will
bear all of its own expenses (such as research costs) in connection with the
performance of its duties under this Agreement except for those which the
Investment Manager agrees to pay.
The Sub-Investment Manager agrees to notify promptly, upon written request,
the Investment Manager if, for any other registered investment company having
a substantially similar investment program, it agrees to (1) provide more
services or bear more expenses for a comparable or lower fee; and (2) provide
comparable services and bear comparable expenses for a lower fee.
Other Matters.
The Sub-Investment Manager may from time to time employ or associate with
itself any person or persons believed to be particularly fitted to assist in
its performance of services under this Agreement. The compensation of any such
persons will be paid by the Sub-Investment Manager, and no obligation will be
incurred by, or on behalf of, the Fund or the Investment Manager with respect
to them.
The Fund and the Investment Manager understand that the Sub-Investment
Manager now acts and will continue to act as investment manager to various
investment companies and fiduciary or other managed accounts, and the Fund and
the Investment Manager have no objection to the Sub-Investment Manager's so
acting. In addition, the Fund understands that the persons employed by the
Sub-Investment Manager to assist in the performance of the Sub-Investment
Manager's duties hereunder will not devote their full time to such service,
and nothing herein contained shall be deemed to limit or restrict the Sub-
Investment Manager's right or the right of any of the Sub-Investment Manager's
affiliates to engage in and devote time and attention to other businesses or
to render other services of whatever kind or nature.
The Sub-Investment Manager agrees that all books and records which it
maintains for the Fund are the Fund's property. The Sub-Investment Manager
also agrees upon request of the Investment Manager or the Fund, promptly to
surrender the books and records to the requester or make the books and records
available for inspection by representatives of regulatory authorities. The
Sub-Investment Manager further agrees to maintain and preserve the Fund's
books and records in accordance with the Investment Company Act and rules
thereunder.
B-5
The Sub-Investment Manager will not be liable for any error of judgment or
mistake of law or for any loss suffered by the Fund in connection with the
matters to which this Agreement relates, except for a loss resulting from
willful misfeasance, bad faith or gross negligence of the Sub-Investment
Manager in the performance of its duties or from reckless disregard of its
obligations and duties under this Agreement.
The Investment Manager has herewith furnished the Sub-Investment Manager
copies of the Fund's Prospectus, Articles of Incorporation and By-Laws as
currently in effect and agrees during the continuance of this Agreement to
furnish the Sub-Investment Manager copies of any amendments or supplements
thereto before or at the time the amendments or supplements become effective.
The Sub-Investment Manager will be entitled to rely on all documents furnished
to it by the Investment Manager or the Fund.
ARTICLE 3.
Duration and Termination of this Agreement.
This Agreement shall become effective as of the date first above written and
shall remain in force until May 16, 2002 and thereafter shall continue in
effect, but only so long as such continuance is specifically approved at least
annually by (i) the Board of Directors of the Fund, or by the vote of a
majority of the outstanding shares of the Portfolio, and (ii) a majority of
those directors who are not parties to this Agreement or interested persons of
any such party cast in person at a meeting called for the purpose of voting on
such approval.
This Agreement may be terminated with respect to the Portfolio at any time,
without the payment of any penalty, by the Board of Directors of the Fund, or
by vote of a majority of the outstanding shares of the Portfolio, on sixty
days' written notice to the Investment Manager and Sub-Investment Manager, or
by the Investment Manager on thirty days' written notice to the Sub-Investment
Manager and the Fund, or by the Sub-Investment Manager on sixty days' written
notice to the Investment Manager and the Fund. This Agreement shall
automatically terminate in the event of its assignment or in the event of the
termination of the [Name of Portfolio] Investment Management Agreement.
B-6
ARTICLE 4.
Definitions.
The terms "assignment," "interested person," and "majority of the
outstanding shares," when used in this Agreement, shall have the respective
meanings specified under the Investment Company Act.
ARTICLE 5.
Amendments of this Agreement.
This Agreement may be amended by the parties only if such amendment is
specifically approved by (i) the Board of Directors of the Fund, to the extent
permitted by the Investment Company Act, or by the vote of a majority of the
outstanding shares of the Portfolio, and (ii) by the vote of a majority of
those directors of the Fund who are not parties to this Agreement or
interested persons of any such party cast in person at a meeting called for
the purpose of voting on such approval.
ARTICLE 6.
Governing Law.
