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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.

Vote Required

The shareholders of each Portfolio vote separately on Proposal II.I. All shares of a Portfolio vote together as a single class on Proposal II.I. The approval of Proposal III by any Portfolio is not contingent on any other Portfolio’sthe approval of the Proposal II relating to it.it, as applicable.

The vote required to approve the Amended Advisory Agreement with respect to a Portfolio is the lesser of (i) 67% of the shares of athe 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 DirectorsTrustees will consider what other actions to take in the best interests of the Portfolio.

Recommendation of the Board

The Board of DirectorsTrustees believes that the AmendedNew Advisory Agreement with respect to each Portfolio is in the best interests of shareholders of eachsuch Portfolio. Accordingly, the Board unanimously recommends that shareholders of each Portfolio vote to APPROVE the AmendedNew Advisory Agreement with respect to such Portfolio as set forth in Proposal II.I.

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PROPOSAL III: FUND REORGANIZING AS DELAWARE STATUTORY TRUSTII—APPROVAL OF NEW MLIA SUBADVISORY AGREEMENTS WITH AFFILIATED SUBADVISER

Introduction

MLIA currently serves as the investment subadviser to each of MetLife Aggregate Bond Index Portfolio, MetLife Stock Index Portfolio, MetLife Mid Cap Stock Index Portfolio, Russell 2000^® Index Portfolio and MSCI EAFE^® Index Portfolio, each a series of MSF, and to MetLife Multi-Index Targeted Risk Portfolio, a series of MIST (the “MLIA Subadvised Portfolios”) under a Current Subadvisory Agreement between the Manager and MLIA with respect to each MLIA Subadvised Portfolio (each a “Current MLIA Subadvisory Agreement” and collectively, the “Current MLIA Subadvisory Agreements”). The date of each Current MLIA Subadvisory Agreement and the date on which it was last approved by shareholders and last approved or continued by the Board Considerationsare provided in Appendix A.

AtAs described in Proposal I, the Meeting, itSeparation is proposed thatexpected to result in a change in control of the Manager, and therefore an “assignment” of each Portfolio’s Current Advisory Agreement for purposes of the 1940 Act, resulting in the automatic termination of the Current Advisory Agreement. In addition, as described in Proposal I, each Current Subadvisory Agreement (including each Current MLIA Subadvisory Agreement) provides for its automatic termination upon termination of the applicable Current Advisory Agreement, and accordingly, will automatically terminate along with the corresponding Current Advisory Agreement upon the change in control of the Manager in connection with the Separation.

Because theManager-of-Managers Order does not permit the Manager to enter into new subadvisory agreements with MLIA, an affiliate of the Manager, without shareholder approval, the New Subadvisory Agreements on behalf of the MLIA Subadvised Portfolios (each a “New MLIA Subadvisory Agreement” and collectively, the “New MLIA Subadvisory Agreements”) cannot become effective without shareholder approval.

In anticipation of the Separation, shareholders of the Fundeach MLIA Subadvised Portfolio are being asked to approve the reorganizationa New MLIA Subadvisory Agreement on behalf of the Fund as a Delaware statutory trust. The reorganization wouldPortfolio, to be effected pursuant to an Agreement and Plan of Reorganization (the “Reorganization Agreement”), which provides for (i)effective upon the transfer of allconsummation of the assetsSeparation. The form of New MLIA Subadvisory Agreement for each MLIA Subadvised Portfolio is attached hereto as Appendix D. The New MLIA Subadvisory Agreement for each MLIA Subadvised Portfolio will have an initial term of one year and will be substantially identical to the Fundcorresponding Current MLIA Subadvisory Agreement, including with respect 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 Newthe services MLIA is required to provide to the Portfolio and the assumptionfee rates paid to MLIA by suchthe Manager. The New Portfolio of all of the liabilities, including any unstated liabilities, ofMLIA Subadvisory Agreement will differ from 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 generally provides a board greater flexibility to modify a trust’s declaratory of trust. This provides the trustees of a Delaware statutory trust with greater flexibility to amend a trust’s declaration of trust to respond to changing market and legal conditions without causing the trust 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. For example, shareholders of the New Trust are expected to be able to voteCurrent MLIA Subadvisory Agreement only with respect to certain matters, such

40

as, for the election or removal of Trustees under certain circumstancesdates and on matters with respect to which the Trustees may consider a shareholder vote necessary or desirable. In contrast, shareholders of a Maryland corporation with stock outstanding generally vote in respect of amendments to the corporation’s charter, except in certain circumstances, such as when an amendment increases or decreases the aggregate number of shares of stock, changes the name of the corporation or changes the name, designation or par value of shares of the corporation.

