METROPOLITAN SERIES FUND, INC.

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrantx                        Filed by a Party other than the Registrant¨

Check the appropriate box:

METROPOLITAN SERIES FUND, INC.

(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (check the appropriate box):

METROPOLITAN SERIES FUND, INC.

Harris Oakmark Focused501 Boylston Street

Boston, Massachusetts 02116

Dear Contract Holder:

I am writing to ask for your vote on important matters concerning your investment in the series (each, a “Portfolio” and collectively, the “Portfolios”) of Metropolitan Series Fund, Inc. (the “Fund”). The Board of Directors of the Fund (the “Board”) has called a special meeting of shareholders of the Portfolios scheduled for February 24, 2012 at the offices of MetLife Advisers, LLC, 501 Boylston Street, Boston, Massachusetts 02116, at 10:00 a.m. Eastern Time (the “Meeting”). The purpose of the Meeting is to ask shareholders to consider the following important proposals:

(I) To elect Directors of the Fund (“Proposal I”);

(II) To approve for each Portfolio of the Fund an Amended and Restated Advisory Agreement between the Fund, on behalf of such Portfolio, and MetLife Advisers, LLC, the Fund’s investment adviser (the “Manager”) (“Proposal II”); and

(III) To approve an Agreement and Plan of Reorganization (the “Reorganization Agreement”) providing for (i) the transfer of all of the assets of each Portfolio of the Fund to, and the assumption of all of the liabilities of each Portfolio of the Fund by, a separate, corresponding newly-formed series (a “New Portfolio”) of Metropolitan Series Fund, a newly-formed Delaware statutory trust (the “New Trust”), in exchange for shares of the corresponding New Portfolio; (ii) the distribution of such shares to the shareholders of each Portfolio in complete liquidation of the Portfolio; and (iii) the dissolution of the Fund under Maryland law (collectively, the “Reorganization”) (“Proposal III” and, together with Proposal I and Proposal II, the “Proposals”).

In addition, shareholders may be asked to consider and act upon other matters which may properly come before the Meeting or any adjournment or postponement thereof.

In Proposal I, shareholders are asked to elect four (4) new directors and re-elect five (5) existing directors for, among other things, the purpose of substantially aligning the membership of the Board with the board that oversees the other investment company portfolios advised by the Manager (the “MIST Portfolios” and, together with the Portfolios, the “MetLife Funds Complex”). The Board has determined that it would be beneficial to the Fund and that certain efficiencies may inure to the Fund if substantially similar boards were responsible for the oversight of all of the funds in the MetLife Funds Complex given, among other things, the increased similarity between the operations of the Portfolios and the MIST Portfolios and the additional responsibilities imposed on board members generally as a result of recent regulatory developments. If elected, each of the board members, except for me, is expected to qualify as a board member who is not an “interested person” (as defined in the Investment Company Act of 1940, as amended) of the Fund.

In Proposal II, shareholders of each Portfolio are asked to approve an Amended and Restated Advisory Agreement with the Manager for the purpose of revising the terms of that Agreement to reflect, among other things, that the Fund may retain a third party to perform administrative services for each Portfolio at the Portfolio’s expense, and to limit generally the Manager’s role in respect of those administrative services to supervising and overseeing them. Under the Amended and Restated Advisory Agreement for each Portfolio, the Manager would no longer be obligated to provide administrative services to the Portfolios.

If shareholders of a Portfolio approve Proposal II, the Fund expects, at a future date, to retain for the Portfolio a third-party service provider that specializes in providing administrative services to mutual funds. The Manager and Board believe the Portfolios may benefit over the long term from the retention of a third-party administrator dedicated to the business of providing administrative services to mutual fund families. If Proposal II were approved by each Portfolio and a third-party administrator were retained on behalf of the Portfolios, the Manager estimates, based on a preliminary review of the market, that each Portfolio’s total annual operating expenses would increase by less than 0.005% of the Portfolio’s average daily net assets, assuming current asset levels for the funds in the MetLife Funds Complex remain the same and that the entire MetLife Funds Complex retains the same third-party administrator. There can be no assurances that a Portfolio’s total annual operating expenses will not increase by more than the amount shown above.

In addition, with respect to the advisory agreements of the Barclays Capital Aggregate Bond Index Portfolio, Loomis Sayles Small Cap Growth Portfolio, MetLife Mid Cap Stock Index Portfolio, MetLife Stock Index Portfolio, MFS Value Portfolio, Morgan Stanley EAFE Index Portfolio, Neuberger Berman Mid Cap Value Portfolio, Oppenheimer Global Equity Portfolio, Russell 2000 Index Portfolio, T. Rowe Price Large Cap Growth Portfolio and T. Rowe Price Small Cap Growth Portfolio only (collectively, the “Group A Portfolios”), additional amendments are proposed to modernize the terms of the Group A Portfolios’ advisory agreements and to align the terms of the Group A Portfolios’ current advisory agreements with those of the advisory agreements of the other Portfolios of the Fund.

In Proposal III, shareholders are asked to approve the reorganization of the Fund, currently a Maryland corporation, as a Delaware statutory trust. The New Trust expects to adopt the registration statement of the Fund, such that each New Portfolio is expected to have, immediately after the Reorganization, the same investment objectives and policies as the corresponding Portfolio to whose business it will succeed. In addition, each New Portfolio is expected to be managed by the same investment adviser, subadviser (if applicable) and portfolio managers as its corresponding Portfolio. No changes to any of the Portfolios’ expense structures would be expected to result if Proposal III is approved by shareholders. The Manager and Board believe the Fund may benefit from certain flexibility provided by the Reorganization (e.g., the ability to authorize the issuance of an unlimited number of shares) and certain efficiencies that may be achieved by having all of the funds in the MetLife Funds Complex organized as Delaware statutory trusts (e.g., the elimination

of certain legal costs that result from operating a family of funds that does not have uniform organizational documents).

After careful consideration, the Board unanimously recommends that you vote “FOR” each Proposal.

A Notice of Special Meeting of Shareholders is enclosed, followed by a proxy statement relating to the Proposals (the “Proxy Statement”). Please review the enclosed Proxy Statement for a more detailed description of the Proposals.

As an owner of a variable life insurance policy or variable annuity contract issued by separate accounts of Metropolitan Life Insurance Company and its insurance company affiliates (collectively, the “Insurance Companies”), you have the right to instruct your Insurance Company how to vote at the Meeting on the Proposals. You may give voting instructions for the number of shares of the relevant Portfolio(s) attributable to your life insurance policy or annuity contract as of the record time at the close of business on November 30, 2011.

Your vote is very important to us regardless of the number of shares attributable to your variable life insurance policy or variable annuity contract. Whether or not you plan to attend the Meeting in person, please read the Proxy Statement and cast your vote promptly. It is important that your vote bereceived by no later than the time of the Meeting on February 24, 2012. VOTING IS QUICK AND EASY. EVERYTHING YOU WILL REQUIRE IS ENCLOSED. To cast your vote simply complete, sign and return the Voting Instruction Card in the enclosed postage-paid envelope. As an alternative to voting by mail you may also vote either via the Internet or by telephone, as explained on the Voting Instruction Card.

We encourage you to vote via the Internet or by telephone using the control number that appears on your enclosed Voting Instruction Card. Use of Internet or telephone voting will reduce the time and costs associated with this proxy solicitation.

If you have any questions after considering the enclosed materials, please call your financial representative.

Sincerely,

Elizabeth M. Forget

President

METROPOLITAN SERIES FUND, INC.

Artio International Stock Portfolio

Barclays Capital Aggregate Bond Index Portfolio

BlackRock Aggressive Growth Portfolio

BlackRock Bond Income Portfolio

BlackRock Diversified Portfolio

BlackRock Large Cap Value Portfolio

BlackRock Legacy Large Cap Growth Portfolio

BlackRock Money Market Portfolio

Davis Venture Value Portfolio

FI Value Leaders Portfolio

Jennison Growth Portfolio

Loomis Sayles Small Cap Core Portfolio

Loomis Sayles Small Cap Growth Portfolio

Met/Artisan Mid Cap Value Portfolio

Met/Dimensional International Small Company Portfolio

MetLife Conservative Allocation Portfolio

MetLife Conservative to Moderate Allocation Portfolio

MetLife Mid Cap Stock Index Portfolio

MetLife Moderate Allocation Portfolio

MetLife Moderate to Aggressive Allocation Portfolio

MetLife Stock Index Portfolio

MFS^® Total Return Portfolio

MFS^® Value Portfolio

Morgan Stanley EAFE Index Portfolio

Neuberger Berman Genesis Portfolio

Neuberger Berman Mid Cap Value Portfolio

Oppenheimer Global Equity Portfolio

Russell 2000 Index Portfolio

T. Rowe Price Large Cap Growth Portfolio

T. Rowe Price Small Cap Growth Portfolio

Van Eck Global Natural Resources Portfolio

Western Asset Management Strategic Bond Opportunities Portfolio

Western Asset Management U.S. Government Portfolio

Zenith Equity Portfolio

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

Notice is hereby given that a Special Meeting (the “Meeting”) of the shareholders of the Harris Oakmark Focused Value Portfolio (the “Portfolio”) of Metropolitan Series Fund, Inc. (the “Fund”) and each series of the Fund (each, a “Portfolio” and, collectively, the “Portfolios”) will be held at 1010:00 a.m. Eastern Time on April 30, 2009,February 24, 2012, at the offices of MetLife Advisers, LLC (the “Manager”), 501 Boylston Street, Boston, Massachusetts 02116 for the following purposes:

In addition, shareholders may be asked to consider and act upon other matters which may properly come before the Meeting or any adjournment or postponement thereof.

Shareholders of record asat the close of 4:00 p.m. Eastern Timebusiness on JanuaryNovember 30, 20092011, are entitled to notice of and to vote at the Meeting and any adjourned or postponed session thereof.

By order of the Board of Directors of the Fund,

March 5, 2009

Michael P. Lawlor, Assistant Secretary

[                    ], 2011

NOTICE: YOUR VOTE IS IMPORTANT. PLEASE FILL IN, DATE, SIGN AND RETURN THE ENCLOSED VOTING INSTRUCTION FORMCARD PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE WHETHER OR NOT YOU PLAN TO BE PRESENT AT THE MEETING. YOU CAN ALSO VOTE VIA THE INTERNET OR BY PHONE OR ELECTRONICALLYTELEPHONE BY FOLLOWING THE SIMPLE INSTRUCTIONS THAT APPEAR ON THE ENCLOSED VOTING INSTRUCTION FORM.CARD. YOU MAY STILL VOTE IN PERSON IF YOU ATTEND THE MEETING.

METROPOLITAN SERIES FUND, INC.

Harris Oakmark Focused Value Portfolio

501 Boylston Street

Boston, Massachusetts 02116

Artio International Stock Portfolio

Barclays Capital Aggregate Bond Index Portfolio

BlackRock Aggressive Growth Portfolio

BlackRock Bond Income Portfolio

BlackRock Diversified Portfolio

BlackRock Large Cap Value Portfolio

BlackRock Legacy Large Cap Growth Portfolio

BlackRock Money Market Portfolio

Davis Venture Value Portfolio

FI Value Leaders Portfolio

Jennison Growth Portfolio

Loomis Sayles Small Cap Core Portfolio

Loomis Sayles Small Cap Growth Portfolio

Met/Artisan Mid Cap Value Portfolio

Met/Dimensional International Small Company Portfolio

MetLife Conservative Allocation Portfolio

MetLife Conservative to Moderate Allocation Portfolio

MetLife Mid Cap Stock Index Portfolio

MetLife Moderate Allocation Portfolio

MetLife Moderate to Aggressive Allocation Portfolio

MetLife Stock Index Portfolio

MFS^® Total Return Portfolio

MFS^® Value Portfolio

Morgan Stanley EAFE Index Portfolio

Neuberger Berman Genesis Portfolio

Neuberger Berman Mid Cap Value Portfolio

Oppenheimer Global Equity Portfolio

Russell 2000 Index Portfolio

T. Rowe Price Large Cap Growth Portfolio

T. Rowe Price Small Cap Growth Portfolio

Van Eck Global Natural Resources Portfolio

Western Asset Management Strategic Bond Opportunities Portfolio

Western Asset Management U.S. Government Portfolio

Zenith Equity Portfolio

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PROXY STATEMENT

This Proxy Statement is being furnished in connection with the solicitation of voting instructions by the Board of Directors (the “Board of Directors”Directors,” the “Board,” or the “Directors”) of Metropolitan Series Fund, Inc. (the “Fund”) for use at the special meeting (the “Meeting”) of shareholders of the Harris Oakmark Focused Value Portfolio (theFund and each of the Fund’s series (each, a “Portfolio” and, collectively, the “Portfolios”). The Meeting will be held at 1010:00 a.m. Eastern Time on April 30, 2009,February 24, 2012, at the offices of MetLife Advisers, LLC, 501 Boylston Street, Boston, Massachusetts 02116. This Proxy Statement and its enclosures are being mailed to shareholders of the PortfolioPortfolios beginning on or about March 9, 2009.January 3, 2012. Shareholders of record at the close of business on JanuaryNovember 30, 20092011 (the “Record Date”) are entitled to vote on the proposals, as set forth below.

THE PROPOSALS

As described in greater detail below, this Proxy Statement relates to proposals to (i) elect Directors of the proposal toFund for the purpose of, among other things, substantially aligning the membership of the Board with the board that oversees the other portfolios in the MetLife Funds Complex (as defined below) (“Proposal I”); (ii) approve for each Portfolio of the Portfolio a new subadvisory agreement between MetLife Advisers, LLC (the “Manager”)Fund an Amended and Artisan Partners Limited Partnership (“Artisan Partners”) (“Proposal 1”), and the proposal to approve for the Portfolio an amended and restated advisory agreementRestated Advisory Agreement between the Fund, on behalf of thesuch Portfolio, and MetLife Advisers, LLC, the ManagerFund’s investment adviser (the “Manager”) (“Proposal 2”II”); and (iii) approve an Agreement and Plan of Reorganization (the “Reorganization Agreement”) providing for (a) the transfer of all of the assets of each Portfolio of the Fund to, and the assumption of all of the liabilities of each Portfolio of the Fund by, a separate, corresponding newly-formed series (a “New Portfolio”) of Metropolitan Series Fund, a newly formed Delaware statutory trust (the “New Trust”), in exchange for shares of the corresponding New Portfolio; (b) the distribution of such shares to the shareholders of each Portfolio in complete liquidation of each Portfolio; and (c) the dissolution of the Fund under Maryland law (collectively, the “Reorganization”) (“Proposal III” and, together with Proposal I and Proposal II, the “Proposals”). Implementation

With respect to Proposals I and III, the shareholders of the Portfolios will vote together as a single class. With respect to Proposal 1II, the shareholders of each Portfolio will vote separately. The approval and implementation of any one of the Proposals is not contingent uponon the approval of Proposal 2.any of the other Proposals.

I. INTRODUCTION

The Fund, an open-end management investment company, is a Maryland corporation that was formed in 1982. The Fund is a series-type company with 3834 separate series (or “Portfolios”). The Manager advises a number of other investment companies (the “MIST Portfolios” and together with the Portfolios, the “MetLife Funds Complex”) that are series of a separate entity, Met Investors Series Trust (“MIST”), formed as a Delaware statutory trust. At a meeting of the Fund’s Board on

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August 18, 2011 (the “August Meeting”), the Manager introduced a number of proposals to the Board that were intended to align more closely the operations of the Portfolios and the MIST Portfolios. The Manager proposed (i) aligning substantially the membership of the Board with the membership of the Board of Trustees of MIST (the “MIST Board” or investment portfolios. The Portfolio is onethe “MIST Trustees”) by electing certain of the MIST Trustees to serve on the Fund’s Board; (ii) amending each Portfolio’s existing advisory agreement for the purpose of revising the terms of those investment portfolios. agreements to reflect that the Fund may retain a third party to perform administrative services for each Portfolio at such Portfolio’s expense, and to limit the Manager’s role in respect of those administrative services to supervising and overseeing them; and (iii) reorganizing the Fund as a Delaware statutory trust.

The Board formed a Special Ad Hoc Committee (the “Special Committee”), comprised solely of Directors of the Fund who are not “interested persons” (as defined in the Investment Company Act of 1940, as amended (the “1940 Act”)) of the Fund (“Independent Directors”) to evaluate the proposals made by the Manager currently serves as investment adviserat the August Meeting. The Special Committee held its first meeting on August 18, 2011 during which it considered, among other things, the information it would need to evaluate the Manager’s proposals.

Over the following three months, the Special Committee met in person and by phone several more times to discuss and evaluate information provided by the Manager in respect of the proposals; provide comments on the materials and information provided by the Manager regarding the proposals; review and discuss the experience and qualifications of the MIST Trustees under consideration to be nominated to the Portfolio pursuantFund’s Board; and request, where necessary, additional information from the Manager. During that period, members of the Special Committee also attended a meeting of the MIST Board and met separately with the Trustees of MIST who are not “interested persons” (as defined in the 1940 Act) of MIST.

On November 10, 2011, the Special Committee met to review and discuss an additional proposal from the Manager to align substantially the advisory agreement, dated August 5, 2003,agreements of each of the Portfolios and, as amended,part of that proposal, to modernize the terms of certain of the Portfolios’ advisory agreements.

Throughout its review of the proposals, the Special Committee was advised by counsel to the Fund and separate counsel to the Independent Directors.

At a meeting of the Fund’s Board on November 16-17, 2011 (the “November Meeting”), the Manager made a revised presentation regarding each of the Proposals. Based upon the unanimous recommendation of the Special Committee and the Board’s own review of the Proposals, the Board approved a form of Amended and Restated Advisory Agreement between the Fund, on behalf of the Portfolio, and the Manager (the “Existing Advisory Agreement”). Harris Associates L.P. (“Harris Associates”) acts as subadviser to the Portfolio pursuant to a subadvisory agreement dated May 1, 2003, as amended, between Harris Associates and the Manager (the “Existing Subadvisory Agreement”).