The provisions of this Agreement shall be construed and interpreted in
accordance with the laws of the State of New York as at the time in effect and
the applicable provisions of the Investment Company Act. To the extent that
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.
B-7
ARTICLE 7.
Notices.
Notices to be given hereunder shall be addressed to:
Fund: Christopher P. Nicholas
President and Chief Operating Officer
Metropolitan Series Fund, Inc.
One Madison Avenue, Area 6E
New York, New York 10010
Investment Manager: Anne M. Goggin
President
MetLife Advisers, LLC
501 Boylston Street
Boston, Massachusetts 02116
Sub-Investment Manager: Gary A. Beller, Esq.
Senior Executive Vice-President
and General Counsel
Metropolitan Life Insurance
Company
One Madison Avenue, Area 11G
New York, New York 10010
B-8
Changes in the foregoing notice provisions may be made by notice in writing
to the other parties at the addresses set forth above. Notice shall be
effective upon delivery.
METROPOLITAN SERIES FUND, INC.
By__________________________________________
President
Attest: _____________________
Secretary
METROPOLITAN LIFE INSURANCE COMPANY
By__________________________________________
Senior Executive Vice-President
Attest: _____________________
Assistant Secretary
METLIFE ADVISERS, LLC
By__________________________________________
Attest: _____________________
Assistant Secretary
B-9
Appendix
METROPOLITAN LIFE INSURANCE COMPANY
Metropolitan Series Fund Fee Schedule
The fee for the Portfolio is equal to an amount representing the actual costs
(direct and indirect) to Metropolitan of providing the services set forth in
this Agreement. Direct costs are based on actual time spent by personnel of
Metropolitan involved in managing the Portfolio. Indirect costs are allocated
based primarily on the percentage the assets of the Portfolio represent of all
assets managed by Metropolitan.
TO VOTE "FOR" ALL PROPOSALS, CHECK THE BOX TO THE RIGHT. / / FOR ALL
PROPOSALS
TO VOTE FOR, AGAINST OR ABSTAIN FROM VOTING ON SPECIFIC PROPOSALS, CHECK THE
APPROPRIATE BOXES BELOW.
1. Election of Directors
The following eight persons have been nominated by the Board of Directors of the
Fund to serve until their successors are elected and qualified:
Steve A. Garban David A. Levene Michael S. Scott Morton Toby Rosenblatt
Dean O. Morton Arthur Typermass Linda B. Strumpf H. Jesse Arnelle
//FOR ALL NOMINEES except as indicated on the line below. / / WITHHOLD authority for ALL nominees.
To withhold authority to vote for any nominee, print that nominee's name on the line below.
2. Approval of a new Investment Management Agreement / / FOR / / AGAINST / / ABSTAIN
for the Portfolio with New England Investment Management,
LLC.
3. Not applicable to the Portfolio.
4. Approval of a grant of authority to NEIM to enter into new / / FOR / / AGAINST / / ABSTAIN
new sub-investment management agreements without
additional shareholder approval under certain conditions.
5. To ratify the selection of Deloitte & Touche LLP as
independent auditors for the Fund for the year 2001. / / FOR / / AGAINST / / ABSTAIN
TO VOTE "FOR" ALL PROPOSALS, CHECK THE BOX TO THE RIGHT. / / FOR ALL
PROPOSALS
TO VOTE FOR, AGAINST OR ABSTAIN FROM VOTING ON SPECIFIC PROPOSALS, CHECK THE
APPROPRIATE BOXES BELOW.
1. Election of Directors
The following eight persons have been nominated by the Board of Directors of the
Fund to serve until their successors are elected and qualified:
Steve A. Garban David A. Levene Michael S. Scott Morton Toby Rosenblatt
Dean O. Morton Arthur Typermass Linda B. Strumpf H. Jesse Arnelle
//FOR ALL NOMINEES except as indicated on the line below. / / WITHHOLD authority for ALL nominees.
To withhold authority to vote for any nominee, print that nominee's name on the line below.
2. Approval of a new Investment Management Agreement / / FOR / / AGAINST / / ABSTAIN
for the Portfolio with New England Investment Management,
LLC.
3. Approval of a Sub-Investment Management Agreement for / / FOR / / AGAINST / / ABSTAIN
the Portfolio with Metropolitan Life Insurance Company.
4. Approval of a grant of authority to NEIM to enter into new / / FOR / / AGAINST / / ABSTAIN
new sub-investment management agreements without
additional shareholder approval under certain conditions.