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 expects to 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.

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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 as of the close of regular trading on the New York Stock Exchange on the business day preceding the Reorganization. Subject to the satisfaction of the 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 issuedManager and outstanding shares of each Portfoliothe Trusts (MetLife Advisers, LLC is changing its name to Brighthouse Investment Advisers, LLC and MIST and MSF will be canceledchange their names to Brighthouse Funds Trust I and Brighthouse Funds Trust II, respectively, effective on or about March 6, 2017).

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As with the booksNew Advisory Agreements, in anticipation of the Portfolio simultaneously. The New Portfolios will not issue certificates representingSeparation, the New Portfolio shares issuedBoard met in connection with such exchange.

After such distribution,person at the Fund will take all necessary steps under applicable state law, its governing instrumentsNovember Meeting 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 notconsidered whether it would be diluted as a result of the Reorganization and that participation in the Reorganization is in the best interests of each Portfolio.

PriorMLIA Subadvised Portfolio to approve a New MLIA Subadvisory Agreement with respect to such Portfolio. At the Reorganization,November Meeting, and for the reasons discussed below, the Board, including a majority of the Independent Trustees, approved a New MLIA Subadvisory Agreement with respect to each Portfolio will purchase one or more shares (“Initial Shares”) of its corresponding NewMLIA Subadvised Portfolio and recommended its approval by written consent approve certain issues regarding the organizationshareholders of such Portfolio.

In the event that approval of the New Portfolio. The Fund, as the sole shareholderMLIA Subadvisory Agreements by shareholders of the New Trust by virtueMLIA Subadvised Portfolios has not been obtained before the termination of the Initial Shares held byCurrent MLIA Subadvisory Agreements, the Portfolios, will by written consent approve certain issues regarding the organizationBoard has approved interim subadvisory agreements with MLIA (the “Interim Subadvisory Agreements”) on behalf of the New Trust.MLIA Subadvised Portfolios that will go into effect upon the termination of the Current MLIA Subadvisory Agreements. The PortfoliosInterim Subadvisory Agreements have the same terms and the Fund will vote in favor of such matters regarding the organization ofconditions as the corresponding New PortfoliosMLIA Subadvisory Agreements, except for the dates, the names of the Manager and the New Trust, respectively, only ifTrusts and certain provisions required by Rule15a-4 under the shareholders1940 Act, summarized below.

As noted in Proposal I above, Rule15a-4 allows an investment company to enter into a subadvisory agreement that has not been approved by a majority of the Fund vote to approvePortfolio’s outstanding voting securities under certain circumstances, including when previous subadvisory agreements terminate by assignment because of a change in control of an investment adviser or subadviser. In accordance with the Reorganization Agreement. Thus shareholdersrequirements of Rule15a-4,the Fund, in approving the proposed Reorganization, will also, in effect be approving the following matters:Interim Subadvisory Agreements:

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Shareholders of the liquidation of each Portfolio and dissolution of the Fund.

ShareholdersMLIA Subadvised Portfolios are not being asked to vote separately on these issues.approve the Interim Subadvisory Agreements, which will go into effect only in the event that a

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MLIA Subadvised Portfolio’s shareholders have not approved that Portfolio’s New MLIA Subadvisory Agreement before the change in control of the Manager and the resulting termination of the Current MLIA Subadvisory Agreements in connection with the Separation.