At meetings of the Fund’s Board of Directors on January 27, 2009 and February 24-25, 2009, the Manager proposed that (i) the Fund hire Artisan Partners to replace Harris Associates as the subadviser to the Portfolio and (ii) the Fund amend the Portfolio’s existing advisory agreement with the Manager. The Board of Directors received information regarding the Manager’s process for reviewing potential candidates to replace Harris Associates and Artisan

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Partners’ performance history managing a mutual fund with substantially similar investment policies, investment approach, trading factors and certain other information deemed relevant by the Manager or the Board. In response to these proposals, the Board of Directors approved a new subadvisory agreement between the Manager and Artisan Partners, with respect to the Portfolio (the “New Subadvisory Agreement”), an amended and restated advisory agreement between the Fund, on behalf of theeach Portfolio, and the Manager (the “Amended Advisory Agreement”) and the callingReorganization Agreement. Acting on nominations made by the Board’s Nominating Committee, the Fund’s Board approved

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the nominations of Messrs. Stephen M. Alderman, Robert Boulware and Daniel A. Doyle and Ms. Susan C. Gause, each currently a MIST Trustee, to the Fund’s Board. In addition, the Board determined to seek the re-election of Mses. Nancy Hawthorne, Linda B. Strumpf, Dawn M. Vroegop and Elizabeth M. Forget and Mr. Keith M. Schappert by shareholders of the Fund. The Board also called a shareholder meeting for the purpose of asking shareholders to act on Proposal 1 and Proposal 2.the Proposals.

If elected, any newly elected directors will join the Fund’s Board and, if approved, by shareholders, the New Subadvisory Agreement will go into effect on May 1, 2009. If approved by shareholders, theany Amended Advisory Agreement will go into effect on May 1, 2009. Approval of the New Subadvisory Agreement is contingent upon shareholder approval of the Amended Advisory Agreement.

The Directors recommend that shareholders of the Portfolio approve the New Subadvisory Agreement and the Amended Advisory Agreement.

II. THE EXISTING AGREEMENTS

Description of the Existing Advisory Agreement

The Manager currently servesbecome effective as investment adviser to the Portfolio pursuant to the Existing Advisory Agreement.Portfolios approving it on or about April 30, 2012. The Existing Advisory Agreement was most recently approved by the Portfolio’s shareholders at a meeting held on April 25, 2003, in connection with the commencemnt of operations of the Portfolio and its acquisition of the asssets of a predecessor portfolio, which was a series of New England Zenith Fund. The Directors most recently approved the renewal of the Existing Advisory Agreement at a meeting held on November 6-7, 2008.

The Existing Advisory Agreement provides that the Manager will, subject to its rights to delegate certain responsibilities to another party or parties, provide the Portfolio both portfolio management services and administrative services. The Manager furnishes or pays the expenses of the Portfolio for office space, facilities and equipment, services of executive and other personnel of the Portfolio and certain administrative services pursuant to the Existing Advisory Agreement.

Under the Existing Advisory Agreement, a management fee is payable by the Portfolio to the Manager at the annual rate of 0.750% of the first $1 billion of the Portfolio’s average daily net assets, 0.700% of the next $1.5 billion of such assets, 0.675% of the next $2.5 billion of such assets and 0.650% of such assets in excess of $5 billion. The aggregate management fee payable by the Portfolio during the fiscal year ended December 31, 2008 was $10,228,259, which was 0.73% of the Portfolio’s average daily net assets.

The Fund has adopted a distribution plan under Rule 12b-1 of the Investment Company Act of 1940 (the “1940 Act”) for the Portfolio’s Class B and Class E shares. For the fiscal year ended December 31, 2008, the Class B shares and Class E shares of the Portfolio paid aggregate fees of $1,259,976 to affiliates of the Manager pursuant to the distribution plan.

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Description of the Existing Subadvisory Agreement

Harris Associates currently serves as investment subadviser to the Portfolio pursuant to the Existing Subadvisory Agreement. The Existing Subadvisory Agreement was most recently approved by the Portfolio’s shareholders at a meeting held on April 25, 2003, in connection with the commencemnt of operations of the Portfolio and its acquisition of the asssets of a predecessor portfolio, which was a series of New England Zenith Fund. The Directors most recently approved the renewal of the Existing Subadvisory Agreement at a meeting held on November 6-7, 2008.

Under the Existing Subadvisory Agreement, the Manager has delegated its portfolio management responsibilities for the Portfolio to Harris Associates. The Existing Subadvisory Agreement requires Harris Associates to manage, subject to the supervision and approval of the Manager and the Board of Directors, the investment and reinvestment of the assets of the Portfolio. Harris Associates is authorized to take, on behalfreorganization of the Fund, all actions which it deems necessaryif approved, is expected to implementclose on April 30, 2012, although the investment policies of the Portfolio, anddate may be adjusted in particular to place all orders for the purchase or sale of portfolio securities for the Portfolio with brokers or dealers selected by Harris Associates. In connection with these services, Harris Associates is obligated to make periodic reports to the Manager.

Under the Existing Subadvisory Agreement, the Manager pays a subadvisory fee to Harris Associates at the annual rate of 0.450% of the first $100 million of the Portfolio’s average daily net assets, 0.400% of the next $400 million of such assets, 0.350% of the next $2 billion of such assets, 0.325% of the next $2.5 billion of such assets and 0.300% of the amount of such assets in excess of $5 billion. Under the Existing Subadvisory Agreement, for the fiscal year ended December 31, 2008, the Manager paid an aggregate subadvisory fee with respect to the Portfolio of $5,173,641 to Harris Associates, which was 0.37% of the Portfolio’s average daily net assets.

III. THE PROPOSALS

Proposal 1: Approval of the New Subadvisory Agreement

Description of the New Subadvisory Agreement

The form of the New Subadvisory Agreement appears in Appendix A. The next several paragraphs briefly summarize some important provisions of the New Subadvisory Agreement, but for a complete understanding of the New Subadvisory Agreement you should read Appendix A.

The New Subadvisory Agreement requires Artisan Partners to manage the investment and reinvestment of the Portfolio’s assets, subject to the supervision of the Directors and Manager. The New Subadvisory Agreement requires that Artisan Partners do so in conformity with (i) the investment objective, policies and restrictions of the Portfolio set forth in the Fund’s prospectus

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and statement of additional information relating to the Portfolio, (ii) any additional policies or guidelines established by the Manager or by the Directors and (iii) other applicable laws and regulations. Subject to the foregoing, the New Subadvisory Agreement generally authorizes Artisan Partners to effect portfolio transactions in its discretion and without prior consultationaccordance with the Manager. The New Subadvisory Agreement also requires Artisan Partners to make periodic reports to the Manager.

Under the New Subadvisory Agreement, Artisan Partners is compensated at the annual rate of 0.470% of the first $500 million of the Portfolio’s average daily net assets, 0.450% of the next $500 million of such assets and 0.430% of the amount of such assets in excess of $1 billion. The Portfolio pays no fee to Artisan Partners under the New Subadvisory Agreement; fees to Artisan Partners are payable solely by the Manager.

The New Subadvisory Agreement provides that it shall continue in effect for two years from the date of execution, and from year to year thereafter so long as such continuance is specifically approved at least annually (i) by the Board of Directors or by vote of a majority of the outstanding voting securities of the Portfolio, and (ii) by vote of a majority of the Directors of the Fund who are not interested persons of the Fund, the Manager or Artisan Partners (the “Independent Directors”), cast in person at a meeting called for the purpose of voting on such approval.

The New Subadvisory Agreement may be amended at any time by mutual consent of the Manager and Artisan Partners, provided that, if required by law (as may be modified by any exemptions received from the Securities and Exchange Commission (the “SEC”), or any rules or regulations adopted by, or interpretative guidance from, the SEC or its staff), such amendment shall also be approved by vote of a majority of the outstanding voting securities of the Portfolio and by vote of a majority of the Independent Directors, cast in person at a meeting called for the purpose of voting on such approval.

The New Subadvisory Agreement provides that, except as may otherwise be provided by applicable law, Artisan Partners and its officers, partners, directors, employees, affiliates and agents shall not be subject to any liability to the Manager, the Fund, the Portfolio or shareholders arising out of any service rendered under the New Subadvisory Agreement, except by reason of willful misfeasance, bad faith or gross negligence in the performance of any duties or by reason of reckless disregard of their obligations and duties.

The New Subadvisory Agreement may be terminated at any time on sixty days’ written notice to Artisan Partners, either by vote of the Board of Directors or by vote of a majority of the outstanding voting securities of the Portfolio. The New Subadvisory Agreement provides that it will automatically terminate in the event of its assignment or upon the termination of the ManagementReorganization Agreement. The New Subadvisory Agreement may also be terminated by Artisan Partners on sixty days’ written notice to the Manager and the Fund, or by the Manager on sixty days’ written notice to Artisan Partners.

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Comparison of the Existing Subadvisory Agreement and New Subadvisory Agreement

The principal terms of the New Subadvisory Agreement are substantially similar to the terms of the Existing Subadvisory Agreement. Some important differences include the following:

Under the Existing Subadvisory Agreement, the Manager paid an aggregate subadvisory fee to Harris Associates with respect to the Portfolio of $5,173,641 for the fiscal year ended December 31, 2008. If the New Subadvisory Agreement had been in effect during such fiscal year, the subadvisory fee payable by the Manager to Artisan Partners would have been $6,280,007. The difference between these amounts is $1,106,366, which represents a 21.4% increase.

Investment Style

Under the management of Artisan Partners, the goal of the Portfolio will remain long-term capital growth. Artisan Partners is planning on managing the Portfolio as a diversified investment company. The Portfolio is currently “non-diversified,” which means that it may hold at any one time securities of fewer issuers compared to a diversified fund. Artisan Partners expects to invest at least 80% of the Portfolio’s net assets in the common stocks of medium-sized companies. Artisan Partners defines a medium-sized company as one with a market capitalization between $1.5 billion and three times the weighted average market capitalization of companies in the Russell Midcap Index. As long as an investment continues to meet the Portfolio’s other investment criteria, Artisan Partners may choose to hold a stock even if the company’s market capitalization grows beyond three times the weighted average market capitalization of companies in the Russell Midcap Index or falls below $1.5 billion. Artisan Partners will generally not initiate a position in a company unless it has a market capitalization between $2 billion and $15 billion. Artisan Partners expects to invest primarily in U.S. companies. Unless otherwise indicated, the percentage requirements and capitalization ranges stated above apply at the time an investment is made. For example, change in the value of an investment after it is acquired does not create a violation of these policies or ranges.

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Artisan Partners generally uses a bottom-up investment process in an attempt to construct a diversified portfolio of stocks issued by medium-sized U.S. companies with the following attributes for long-term success:

Artisan Partners often finds investment opportunities in:

Additional Information

If the Fund retains Artisan Partners to subadvise the Portfolio, it is expected that the Portfolio will be re-named Met/Artisan Mid Cap Value Portfolio.

The information set forth in this Proxy Statement concerning the New Subadvisory Agreement has been provided to the Fund by Artisan Partners and the Manager.

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Shareholder Voting

The vote required to approve the New Subadvisory Agreement is the lesser of (i) 67% of the shares of the Portfolio that are present at the Meeting, if the holders of more than 50% of the shares of the Portfolio outstanding as of the Record Date are present or represented by proxy at the Meeting, or (ii) more than 50% of the shares of the Portfolio outstanding on the Record Date. If the required vote is not obtained for the Portfolio, the Directors will consider what other actions to take in the best interests of the Portfolio.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS OF THE PORTFOLIO VOTE FOR THE NEW SUBADVISORY AGREEMENT. APPROVAL OF PROPOSAL 1 IS CONTINGENT UPON SHAREHOLDER APPROVAL OF PROPOSAL 2.“FOR” PROPOSALS I, II AND III.

ADDITIONAL INFORMATION ABOUT ARTISAN PARTNERSImportant Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on February 24, 2012.

Portfolio TransactionsThis proxy statement and Brokerageeach Portfolio’s most recent reports to shareholders are available at www.metlife.com/msf.

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PROPOSAL I – ELECTION OF BOARD MEMBERS

UnderThe Fund’s Board is recommending that shareholders elect the following persons as Directors of the Fund: Stephen M. Alderman, Robert Boulware, Daniel A. Doyle and Susan C. Gause (the “New Nominees”), such elections to be effective on or about April 30, 2012, and re-elect Nancy Hawthorne, Keith M. Schappert, Linda B. Strumpf, Dawn M. Vroegop and Elizabeth M. Forget (the “Director Nominees,” and together with the New Subadvisory Agreement, Artisan PartnersNominees, the “Nominees”) as Directors of the Fund. The Board is recommending the election of the New Nominees, each of whom currently serves as a Trustee on the MIST Board (as do Mses. Forget and Vroegop), for the purposes of, among other things, substantially aligning the members of the Board with the membership of the MIST Board, which is the board that oversees the MIST Portfolios. If elected, each of the Nominees, except Ms. Forget, is expected to qualify as an Independent Director of the Fund. Ms. Forget is an “interested person” of the Fund (as defined in the 1940 Act) because of her position as President of the Manager, her positions with certain other affiliates of MetLife, Inc. (“MetLife”), the ultimate parent company of the Manager, and her ownership of securities issued by MetLife.

Over the past several months, representatives of the Fund’s Board participated in informal and formal meetings with the Manager, counsel to the Fund and counsel to the Board’s Independent Directors to review and discuss ways to coordinate and enhance the governance of the MetLife Funds Complex, given, among other things, the increased similarity between the operations of the Portfolios and the MIST Portfolios and the additional responsibilities imposed on board members generally as a result of recent regulatory developments. Among the subjects considered by the Board was the possible substantial alignment of the memberships of the Board and the MIST Board. The Board considered the potential benefits of such an alignment, including, among other things, (i) the potential for enhanced board oversight of portfolio operations throughout the MetLife Funds Complex; (ii) the potential for further uniformity of practices throughout the MetLife Funds Complex; (iii) the potential for key personnel of the Manager to oversee Fund operations more efficiently by enabling them to address matters concerning both Boards simultaneously; and (iv) the potential for operational efficiencies by, for example, decreasing the time dedicated to preparing for and holding multiple regular board meetings each calendar quarter.

After extensive discussions and meetings, the Nominating Committee of the Board, composed exclusively of board members of the Fund who are Independent Directors, determined that it would be beneficial to the Fund if substantially similar boards were responsible for overseeing the executionoperations of the Portfolio’s transactions. Artisan Partners’ portfolio management teams generally manage all accountsentire MetLife Funds Complex. Throughout these discussions the Nominating Committee of the Board was advised by counsel to the Independent Directors.

At the November Meeting, the Nominating Committee of the Board determined to recommend to the full Board the New Nominees for election to the Board and the Director Nominees for re-election to the Board. Acting on that recommendation at the

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November Meeting, the Board approved those nominations and called a meeting of shareholders to allow shareholders of the Fund to vote on the election and re-election, respectively, of the New Nominees and the Director Nominees to the Board.

To further align the boards that oversee the operations of the MetLife Funds Complex, the Manager has informed the Fund that the MIST Board expects to ask shareholders of MIST to elect each of the Director Nominees who do not already serve as members of the MIST Board as Trustees of MIST effective on or about April 30, 2012.

Information about each Nominee is set forth below. If elected by the shareholders of the Fund, it is expected that each Nominee would serve on the Board and, subject to MIST shareholder approval, on the MIST Board.

Information Concerning Nominees, Directors and Executive Officers

The following table provides information concerning the Nominees for election or re-election by shareholders, current Directors not proposed for re-election to the Board, and the executive officers of the Fund. Unless otherwise noted, (i) each Nominee, current Director and officer has engaged in the principal occupation(s) noted in the table for at least the most recent five years, although not necessarily in the same strategy incapacity and (ii) the address of the current Directors and officers of the Fund is c/o Metropolitan Series Fund, Inc., 501 Boylston Street, Boston, MA 02116, and the address of the New Nominees is c/o Met Investors Series Trust, 5 Park Plaza, Suite 1900, Irvine, California 92614.

Mr. Ludes, a similar manner. So, with a few exceptions primarilycurrent Director, is expected to take into account investment restrictions imposed by some separate account clients,retire at the portfoliosend of all clients in the same strategy2011 calendar year. Messrs. Garban, Scott Morton and Typermass are essentiallyexpected to retire from the same. Artisan Partners’ trading process reflects that investment process. A decisionFund’s Board either before or at the time the New Nominees, if elected, join the Board. Following their retirement from the Board, Messrs. Garban and Scott Morton are expected to buy or sell a security generally appliesserve as Directors Emeriti to all accounts in a strategy. Artisan Partners’ primary objective in effecting portfolio transactions isthe Board and will commit to obtainattend meetings of the best combination of net price and execution under the circumstances.

At the beginning of each year, Artisan Partners portfolio management teams (subject to approvalBoard, if requested by the brokerage committeeIndependent Directors, and will remain available for consultation by the Independent Directors of Artisan Partners (the “Brokerage Commitee”)) creates a brokerage budgetthe Fund until December 31, 2012. As compensation for their service, each Director Emeritus will receive the year. There are two principal elementspro rated portion of the retainer they would have received had they remained on the Board through December 31, 2012.

Each New Nominee elected and each Director Nominee re-elected to the budget for each team –Board at the team’s allocable share of the soft cost of those third-party research products the team uses,Meeting will serve until his or her successor has been elected and the team’s assessment of the dollar amount of commissions needed to compensate brokers for proprietary research. Client commission recapture targets enter into the budget, too. The budget may evolve over the course of the year, as other brokers may provide ideasqualified, or services, or the team concludes that a broker’s contribution was not as valuable as it was expected to be. Selection of the broker or execution venue for a transaction is almost always left to the discretion of the trader. When a trader has an order to place,until he or she first identifies the execution venuedies, resigns or the broker the trader thinks will be ableis removed. Each Nominee has indicated a willingness to provide best execution. If there is a clearly superior choice, the trader uses that venue or broker. However, in many cases more than one broker or execution venue will be fully capable of providing best execution. In those cases, the trader may check the commission targets in the brokerage budget, and from among the brokers or venues believed to be able to provide best execution, select one that advances the goals of the brokerage budget.serve if elected.

