METROPOLITAN SERIES FUND, INC.
EXPENSE AGREEMENT
AGREEMENT dated as of May 1, 2004 by and between Metropolitan Series
Fund, Inc., a Maryland corporation (the "Fund"), and MetLife Advisers, LLC, a
Delaware limited liability company (the "Adviser").
WHEREAS, the Adviser is the investment adviser of several series of
shares of common stock (each, a "Portfolio") of the Fund pursuant to separate
investment advisory agreements relating to each Portfolio; and
WHEREAS, the shares of each Portfolio have been divided into two or
more classes of shares (each, a "Class");
NOW, THEREFORE, the Fund and the Adviser hereby agree as follows:
1. Until further notice from the Adviser to the Fund, but in no event prior to
April 30, 2005, the Adviser will waive such portion of the fees payable to it
under the investment management agreement relating to each Portfolio listed in
this Section 1, or pay such portion of the other operating expenses (excluding
brokerage costs, interest, taxes or extraordinary expenses) ("Operating
Expenses") allocable to each Class incurred in the operation of each Portfolio,
as is necessary to reduce the total Operating Expenses of each Class of each
Portfolio to the following annual percentages of the average daily net assets of
the respective Class of each Portfolio as set forth below:
Portfolio/Class Percentage
--------------- ----------
Met/▇▇▇▇▇▇ Voyager Portfolio - Class A 1.00
Met/▇▇▇▇▇▇ Voyager Portfolio - Class E 1.15
Met/▇▇▇▇▇▇ Voyager Portfolio - Class B 1.25
Franklin ▇▇▇▇▇▇▇▇▇ Small Cap Growth Portfolio - Class A 1.15
Franklin ▇▇▇▇▇▇▇▇▇ Small Cap Growth Portfolio - Class E 1.30
Franklin ▇▇▇▇▇▇▇▇▇ Small Cap Growth Portfolio - Class B 1.40
State Street Research Large Cap Value Portfolio - Class A 0.95
State Street Research Large Cap Value Portfolio - Class E 1.10
State Street Research Large Cap Value Portfolio - Class B 1.20
MFS Investors Trust Portfolio -- Class A 1.00
MFS Investors Trust Portfolio -- Class E 1.15
MFS Investors Trust Portfolio -- Class B 1.25
2. The Fund, on behalf of each Portfolio, agrees to repay to the Adviser the
amount of fees
waived and expenses borne by the Adviser with respect to each Class of Franklin
▇▇▇▇▇▇▇▇▇ Small Cap Growth Portfolio, State Street Research Large Cap Value
Portfolio, and MFS Investors Trust Portfolio pursuant to Section 1 of this
Agreement, subject to the limitations provided in this Section 2. Such repayment
shall be made monthly, but only if the Operating Expenses of the Class in
question, without regard to such repayment, are at an annual rate (as a
percentage of average daily net assets of that Class) based on that Portfolio's
then-current fiscal year that is less than the percentage rate for such Class as
set forth in Section 1. Furthermore, the amount repaid by the Fund in any month
shall be limited so that the sum of (a) the amount of such repayment and (b) the
other Operating Expenses allocable to the Class do not exceed the annual rate
(as a percentage of that Class' average daily net assets) for such Class as set
forth in Section 1.
Amounts of fees waived and expenses borne by the Adviser with respect to
expenses allocable to each Class pursuant to Section 1 during any fiscal year of
the applicable Portfolio shall not be repayable if the amounts allocable to such
Class and repayable by the Fund pursuant to the immediately preceding two
sentences during the period ending three years after the end of such fiscal year
in the case of Franklin ▇▇▇▇▇▇▇▇▇ Small Cap Growth Portfolio and MFS Investors
Trust Portfolio; and five years after the end of such fiscal year in the case of
State Street Research Large Cap Value Portfolio are not sufficient to completely
repay such amounts of fees waived and expenses borne. In no event will the Fund
be obligated to repay any fees waived or expenses allocable to any Class borne
by the Adviser with respect to any other Class.
3. The Adviser may by notice in writing to the Fund terminate its obligation
under Section 1 to waive fees or bear expenses with respect to any Portfolio
following April 30, 2005 (or change the percentage specified in Section 1 with
respect to each Portfolio), but no such change shall affect the obligation
(including the amount of the obligation) of the Fund to repay amounts of fees
waived or expenses borne by the Adviser during periods prior to the date
specified in such notice, if any such obligation is in effect pursuant to
Section 2 herein.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
METROPOLITAN SERIES FUND, INC.
By:___________________________________
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President, Chief Executive Officer and Chairman
METLIFE ADVISERS, LLC
By:___________________________________
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Senior Vice President
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