Comparison of Current MLIA Subadvisory Agreement and New MLIA Subadvisory Agreement

The Reorganizationterms of the New MLIA Subadvisory Agreement may be terminatedfor each MLIA Subadvised Portfolio are identical to those of the Current MLIA Subadvisory Agreement for such MLIA Subadvised Portfolio, except for the date of effectiveness, the initial term, and the Reorganization abandoned at any time prior to the consummationnames of the Reorganization, beforeManager and the Trusts (MetLife Advisers, LLC is changing its name to Brighthouse Investment Advisers, LLC and MIST and MSF will change their names to Brighthouse Funds Trust I and Brighthouse Funds Trust II, respectively, effective on or after approvalabout March 6, 2017). There is no change in the subadvisory fee rate payable by the shareholdersManager to MLIA. In addition, no contractual expense limitation or reimbursement currently in effect for an MLIA Subadvised Portfolio will be affected by the replacement of the Fund, if circumstances should develop that, in the Board’s opinion, make proceedingCurrent MLIA Subadvisory Agreement 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 beMLIA Subadvisory Agreement. If approved by shareholders and assuming the Separation is completed, each New MLIA Subadvisory Agreement is expected to be effective as of the Fund.

Comparative Information on Shareholders’ Rights and Governance Issues

As a Maryland corporation, the operationseffective date of the Fund are governedSeparation and will have an initial term of one year from the date of its effectiveness. Each New MLIA Subadvisory Agreement will continue in effect from year to year thereafter if its continuance is approved, on behalf of each MLIA Subadvised Portfolio, at least annually in the manner required 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 will be 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 asthe rules thereunder. Below is 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 businesssummary of the Fund is overseen by a Boardprincipal terms 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 respecteachCurrent MLIA Subadvisory Agreement, which are substantially identical to those of the New Trust are substantially similar.

Capitalization

MLIA Subadvisory Agreement for each MLIA Subadvised Portfolio. 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

43

interest, $.001 par value per share. Both the Declaration of Trustform of the New TrustMLIA Subadvisory Agreement for the Portfolios is attached hereto as Appendix D.

Services. The Current MLIA Subdvisory Agreement for each MLIA Subadvised Portfolio provides that MLIA shall manage the investment 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.

Because the New Trust is intended to carry on the business of the Fund, it is expected to 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.

Sharesreinvestment 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 isMLIA Subadvised Portfolio’s assets, subject to the jurisdiction of courts in other states, it is possible that a court may not apply Delaware law and may thereby subject shareholderssupervision of the New Trust to liability. To guard against this risk,Manager, in accordance with the Declaration of Trust ofMLIA Subadvised Portfolio’s investment objectives and policies.

Compensation. In return for the New Trust (a) provides that any written obligation ofservices provided under each Current MLIA Subadvisory Agreement, the New Trust may containManager pays MLIA a statement that such obligation may only be enforced against thefee based on average daily net assets of the New Trust orMLIA Subadvised Portfolio allocated to MLIA by the particular series in questionManager, which is payable monthly. The fee rates for each MLIA Subadvised Portfolio under the Current MLIA Subadvisory Agreement and the obligation is not binding uponfees paid by the shareholders ofManager to MLIA during each MLIA Subadvised Portfolio’s most recent fiscal year are set forth in Appendix C to this Proxy Statement.

Limitation on Liability. Under the New Trust; however, the omission of such a disclaimer will not operate to create personal liabilityCurrent MLIA Subadvisory Agreement 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 investmenteach MLIA Subadvised Portfolio, except 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

44

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 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

45

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 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 its duties under the duties involved inagreement, MLIA will not

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be liable for any error of judgment or mistake of law or for any loss suffered by 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 assetsmatters to which the Current MLIA Subadvisory Agreement relates.

Continuance. The Current MLIA Subadvisory Agreement for each MLIA Subadvised Portfolio originally was in effect for an initial term of one or affairstwo years and is eligible to be continued thereafter for successive one-year periods if such continuance is specifically approved at least annually in the manner required by the 1940 Act. As described above, if the shareholders of each MLIA Subadvised Portfolio approve the New MLIA Subadvisory Agreement and the Separation is consummated, the New MLIA Subadvisory Agreement with respect to each MLIA Subadvised Portfolio will be effective as of the effective date of the Separation and will have an initial term of one year from the consummation of the Separation. Thereafter, the New MLIA Subadvisory Agreement for each MLIA Subadvised Portfolio may be continued for successive one-year periods if approved at least annually in the manner required by the 1940 Act.