Artisan Partners maintains and periodically updates a list of approved brokers and dealers, that in Artisan Partners’ judgment, generally are able to provide best net price and execution. Evaluations of the services provided by broker-dealers, including the reasonableness of brokerage

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Executive Officers

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Each of the New Nominees was originally recommended to serve on the Fund’s Board by the Manager or a predecessor company.

Qualifications of Nominees and Current Directors

The following provides an overview of the considerations that led the Board to conclude that each individual serving as a Director of the Fund should so serve, and in the case of the Nominees, that each Director Nominee and New Nominee should be proposed for re-election or election, respectively, to the Board. The current members of the Board have joined the Board at different points in time since 1985. Generally, no one factor was decisive in the original selection of an individual to join the Board. Among the factors the Board considers when concluding that an individual should serve on the Board are the following: (i) the individual’s business and professional

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commissions,experience and accomplishments, including prior experience in the financial services and investment management fields or on other boards; (ii) the individual’s ability to work effectively with the other members of the Board; (iii) experience, if any, on boards of other investment companies that were merged into the Fund; and (iv) how the individual’s skills, experiences and attributes would contribute to an appropriate mix of relevant skills and experience on the Board.

In respect of each current Director and Nominee, the individual’s substantial professional accomplishments and prior experience, including, in some cases, in fields related to the operations of the Fund, were a significant factor in the determination that the individual should serve as a Director of the Fund. Each current Director’s and Nominee’s recent prior professional experience is summarized in the table above.

In certain cases, additional considerations contributed to the Board’s conclusion that an individual should serve on the Board. For example, the Board considered each of the following in concluding that the individual should serve as a current Director of the Fund: Mr. Ludes’ and Ms. Hawthorne’s prior experience serving on the Board of Directors of New England Zenith Fund, which combined its operations with those of the Fund in 2003, and the continuity of oversight of the acquired operations that they would provide as Directors of the Fund; Ms. Vroegop’s experience serving as a trustee of MIST; Ms. Forget’s leadership roles with the Manager and the Fund; Mr. Typermass’ professional experience as Senior Vice President and Treasurer of the Fund’s sponsoring insurance company; Mr. Garban’s extensive experience in audit, finance and investments as well as service on other boards; Ms. Strumpf’s extensive investment experience; Dr. Scott Morton’s distinguished career in the teaching of business administration, related research and service on corporate boards; Mr. Ludes’ substantial general management experience; Ms. Hawthorne’s experience in leadership positions with publicly traded companies; and Ms. Vroegop’s and Mr. Schappert’s substantial experience as executives in the investment management industry with entities unaffiliated with the Manager.

In respect of the New Nominees, the Board also considered their years of service as trustees of MIST, including any service on a committee of the MIST Board, as well as their knowledge of the operations and business of MIST. In certain cases, additional considerations contributed to the Board’s conclusion that an individual should serve on the Board. For example, Mr. Alderman’s five years of experience serving as the lead Independent Trustee of MIST and his professional experience as a practicing attorney; Mr. Boulware’s significant experience in leadership positions in the financial services industry; Mr. Doyle’s significant public accounting experience; and Ms. Gause’s significant experience in the investment management and financial services industry.

The Fund’s Directors review actions of the Fund’s investment adviser and subadvisers, and decide upon matters of general policy. The Fund’s officers supervise the daily business operations of the Fund. Each Director is, and each New Nominee if elected will be, responsible for overseeing all 34 Portfolios of the Fund. There is no

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limit to the term a Director may serve; however, the Fund has adopted a retirement policy which generally requires Directors to retire as of December 31 of the year in which such Director attains the age of 75. Each Director serves until his or her successor has been elected and qualified, or until he or she dies, resigns or is removed.

Board Leadership Structure and Risk Oversight

The following describes the current Board leadership structure. If Proposal I is approved, the leadership structure of the Board and the structure, composition, types and/or number of the Fund’s standing Committees may change.

The Board consists of nine Directors, seven of whom are madeIndependent Directors. The Chair of the Board, Ms. Elizabeth M. Forget, also serves as President and Chief Executive Officer of the Fund, and President, Chief Executive Officer and Chair of the Board of Managers of the Manager, and as such she participates in the oversight of the Fund’s day-to-day business affairs. Ms. Forget is an “interested person” of the Fund.

The Independent Directors have elected Mr. Steve A. Garban to serve as the lead Independent Director of the Board. Ms. Forget communicates and consults with Mr. Garban regularly on various issues involving the management and operations of the Fund. A portion of each regular meeting of the Board is devoted to an ongoing basisexecutive session of the Independent Directors at which no members of management are present. At those meetings, the Independent Directors consider a variety of matters that are required by Artisan Partners’ staff while effecting portfolio transactions,law to be considered by the Independent Directors, as well as matters that are scheduled to come before the full Board, including fund governance and periodicallyleadership issues, and are advised by Artisan Partners’ Brokerageseparate, independent legal counsel. Mr. Garban serves as Chair for those meetings.

As described below, the Board conducts much of its work through certain standing Committees, each of which is chaired by an Independent Director. The Board has not established a formal risk oversight committee. However, much of the regular work of the Board and its standing Committees addresses aspects of risk oversight. The Board had four regularly scheduled meetings in 2010. Each Director attended at least 75% of the aggregate number of all meetings of the Board and at least 75% of the aggregate number of all Board committee meetings on which the Director served.

The Board has delegated certain authority to an Audit Committee, which consists of Messrs. Garban, Ludes and Schappert, Dr. Scott Morton and Mses. Hawthorne, Strumpf and Vroegop, all of whom are Independent Directors. The Board has determined that three of the Audit Committee members qualify as Audit Committee Financial Experts. The Audit Committee reviews the Fund’s financial and accounting controls and procedures, recommends the selection of the Fund’s independent registered public accounting firm, reviews the scope of the Fund’s audit, reviews the Fund’s financial statements and audit reports, reviews the independence of the Fund’s independent registered public accounting firm and approves fees and assignments

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relating to both audit and non-audit activities of the independent registered public accounting firm. Ms. Strumpf serves as Chair of the Audit Committee.

The Board has established two Contract Review Committees of the Board, each of which has responsibilities relating to designated Portfolios of the Fund. One Contract Review Committee is comprised of Messrs. Garban, Ludes and Schappert and Ms. Strumpf. Mr. Ludes currently serves as Chair of that Contract Review Committee. The firm’s traders haveother Contract Review Committee is comprised of Dr. Scott Morton, Mr. Typermass and Mses. Hawthorne and Vroegop. Ms. Hawthorne currently serves as Chair of that Contract Review Committee. Each Contract Review Committee from time to time reviews and makes recommendations to the freedomBoard as to usecontracts that require approval of a broker not previously includedmajority of the Independent Directors, which are assigned to such Contract Review Committee by the Board, and any other contracts that may be referred to it by the Board. The Board generally considers each Portfolio’s advisory and principal underwriting agreements at least annually.

The Board has established a Governance Committee, which consists of Messrs. Garban, Ludes, Schappert and Typermass, Dr. Scott Morton and Mses. Hawthorne, Strumpf and Vroegop. Dr. Scott Morton currently serves as Chair of the Governance Committee. The Governance Committee reviews periodically Board governance practices, procedures and operations, the size and composition of the Board of Directors, Director compensation and other matters relating to the governance of the Fund.

The Board has established a Nominating Committee of the Board, which consists of Messrs. Garban, Ludes and Schappert, Dr. Scott Morton and Mses. Hawthorne, Strumpf and Vroegop, all of whom are Independent Directors. Dr. Scott Morton currently serves as Chair of the Nominating Committee. The Nominating Committee evaluates the qualifications of the Fund’s candidates for Independent Director positions and makes recommendations to the Independent Directors with respect to nominations for Independent Director membership on the approved broker list, and any broker so used is deemed to be on the approved list on an interim basis.Fund’s Board. The Brokerage Committee reviews any brokers added to the approved list, taking into account the information that the BrokerageNominating Committee considers relevant. As a result of that review, the Brokerage Committee may approve a broker or remove a broker from the approved list or limit the use of a broker on the approved list. A broker so removed may not thereafter be used unless the broker is again reviewed and its use approved the Brokerage Committee.

Artisan Partners seeks to treat all of the firm’s clients fairly when allocating investment opportunities among clients. In furtherance of that goal, Artisan Partners maintains written trade processing and allocation procedures that govern the allocation of investment opportunities among clients. Except in certain markets where aggregation is not permitted and except to the extent necessary to comply with client directions, Artisan Partners tries, to the extent feasible, to aggregate trades in a particular security for multiple clients for execution as a single transaction. Artisan Partners believes that aggregation of trades generally results in lower commissions, more advantageous net prices and/or more efficient execution of transactions. Trades for Artisan Partners, its partners, employees and other affiliates, and accounts in which one or more of them has an interest (including Artisan Partners’ proprietary accounts, if any) may be included in an aggregated trade with client accounts. All accounts participating in an aggregated order participate at the average share price and commission rate for all transactions in the security pursuant to that order.

Before placing an aggregated trade, Artisan Partners generally establishes a target allocation among participating accounts for securities purchased or sold pursuant to that order. If an aggregated order is filled only in part, the securities purchased or sold are generally allocated among participating client accounts in proportion to their target allocations. Priority in allocation may be given to transactions needed to cause an account to be rebalanced to the desired weightings, orIndependent Director candidates in connection with fundingBoard vacancies and newly created Board positions. The Nominating Committee requires that Independent Director candidates have a college degree or withdrawal from anequivalent business experience.

The Nominating Committee may take into account among other things.a wide variety of factors in considering Independent Director candidates, including (but not limited to): (i) availability and commitment of a candidate to attend meetings and perform his or her responsibilities on the Fund’s Board, (ii) relevant industry and related experience, (iii) educational background, (iv) ability, judgment and expertise and (v) overall diversity of the Board’s composition. The Nominating Committee takes the overall diversity of the Board into account when considering and evaluating Independent Director candidates. While the Nominating Committee has not adopted a specific policy on diversity or a particular definition of diversity, when considering candidates,

Artisan Partners uses client brokerage to pay for research only if

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the research provides lawful and appropriate assistanceNominating Committee generally considers the manner in which each candidate’s professional experience, background, skills in matters that are relevant to the firmoversight of the Portfolios (e.g., investment management, distribution, accounting, trading, compliance, legal), and general leadership experience are complementary to the existing Directors’ attributes. The Nominating Committee Charter is attached asAppendix A to this Proxy Statement.

The Nominating Committee will consider candidates for Independent Directors recommended by owners (“Contract Owners”) of a variable life insurance policy or variable annuity contract (a “Contract”) issued by separate accounts of Metropolitan Life Insurance Company (“Metropolitan Life”) or other affiliated insurance companies (each an “Insurance Company” and, collectively, the “Insurance Companies”), and evaluate such candidates in the investment decision-making process.same manner as it considers and evaluates candidates recommended by other sources. The research productsBoard has adopted procedures that a Contract Owner must follow to submit properly a recommendation to the Nominating Committee. Recommendations must be in a writing submitted to the Fund’s Secretary, c/o MetLife Advisers, LLC, 501 Boylston Street, Boston, MA 02116, and services received by Artisan Partners include both third-party research (in whichmust include: (i) a statement in writing setting forth (A) the broker-dealer provides research products or services prepared by a third party)name, age, date of birth, business address, residence address and proprietary research (in whichnationality of the research products or services provided are preparedperson recommended by the broker-dealer providing them). Artisan Partners uses only a limited percentageContract Owner (the “candidate”); (B) the number of client brokerage dollarsunits that relate to shares of each Portfolio (and class) of the Fund attributable to any annuity or life insurance contract of the candidate, as reported to such Contract Owner by the candidate; (C) any other information regarding the candidate called for soft dollar commitments for third-party research, but uses a greater percentagewith respect to acquire proprietary research. Artisan Partners’ usedirector nominees by paragraphs (a), (d), (e) and (f) of client brokerage to acquire research products and services is intended to qualify for the safe harbor provided by Section 28(e)Item 401 of Regulation S-K or paragraph (b) of Item 22 of Rule 14a-101 (Schedule 14A) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (D) any other information regarding the candidate that would be required to be disclosed if the candidate were a nominee in a proxy statement or other filing required to be made in connection with the election of Independent Directors pursuant to Section 14 of the Exchange Act and may involve paymentthe rules and regulations promulgated thereunder; and (E) information regarding the candidate that will be sufficient for the Fund to make a determination as to whether the candidate is or will be an “interested person” of agency commissions, compensationthe Fund (as defined in the 1940 Act); (ii) the written and signed consent of the candidate to be named as a nominee and to serve as an Independent Director if elected; (iii) the name of the recommending Contract Owner as it appears on certain riskless principal transactionsthe books of the relevant Insurance Company separate account; (iv) the number of units that relate to shares of each Portfolio (and class) of the Fund attributable to any annuity or life insurance contract of such recommending Contract Owner; and (v) a description of all arrangements or understandings between the recommending Contract Owner and the candidate and any other person or persons (including their names) pursuant to which the recommendation is being made by the recommending Contract Owner. In addition, the Nominating Committee may require the candidate to furnish such other information as it may reasonably require or deem necessary to determine the eligibility of such candidate to serve on the Board or to satisfy applicable law. The Nominating Committee accepts recommendations on a continuous basis.

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During 2010, the Audit Committee met three times, each Contract Review Committee met one time and the Governance Committee met five times. The Nominating Committee did not meet.

The Fund has retained the Manager as the Fund’s investment adviser and administrator. The Manager is responsible for the day-to-day administration of the Fund and, except in the cases of the Zenith Equity Portfolio and the MetLife Conservative Allocation Portfolio, the MetLife Conservative to Moderate Allocation Portfolio, the MetLife Moderate Allocation Portfolio and the MetLife Moderate to Aggressive Allocation Portfolio (collectively, the “Asset Allocation Portfolios”), has delegated the day-to-day management of the investment activities of each Portfolio of the Fund to that Portfolio’s subadviser. Each subadviser is primarily responsible for the management of the risks that arise from the Portfolio’s investments. The Manager is primarily responsible for the rest of the Fund’s operations and for supervising the services provided to the Fund by each subadviser, including risk management. The Board provides oversight of the services provided by the Manager and each subadviser, including the risk management and oversight services provided by the Manager. In the course of providing that oversight, the Board receives a wide range of reports on the Fund’s activities from the Manager and the subadvisers, including regarding each Portfolio’s investment portfolio, the compliance of the Portfolio with applicable laws, and the Portfolio’s financial accounting and reporting. The Board also meets periodically with the Fund’s Chief Compliance Officer to receive reports regarding the compliance of each Portfolio with the federal securities transactionslaws and the compensationFund’s internal compliance policies and procedures. The Board also meets with the Fund’s Chief Compliance Officer at least annually to review the Chief Compliance Officer’s annual report, including the Chief Compliance Officer’s risk-based analysis for the Fund. The Board also meets periodically with the portfolio managers of each Portfolio to receive reports regarding the management of the Portfolio, including its investment risks. The Board reviews this risk oversight approach as a part of its annual self-evaluation.

The Board periodically reviews its leadership structure, including the role of the Chair and the lead Independent Director. The Board also completes an annual self-assessment during which it reviews its leadership and Committee structure and considers whether its structure remains appropriate in light of the Fund’s current operations. The Board believes that its leadership structure, including the Chair of the Board who is an “interested person” (as defined in the 1940 Act) of the Fund, the Lead Independent Director and the current percentage of the Board who are Independent Directors is appropriate given its specific characteristics. These characteristics include: (i) the extensive oversight provided by the Fund’s adviser, the Manager, over the unaffiliated subadvisers that conduct the day-to-day management of most Portfolios of the Fund; (ii) the extent to which the work of the Board is conducted through the standing Committees, each of which qualifies for safe harbor treatment.is chaired by an Independent Director; (iii) the extent to which the Independent Directors meet as needed, together with their independent legal counsel, in the absence of members of management and members of the Board who are “interested persons” of the Fund; and (iv) Ms. Forget’s additional

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roles as Chief Executive Officer of the Manager and a senior executive at MetLife with responsibility for the fund selection in MetLife’s variable insurance products, which enhance the Board’s understanding of the operations of the Manager and the role played by the Fund in MetLife’s variable products.

Artisan Partners OperationsOther Board Considerations

Artisan Partners is a limited partnership managed byThe Board considered the nomination and election of persons to serve as Board members as part of an overall plan to coordinate and enhance the efficiency of the governance of the Fund with other mutual funds in the MetLife Funds Complex. In its general partner, Artisan Investment Corporation, which is indirectly wholly owned by Andrew A. Zieglerdeliberations, the Board examined various matters related to the management and Carlene M. Ziegler. Artisan Investment Corporationlong-term welfare of each Portfolio and limited partnersthe Fund overall, including the following:

Directors Fees

The officers and Directors of the Fund who are officers or employees of MetLife and/or its affiliates (including the Manager and MetLife Investors Distribution Company (the “Distributor”) but not affiliates of MetLife that are registered investment companies) or any subadviser of the Fund receive no compensation from the Fund for their services as officers or Directors of the Fund, although they may receive compensation from MetLife or any affiliate thereof for services rendered in those or other capacities.

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Each Director who is not currently an active employee of MetLife or its affiliates for serving in all capacities receives, an aggregate retainer fee at the annual rate of $110,000, plus attendance fees of $15,000 for each Directors’ meeting attended. The chair of the Audit Committee, the chair of the Governance Committee and the Nominating Committee, and the chair of each of the Contract Review Committees each receives an aggregate fee of $5,000 for each full calendar year during which he/she serves as such chair. The lead Independent Director of the Fund, Mr. Garban, who was appointed to such position on February 5, 2004, receives an additional aggregate annual retainer fee of $10,000. These fees are allocated among the Portfolios based on a formula that takes into account, among other factors, the net assets of each Portfolio.

The Fund provides no pension or retirement benefits to Directors.