5. To ratify the selection of Deloitte & Touche LLP as
independent auditors for the Fund for the year 2001. / / FOR / / AGAINST / / ABSTAIN
METROPOLITAN LIFE
INSURANCE COMPANY
VOTING INSTRUCTION FORM
FOR THE
Annual Meeting of Shareholders
of Metropolitan Series Fund, Inc.
Please fold and detach card at perforation before mailing
The undersigned hereby instructs Metropolitan Life Insurance Company
("Metropolitan") to vote the shares of the above-referenced Portfolio of the
Metropolitan Series Fund, Inc. ("Fund") as to which the undersigned is entitled
to give instructions at the Annual Meeting of Shareholders of the Fund to be
held at the Home Office of Metropolitan, 1 Madison Avenue, New York, New York
10010, at 10:00 A.M., New York City time, on April , 2001 and at any
adjournments thereof, as indicated on the reverse side.
Metropolitan and the Board of Directors of the Fund solicit your voting
instructions and recommend that you instruct us to vote "FOR" the Proposals.
Metropolitan will vote the appropriate number of Fund shares pursuant to the
instruction given. If no instruction is set forth on a returned form as to the
Proposals, Metropolitan will vote "FOR" such Proposals.
Date _________________________, 2001
Please sign in box below
NOTE: IF YOU ARE INVESTED IN MORE THAN ONE PORTFOLIO,
YOU WILL RECEIVE A FORM FOR EACH PORTFOLIO. PLEASE
SIGN AND RETURN ALL FORMS
RECEIVED. METL
Signature--Please sign exactly as
your name appears at left.
METROPOLITAN TOWER LIFE
INSURANCE COMPANY
VOTING INSTRUCTION FORM
FOR THE
Annual Meeting of Shareholders
of Metropolitan Series Fund, Inc.
Please fold and detach card at perforation before mailing
The undersigned hereby instructs Metropolitan Tower Life Insurance Company to
vote the shares of the above-referenced Portfolio of the Metropolitan Series
Fund, Inc. ("Fund") as to which the undersigned is entitled to give instructions
at the Annual Meeting of Shareholders of the Fund to be held at the Home Office
of Metropolitan Life Insurance Company, 1 Madison Avenue, New York, New York
10010, at 10:00 A.M., New York City time, on April , 2001 and at any
adjournments thereof, as indicated on the reverse side.
Metropolitan Tower and the Board of Directors of the Fund solicit your voting
instructions and recommend that you instruct us to vote "FOR" the Proposals.
Metropolitan Tower will vote the appropriate number of Fund shares pursuant to
the instruction given. If no instruction is set forth on a returned form as to
the Proposals, Metropolitan Tower will vote "FOR" such Proposals.
Date _________________________, 2001
Please sign in box below
NOTE: IF YOU ARE INVESTED IN MORE THAN ONE PORTFOLIO,
YOU WILL RECEIVE A FORM FOR EACH PORTFOLIO. PLEASE
SIGN AND RETURN ALL FORMS
RECEIVED. METL
Signature--Please sign exactly as
your name appears at left.
NEW ENGLAND LIFE
INSURANCE COMPANY
VOTING INSTRUCTION FORM
FOR THE
Annual Meeting of Shareholders
of Metropolitan Series Fund, Inc.
Please fold and detach card at perforation before mailing
The undersigned hereby instructs New England Life Insurance Company ("NELICO")
to vote the shares of the above-referenced Portfolio of the Metropolitan Series
Fund, Inc. ("Fund") as to which the undersigned is entitled to give instructions
at the Annual Meeting of Shareholders of the Fund to be held at the Home Office
of Metropolitan Life Insurance Company, 1 Madison Avenue, New York, New York
10010, at 10:00 A.M., New York City time, on April , 2001 and at any
adjournments thereof, as indicated on the reverse side.
NELICO and the Board of Directors of the Fund solicit your voting instructions
and recommend that you instruct us to vote "FOR" the Proposals. NELICO will vote
the appropriate number of Fund shares pursuant to the instruction given. If no
instruction is set forth on a returned form as to the Proposals, NELICO will
vote "FOR" such Proposals.