Termination. The Current MLIA Subadvisory Agreement for MetLife Multi-Index Targeted Risk Portfolio may at any time be terminated by the Board, by the Manager, or by a vote of a majority of the outstanding voting securities of the Portfolio on sixty (60) days’ written notice to MLIA, or by MLIA on ninety (90) days’ written notice to the Manager, in each case without the payment of any penalty. The Current MLIA Subadvisory Agreement for each of MetLife Aggregate Bond Index Portfolio, MetLife Stock Index Portfolio, MetLife Mid Cap Stock Index Portfolio, Russell 2000^® Index Portfolio and MSCI EAFE^® Index Portfolio may at any time be terminated by the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on sixty (60) days’ written notice to the Manager and MLIA, by the Manager on thirty (30) days’ written notice to MLIA and the Trust, or by MLIA on sixty (60) days’ written notice to the Manager and the Trust, in each case without the payment of any penalty. The Current MLIA Subadvisory Agreement for each MLIA Subadvised Portfolio also terminates automatically in the event of its assignment or upon termination of the corresponding Current Advisory Agreement.

Board Considerations

As described above, the Separation is expected to result in the automatic termination of each Portfolio’s Current Advisory Agreement and, as a result, the automatic termination of the Current MLIA Subadvisory Agreements. At the November Meeting, the Board, including a majority of the Independent Trustees, approved the New MLIA Subadvisory Agreements and recommended that the shareholders of the Trusts approve the New MLIA Subadvisory Agreements. Information about the Board’s considerations and process is set forth below.

In determining whether to approve the New MLIA Subadvisory Agreements, the Board considered the nature, quality and extent of the services that are currently provided by MLIA under the Current MLIA Subadvisory Agreements as well as the

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services to be provided under the New MLIA Subadvisory Agreements. The Board’s review was conducted as part of, and in conjunction with, the Board’s annual review of the Current MLIA Subadvisory Agreements, which culminated at the November Meeting. In approving the New MLIA Subadvisory Agreements, the Board considered its conclusions with respect to its approvals of the Current MLIA Subadvisory Agreements, including the Board’s general satisfaction with the nature, extent and quality of services being provided by MLIA to the MLIA Subadvised Portfolios. Appendix H contains a further description of the process followed, information reviewed and the material factors considered by the Board in approving the continuation of the Current MLIA Subadvisory Agreements.

In addition, the following actions were taken and considered by or on behalf of the Board:

1. The Independent Trustees of the Board solicited and received ongoing advice regarding the legal duties of the Independent Trustees from Stradley Ronon, legal counsel for the Independent Trustees, which law firm has extensive experience regarding such matters.

2. The Board considered representations by the Manager and its affiliates, including MLIA, that the Separation will not have any impact on the level, nature and quality of services currently provided by MLIA to the MLIA Subadvised Portfolios.

3. The Board considered representations by the Manager and its affiliates that approval of the New Trust or any series onlyMLIA Subadvisory Agreements would be necessary for such Trustee’s or officer’s own willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved inMLIA Subadvised Portfolios to continue receiving subadvisory services from MLIA following 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

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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 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 when available, 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 noticeManager.

4. The Board considered representations by the Manager, as well as related supporting documentation, indicating that the New MLIA Subadvisory Agreements, including the fees payable thereunder, are the same as the terms of such action, including information concerning the new subadviser. Generally,corresponding Current MLIA Subadvisory Agreements.

5. The Board considered that the Board of TrusteesManager and its affiliates have agreed to bear all expenses associated with obtaining shareholder approval of the New Trust must approve any new subadvisory agreements implemented in reliance onMLIA Subadvisory Agreements.