The following table sets forth information regarding compensation received by Hellman & Friedman LLC owns a minority interest in Artisan Partners as a limited partner. The addressthe Directors of Artisan Partners and Artisan Investment Corporation is 875 East Wisconsin Avenue, Suite 800, Milwaukee, Wisconsin 53202. Asthe Fund who are not currently employees of MetLife or its affiliates for the year ended December 31, 2008, Artisan Partners had assets under management of approximately $30.6 billion.

Artisan Partners acts as investment adviser or subadviser to the funds listed in the table below that have similar investment objectives to that of the Portfolio. Artisan Partners does not waive or reduce its compensation for any fund shown in the table as of December 31, 2008.2010.

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Artisan Partners has no officers. Nominee and Director Beneficial Ownership

The namesfollowing table states the dollar range of equity securities beneficially owned by each Nominee and addressesDirector in the Portfolios of the principal executive officers of Artisan Investment Corporation,Fund and the general partner that manages Artisan Partners, and their principal occupations are set forth below, as well as the names and addresses of those who will manage the Portfolio.MetLife Funds Complex.

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Proposal 2: ApprovalExcept for insurance products issued by affiliates of the Manager that may be held by family members of Nominees, to the knowledge of the Fund, as of September 30, 2011, neither the Independent Directors, the New Nominees, or their immediate family members owned beneficially or of record securities of the Manager, a subadviser, a principal underwriter or sponsoring insurance company of the Fund or a person (other than a registered investment company) directly or indirectly controlling, controlled by, or under common control with an investment adviser, subadviser, principal underwriter or sponsoring insurance company of the Fund.

Shareholder Communication with the Board of Directors

The Fund has adopted procedures by which Contract Owners may send communications to the Board. These communications should be sent to the attention of the Board or the specific Director to whom the communication is directed at Metropolitan Series Fund, Inc., c/o Secretary, 501 Boylston Street, Boston, MA 02116.

A communication must (i) be in writing and be signed by the Contract Owner, (ii) identify the specific Portfolio, if any, of the Fund to which it relates and (iii) identify the number of units held by the Contract Owner that relate to shares of a Portfolio of the Fund.

These procedures do not apply to (i) any communication from an officer or Director of the Fund, (ii) any communication from an employee or agent of the Fund, unless such communication is made solely in such employee’s or agent’s capacity as a Contract Owner or (iii) any shareholder proposal submitted pursuant to Rule 14a-8 under the Exchange Act or any communication made in connection with such a proposal.

Vote Required

Shareholders of all Portfolios of the Fund vote together as a single class on the election of Directors. The Nominees receiving the affirmative vote of a plurality of the votes cast in person or by proxy at the Meeting, if a quorum is present, shall be elected.

Recommendation of the Board

The Board of Directors believes that the election of each Nominee is in the best interests of shareholders of the Fund. Accordingly, the Board unanimously recommends that shareholders vote FOR the election of each Nominee as set forth in Proposal I.

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PROPOSAL II – APPROVAL OF AMENDED AND RESTATED ADVISORY AGREEMENT

Introduction

The Board recommends that shareholders of each Portfolio approve an Amended Advisory Agreement

As described above, the New Subadvisory Agreement includes a fee schedule that is higher than the fee schedule under the Existing Subadvisory Agreement. As with the Manager, not the terms of which reflect that each Portfolio pays the subadvisory fee, the Board concluded that it was reasonable and appropriate to increase the Manager’s advisory fee under the Existing Advisory Agreement by an amount substantially commensurate with the increase in the subadvisory fee under the New Subadvisory Agreement because the Manager is expected to continuemay retain, at its expense, a third-party administrator to provide the same amount and level ofadministrative services to the Portfolio afterand that the effective dateManager’s role in respect of those administrative services will be limited to supervising and overseeing them (such amendments, the “Administration-Related Amendments”). Under each Portfolio’s existing advisory agreement or investment management agreement with the Manager (each, an “Existing Advisory Agreement”), the Manager provides both advisory and administrative services to the Fund. In connection with a recent review of the New Subadvisory Agreement that it did prioroperations of the MetLife Funds Complex, the Manager reviewed the administrative services required by the Fund and evaluated whether those services could be provided in a more efficient and effective manner, including, potentially, by parties other than the Manager. Due to the effective dateincreasing complexity of the New Subadvisory Agreement.

Descriptionoperations of mutual funds, including the increased and evolving regulatory burdens placed on mutual funds, a number of similarly situated fund families have retained the services of third-party service providers that specialize in providing administrative services to mutual fund complexes. Service providers that focus on providing administrative services to a number of different mutual fund families have certain advantages that generally allow them to provide administrative services more efficiently than others, like the Manager, who provide administrative services to a limited group of proprietary funds. This is because of, among other things, the significant ongoing capital investments required to provide high-quality administrative services and the scalability of a business that provides such services to a number of different mutual fund families (as opposed to a limited number of proprietary funds). After the completion of its review of the Amended Advisory AgreementFund’s need for administrative services, the Manager concluded that the Fund could benefit over the long term from the retention of a third-party administrator dedicated to the business of providing administrative services to mutual fund families.

The Amended Advisory Agreement appearsManager previously considered a range of service providers engaged in Appendix B. The next several paragraphs briefly summarize some important provisionsthe business of providing administrative services to mutual funds in connection with the retention of a third-party administrative service provider on behalf of the Amended Advisory Agreement, but for a complete understanding you should read Appendix B. The Board of Directors proposes that shareholdersMIST Portfolios in 2001. Based on, among other things, (i) the Manager’s past review of the Portfoliocapabilities of those service providers, including, among other things, the quality of their respective services, the depth of their experience, expertise and available resources, their investment in the systems and technology required to provide modern administrative services efficiently and their proposed fees and (ii) the Manager’s experience working with the third-party administrator to the MIST Portfolios, the Manager determined to recommend that the Board approve the Amended Advisory Agreement which changesand, at a future date, retain a third-party administrator (the “Administrator”) to provide administrative services to the Portfolios pursuant to an administrative services agreement (the “Administrative Services Agreement”).

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At the November Meeting, the Manager proposed to the Board that each Portfolio’s Existing Advisory Agreement’s fee schedule. UnderAgreement be amended to revise the terms of that Agreement to reflect, among other things, that the Fund may retain a third party to perform administrative services for each Portfolio at the Portfolio’s expense, and to limit the Manager’s role in respect of those administrative services to supervising and overseeing them. The tasks the Administrator would be expected to perform under the proposed arrangements, include, among other things, preparing annual and semi-annual reports and other periodic filings with the Securities and Exchange Commission (“SEC”), calculating portfolio performance, informing Fund officers of any new accounting pronouncements and regulatory updates, preparing financial reports for quarterly Board meetings, performing certain portfolio compliance tasks, such as monitoring leverage and preparing Fund tax returns, and maintaining Fund records.

In addition, with respect to the Barclays Capital Aggregate Bond Index Portfolio, Loomis Sayles Small Cap Growth Portfolio, MetLife Mid Cap Stock Index Portfolio, MetLife Stock Index Portfolio, MFS Value Portfolio, Morgan Stanley EAFE Index Portfolio, Neuberger Berman Mid Cap Value Portfolio, Oppenheimer Global Equity Portfolio, Russell 2000 Index Portfolio, T. Rowe Price Large Cap Growth Portfolio and T. Rowe Price Small Cap Growth Portfolio only (collectively, the “Group A Portfolios”), the Amended Advisory Agreement a management fee is payable by the Portfolioincludes amendments to the Group A Portfolios’ Existing Advisory Agreements designed to (i) modernize the terms of the Group A Portfolios’ Existing Advisory Agreements and (ii) align the terms of the Group A Portfolios’ Existing Advisory Agreements with those of the advisory agreements of the remaining twenty-three Portfolios of the Fund (the “Group B Portfolios”).

The Group A Portfolios’ Existing Advisory Agreements were established before the Manager began to employ a manager-of-managers structure, on behalf of the Portfolios, to retain leaders in the investment advisory field to provide investment advice to the Portfolios. As a result, the Group A Portfolios’ Existing Advisory Agreements do not expressly address certain issues relevant to the manager-of-managers structure that the Group B Portfolios’ Existing Advisory Agreements do address. For example, the Group B Portfolios’ Existing Advisory Agreements explicitly require the Manager to perform certain duties that are integral to the manager-of-managers structure, such as supervising and overseeing the services provided to a Portfolio by a subadviser. The Group A Portfolios’ Existing Advisory Agreements do not have a similar provision. Accordingly, at the annual rate of 0.82%November Meeting, the Manager proposed that, in addition to the Administration-Related Amendments, the Group A Portfolios’ Existing Advisory Agreements be amended and restated to modernize and align their terms with those of the first $1 billionGroup B Portfolios’ Existing Advisory Agreements. A summary description of differences between the Portfolio’s average daily net assetsGroup A Portfolios’ Existing Advisory Agreements and 0.78% of such assets in excess of $1 billion. Other than with respect to this new advisory fee schedule, the Amended Advisory Agreement is identicalmay be found below.

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Proposal II, if approved, may affect the profitability of the Manager because the Manager will no longer provide certain administrative services to the ExistingPortfolios and incur related expenses. The Manager estimates that it may experience annual savings of approximately $300,000 if Proposal II is approved and a third-party administrator is retained.

Certain Directors and certain officers of the Fund may be owners of shares of MetLife or its affiliates and may indirectly benefit if a Portfolio’s shareholders approve the Amended Advisory Agreement. Similarly, the Insurance Companies may also benefit indirectly from such change.

Comparison ofAlthough the Existing Advisory Agreement and Amended Advisory Agreement

As stated above, other than with respect toFund anticipates retaining a third-party administrator at a future date, the new advisory fee schedule,Fund may not retain a third-party administrator until some time after the Amended Advisory Agreement, if approved, goes into effect. If the Fund has not retained a third-party administrator when the Amended Advisory Agreement goes into effect, the Fund expects to enter into an interim administrative services agreement with the Manager until the Fund retains a third-party administrator. Under any interim administrative services agreement with the Manager, it is identical tonot expected that the Existing Advisory Agreement.Manager would be paid any additional compensation.

The table below comparesBoard reserves the annual operating expenses underright not to implement the current advisory fee schedule for the year ended December 31, 2008Amended Advisory Agreement in respect of any Portfolio or all Portfolios or not to the estimated annual operating expenses under the proposed advisory fee schedule assuming the new fee schedule had beenretain a third-party administrator in effect for the year ended December 31, 2008.

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The expense information in this Proxy Statement does not reflect charges associated with separate accountsrespect of any Portfolio or variable insurance or annuity contracts;all Portfolios if it did, fees and expenses would be higher than shown. These charges may include, among others, sales charges, redemption fees, surrender fees, exchange fees and account fees.

Annual Portfolio Operating Expenses

(expenses that are deducted fromdetermines doing so is not in a Portfolio’s or the Portfolio assets)

The tables below show examplesPortfolios’ best interests, including if not all of the total expenses you would pay on a $10,000 investment over one-, three-, five- and ten-year periods. The tables are intended to help you compare the cost of investing in the Portfolio under the current advisory fee schedule versus investing in the Portfolio under the proposed advisory fee schedule. The examples assume a 5% average annual return, that you redeem all of your shares at the end of each time period and that you reinvest all of your dividends. The following tables also assume that total annual operating expenses remain the same.The examples are for illustration only, and your actual costs may be higher or lower.

The table does not reflect additional fees charged by separate accounts or variable insurance or annuity contracts; if it did, fees and expenses would be higher than shown.

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Examples of Portfolio Expenses

The aggregate amount of the Manager’s advisory fee during the year ended December 31, 2008 was $10,228,259. If the proposed advisory fee schedule had been in effect during the year ended December 31, 2008, the aggregate amount of the Manager’s advisory fee would have been $11,246,039. The difference between these amounts is $1,017,780,which represents a 10.0% increase.Portfolios approve Proposal II.

Basis for the Directors’ RecommendationBoard Considerations

At a meetingthe November Meeting, the Directors, including all of the Board of Directors of the Fund on January 27, 2009, theIndependent Directors, determined thatto approve the Proposals were in the Portfolio’s best interestAmended Advisory Agreement on behalf of each Portfolio and that it was appropriate and desirable to call a meeting of shareholders of the Portfolio and solicit shareholders’ approvalPortfolios so shareholders of the Proposals. At a subsequent meeting of the Board of Directors of the Fund on February 24-25, 2009, the Directors approvedPortfolios could consider approving the Amended Advisory Agreement and the New Subadvisory Agreement.on behalf of their respective Portfolio. Prior to making these conclusions, the Board of Directors, including the Independent Directors considered a wide range of information of the type they regularly consider when determining whether to continue the Fund’sPortfolios’ advisory and subadvisory agreements. In doing so, the Directors did not identify any single factor as determinative but took into account a number of factors.

The Directors considered the nature, extent and quality of the services expected to be provided to the PortfolioPortfolios by Artisan Partners.the Manager and the Administrator. In this regard, the Directors considered presentations by Fund officers and representatives of the Manager and Artisan Partners.Manager. The Directors also reviewed materialsnoted that the investment advisory services provided by the Manager and Artisan Partners (the “Director Materials”). These presentationsthe fees payable to the Manager were not proposed to change. The Directors considered the Manager’s continuing obligation to provide certain non-advisory services, including the supervision and oversight of the services provided by the Administrator, and the Director Materials containedsubstantial costs it would incur in doing so.

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The Directors noted representations from the Manager that its staffing requirements would not materially decrease if the Amended Advisory Agreement were approved and that, with limited exceptions, the Manager’s staff currently dedicated to providing the Fund with administrative services would generally be repurposed and would supervise and oversee the administrative services provided by the Administrator to the Fund. The Directors considered that the repurposing of the Manager’s staff may enhance the supervision of the administrative services provided by the Administrator to the Portfolios.

The Directors also considered information provided to them regarding services the Administrator would likely provide (collectively, the “Administrator Information”). The Administrator Information provided information that assisted the Directors in assessing Artisan Partners’ organizational structure, personnel, investment capacity, investment process and regulatory/compliance capabilities, as well as Artisan Partners’ investment philosophy, performance record and trade execution capabilities. It was noted that Artisan Partners has substantial experience in managing portfolios that invest in middle capitalization

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value securities similar to those in which the Portfolio invests. In this regard, the Directors considered a comparisonlikely quality of the performanceadministrative services that were expected to be provided by the Administrator and the Manager’s ability to oversee and supervise the provision of a mutual fund managedservices by Artisan Partners that invests in middle capitalization value securities similar to those in which the Portfolio invests, including information prepared by Morningstar comparing that fund’s performance to a group of peer funds. Administrator.

The Directors considered that, other than changes relating to the fact thatprovision of administrative services and certain other provisions, the fund managed by Artisan has generally had better long-term performance than thatAmended Advisory Agreement is substantially identical to the Existing Advisory Agreements of the Portfolio while subadvised by Harris Associates (although recognizing that past performance is no guarantee of future performance).Group B Portfolios. The Directors concludedalso considered in respect of approving the Amended Advisory Agreement on behalf of the Group A Portfolios that they were satisfiedfamiliar with substantially all of the nature, extent andterms of the Amended Advisory Agreement because of its substantial similarity to the Existing Advisory Agreements for the Group B Portfolios. The Directors also considered that the modernization of the Group A Portfolios’ Existing Advisory Agreements would clarify the Manager’s responsibilities to the Group A Portfolios, especially with respect to the Manager’s role in overseeing any subadvisers. The Board considered that clarifying certain ambiguities, including the Manager’s role with respect to the Group A Portfolios’ sub-advisory arrangements, represented important enhancements to the Group A Portfolios’ Existing Advisory Agreements. In considering the Amended Advisory Agreement on behalf of the Group A Portfolios, the Directors also considered representations from the Manager that the Manager did not expect any changes in the type or quality of investment management services the services to be providedManager currently provides to the PortfolioGroup A Portfolios.

The Directors considered information regarding the proposed effect of Proposal II on each Portfolio’s total operating expenses. The Directors considered that the retention of the Administrator, and its greater potential for achieving economies of scale in the future, as a result of its broader client base and otherwise, potentially could limit future increases in the fees paid by Artisan Partners.the Fund in respect of administrative services.

The Directors also considered comparisonsthat any proposed arrangements with respect to administrative services would likely be similar to those currently in place in respect of the services to be rendered underMIST Portfolios, and the New Subadvisory AgreementBoard considered reports from the Manager regarding its experience with that under the Existing Subadvisory Agreement. MIST Portfolios.

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In this regard, the Directors in particular noted that, other than certain differences, as described above under “Comparison of the Existing Subadvisory Agreement and New Subadvisory Agreement,” the terms of the New Subadvisory Agreement are substantially similar to the terms of the Existing Subadvisory Agreement. The Directors also considered that, other than the fee schedule changes,approving the Amended Advisory Agreement, is identical tothe Directors recognized that the effect of the removal of certain of the Manager’s obligations under the Existing Advisory Agreement.

Agreements could be to reduce the Manager’s expenses and consequently increase the Manager’s profitability. The Directors considered the subadvisory fee proposed to be paid bynoted that the Manager to Artisan Partners andhad estimated its effect on the total expensesannual savings if Proposal II were approved by all of the Portfolio. The Directors reviewed presentations by Fund officersPortfolios at $300,000 and considered comparative information on fees paid and expenses incurred by similar funds that the BoardDirectors had received information from the Manager regarding the Manager’s profitability under the Existing Advisory Agreements in connection with its annual considerationtheir review of the continuation of the Fund’s advisory or subadvisory agreements. In particular, the Directors considered the fact that the subadvisory fee schedule for Artisan Partners set forth in the New Subadvisory Agreement is higher than the fee schedule in the Existing Subadvisory Agreement, but that it represents the lowest fee Artisan Partners has ever charged to manage a middle capitalization value mutual fund portfolio.those agreements generally. The Directors concluded that the proposed subadvisory fee to be paid to Artisan Partners was reasonable and the result of arm’s-length negotiations between the Manager and Artisan Partners.