Date _________________________, 2001
Please sign in box below
NOTE: IF YOU ARE INVESTED IN MORE THAN ONE PORTFOLIO,
YOU WILL RECEIVE A FORM FOR EACH PORTFOLIO. PLEASE
SIGN AND RETURN ALL FORMS
RECEIVED. METL
Signature--Please sign exactly as
your name appears at left.
SECURITY FIRST LIFE
INSURANCE COMPANY
VOTING INSTRUCTION FORM
FOR THE
Annual Meeting of Shareholders
of Metropolitan Series Fund, Inc.
Please fold and detach card at perforation before mailing
The undersigned hereby instructs Security First Life Insurance Company
("Security First") to vote the shares of the above-referenced Portfolio of the
Metropolitan Series Fund, Inc. ("Fund") as to which the undersigned is entitled
to give instructions at the Annual Meeting of Shareholders of the Fund to be
held at the Home Office of Metropolitan Life Insurance Company, 1 Madison
Avenue, New York, New York 10010, at 10:00 A.M., New York City time, on April ,
2001 and at any adjournments thereof, as indicated on the reverse side.
Security First and the Board of Directors of the Fund solicit your voting
instructions and recommend that you instruct us to vote "FOR" the Proposals.
Security First will vote the appropriate number of Fund shares pursuant to the
instruction given. If no instruction is set forth on a returned form as to the
Proposals, Security First will vote "FOR" such Proposals.
Date _________________________, 2001
Please sign in box below
NOTE: IF YOU ARE INVESTED IN MORE THAN ONE PORTFOLIO,
YOU WILL RECEIVE A FORM FOR EACH PORTFOLIO. PLEASE
SIGN AND RETURN ALL FORMS
RECEIVED. METL
Signature--Please sign exactly as
your name appears at left.
GENERAL AMERICAN LIFE
INSURANCE COMPANY
VOTING INSTRUCTION FORM
FOR THE
Annual Meeting of Shareholders
of Metropolitan Series Fund, Inc.
Please fold and detach card at perforation before mailing
The undersigned hereby instructs General American Life Insurance Company
("GenAm") to vote the shares of the above-referenced Portfolio of the
Metropolitan Series Fund, Inc. ("Fund") as to which the undersigned is entitled
to give instructions at the Annual Meeting of Shareholders of the Fund to be
held at the Home Office of Metropolitan Life Insurance Company, 1 Madison
Avenue, New York, New York 10010, at 10:00 A.M., New York City time, on April ,
2001 and at any adjournments thereof, as indicated on the reverse side.
GenAm and the Board of Directors of the Fund solicit your voting instructions
and recommend that you instruct us to vote "FOR" the Proposals. GenAm will vote
the appropriate number of Fund shares pursuant to the instruction given. If no
instruction is set forth on a returned form as to the Proposals, GenAm will vote
"FOR" such Proposals.
Date _________________________, 2001
Please sign in box below
NOTE: IF YOU ARE INVESTED IN MORE THAN ONE PORTFOLIO,
YOU WILL RECEIVE A FORM FOR EACH PORTFOLIO. PLEASE
SIGN AND RETURN ALL FORMS
RECEIVED. METL
Signature--Please sign exactly as
your name appears at left.
COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY
VOTING INSTRUCTION FORM
FOR THE
Annual Meeting of Shareholders
of Metropolitan Series Fund, Inc.
Please fold and detach card at perforation before mailing
The undersigned hereby instructs COVA Financial Services Life Insurance Company
("COVA") to vote the shares of the above-referenced Portfolio of the
Metropolitan Series Fund, Inc. ("Fund") as to which the undersigned is entitled
to give instructions at the Annual Meeting of Shareholders of the Fund to be
held at the Home Office of Metropolitan Life Insurance Company, 1 Madison
Avenue, New York, New York 10010, at 10:00 A.M., New York City time, on April ,
2001 and at any adjournments thereof, as indicated on the reverse side.
COVA and the Board of Directors of the Fund solicit your voting instructions and
recommend that you instruct us to vote "FOR" the Proposals. COVA will vote the
appropriate number of Fund shares pursuant to the instruction given. If no
instruction is set forth on a returned form as to the Proposals, COVA will vote
"FOR" such Proposals.
Date _________________________, 2001
Please sign in box below
NOTE: IF YOU ARE INVESTED IN MORE THAN ONE PORTFOLIO,
YOU WILL RECEIVE A FORM FOR EACH PORTFOLIO. PLEASE
SIGN AND RETURN ALL FORMS
RECEIVED. METL
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your name appears at left.