6. The Board considered the exemptive order.

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 lossadvice provided 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 satisfactorylegal counsel to the PortfolioTrusts and the New Portfolio),Manager, with respect to the effect that, onNew MLIA Subadvisory Agreements (including advice relating to the basisnecessity for shareholder approval for the New MLIA Subadvisory Agreements, the process and timing of seeking shareholder approval of the existing provisionsNew MLIA Subadvisory Agreements, and whether shareholder approvals would be required in connection with any future aspects of the Separation) and regarding the Board’s role and responsibilities with respect to the Separation.

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Code,7. The Board considered that, if shareholders approve the Treasury Regulations promulgated thereunder, current administrative rules, pronouncementsNew MLIA Subadvisory Agreements, the Board, the Manager, 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 assumptions. No opinion is a guarantee that the tax consequences of a Portfolio

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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 a Portfolio and/or its corresponding New Portfolio to a Portfolio-level tax or affect the qualification of a Portfolio and/or its corresponding New Portfolio 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. Sinceall factors considered, the foregoing discussion relates onlyterms of the New MLIA Subadvisory Agreements, including fee rates, were fair and reasonable, and that it would be in the best interests of shareholders of each MLIA Subadvised Portfolio to certain U.S. federal income tax consequencesapprove the New MLIA Subadvisory Agreements.

Information Regarding the Affiliated Subadviser

MLIA is a Delaware limited liability company. MetLife owns all of a Portfolio Reorganization, each shareholderthe voting interests in and is the sole member of a PortfolioMLIA. The member’s interest in MLIA entitles the member to all profits and ownerlosses attributable to MLIA. Steven J. Goulart is the President of one or more contracts funded by a Portfolio should also consult their tax advisors as toMLIA. Richard Leist, Robert Merck, Joseph Pollaro and Bradley Rhoads are members of MLIA’s Board of Managers. Hugh McCrory, Michael Yick and John McCallion are officers of MLIA. Mr. McCrory is the state, localSecretary of MLIA and non-U.S. tax consequences, if any,his principal occupation is Senior Vice President and Chief Legal Officer of a Portfolio Reorganization based upon their particular circumstances.MLIA. Mr. Yick is Chief Financial Officer of MLIA and Mr. McCallion is Treasurer of MLIA.

The address of Mr. Goulart is One MetLife Way, Whippany, NJ 07981. The address of MLIA is One MetLife Way, Whippany, NJ 07981.

Vote Required

The shareholders of the Fundeach MLIA Subadvised Portfolio vote separately on Proposal II. All shares of a MLIA Subadvised Portfolio vote together as a single class on Proposal III.II. The approval of Proposal II by any MLIA Subadvised Portfolio is not contingent on the approval of Proposal I relating to it.

The vote required to approve Proposal IIIthe New MLIA Subadvisory Agreement with respect to a MLIA Subadvised Portfolio is the lesser of (i) 67% of the shares of the FundPortfolio that are present at the Meeting, if the holders of more than 50% of the shares of the Fundsuch 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 FundPortfolio outstanding on the

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Record Date. If the required vote is not obtained for a MLIA Subadvised Portfolio, the DirectorsTrustees will consider what other actions to take in the best interests of the Fund.Portfolio.

Recommendation of the Board

The Board of DirectorsTrustees believes that the ReorganizationNew MLIA Subadvisory Agreement is in the best interests of shareholders of each MLIA Subadvised Portfolio. Accordingly, the Fund.Board unanimously recommends that shareholders of each MLIA Subadvised Portfolio vote to APPROVE the New MLIA Subadvisory Agreement as set forth in Proposal II.

PROPOSAL III—ELECTION OF BOARD MEMBERS

The purpose of this Proposal is to elect the eight (8) individuals listed below (each a “Nominee” and collectively, the “Nominees”) as Trustees of the Trusts. The persons named as proxies intend, in the absence of contrary instructions, to vote all proxies for the election of the Nominees. If elected, each Nominee will serve until his or her successor has been elected and qualified, or until he or she dies, resigns, is removed or becomes disqualified. If, prior to the Meeting, any Nominee becomes unable to serve for any reason, the persons named as proxies reserve the right to substitute another person or persons of their choice as Nominee(s). All of the Nominees have consented to being named in this Proxy Statement and to serve if elected, and the Trusts know of no reason why any Nominee would be unable or unwilling to serve if elected.