The Directors considered that the increase in the advisory fee payable to the ManagerManager’s profitability under the Amended Advisory Agreement was designedwould continue to reflect the higher subadvisory fee the Manager proposed to pay Artisan Partners and would not likely affect the Manager’s profitability. Because it was not possible to determine the profitability that Artisan Partners might achieve with respect to the Portfolio, the Directors did not make any conclusions regarding Artisan Partners’ profitability.

The Board also considered the expected transition costs to the Portfoliobe reasonable in light of the change of subadviser and concluded that the potential benefits of the New Subadvisory Agreement outweighed those costs and the increased cost to the Portfolio of the Amended Advisory Agreement.services provided.

The Directors considered the extent to whichwhether economies of scale may be realized ifunder the Portfolio grewAmended Advisory Agreement and whether fee levels reflect these possible economies of scale for the benefit of

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shareholders in the Portfolio. In this regard, the Directors primarily considered the breakpoints in the Portfolio’s advisory and subadvisory fee schedules and how possible benefits from economies of scale may be realized by the various parties. The Directors also considered comparative breakpoint information of similar funds that they receivedAdministrative Services Agreement in connection with the Board’s annualtheir consideration of the continuationAmended Advisory Agreement. They noted specifically that the fee schedule in the Administrative Services Agreement was expected to include breakpoints (i.e., a reduction in the fee rate charged to a Portfolio at specified asset levels) and that those breakpoints were expected to be applied in respect of all of the Fund’s advisoryassets in the Portfolios that retained the Administrator and, subadvisory agreements. potentially, the MIST Portfolios.

The Directors concludedconsidered their right not to implement the Amended Advisory Agreement in respect of any Portfolio or all Portfolios and not to retain a third-party administrator in respect of any Portfolio or all Portfolios if they determine exercising that they were satisfied withright is in a Portfolio’s or the extentPortfolios’ best interests based on their evaluation of, among other things, (a) the actual administrative services proposed to which possible economiesbe provided by the Administrator; (b) the expected quality of scale maysuch services; and (c) the actual fees proposed to be shared forcharged by the benefit of shareholders in the Portfolio. The Directors also took into account Artisan Partners’ substantial experience and reputation as a manager of middle capitalization value portfolios, along with the prominence of the Artisan Partners name in the marketplace for investment advice, and concluded that this might enhance the marketability of the insurance products that invest in the Portfolio, and thus lead to growth in the size of the Portfolio and resulting economies of scale, although such growth cannot be assured.

In addition, the Directors considered Artisan Partners’ policies with respect to obtaining benefits from their use of the Portfolio’s brokerage commissions to obtain research that could be used in managing the Portfolio and Artisan Partners’ other client accounts (as described below under “Portfolio Transactions and Brokerage”),Administrator and the Directors concluded that Artisan Partners’ policies were reasonable. The Directors also considered numerous additional factors that they felt were relevant, including information about the Manager’s organizational structure and financial condition.proposed effect of such fees on each Portfolio’s total annual operating expenses.

Based on their evaluation of the factors they deemed relevant, including those described above, and assisted by independent counsel, the Directors, including the Independent Directors, concluded that the Proposals were in the Portfolio’s best interest and approved the Amended Advisory Agreement and New Subadvisory Agreement.determined to recommend that shareholders of each Portfolio provide voting instructions to approve Proposal II. In their consideration and evaluation of Proposal II, the Directors were advised by counsel to the Fund, and the Independent Directors were advised by counsel to the Independent Directors.

Additional InformationDescription of the Existing Advisory Agreements

Certain Interested DirectorsThe following description of the Existing Advisory Agreements is qualified in its entirety by reference to, and made subject to, the complete text ofAppendix D-2(without the proposed modifications) and Appendix D-3with respect to the Group B Portfolios and the Group A Portfolios, respectively, to this Proxy Statement.

The Manager currently serves as investment adviser to each Portfolio pursuant to an Existing Advisory Agreement.

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Pursuant to the Existing Advisory Agreements, the Manager has agreed to manage the investment and reinvestment of assets of each Portfolio. The Manager has delegated for each Portfolio (other than the Asset Allocation Portfolios and the Zenith Equity Portfolio) certain officersof these responsibilities, including responsibility for determining what investments such Portfolio should purchase, hold or sell and directing all trading for the Portfolio’s account, to subadvisers under subadvisory agreements. The Portfolios do not pay any fees directly to any of the subadvisers.

For the Asset Allocation Portfolios, the Manager provides certain asset allocation services specific to those Portfolios, including, among other things, re-evaluating and adjusting asset allocation targets, rebalancing on a periodic basis such Portfolios’ assets, and monitoring the performance and subadvisers of the underlying portfolios in which the Asset Allocation Portfolios invest (collectively, the “Asset Allocation Services”).

In respect of each Portfolio, advisory services are provided subject to the supervision and control of the Fund’s Directors. Each Existing Advisory Agreement provides that the Manager shall pay the 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 the Existing Advisory Agreement. The Fund assumes and shall pay (or cause to be paid) all other Fund expenses.

Appendix B to this Proxy Statement sets forth the advisory fee payable by each Portfolio under the Existing Advisory Agreements and the advisory fees paid for the fiscal year ended December 31, 2010. Pursuant to an expense agreement, the Manager has agreed, for the period May 1, 2011 through April 30, 2012, to reduce its advisory fees for each class of certain Portfolios as described inAppendix B to this Proxy Statement.

For the Group B Portfolios, each Existing Advisory Agreement provides that in the absence of willful misfeasance, bad faith or gross negligence on the part of the Manager, or reckless disregard of its obligations and duties thereunder, the Manager shall not be subject to any liability to the Fund, to any shareholder of the Fund or to any other person, firm or organization, for any act or omission in the course of, or connected with, rendering services thereunder. For the Group A Portfolios, each Existing Advisory Agreement provides that, in the performance of advisory services under the Existing Advisory Agreement, the 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 Manager, except that nothing in the Agreement shall be construed to protect the Manager against any liability to the Fund or its shareholders to which the Manager would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence in the performance of the Manager’s duties on behalf of the Fund, reckless disregard of the Manager’s obligations and duties under the Existing Advisory Agreement or the violation of any applicable law. In addition, for the

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Group A Portfolios and the Artio International Stock Portfolio, the Existing Advisory Agreements provide that, with respect to certain administrative services provided by the Manager, the 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.

For the Group B Portfolios each Existing Advisory Agreement provides that if the total ordinary business expenses of a particular Portfolio for any fiscal year exceed the lowest applicable limitations (based on a percentage of average net assets or income) prescribed by any state in which shares of that Portfolio are qualified for sale, the Manager shall pay such excess. The term “ordinary business expenses” for this purpose includes investment advisory fees but excludes taxes and portfolio brokerage commissions. This provision (the “State Law Expense Provision”), when adopted by the Group B Portfolios, was intended to address certain state law limitations that no longer apply to the Portfolios because the state laws intended to be addressed by the State Law Expense Provision have been preempted by federal law.

Each Existing Advisory Agreement provides that it will continue in effect after two years from the date of its execution only if it is approved at least annually thereafter (i) by the Board of Directors of the Fund, or by the vote of a majority of the outstanding shares of the applicable Portfolio, and (ii) by vote of a majority of those directors who are not interested persons of the Fund or the applicable Portfolio’s investment adviser or subadviser, cast in person at a meeting called for the purpose of voting on such approval. If required by law, any amendment to any Existing Advisory Agreement or any new advisory agreement must be approved by vote of a majority of the outstanding voting securities of the applicable Portfolio and by vote of a majority of the Directors who are not interested persons of (i) the Fund or (ii) the applicable Portfolio’s investment adviser or subadviser.

Each Existing Advisory Agreement may be ownersterminated without penalty by the Directors or by the shareholders of sharesthe applicable Portfolio, upon sixty days’ written notice, or by the applicable Portfolio’s investment adviser, upon at least sixty days’ written notice (for the Group A Portfolios) or on ninety days’ written notice (for the Group B Portfolios), and each terminates automatically in the event of MetLife or its affiliates,“assignment” as defined in the 1940 Act.

The Artio International Stock Portfolio’s and consequently, if the Portfolio’sGroup A Portfolios’ Existing Advisory Agreements provide that they 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 1940 Act.

Appendix C to this Proxy Statement sets forth the date of each Existing Advisory Agreement, the date it was last approved by the Board, the date on which it was last submitted to a vote of shareholders approveand the purpose of such submission.

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Description of the Amended Advisory Agreement and Certain Differences From the Existing Advisory Agreements

The following description of the Amended Advisory Agreement is qualified in its entirety by reference to, and made subject to, the complete text ofAppendix D-1 to this Proxy Statement.

The proposed form of the Amended Advisory Agreement for each Portfolio appears inAppendix D-1 to this Proxy Statement. Attached asAppendix D-2 is a form of the Existing Advisory Agreement for each Group B Portfolio marked to show the proposed amendments that would be made if the Amended Advisory Agreement is approved by shareholders of the Portfolio. Attached asAppendix D-3 is a form of the Existing Advisory Agreement for the Group A Portfolios. The next several paragraphs briefly summarize some important provisions of the Amended Advisory Agreement, but for a complete understanding you should readAppendix D-1, Appendix D-2(if you are a shareholder of a Group B Portfolio) andAppendix D-3 (if you are a shareholder of a Group A Portfolio).

Similar to the Existing Advisory Agreements, under the Amended Advisory Agreement the Manager will manage the investment and reinvestment of assets of each Portfolio. The Manager will continue to delegate for each Portfolio (other than the Zenith Equity Portfolio and the Asset Allocation Portfolios) certain of these responsibilities, including responsibility for determining what investments such Portfolio should purchase, hold or sell and directing all trading for the Portfolio’s account, to the current subadvisers under existing subadvisory agreements. The Manager (and not the Portfolios) will continue to pay any direct fees of the subadvisers. In addition, the Manager will continue to provide the Asset Allocation Services to the Asset Allocation Portfolios.

Each Existing Advisory Agreement also provides that the Manager will furnish or pay the expenses of the applicable Portfolio for office space, facilities and equipment, and the services of executive and other personnel of the Fund and certain other administrative services. In contrast to the Existing Advisory Agreements, the Amended Advisory Agreement does not require the Manager to provide administrative services. However, similar to the Existing Advisory Agreements, the Manager will furnish or pay the expenses of the applicable Portfolio for office space, facilities and equipment, and the services of executive and other personnel of the Fund, other than the expenses associated with services covered under the Administrative Services Agreement. In addition, under the Amended Advisory Agreement, the Manager will provide supervision and oversight of administrative services provided by a third party. It is expected that the Fund, at a future date, will enter into an administration agreement in respect of each Portfolio under which a third-party administrator would provide each Portfolio with the administrative services necessary to operate such Portfolio.

The Existing Advisory Agreements of the Group B Portfolios permit the Manager to engage a sub-administrator to provide administrative services at the Manager’s

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expense. Because the Amended Advisory Agreement limits the Manager’s responsibility in respect of administrative services to supervising and overseeing them, no provision is made in the Amended Advisory Agreement expressly permitting the Manager to engage a sub-administrator. Under the Amended Advisory Agreement, any third-party administrator would be engaged by the Fund at the Fund’s expense.

In respect of the Group B Portfolios, the Amended Advisory Agreement does not contain a provision substantially similar to the State Law Expense Provision because the state laws intended to be addressed by that provision no longer apply to the Portfolios.

Although the provisions relating to which expenses shall be borne by the Fund in the Existing Advisory Agreements differ from those in the Amended Advisory Agreement, it is expected that the Fund will continue to bear all of the expenses under the Amended Advisory Agreement that it currently bears under the Existing Advisory Agreements. The only additional types of expenses the Fund is expected to bear if Proposal II is approved are the fees and expenses it would pay for the services of a third-party administrator.

Like the Existing Advisory Agreements of the Group B Portfolios, the Amended Advisory Agreement provides that in the absence of willful misfeasance, bad faith or gross negligence on the part of the Manager, or reckless disregard of its obligations and duties thereunder, the Manager shall not be subject to any liability to the Fund, to any shareholder of the Fund or to any other person, firm or organization, for any act or omission in the course of, or connected with, rendering services thereunder. The Manager’s limitation of liability under the Amended Advisory Agreement differs from that provided in the Group A Portfolios’ Existing Advisory Agreements. The Group A Portfolios’ Existing Advisory Agreement provides that the 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 Manager, except that nothing in the Agreement shall be construed to protect the Manager against any liability to the Fund or its shareholders to which the 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 Manager’s obligations and duties under the Agreement or the violation of any applicable law. In respect of the performance of administrative services, the Existing Advisory Agreements for the Group A Portfolios and the Artio International Stock Portfolio specify that the 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. Because the limitations of liability provisions differ between the Amended Advisory Agreement and the Existing Advisory Agreements for the Group A Portfolios and the Artio International Stock Portfolio, it is possible that the Manager may standnot have any liability to benefit fromthe Fund or its shareholders under the Amended Advisory Agreement for certain acts or omissions for which it would have been liable to the Fund or its shareholders under the terms of the Existing Advisory Agreements for the Group A Portfolios and the Artio International Stock Portfolio.

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Similar to the Existing Advisory Agreements, the Amended Advisory Agreement provides that it will continue only if it is approved at least annually (i) by the Board of Directors of the Fund, or by the vote of a majority of the outstanding shares of the applicable Portfolio, and (ii) by vote of a majority of those directors who are not interested persons of the Fund or the applicable Portfolio’s investment adviser or subadviser, cast in person at a meeting called for the purpose of voting on such change. Similarly,approval. In addition, if required by law any amendment to the Insurance CompaniesAmended Advisory Agreement or any new advisory agreement must be approved by vote of a majority of the outstanding voting securities of the applicable Portfolio and by vote of a majority of the Directors who are not interested persons of (i) the Fund or (ii) the applicable Portfolio’s investment adviser or subadviser.

The Amended Advisory Agreement may be terminated without penalty by the Directors or by the shareholders of a Portfolio, on sixty days’ written notice, or by the Manager, on sixty days’ written notice, and terminates automatically in the event of its “assignment” as defined in the 1940 Act.

Unlike the Existing Advisory Agreements of the Group A Portfolios and the Artio International Stock Portfolio, which are governed by the laws of the State of New York, the Amended Advisory Agreement does not contain a provision specifying what state’s law governs.

The advisory fee schedule for each Portfolio will remain the same under the Amended Advisory Agreement. However, as explained above, under the Amended Advisory Agreement, each Portfolio would be obligated to pay the fees of any third-party administrator, for providing services that the Manager is obligated to provide or pay for under the Existing Advisory Agreements.

Comparison of Fees Under the Existing Advisory Agreements and Amended Advisory Agreement

The fees payable by each of the Portfolios under the Amended Advisory Agreement are identical to those currently payable by those Portfolios, respectively, under the Existing Advisory Agreements. Accordingly, no change in any Portfolio’s advisory fees will result if shareholders of a Portfolio approve Proposal II.

If shareholders of a Portfolio approve Proposal II, the Fund expects, at a future date, to retain a third-party administrator to provide administrative services to that Portfolio at the expense of the Portfolio. If a third-party administrator is retained on behalf of a Portfolio, the Manager estimates, based on a preliminary review of the market, that the Portfolio’s total annual operating expenses would increase by less than 0.005% of the Portfolio’s average daily net assets, assuming current assets levels for both the Fund and MIST and that the entire MetLife Funds Complex retains the same third-party administrator. The fees payable to the third-party administrator under the Administrative Services Agreement are expected to be based, in significant part, on the

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total assets in respect of which the third-party administrator provides administrative services for both the Fund and MIST. There can be no assurances that a Portfolio’s total annual operating expenses will not increase by more than the amount shown above.

Information Regarding the Administrative Services Agreement

The Administrative Services Agreement, including any fees paid by each Portfolio to a third-party administrator and any amendments to such Agreement, would not be subject to shareholder approval. Although amendments can be made to the Administrative Services Agreement without shareholder approval, the Fund’s Board will retain control over the administrative services provided to the Fund pursuant to the Administrative Services Agreement. This is because the Administrative Services Agreement is expected to provide that any amendment to the Administrative Services Agreement, including one that has the effect of increasing the fees paid under the Agreement, would have to be approved by a majority of the Board.

Information Regarding the Manager

The Manager is a Delaware limited liability company. MetLife Investors Group, Inc. (“Met Investors Group”) owns all of the voting interest in the Manager. Met Investors Group is a wholly owned subsidiary of MetLife, a publicly traded company. The members of the Manager include each insurance company the separate accounts of which invest in registered investment companies to which the Manager serves as investment adviser. Each member’s interest in the Manager entitles the member to share in the profit and loss of the Manager in proportion to the profit and loss of the Manager attributable to customers of that insurance company. The Chairman of the Board and President of the Manager is Elizabeth M. Forget. Ms. Forget, Paul G. Cellupica and Alan C. Leland, Jr. are the Manager’s directors. Ms. Forget is the President and Chief Executive Officer of the Fund, and her principal occupation is Senior Vice President of MetLife. Mr. Cellupica does not have a position with the Fund, and his principal occupation is Chief Counsel of MetLife. Mr. Leland is a Senior Vice President of the Fund and Vice President of MetLife, and his principal occupation is Treasurer and Chief Financial Officer of the Manager. The address of Ms. Forget and Mr. Cellupica is 1095 Avenue of the Americas, New York, New York 10036. The address of the Manager and Mr. Leland is 501 Boylston Street, Boston, Massachusetts 02116. The address of Met Investors Group is 5 Park Plaza, Irvine, CA 92614. The address of MetLife is 200 Park Avenue, New York, NY 10166.

Additional Information

Similar Portfolios Advised by the Manager

Appendix Econtains information regarding other portfolios for which the Manager acts as investment adviser with investment objectives and policies similar to those of a particular Portfolio.

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Affiliated Brokerage

The Portfolios did not pay any commissions to Affiliated Brokers (as defined below) may also standin the 1940 Act) during the fiscal year ended December 31, 2010.