All of the Nominees currently serve as Trustees of the Trusts and have served in that capacity continuously since their original election or appointment to the Board. Mses. Susan C. Gause, Nancy Hawthorne, Linda B. Strumpf and Dawn M. Vroegop and Messrs. Stephen M. Alderman and Robert J. Boulware were elected as Trustees by shareholders of the Trusts at special meetings held on February 24, 2012. Ms. Barbara A. Nugent and Mr. John Rosenthal were appointed to the Board on January 1, 2014 and May 25, 2016, respectively. Ms. Nugent and Mr. Rosenthal have not previously been elected by shareholders of the Trusts. If elected, each Nominee, except Mr. Rosenthal, is expected to qualify as a Board member who is not an “interested person,” as that term is used in the 1940 Act, of the Trusts (each an “Independent Trustee”). Mr. Rosenthal is an “interested person” of the Trusts (as that term is used in the 1940 Act) because of his position with MetLife, the ultimate parent company of the Manager.

Section 16 of the 1940 Act provides that vacancies on the Board may be filled only by a meeting of shareholders duly called for that purpose, unless at leasttwo-thirds of the Trustees holding office immediately after the appointment of a Trustee to fill such vacancy have been elected by shareholders of the Trusts. Because Ms. Nugent and Mr. Rosenthal were appointed by the Trustees rather than elected by shareholders, the operation of this provision could potentially restrict the ability of the Trustees to appoint new Trustees in the future unless the Nominees are elected by shareholders. The Board believes that it is in the best interests of the Trusts to elect all of the Nominees as Trustees of the Trusts at this time, to avoid the potential expense to

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shareholders of calling a special meeting for the purpose of filling vacancies on the Board at a future time. The Board believes that the Nominees’ professional experience, skills, and their relative tenures as Trustees of the Trusts are appropriate and that their election by shareholders is in the best interests of the Trusts.

Certain biographical and other information relating to the Nominees, including each Nominee’s experience, qualifications, attributes and skills, is set forth below.

Information Concerning Nominees and Executive Officers

The following table provides information concerning the Nominees for election by shareholders and the executive officers of the Trusts. Unless otherwise noted, the address of the current Trustees and officers of the Trusts are c/o Metropolitan Series Fund and Met Investors Series Trust, One Financial Center, Boston, Massachusetts 02111.

Each Nominee elected at the Meeting will serve until his or her death, resignation, retirement or removal in accordance with the Trusts’ respective organizational documents and policies adopted by the Board from time to time. Officers hold office at the pleasure of the Board and serve until their removal or resignation in accordance with the Trusts’ respective organizational documents and policies adopted by the Board from time to time.

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Qualifications of the Trustee Nominees

The following provides an overview of the considerations that led the Board to conclude that each Nominee should be proposed for election. The current members of the Board have joined the Board at different points in time since 2000. 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 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 on boards of

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other investment companies that were merged into the Trusts (as applicable); and (iv) how the individual’s skills, experiences and attributes would contribute to an appropriate mix of relevant skills and experience on the Board.

Each Nominee’s substantial professional accomplishments and prior experience, including, in some cases, in fields related to the operations of the Trusts, were a significant factor in the determination that the individual should serve as a Trustee of the Trusts. Each Nominee’s most recent five years of prior professional experience is summarized in the table above. In certain cases, additional professional experience and accomplishments not reflected in the table above contributed to the Board’s conclusion that an individual should serve on the Board. For example, Ms. Gause and Mr. Boulware each served as chief executive officer of a financial services company; Ms. Hawthorne served as interim chief executive officer and chairman of the board of a technology-related company; and Ms. Vroegop has served as a managing director of a financial services company. Ms. Nugent’s prior legal and professional careers focused on the mutual fund industry and its operations. Mr. Alderman served as lead Independent Trustee of the MIST Trust. Ms. Strumpf has served as the chairperson and investment officer of charitable foundations.