Distributor

The Distributor, an affiliate of the Manager, located at 5 Park Plaza, Irvine, CA 92614, is the Fund’s distributor. The table below shows the amount paid by each Portfolio to benefit indirectly from such change.the Distributor pursuant to the Portfolio’s Distribution and Services Plan adopted pursuant to Rule 12b-1 under the 1940 Act (each, a “Distribution Plan”) for the year ended December 31, 2010. If Proposal II is adopted, the Distributor is expected to continue to provide distribution services to the Portfolios pursuant to distribution and services plans substantially similar to the Distribution Plans currently in place.

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The information set forth in this Proxy Statement concerning the Existing Advisory Agreements and the Amended Advisory Agreement has been provided to the Fund by the Manager.

Shareholder Voting Regarding the Amended Advisory AgreementVote Required

The shareholders of each Portfolio vote separately on Proposal II. All shares of a Portfolio vote together as a single class on Proposal II.

The vote required to approve the Amended Advisory Agreement is the lesser of (i) 67% of the shares of thea Portfolio that are present at the Meeting, if the holders of more than 50% of the shares of such Portfolio outstanding as of the Record Date are present or represented by proxy at the Meeting, or (ii) more than 50% of the shares of a Portfolio outstanding on the Record Date. If the required vote is not obtained for a Portfolio, the Directors will consider what other actions to take in the best interests of the Portfolio.

Recommendation of the Board

The Board of Directors believes that the Amended Advisory Agreement is in the best interests of shareholders of each Portfolio. Accordingly, the Board unanimously recommends that shareholders vote to APPROVE the Amended Advisory Agreement as set forth in Proposal II.

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PROPOSAL III: FUND REORGANIZING AS DELAWARE STATUTORY TRUST

Introduction and Board Considerations

At the Meeting, it is proposed that the shareholders of the Fund approve the reorganization of the Fund as a Delaware statutory trust. The reorganization would be effected pursuant to an Agreement and Plan of Reorganization (the “Reorganization Agreement”), which provides for (i) the transfer of all of the assets of each Portfolio of the Fund to a corresponding new series (the “New Portfolio”) of Metropolitan Series Fund, a newly formed Delaware statutory trust (the “New Trust”), in exchange for shares of such New Portfolio and the assumption by such New Portfolio of all of the liabilities, including any unstated liabilities, of the corresponding Portfolio; (ii) the distribution of such shares to the shareholders of each Portfolio in complete liquidation of each Portfolio; and (iii) the dissolution of the Fund under Maryland law (with respect to each Portfolio, a “Portfolio Reorganization” and, collectively, the “Reorganization”). The Reorganization is proposed to occur on or about April 30, 2012, although the date may be adjusted in accordance with the Reorganization Agreement.

The Board of Directors of the Fund and the Manager, the investment manager for each Portfolio, believe that reorganizing the Portfolios as series of the New Trust potentially may allow the Portfolios to benefit from a more flexible organizational structure and potentially reduce the administrative burden of maintaining two separate legal entities, organized in two different jurisdictions, in the MetLife Funds Complex. In determining to recommend the proposed Reorganization to shareholders for approval, the Board considered that, among other things, the proposed Reorganization provides the Fund and its shareholders with four principal potential benefits.

First, reorganizing the Fund as a Delaware statutory trust eliminates the need to obtain Board approval, file documents with the State of Maryland and incur the related costs, potentially multiple times a year, to increase the aggregate number of shares of stock or the number of shares of stock of any series or class that the Fund has authority to issue in response to subscription activity. Failure to handle these administrative matters under Maryland law correctly could lead to adverse consequences, including the issuance of shares which exceed the authorized capital of the Fund. By contrast, each series of the New Trust may issue an unlimited number of shares, which eliminates the need for the Fund’s current practice of periodically reallocating shares and limits the potential for the inadvertent issuance of unauthorized shares.

Second, Delaware law provides a board greater flexibility to modify a trust’s governance documents in those instances where shareholder voting rights would not be affected. This provides the trustees of a Delaware statutory trust with greater flexibility to respond to changing market and legal conditions without causing a Portfolio and its shareholders to incur the delay and expense of a proxy solicitation (which can be substantial), though it limits the matters on which shareholders will be entitled to vote.

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Third, Delaware provides a well-established system of jurisprudence relating to the operation of business entities and a specialized court system for handling business controversies.

Fourth, potential cost savings may result if the Reorganization is consummated because both the Fund and MIST would then be Delaware statutory trusts subject to Delaware law and have substantially identical organizational documents. Having common organizational documents and applicable state law allows certain fixed costs incurred by MIST and the Fund (e.g., the cost of fund counsel reviewing non-routine legal issues) to be applied against MIST’s and the Fund’s aggregate assets, causing each of these entities to bear smaller amounts of those expenses than they would if the entities did not have those commonalities. The Manager expects any cost savings achieved as a result of Proposal III to be modest and potentially immaterial.

For a comparison of certain attributes of the Fund and the New Trust that may affect the shareholders of the Fund, please see the discussion below under “Comparative Information on Shareholders’ Rights and Governance Issues.” As described in more detail below, the New Trust is a statutory trust governed by Delaware law and an agreement and declaration of trust. The New Trust has separate series representing different beneficial interests in the assets and liabilities belonging to that series, and shares of each series may be further divided into separate classes. If the Reorganization is consummated, the New Trust will adopt, pursuant to Rule 414 under the Securities Act of 1933, as amended, the registration statement of the Fund. Accordingly, no investment objectives or investment policies of any Portfolio are expected to change as a result of the Reorganization. In addition, no changes in any Portfolio’s investment adviser, subadviser (if applicable) and portfolio managers are expected to result from the Reorganization, if consummated, and no changes in the Portfolios’ expense structures are expected to result from the Reorganization. All of the Nominees for Directors of the Fund identified in Proposal I that are elected are expected to serve as trustees of the New Trust.

If Proposal III is approved, the Board reserves the right not to implement Proposal III if it determines Proposal III is no longer in the Portfolios’ best interests.

Summary of Reorganization Agreement

The terms of the Reorganization Agreement are summarized below. This summary is qualified in its entirety by reference to the Reorganization Agreement itself, which is set forth inAppendix F to this Proxy Statement.

The Reorganization Agreement provides that each New Portfolio will acquire all of the assets and assume all of the liabilities, including any unstated liabilities, of the corresponding Portfolio in exchange for shares of the New Portfolio with a total net asset value equal to the net assets of the corresponding Portfolio at the time of the Valuation Time (as defined in the Reorganization Agreement). Subject to the satisfaction of the

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conditions described below, such acquisition is scheduled to occur on or about April 30, 2012 (the “Closing Date”), or such other date as may be agreed upon by the parties.

As part of the closing of the Reorganization, each Portfolio will liquidate and distribute pro rata to its shareholders of record, as calculated on the business day prior to the Closing Date at the close of regularly scheduled trading on the New York Stock Exchange, the shares of the corresponding New Portfolio received in the Reorganization. The liquidation and distribution with respect to each class of a Portfolio’s shares will be accomplished by the transfer of the corresponding New Portfolio shares then credited to the account of the Portfolio on the books of the corresponding New Portfolio to newly-created accounts on the books of the corresponding New Portfolio in the names of the Portfolio shareholders. All issued and outstanding shares of each Portfolio will be canceled on the books of the Portfolio simultaneously. The New Portfolios will not issue certificates representing the New Portfolio shares issued in connection with such exchange.

After such distribution, the Fund will take all necessary steps under applicable state law, its governing instruments and any other applicable law to complete the dissolution of the Portfolios and the Fund, to the extent that the Fund has no outstanding shares following the closing of the Reorganization. The Board has determined, with respect to each Portfolio, that the interests of shareholders of a Portfolio will not be diluted as a result of the Reorganization and that participation in the Reorganization is in the best interests of each Portfolio.

Prior to the Reorganization, each Portfolio will purchase one or more shares (“Initial Shares”) of its corresponding New Portfolio and by written consent approve certain issues regarding the organization of the New Portfolio. The Fund, as the sole shareholder of the New Trust by virtue of the Initial Shares held by the Portfolios, will by written consent approve certain issues regarding the organization of the New Trust. The Portfolios and the Fund will vote in favor of such matters regarding the organization of the corresponding New Portfolios and the New Trust, respectively, only if the shareholders of the Fund vote to approve the Reorganization Agreement. Thus shareholders of the Fund, in approving the proposed Reorganization, will also, in effect be approving the following matters:

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Shareholders are not being asked to vote separately on these issues.

The Reorganization Agreement may be terminated and the Reorganization abandoned at any time prior to the consummation of the Reorganization, before or after approval by the shareholders of the Fund, if circumstances should develop that, in the Board’s opinion, make proceeding with the Reorganization inadvisable with respect to the Fund. The Reorganization Agreement provides that the Fund or the New Trust may waive compliance with any of the covenants or conditions made therein for the benefit of the Portfolios or the New Portfolios, as applicable, other than the requirement that the Reorganization Agreement be approved by shareholders of the Fund.

Comparative Information on Shareholders’ Rights and Governance Issues

As a Maryland corporation, the operations of the Fund are governed by its Articles of Incorporation (the “Articles”), its Bylaws and applicable Maryland and federal law. The operations of the New Trust, as a Delaware statutory trust, will be governed by its Agreement and Declaration of Trust (the “Declaration of Trust”), its Bylaws and applicable Delaware and federal law. As discussed below, certain shareholder rights and governance issues differ between the Fund and the New Trust.

Form of Organization

The Fund is organized as a Maryland corporation, and the New Trust is organized as a Delaware statutory trust. Like the Fund, the New Trust will be registered as an open-end management investment company under the 1940 Act, and organized as a “series company” as that term is used in Rule 18f-2 under the 1940 Act. Like the Fund, the New Trust will offer shares of its series to insurance company separate accounts to serve as an investment vehicle for variable annuity contracts and variable life insurance policies issued by certain insurance companies.

The business of the Fund is overseen by a Board of Directors and the business of the Trust will be overseen by a Board of Trustees. The duties and responsibilities of the Directors in respect of the Fund and the Trustees in respect of the New Trust are substantially similar.

Capitalization

The beneficial interests in the Fund are represented by 4.75 billion common shares with a par value of $0.01 each. The beneficial interests in the New Trust are expected to be represented by an unlimited number of transferable shares of beneficial interest, $.001 par value per share. Both the Declaration of Trust of the New Trust and the Articles of Incorporation of the Fund permit the Trustees and Directors, respectively, to allocate shares into one or more series, and classes thereof, with rights determined by the Trustees and Directors, respectively, all without shareholder approval. Fractional shares may be issued by the Fund and the New Trust.

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Because the New Trust is intended to carry on the business of the Fund, it will initially have 34 separate series, each corresponding to a current Portfolio of the Fund, with the same investment objective and principal investment strategies of the corresponding Portfolio. The New Trust will offer Class A, Class B, Class D, Class E, Class F and Class G shares, with each New Series offering the same classes of shares as are offered by its corresponding Portfolio.

Shares of each class of a Portfolio of the Fund and each class of a series of the New Trust represent an equal pro rata interest in the Portfolio or series, respectively, with each other share of that class. Shareholders of each Portfolio or series are entitled to receive dividends and other amounts as determined by the Directors or Trustees, as applicable.

Shareholder Liability

Under Delaware law, shareholders of a Delaware statutory trust are entitled to the same limitation of personal liability extended to stockholders of Delaware corporations. To the extent that the New Trust or a shareholder is subject to the jurisdiction of courts in other states, it is possible that a court may not apply Delaware law and may thereby subject shareholders of the New Trust to liability. To guard against this risk, the Declaration of Trust of the New Trust (a) provides that any written obligation of the New Trust may contain a statement that such obligation may only be enforced against the assets of the New Trust or the particular series in question and the obligation is not binding upon the shareholders of the New Trust; however, the omission of such a disclaimer will not operate to create personal liability for any shareholder; and (b) provides for indemnification out of the New Trust’s property of any shareholder held personally liable for the obligations of the New Trust as a shareholder. Accordingly, the risk of a shareholder of the New Trust incurring financial loss beyond that shareholder’s investment in the New Trust solely because of his or her status as a shareholder of the New Trust is limited to circumstances in which: (1) the court refuses to apply Delaware law; (2) no contractual limitation of liability was in effect; and (3) the New Trust itself is unable to meet its obligations. In light of Delaware law, the nature of the New Trust’s business, and the nature of its assets, the risk of personal liability to a shareholder of the New Trust solely because of his or her status as a shareholder is remote.

Under Maryland law, shareholders of the Fund have no personal liability as such for the acts or obligations of a Portfolio or the Fund.

Shareholder Meetings and Voting Rights

As an owner of a Contract issued by separate accounts of the Insurance Companies, you generally have the right to instruct your Insurance Company how to vote at shareholder meetings. Although you are not directly a shareholder of the Fund and will not be a direct shareholder of the New Trust, you have this right because some or all of your Contract value is invested, as provided by your Contract, in one or more

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Portfolios and, if Proposal III is approved, will be invested in one or more New Portfolios. Accordingly, for purposes of this section, the term “shareholder” refers to you in your capacity as a Contract Owner who is able to instruct your Insurance Company how to vote its shares.

Neither the Fund nor the New Trust is required to hold annual meetings of shareholders and neither expects to do so. Both the Fund and the New Trust would be required to call a meeting of shareholders for the purpose of electing Directors and Trustees, respectively, if, at any time, less than a majority of the Directors or Trustees, respectively, then holding office were elected by shareholders. Shareholders of each Portfolio of the Fund or series of the New Trust generally vote separately, by Portfolio or series, as to matters, such as changes in fundamental investment restrictions, that affect only their particular Portfolio or series. Shareholders of each Portfolio of the Fund or series of the New Trust generally vote by class as to matters, such as approval of, or amendments to, a Rule 12b-1 distribution plan, that affects only their particular class.

Until and unless amended by the Board, the Bylaws of the Fund provide that the holders of a majority of the shares outstanding and entitled to vote shall constitute a quorum for the transaction of business at any regular or special meeting of the Fund. Except when a larger quorum is required by applicable law or the applicable governing documents, with respect to the New Trust, 33 ¹/3% of the shares issued and outstanding constitutes a quorum for consideration of a matter at a shareholders’ meeting but any lesser number is sufficient for adjourned sessions. Like the Fund, when a quorum of shareholders of the New Trust is present at a meeting, a majority of the shares voted would be sufficient to act on a matter and a plurality of the shares voted would be required to elect a Trustee. Neither the Fund nor the New Trust permits the use of cumulative voting in the election of Directors or Trustees, respectively. A Director of the Fund may be removed with or without cause by a vote of the shareholders holding a majority of the shares entitled to vote for the election of directors at any meeting of shareholders at which a quorum is present. A Trustee of the New Trust may be removed at a meeting of shareholders by a vote of two-thirds of the outstanding shares of the New Trust. Under the Declaration of Trust and Articles of Incorporation of the New Trust and the Fund, respectively, each whole share of beneficial interest or common stock is entitled to one vote, and each fractional share is entitled to a proportionate vote.

Liquidation

In the event of the liquidation of the Fund or the New Trust, or a series, or a class of shares of a series, shareholders of the Fund and the New Trust, or the series, or the class of shares of the series, would be entitled to receive, when and as declared by the Directors or Trustees, the excess of the assets belonging to the Fund or New Trust, the series, or attributable to the class of the series, over the liabilities belonging to the Fund or New Trust, the series, or attributable to the class of the series, as applicable. The

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assets so distributable to shareholders will be distributed among the shareholders in proportion to the number of shares of the Fund or New Trust, the series, or the class of shares of the series owned by them on the date of distribution. The Trustees of the New Trust may vote to liquidate the New Trust or any series thereof without shareholder approval; liquidation of the Fund at a time when shares of the Fund remain outstanding would generally require the approval of shareholders of a majority of the shares of the Fund entitled to vote on the issue. However, under Maryland law applicable to the Fund, if the Directors find that the continuation of the offering of the shares of any one or more series or classes is no longer in the best interests of the Fund, the Fund may elect to exercise its involuntary redemption right and force the redemption of such series’ or class’s shares so that there are no outstanding shares, in which case a shareholder vote would not be required to liquidate the series or class.

Liability and Indemnification of Trustees/Directors

The Bylaws of the Fund provide that a present or former Director or officer is entitled to indemnification to the full extent permissible under the laws of the State of Maryland against liabilities and expenses with respect to claims related to his or her position with the Fund; provided that, except as specifically required by the laws of the State of Maryland, the Fund is only required to indemnify persons other than Directors to the extent specifically approved by resolution adopted by the Board of Directors, provided that no indemnification shall be provided to a Director or officer against any liability to the Fund or any shareholder by reasons of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office.

Under the Declaration of Trust of the New Trust, a Trustee or officer is liable to any person in connection with the assets or affairs of the New Trust or any series only for such Trustee’s or officer’s own willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the person’s office. As provided in the Declaration of Trust, each Trustee and officer of the New Trust is entitled to be indemnified against all liabilities against him or her, including the costs of litigation, unless it is determined that the Trustee or officer (1) did not act in good faith in the reasonable belief that his or her action was in or not opposed to the best interests of the New Trust; (2) had acted with willful misfeasance, bad faith, gross negligence or reckless disregard of his or her duties; and (3) in a criminal proceeding, had reasonable cause to believe that his or her conduct was unlawful.

* * * * *

The foregoing is only a summary of certain terms of the New Trust’s Declaration of Trust and the Fund’s Articles, the New Trust’s and the Fund’s Bylaws, and Delaware, Maryland and federal law. It is not intended as a complete description of those documents or laws. Shareholders should refer to the provisions of the Declaration of Trust, the Articles and the Bylaws, and to Delaware, Maryland or federal law

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directly, for more complete information. Shareholders entitled to instruct the Insurance Companies to vote at the Meeting may obtain a copy of the New Trust’s Declaration of Trust and Bylaws, without charge, upon written or oral request to the Fund at the address and telephone number set forth on the cover of this Proxy Statement. The Fund’s Articles and Bylaws have been filed as exhibits to the Fund’s registration statement on file with the SEC atwww.sec.gov.