With respect to the Trustee of the Trusts who is an Interested Trustee, the following additional considerations contributed to the Board’s conclusion that Mr. Rosenthal should serve on the Board: Mr. Rosenthal’s experience as an executive of MetLife, the current parent company of the Manager, and his expected leadership position with Brighthouse, the new separate retail business organized under a holding company, following the Separation.

Leadership Structure of the Trusts

The following describes the current Board leadership structure. If Proposal III is approved, the leadership structure of the Board and the structure, composition, types and/or number of the Trusts’ standing committees (the “Committees”) is not expected to change.

The Board currently consists of eight Trustees, seven of whom are not “interested persons” (as defined in the 1940 Act) of the Trusts. The Board is responsible for the overall management of each Trust, including general supervision and review of each Trust’s investment activities. The Board, in turn, elects the officers of the Trusts who are responsible for administering the Trusts’day-to-day operations.

The Board has appointed an Independent Trustee, Ms. Vroegop, to serve as Chairman of the Board. Ms. Vroegop presides at meetings of the Board and assists management in the development of the agendas for Board meetings. A portion of each regular meeting of the Board is devoted to an executive session of the Independent Trustees at which no members of management are present. At those meetings, the Independent Trustees consider a variety of matters, including those that are required by law to be considered by the Independent Trustees, and those that are scheduled to come

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before the full Board, including fund governance and leadership issues. Ms. Vroegop leads those meetings and reports to the Board and management on the matters discussed at those meetings. The Independent Trustees, including the Chairman, are advised by independent counsel.

Based on, among other factors, each Trustee’s professional experience and skills and their relative tenures as Trustees of the Trusts, the Board believes that having a super-majority of Independent Trustees on the Board, an Independent Chairman and an Interested Trustee who provides insights based on his experience and responsibilities as an executive of MetLife, Inc., the current parent company of the Manager, and his expected leadership position with Brighthouse Financial, Inc., is appropriate and in the best interests of each Trust.

Standing Committees of the Board

The Board conducts much of its work through certain standing Committees, each of which is chaired by an Independent Trustee. Each Trust has established a standing Audit Committee in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended, consisting of all of the Independent Trustees. The Audit Committee of the Board has identical members and the same Chairman, Ms. Gause, and meets as a single committee. The Audit Committee’s function is to, among other things: recommend to the Board independent accountants to conduct the annual audit of the Trusts’ financial statements; review with the independent accountants the outline, scope and results of the annual audit; and review the performance and fees charged by the independent accountants for their professional services. In addition, the Board’s Audit Committee meets with the independent accountants and representatives of management to review accounting activities and areas of financial reporting and control. The Audit Committee of the Board also focuses on the valuation of the assets of the Portfolios of each Trust. The Board’s Audit Committee held four meetings during the fiscal year ended December 31, 2015.

Each Trust has a Nominating, Governance and Compensation Committee (“NGC Committee”) consisting of all of the Independent Trustees. The NGC Committee of the Board has identical members and the same Chairman, Ms. Hawthorne, and meets as a single committee. The NGC Committee’s function is to: recommend, evaluate, and nominate Independent Trustee candidates to the full Board; evaluate the Independent Trustee candidates’ independence from a Trust’s Manager and other principal service providers and consider the effect of any relationships beyond those delineated in the 1940 Act that might impair independence (e.g., business, financial, or family relationships with the Manager or affiliates); review the size and composition of the Board; review and evaluate the Committee structure of the Board and make recommendations to the Board with respect to changes to existing Committees (including Committee membership) or for additional Committees (including membership); periodically review the Board’s governance practices, policies, procedures and operations, and ongoing Trustee education on current industry matters,

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and as applicable orientation for new Trustees; lead and manage the Board’s annual self-assessment process; review, monitor and supervise service providers that the Independent Trustees have engaged to assist them, including the performance of, and independence of, legal counsel to the Independent Trustees; review and recommend, as appropriate, changes to Independent Trustee compensation; and on an annual basis review and report findings to the full Board regarding the Trusts’ and Independent Trustees’ insurance coverage. While the NGC Committee has not adopted a specific policy on diversity or a particular definition of diversity when considering candidates, the NGC Committee generally considers the manner in which each candidate’s professional experience, background, skills in matters that are relevant to the oversight of the Portfolios (e.g., investment management, distribution, accounting, trading, compliance, legal), and general leadership experience complement the attributes of the existing Independent Trustees.