Subadvisers

Like the Fund, the New Trust will rely on an exemptive order from the Securities and Exchange Commission that permits the Manager, subject to certain conditions, and without the approval of shareholders to: (a) employ a new investment subadviser for a New Portfolio pursuant to the terms of a new investment subadvisory agreement, in each case either as a replacement for an existing subadviser or as an additional subadviser; (b) change the terms of any investment subadvisory agreement in a way that would otherwise require the approval of shareholders; and (c) continue the employment of an existing subadviser on the same subadvisory contract terms where a contract has been terminated because of an assignment of the contract, including, potentially, a change in control of the subadviser. In such circumstances, shareholders would receive notice of such action, including information concerning the new subadviser. Generally, the Board of Trustees of the New Trust must approve any new subadvisory agreements implemented in reliance on the exemptive order. A New Portfolio may not rely on the exemptive order with respect to subadvisers that are affiliated with the Manager.

Federal Income Tax Consequences of the Portfolio Reorganizations

The reorganization of each Portfolio into its corresponding New Portfolio is expected to qualify for U.S. federal income tax purposes as a tax-free reorganization under Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and thus is not expected to result in the recognition of gain or loss by either the Portfolio, the New Portfolio, or their shareholders, the insurance company separate accounts. Provided that the variable life insurance policies or variable annuity contracts funded by a Portfolio qualify as life insurance or annuity contracts under Section 72 of the Code, the Portfolio Reorganization will not be a taxable event for owners of such contracts, regardless of whether the Reorganization is taxable or tax-free. It is accordingly expected that such contract owners will not recognize taxable gain or loss as a result of a Portfolio Reorganization.

As a condition to the closing of the Reorganization, each Portfolio and its corresponding New Portfolio will receive a legal opinion from Ropes & Gray LLP (which opinion will be subject to certain qualifications satisfactory to the Portfolio and the New Portfolio), to the effect that, on the basis of the existing provisions of the

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Code, the Treasury Regulations promulgated thereunder, current administrative rules, pronouncements and court decisions, for federal income tax purposes:

Each opinion will be based on factual certifications made by officers of the applicable Portfolio and the corresponding New Portfolio, and on customary

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assumptions. No opinion is a guarantee that the tax consequences of a Portfolio Reorganization will be as described above. There is no assurance that the Internal Revenue Service (“IRS”) or a court would agree with any opinion. Opinions of counsel are not binding upon the IRS or the courts.

If the IRS or a court were to disagree with an opinion, it could subject one or both Portfolios to a Portfolio-level tax or affect the qualification of one or both Portfolios as “a regulated investment company” under the Code. The above description of the U.S. federal income tax consequences of the Portfolio Reorganizations is made without regard to the particular facts and circumstances of any shareholder or Contract Owner. Shareholders of each Portfolio and owners of contracts funded by each Portfolio should consult their tax advisors regarding the effect, if any, of a Portfolio Reorganization in light of their individual circumstances. Since the foregoing discussion relates only to certain U.S. federal income tax consequences of a Portfolio Reorganization, each shareholder of a Portfolio and owner of one or more contracts funded by a Portfolio should also consult their tax advisors as to the state, local and non-U.S. tax consequences, if any, of a Portfolio Reorganization based upon their particular circumstances.

Vote Required

The shareholders of the Fund vote together as a single class on Proposal III.

The vote required to approve Proposal III is the lesser of (i) 67% of the shares of the Fund that are present at the Meeting, if the holders of more than 50% of the shares of the Fund outstanding as of the Record Date are present or represented by proxy at the Meeting, or (ii) more than 50% of the shares of the PortfolioFund outstanding on the Record Date. If the required vote is not obtained, for the Portfolio, the Directors will consider what other actions to take in the best interests of the Portfolio.Fund.

Recommendation of the Board

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THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS OF THE PORTFOLIO VOTE FOR THE AMENDED ADVISORY AGREEMENT.OTHER INFORMATION

IV. Other Information

Information about Voting Instructions and the Conduct of the Meeting

Solicitation of Voting Instructions.

Voting instructions will be solicited primarily by mailing this Proxy Statement and its enclosures, but voting instructions may also be solicited through further mailings, telephone calls, personal interviews or e-mail by officers of the Fund or by

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its agents. In addition, Computershare Fund Services Inc. has been engaged to assist in the solicitation of proxies atfor a total estimated costfee of approximately $165,735.$710,000, although the actual costs of the solicitation may be higher. The PortfolioFund will bear, halfsubject to any expense limitation agreement in place, all of the costs of the Meeting, including the costs of printing and mailing this proxy statement and soliciting voting instructions, and Artisan Partnersother than those costs relating to Proposal II, which will bearbe borne by the other half.Manager.

Voting Process.

The shares of the Portfolio are currently sold to Metropolitan Lifethe Insurance Company (“MetLife”) and its insurance company affiliates (collectively, the “Insurance Companies”)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 SEC, and to certain eligible qualified retirement plans.SEC. Most of the shares of the Portfolio are attributable to variable life insurance or variable annuity contracts (“Contracts”)Contracts issued by the Insurance Companies. Other outstanding Portfolio shares are not attributable to Contracts, because such shares are (a) held in a separate account that is not registered as an investment company, or (b) held in the Insurance Company’s general account rather than in a separate account.

Record owners of the shares of the Portfolio as of the Record Date will be entitled to vote and may cast one vote for each share held and a fractional vote for each fractional share held. A majority of the shares of a Portfolio or the PortfolioFund outstanding as of the Record Date, present in person or represented by proxy, constitutes a quorum for the transaction of business by the shareholders of such Portfolio or the PortfolioFund, respectively, at the Meeting.

In determining whether a quorum is present, the tellers (persons appointed by the Fund to receive, count and report all ballots cast at the Meeting) will count shares represented by proxies that reflect abstentions or votes withheld as shares that are present and entitled to vote. Since these shares will be counted as present, but not as voting in favor of any Proposal, these shares will have the same effect as if they cast votes against Proposals II and III. With respect to Proposal I, so long as a quorum is present, abstentions or votes withheld (unless all votes with respect to a Nominee are withheld) will have no effect on the Proposals.outcome of Proposal I.

In accordance with their understanding of presently applicable law, the Insurance Companies will vote the shares of thea Portfolio that are attributable to the Contracts based on voting 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 Contract owner is determined by dividing a variable life insurance policy’s or variable benefit option’s cash

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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 the Portfolio.

The

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Each Portfolio currently issues one or more of the following share classes: Class A shares, Class B shares, Class D shares, Class E shares, Class F shares and Class EG shares, which, among other things, have different net asset values. Whether Class A shares, Class B shares, Class D shares, Class E shares, Class F shares or Class EG shares are offered in connection with a given Contract depends on the particular Contract. Each Class A share, Class B share, Class D share, Class E share, Class F share and Class EG share has one vote. For purposes of determining the number of Portfolio shares for which a Contract owner is entitled to give voting instructions, the Insurance Companies use the per share net asset value for such class of Portfolio shares that are offered under that Contract. Fractional votes will be counted. The number of shares for which a Contract owner has a right to give voting instructions is determined as of the Record Date.

Portfolio shares held in an investment division attributable to Contracts for which no timely instructions are received or that are not attributable to 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 Contracts participating in that 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. Certain portfolios (the “Asset Allocation Portfolios”) advised by Met Investors Advisory, LLC (“Met Investors”), an affiliate of MetLife Advisers, invest substantially all of their assets in other portfolios, including the Portfolio. The Asset Allocation Portfolios have the right to give voting instructions with respect to approximately 55.2% of the Class A shares of the Portfolio. Met Investors expects to give voting instructions on behalf of the Asset Allocation Portfolios on each Proposal in the same proportion as the vote of the other contract owners of the Portfolio with respect to each of the Proposals. Because the Portfolio usesFund and the Portfolios use proportional voting, a small number of shareholders may determine the outcome of a vote, including the vote on the Proposals.

With respect to Proposal II, if you are a Contract Owner of units that relate to shares of more than one Portfolio, your voting instruction card will ask you to provide separate voting instructions for each such Portfolio.

If an enclosed voting instruction formcard 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.card mailed to the Fund at 501 Boylston Street, Boston, Massachusetts 02116, or by calling toll free (800) 638-7732. The Fund must receive the revocation or later voting instruction card prior to the Meeting for the revocation to be effective.

If you simply sign the voting instruction card without specifying an instruction, the voting instruction card will be voted in accordance with the recommendation of the Fund’s Board with respect to each Proposal considered at the Meeting.

For instructions on how to attend the meeting and vote in person, please call (800) 638-7732.

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Adjournments; Other Business. An

With respect to Proposals I and III, an adjournment of the Meeting requires the vote of a majority of the total number of shares of the Fund that are present in person or by proxy and entitled to vote. With respect to Proposal II, an adjournment of the Meeting as to any Portfolio requires the vote of a majority of the total number of shares of the relevant Portfolio that are present in person or by proxy and entitled to vote. The Meeting has been called to transact any business that properly comes before it. The only business that management of the Fund intends to present or knows that others will present are the Proposals. If any other matters properly come before the Meeting, and on all matters incidental to the conduct of the Meeting, the persons named as proxies intend to vote the proxies in accordance with their judgment,discretion, unless the Secretary of the Fund has previously received written contrary instructions from the shareholder entitled to vote the shares. Shares represented by properly executed proxy cards that constitute abstentions will have the effect of a vote against any adjournment.

Shareholder Proposals at Future Meetings.

Under the Bylaws, the Fund is not required to hold an annual meeting of stockholdersshareholders in any year in which the election of directors is not required to be acted upon under the 1940 Act. Shareholder proposals to be presented at any future meeting of shareholders of thea Portfolio or the Fund must be received by the Fund in writing a reasonable amount of time before the Fund solicits proxies for that meeting in order to be considered for inclusion in the proxy materials for that meeting.

Independent Registered Public Accounting Firm

Deloitte & Touche LLP (the “Independent Registered Public Accounting Firm”), 200 Berkeley Street, Boston, Massachusetts 02166, serves as the independent registered public accounting firm for the Portfolios. Deloitte & Touche LLP provides audit services, tax return review and assistance and consultation in connection with review of SEC filings. Representatives of the Independent Registered Public Accounting Firm will not be available at the Meeting.

The following tables set forth, for the Fund’s two most recent fiscal years, the fees billed by the Independent Registered Public Accounting Firm for (a) all audit and non-audit services provided directly to the Fund and (b) those non-audit services provided to the Manager and subadvisers (other than subadvisers not affiliated with the Manager) and any entity controlling, controlled by or under common control with the Manager that provides ongoing services to the Fund (collectively, “Service Entities”) that relate directly to the Portfolios’ operations and financial reports:

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Reasons“Audit Fees” represent fees billed for Submitting Proposal 1 to a Shareholder Vote

The 1940 Act generally provides that an adviser or subadviser to a mutual fund may act as such only pursuant to a written contract that has been approved by a voteeach of the fund’s shareholders, as well as by a vote of a majoritylast two fiscal years or professional services rendered for the audit of the directorsFund’s annual financial statements for those fiscal years or services that are normally provided by the accountant in connection with statutory or regulatory filings or engagements for those fiscal years. “Audit-Related Fees,” if any, represent fees for assurance and related services by the Independent Registered Public Accounting Firm that are reasonably related to the performance of the fund who are not parties to such contractaudit or interested persons of any party to such contract. The Manager, however, has received from the SEC an exemption from the shareholder approval voting requirement in certain circumstances (the “SEC Exemption”). Subject to certain conditions, the SEC Exemption permits the Manager to enter into subadvisory agreements for the management of a portfolioreview of the Fund without obtaining the approval of the portfolio’s shareholders, including agreements with new subadvisersFund’s financial statements and that are not affiliated personsincluded in “Audit Fees.” “Tax Fees” represent fees for services rendered to the Fund for tax return preparation and review of and participation in determining required income and capital gains distributions. “All Other Fees” represents fees, if any, billed for other products and services rendered by the Independent Registered Public Accounting Firm to the Fund for the last two fiscal years.

The Fund’s Audit Committee has established pre-approval procedures pursuant to paragraph (c)(7)(i)(B) of Rule 2-01 of Regulation S-X, which include regular pre-approval procedures and interim pre-approval procedures. Under the regular pre-approval procedures, the Audit Committee pre-approves at its regularly scheduled meetings audit and non-audit services that are required to be pre-approved under paragraph (c)(7) of Rule 2-01 of Regulation S-X. Under the interim pre-approval procedures, any member of the Manager orAudit Committee who is an Independent Director is authorized to pre-approve proposed services that arise between regularly scheduled Audit Committee meetings and that need to commence prior to the Fund other than by reason of serving as subadvisernext regularly scheduled Audit Committee meeting. Such Audit Committee member must report to one or more series of the Fund. Such agreements mustAudit Committee at its next regularly scheduled meeting on the pre-approval decision. There were no fees required to be approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X, which requires the audit committee of a registered investment company to pre-approve certain non-audit services provided to the registered investment company’s investment adviser or its affiliates.

For the Fund’s two most recent fiscal years, the aggregate non-audit fees billed by the Directors in accordance with the requirements of the 1940 Act.

Although the Manager may enter into a new subadvisory agreement without shareholder approval, the Fund is submitting Proposal 1Independent Registered Public Accounting Firm for the approval of shareholders of the Portfolio because the Manager intendsservices rendered to enter into the New Subadvisory Agreement only if shareholders approve of the Amended Advisory Agreement. Because the two Proposals are so closely related, the Board of Directors wishes to secure the approval of shareholders of the Portfolio for both Proposals. If the Portfolio’s shareholders approve neither Proposal 1 nor Proposal 2, the Manager does not intend, at this time, to enter into a subadvisory agreement with Artisan Partners with respect to the Portfolio. If the Portfolio’s shareholders approve Proposal 2 but do not approve Proposal 1, the Manager reserves the right to enter into a subadvisory agreement with Artisan Partners with respect to the Portfolio in accordance with the terms of the SEC Exemption.

Information about the Manager

The Manager is a Delaware limited liability company. New England Life Insurance Company (“New England”) owns all of the voting interest in the Manager. New England is a wholly owned subsidiary of MetLife, which in turn is a wholly owned subsidiary of MetLife, Inc., a publicly traded company. The members of the Manager include each insurance company the separate accounts of which invest in registered investment companies to which the Manager serves as investment adviser. The Chairman of the Board and President of the Manager is Elizabeth M. Forget. Ms. Forget, Paul G. Cellupica and Alan C. Leland, Jr. are the Manager’s directors. Ms. Forget is the President and Chief Executive Officer of the Fund and her principal occupation is Senior Vice President of MetLife. Mr. Cellupica does not have a position withthe Service Entities were as follows:

The amounts set out above represent the aggregate non-audit fees billed by the Independent Registered Public Accounting Firm to MetLife and its subsidiaries, and include, among other non-audit fees, non-audit fees for services rendered to the Fund and his principal occupation is Chief Counsel, Securities Regulation & Corporate Services,rendered to the Manager and any entity controlling, controlled by or under common control with the Manager that provides ongoing services to the Fund.

The Fund’s Audit Committee considered the provision of MetLife, Inc. Mr. Leland is a Senior Vice President ofnon-audit services that were rendered to the Manager, and any entity controlling, controlled by or under

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common control with the Manager that provides ongoing services to the Fund that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X and of New England, and his principal occupation is Treasurer and Chief Financial Officer ofconcluded that such services are compatible with maintaining the Manager. The address of Ms. Forget and Mr. Cellupica is 1095 Avenue of the Americas, New York, New York 10036. The address of the Manager, New England, and Mr. Leland is 501 Boylston Street, Boston, Massachusetts 02116.Independent Registered Public Accounting Firm’s independence.

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Information about the Fund

Copies of the most recent annual report and the most recent semiannual report succeeding the most recent annual report of the Fund, for the fiscal year ended December 31, 2008if any, may be obtained without charge by calling (800) 638-7732 or by writing to the Assistant Secretary of theMichael P. Lawlor, Metropolitan Series Fund, Inc., c/o MetLife Advisers, LLC at 501 Boylston Street, Boston, Massachusetts 02116. This Proxy Statement, the most recent annual report and semiannual report to shareholders, and any amendments or supplements to the foregoing material that are required to be furnished to shareholders, are available on the Internet at www.metlife.com/msf.

Ownership of Shares

As of the Record Date, the following number of shares of theeach Portfolio were outstanding and entitled to vote:

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All of the shares of the PortfolioPortfolios are held of record by the Insurance Companies for allocation to the corresponding investment divisions or sub-accounts of certain of their separate accounts. Because the Insurance Companies own 100% of the Shares of the PortfolioFund, they may be deemed to be in control (as defined in the 1940 Act) of the Fund. Shares of the Portfolios are not offered for direct purchase by the investing public.

The Insurance Companies have informed the Fund that, as of the Record Date, there were no persons owning Contracts which would entitle them to instruct the Insurance Companies with respect to 5% or more of the voting securities of theany share class of a Portfolio. The Fund has been informed that, as of the Record Date, the officers and Directors as a group owned less than 1% of the outstanding shares of theany Portfolio.

BecauseAdministrator

The Manager provides administrative services to the Insurance Companies own 100% ofPortfolios under the Shares ofExisting Advisory Agreements.Appendix B to this Proxy Statement sets forth the Fund, they may be deemed to be in control (as that term is defined inadvisory fees paid for the 1940 Act) of the Fund.

Principal Underwriterfiscal year ended December 31, 2010, which include fees paid for administrative services.

MetLife Investors Distribution Company is the principal underwriter and distributor of the Fund. The address of MetLife Investors Distribution Company is 5 Park Plaza, Irvine, CA 92614.

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INSTRUCTIONS FOR EXECUTING VOTING INSTRUCTIONS

The following general rules for signing voting instructions may be of assistance to you and may help to avoid the time and expense involved in validating your vote if you fail to sign your voting instructions properly.

1. INDIVIDUAL ACCOUNTS: Sign your name exactly as it appears in the Registration on the voting instructions.

2. JOINT ACCOUNTS: Either party may sign, but the name of the party signing should conform exactly to a name shown in the Registration on the voting instructions.

3. ALL OTHER ACCOUNTS: The capacity of the individual signing the voting instructions should be indicated unless it is reflected in the form of Registration. For example:

After completing your voting instructions, return it in the enclosed postage paid envelope.

If you have any questions about the voting instructions, please call Computershare Fund Services at (800) 638-7732.

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Appendix A

METROPOLITAN SERIES FUND, INC.

FORM OF NEW SUBADVISORY AGREEMENTNOMINATING COMMITTEE CHARTER

(Met/Artisan Mid Cap Value Portfolio)

This Sub-Advisory Agreement (this “Agreement”) is entered into as of __, 2009 by and between MetLife Advisers, LLC, a Delaware limited liability company (the “Manager”) and Artisan Partners Limited Partnership, a Delaware limited partnership (the “Subadviser”).

WHEREAS, the Manager has entered into an Amended and Restated Advisory Agreement dated May 1, 2009 (the “Advisory Agreement”) with METROPOLITAN SERIES FUND, INC. (the “Fund”), pursuant to which the Manager provides portfolio management and administrative services to the Met/Artisan Mid Cap Value Portfolio (formerly, the Harris Oakmark Focused Value Portfolio) of the Fund (the “Portfolio”);

WHEREAS, the Advisory Agreement provides that the Manager may delegate any or all of its portfolio management responsibilities under the Advisory Agreement to one or more subadvisers;

WHEREAS, the Manager desires to retain the Subadviser to render portfolio management services in the manner and on the terms set forth in this Agreement.

WHEREAS, the Subadviser is registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and is engaged in the business of rendering investment advisory services to investment companies and other institutional clients and desires to provide such services to the Manager;

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, the Manager and the Subadviser agree as follows:

1.Sub-Advisory Services.

a. The Subadviser shall, subject to the supervision of the Manager and in cooperation with the Manager, as administrator, or with any other administrator appointed by the Manager (the “Administrator”), manage the investment and reinvestment of the assets of the Portfolio. The Subadviser shall invest and reinvest the assets of the Portfolio in conformity with (1) the investment objective, policies and restrictions of the Portfolio set forth in the Fund’s prospectus and statement of additional information, as revised or supplemented from time to time, relating to the Portfolio (the “Prospectus”), (2) any additional policies or guidelines established by the Manager or by the Fund’s Directors that have been furnished in writing to the Subadviser and (3) the provisions of the Internal Revenue Code (the “Code”) applicable to “regulated investment companies” (as defined in Section 851 of the Code) and “segregated asset accounts” (as defined

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in Section 817 of the Code) including, but not limited to, the diversification requirements of Section 817(h) of the Code and the regulations thereunder, all as from time to time in effect (collectively, the “Policies”), and with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940 (the “1940 Act”) the rules and regulations thereunder and the interpretive opinions thereof of the staff of the Securities and Exchange Commission (“SEC”) (“SEC Positions”); provided, however, that the Manager agrees to inform the Subadviser of any and all applicable state insurance law restrictions that operate to limit or restrict the investments the Portfolio might otherwise make (“Insurance Restrictions”), and to inform the Subadviser promptly of any changes in such Insurance Restrictions. Subject to the foregoing, the Subadviser is authorized, in its discretion and without prior consultation with the Manager, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Portfolio, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Portfolio may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Subadviser shall determine. Notwithstanding the foregoing provisions of this Section 1.a, however, the Subadviser shall, upon written instructions from the Manager, effect such portfolio transactions for the Portfolio as the Manager shall determine are necessary in order for the Portfolio to comply with the Policies.

b. The Subadviser shall furnish the Manager and the Administrator daily, weekly, monthly, quarterly and/or annual reports concerning portfolio transactions and the investment performance of the Portfolio in such form as may be mutually agreed upon, and agrees to review the Portfolio and discuss the management of the Portfolio with representatives or agents of the Manager, the Administrator or the Fund at their reasonable request. The Subadviser shall, as part of a complete portfolio compliance testing program (and based upon the information regarding the Portfolio in its possession), perform quarterly diversification testing under Section 817 (h) of the Code with respect to the Portfolio. The Subadviser shall provide timely notice each calendar quarter that such diversification was satisfied, or if not satisfied, that corrections were made within 30 days of the end of the calendar quarter. The Subadviser shall also provide the Manager, the Administrator or the Fund with such other information and reports as may reasonably be requested by the Manager, the Administrator or the Fund from time to time, including without limitation all material as reasonably may be requested by the Directors of the Fund pursuant to Section 15(c) of the 1940 Act. The Subadviser shall furnish the Manager (which may also provide it to the Fund’s Board of Directors) with copies of all material comments that are directly related to the Portfolio and the services provided under this Agreement received from the SEC following routine or special SEC examinations or inspections.

c. The Subadviser shall provide to the Manager a copy of the Subadviser’s Form ADV as filed with the SEC and as amended from time to time and a list of the persons whom the Subadviser wishes to have authorized to give written and/or oral instructions to custodians of assets of the Portfolio. The Subadviser represents that it will notify the Manager of any change in the membership of the Subadviser within a reasonable time after any such change; delivery of the Subadviser’s Disclosure Statement consisting of Part II of the Subadviser’s Form ADV shall be deemed to satisfy such notice requirement.

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d. In accordance with Rule 206(4)-7 under the Advisers Act, the Subadviser has adopted and implemented written policies and procedures reasonably designed to prevent violation of the Advisers Act and its Rules by the Subadviser and its supervised persons. Further, the Subadviser reviews, at least annually, its written policies and procedures and the effectiveness of their implementation.

e The Subadviser shall:

i) Comply with the Manager’s written compliance policies and procedures pursuant to Rule 38a-1;

ii) Provide copies of their annual compliance review report (or a summary of the process and findings) and copies of any third-party compliance audits;

iii) Notify the Manager promptly of any contact from the SEC or other regulators or Self Regulatory Organization (“SRO”) with respect to the Portfolio and the services provided pursuant to this Agreement (such as an examination, inquiry, investigation, institution of a proceeding, etc.); and

iv) Notify the Manager promptly of any material compliance matters (as defined in Rule 38a-1 under the 1940 Act) and actions taken in response.

f. In accordance with Rule 17a-10 under the 1940 Act and any other applicable law, the Subadviser shall not consult with any other subadviser to the Portfolio or any subadviser to any other portfolio of the Fund or to any other investment company or investment company series for which the Manager serves as investment adviser concerning transactions of the Portfolio in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act.

g. Unless the Manager gives the Subadviser written instructions to the contrary, the Subadviser shall use its good faith judgment in a manner which it reasonably believes best serves the interest of the Portfolio’s shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested.

h. Upon the request of the Manager or the Portfolio’s pricing agent, the Subadviser shall provide reasonable and good faith fair valuations for any securities in the Portfolio for which the Portfolio’s pricing agent has determined current market quotations are not readily available or reliable. In connection with the provision of such securities valuations, the Subadviser shall further provide information concerning the basis upon which the Subadviser’s valuation determination was made as may be reasonably requested by the Manager, and all such information shall be provided in a format reasonably acceptable to the Manager. Except as set forth herein, the Subadviser shall not be responsible for determining valuations for the securities and/or other assets of the Portfolio.

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i. The Subadviser shall be responsible for expenses relating to the preparation, filing and mailing of any prospectus supplement or other required regulatory filings or mailings, exclusive of annual updates, required as a result of actions taken by the Subadviser.

2.Obligations of the Manager.

a. The Manager shall provide (or cause the Fund’s custodian to provide) information to the Subadviser in a timely manner regarding such matters as the composition of assets in the Portfolio, cash requirements and cash available for investment in the Portfolio, and all other information as may be reasonably necessary for the Subadviser to perform its responsibilities hereunder, including, but not limited to, the Manager’s compliance policies and procedures.

b. The Manager has furnished the Subadviser a copy of the Prospectus and agrees during the continuance of this Agreement to furnish the Subadviser copies of any revisions or supplements thereto at, or, if practicable, before the time the revisions or supplements become effective. The Manager agrees to furnish the Subadviser with relevant sections of minutes of meetings of the Directors of the Fund applicable to the Portfolio to the extent they may affect the duties of the Subadviser, and with copies of any financial statements or reports of the Fund with respect to the Portfolio to its shareholders, and any further materials or information which the Subadviser may reasonably request to enable it to perform its functions under this Agreement, including, but not limited to, timely information relating to any Insurance Restrictions and the Manager’s compliance policies and procedures.

c. The Subadviser agrees that all books and records which it maintains for the Fund are the Fund’s property. The Subadviser also agrees upon request of the Manager or the Fund, promptly to surrender the books and records to the requester (provided that the Subadviser may retain copies of such books and records to the extent the Subadviser reasonably believes it is required to do so to comply with applicable legal or regulatory requirements) or make the books and records available for inspection by representatives of regulatory authorities. The Subadviser shall permit all books and records with respect to the Portfolio to be inspected and audited by the Manager and the Administrator at all reasonable times during normal business hours, upon reasonable notice. The Subadviser further agrees to maintain and preserve the Fund’s books and records in accordance with the Investment Company Act and rules thereunder.

3.Custodian. The assets of the Portfolio shall be maintained in the custody of an eligible custodian (the “Custodian”) identified in, and in accordance with the terms and conditions of, a custody agreement (the “Custody Agreement”) (or any sub-custodian properly appointed as provided in the Custody Agreement). The Subadviser shall provide timely instructions directly to the Custodian, in the manner and form as required by the Custody Agreement (including with respect to exchange offerings and other corporate actions) necessary to effect the investment and reinvestment of the Portfolio’s assets. Any assets added to the Portfolio shall be delivered directly to the Custodian.

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4.Expenses. Except for expenses specifically assumed or agreed to be paid by the Subadviser pursuant hereto, the Subadviser shall not be liable for any expenses of the Manager or the Fund including, without limitation, (a) interest and taxes, (b) brokerage commissions and other costs in connection with the purchase or sale of securities or other investment instruments with respect to the Portfolio, and (c) custodian fees and expenses. The Subadviser will pay its own expenses incurred in furnishing the services to be provided by it pursuant to this Agreement.

5.Purchase and Sale of Assets. Absent instructions from the Manager to the contrary, the Subadviser shall place all orders for the purchase and sale of securities for the Portfolio with brokers or dealers selected by the Subadviser, which may include brokers or dealers affiliated with the Subadviser, provided such orders comply with Rule 17e-1 (or any successor or other relevant regulations) under the 1940 Act in all respects. To the extent consistent with applicable law and then current SEC positions, purchase or sell orders for the Portfolio may be aggregated with contemporaneous purchase or sell orders of other clients of the Subadviser. The Subadviser shall use its best efforts to obtain execution of transactions for the Portfolio at prices which are advantageous to the Portfolio and at commission rates that are reasonable in relation to the benefits received. However, the Subadviser may, in accordance with applicable law and then current SEC positions, select brokers or dealers on the basis that they provide brokerage, research or other services or products to the Portfolio and/or other accounts serviced by the Subadviser. Not all such services or products need to be used by the Subadviser in managing the Portfolio.

6.Compensation of the Subadviser. As full compensation for all services rendered, facilities furnished and expenses borne by the Subadviser hereunder, the Manager shall pay the Subadviser compensation at the annual rate of 0.47% of the first $500 million of the Portfolio’s average daily net assets and 0.45% of the next $500 million of the Portfolio’s average daily net assets and 0.43% of the excess over $1 billion in average daily net assets. Such compensation shall be payable monthly in arrears or at such other intervals, not less frequently than quarterly, as the Manager is paid by the Portfolio pursuant to the Advisory Agreement. If the Subadviser shall serve for less than the whole of any month or other agreed upon interval, the forgoing compensation shall be prorated. The Manager may from time to time waive the compensation it is entitled to receive from the Fund; however, any such waiver will have no effect on the Manager’s obligation to pay the Subadviser the compensation provided for herein.

7.Non-Exclusivity. The Manager agrees that the services of the Subadviser are not to be deemed exclusive and that the Subadviser and its affiliates are free to act as investment manager and provide other services to various investment companies and other managed accounts, except as the Subadviser and the Manager or the Administrator may otherwise agree from time to time in writing before or after the date hereof. This Agreement shall not in any way limit or restrict the Subadviser or any of its directors, officers, employees or agents from buying, selling or trading any securities or other investment instruments for its or their own account or for the account of others for whom it or they may be acting, provided that such activities do not impair the ability of the Subadviser to perform its duties and obligations under this Agreement. The Manager recognizes and agrees that the Subadviser may provide advice to or take action with respect to other clients, which advice or action, including the timing and nature of such action, may differ from or be identical to advice given or action taken with respect to the Portfolio. The Subadviser shall for all purposes hereof be deemed to be an independent contractor and shall, unless otherwise provided or authorized, have no authority to act for or represent the Fund or the

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Manager in any way or otherwise be deemed an agent of the Fund or the Manager. Notwithstanding the forgoing, the Subadviser may execute account documentation, agreements, contracts and other documents requested by brokers, dealers, counterparties and other persons in connection with its management of the assets of the Portfolio, provided the Subadviser receives the express agreement and consent of the Manager and/or the Fund’s Board of Directors to execute futures account agreements, ISDA Master Agreements and other documents related thereto, which consent shall not be unreasonably withheld. In such respect, and only for this limited purpose, the Subadviser shall act as the Manager’s and the Fund’s agent and attorney-in-fact. For the avoidance of doubt, the parties agree that the Subadviser shall not be responsible for advising or acting on behalf of the Manager, the Fund or the Portfolio with respect to legal proceedings, including class action lawsuits and bankruptcy proceedings, involving securities purchased or held in the Portfolio.

8.Liability. Except as may otherwise be provided by the 1940 Act or other federal securities laws, neither the Subadviser nor any of its officers, directors, employees or agents shall be subject to any liability to the Manager, the Fund, the Portfolio or any shareholder of the Portfolio for any loss arising from any claim or demand based upon any error of judgment, or any loss arising out of any investment or other act or omission in the course of, connected with, or arising out of any service to be rendered under this Agreement, except by reason of willful misfeasance, bad faith or gross negligence in the performance of the Subadviser’s duties or by reason of reckless disregard by the Subadviser of its obligations and duties. The Manager acknowledges and agrees that the Subadviser makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by the Portfolio or that the Portfolio will perform comparably with any standard or index, including other clients of the Subadviser, whether public or private.

9.Effective Date and Termination. This Agreement shall become effective as of the date of its execution, and

a. unless otherwise terminated, this Agreement shall continue in effect for two years from the date of execution, and from year to year thereafter so long as such continuance is specifically approved at least annually (i) by the Board of Directors of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio, and (ii) by vote of a majority of the directors of the Fund who are not interested persons of the Fund, the Manager or the Subadviser, cast in person at a meeting called for the purpose of voting on such approval;

b. this Agreement may at any time be terminated on sixty days’ written notice to the Subadviser either by vote of the Board of Directors of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio;

c. this Agreement shall automatically terminate in the event of its assignment or upon the termination of the Advisory Agreement;

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d. this Agreement may be terminated by the Subadviser on sixty days’ written notice to the Manager and the Fund, or, if approved by the Board of Directors of the Fund, by the Manager on sixty days’ written notice to the Subadviser; and

Termination of this Agreement pursuant to this Section 9 shall be without the payment of any penalty.

10.Amendment. This Agreement may be amended at any time by mutual consent of the Manager and the Subadviser, provided that, if required by law ( as may be modified by any exemptions received of the Manager), such amendment shall also have been approved by vote of a majority of the outstanding voting securities of the Portfolio and by vote of a majority of the Directors of the Fund who are not interested persons of the Fund, the Manager or the Subadviser, cast in person at a meeting called for the purpose of voting on such approval.

11.Certain Definitions. For the purpose of this Agreement, the terms “vote of a majority of the outstanding voting securities,” “interested person,” “affiliated person” and “assignment” shall have their respective meanings defined in the 1940 Act, subject, however, to such exemptions as may be granted by the SEC under the 1940 Act.

12.General.

a. The Subadviser may perform its services through any employee, officer or agent of the Subadviser, and the Manager shall not be entitled to the advice, recommendation or judgment of any specific person; provided, however, that the persons identified in the prospectus of the Portfolio shall perform the portfolio management duties described therein until the Subadviser notifies the Manager that one or more other employees, officers or agents of the Subadviser, identified in such notice, shall assume such duties as of a specific date.

b. If any term or provision of this Agreement or the application thereof to any person or circumstances is held to be invalid or unenforceable to any extent, the remainder of this Agreement or the application of such provision to other persons or circumstances shall not be affected thereby and shall be enforced to the fullest extent permitted by law.

c. This Agreement shall be governed by and interpreted in accordance with the laws of the Commonwealth of Massachusetts.

13.Use of Name.

It is understood and acknowledged by the Manager that the phrase “Artisan” and any logos associated with that name are the valuable property of the Subadviser. The Subadviser hereby authorizes the Manager to use the name “Artisan” in the name of the Portfolio as set forth in the first recital of this Agreement and further authorizes the Manager to use the name “Artisan” and logos associated with the name in connection with marketing materials used by the Manager for the Portfolio. The Manager agrees that the Fund has the right to include such phrase as a part of the name of the Portfolio and use the name “Artisan” and associated logos as described above

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only so long as this Agreement shall continue. Upon termination of this Agreement, the Manager and the Fund shall forthwith cease to use such phrase and logos without further notice or action on the part of the Subadviser.

[The remainder of this page is intentionally left blank; the next page is the signature page.]

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IN WITNESS WHEREOF, the Manager and the Subadviser have entered into this Sub-Advisory Agreement as of the date first set forth above.

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Adopted: August 4, 2004

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Appendix A

Procedures for Contract Owners to Submit

Independent Director Nominee Candidates

(As of August 4, 2004)

A Contract Owner of Metropolitan Series Fund, Inc. must follow the following procedures in order to submit properly a nominee recommendation for the consideration of the Fund’s Nominating Committee.

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Appendix B

Advisory Fee Payable

Under the Existing Advisory Agreements, an advisory fee is payable by each Portfolio to the Manager at the annual rate as set forth in the table below.

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