The NGC Committee evaluates the qualifications of the Trusts’ candidates for Independent Trustee positions and makes recommendations to the Independent Trustees with respect to nominations for Independent Trustee membership on the Board. The NGC Committee generally considers the potential candidate’s educational background, business or professional experience, and reputation. In addition, all candidates as members of the Board must demonstrate an ability and willingness to make the considerable time commitment, including personal attendance at Board meetings, believed necessary to his or her function as an effective Board member. The NGC Committee may adopt from time to time specific, minimum qualifications that the NGC Committee believes a candidate must meet before being considered as a candidate for Board membership, subject to approval by the full Board. In so doing, the NGC Committee shall comply with any rules adopted from time to time by the SEC regarding investment company nominating committees and the nomination of persons to be considered as candidates for Board membership. The Nominating Committee Charter is attached as Appendix E to this Proxy Statement. The Board’s NGC Committee held four meetings during the fiscal year ended December 31, 2015.

Each Trust has two Investment Performance Oversight Committees (A and B, which meet as single committees). Investment Performance Oversight Committee A of the Board is comprised of Mr. Boulware, Ms. Gause and Ms. Nugent and Mr. Boulware currently serves as Chairman. Investment Performance Oversight Committee B of the Board is comprised of Mr. Alderman, Ms. Hawthorne, Ms. Strumpf and Ms. Vroegop, and Ms. Strumpf currently serves as Chairman. Each Investment Performance Oversight Committee reviews investment performance matters relating to a particular group of Portfolios and the subadvisers to those Portfolios. Each Investment Performance Oversight Committee reports to the full Board regarding the activities and findings of the Committee. The Board’s Investment Performance Oversight Committees A and B each held five meetings during the fiscal year ended December 31, 2015. Prior to August 18, 2015, each Trust had an Investment Performance Oversight Committee C that was comprised of all of the Independent Trustees. This Committee held two meetings during the fiscal year ended December 31, 2015.

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Board Oversight of Trust Risk

The Board, as a whole, considers risk management issues as part of its general oversight responsibilities throughout the year at regular Board meetings, through regular reports that have been developed by management, in consultation with the Board and its counsel. These reports address certain investment, valuation and compliance-related matters. The Board also may receive special written reports or presentations on a variety of risk issues, either upon the Board’s request or upon the Manager’s initiative. Such reports have addressed cybersecurity relating to the Trusts and Portfolios, operational matters relating to Trust service providers and other topics. In addition, the Audit Committee of the Board meets regularly with the Manager’s personnel who are responsible for each Trust’s accounting and financial reports to review information on their examinations of functions and processes within the Manager that affect the Trusts.

Under the multi-manager structure used by the Trusts, the Manager is responsible for overall oversight, including risk management oversight, of the services provided by the various subadvisers. Each subadviser is responsible for the management of risks that may arise from its Portfolio investments. The Board requires the Manager, and the subadvisers, as appropriate, to report to the full Board, on a regular andas-needed basis, on actual and potential risks to each Portfolio and the Trusts as a whole.

With respect to investment risk, the Board receives regular written reports describing and analyzing the investment performance of the Trusts. In addition, officers of the Trusts meet regularly with the Board to discuss portfolio performance, including investment risk. To the extent that the Trusts change a particular investment strategy that could have a material impact on the Trusts’ risk profiles, the Board is consulted with respect to such a change. To the extent that the Trusts invest in certain complex securities, including derivatives, the Board receives periodic reports containing information about exposure of the Trusts to such instruments.

With respect to valuation, the Board receives regular written reports that enable the Board to monitor any fair valuations of securities in a particular Portfolio, the reasons for the fair valuation and the methodology used to arrive at the fair value. The Board has directed its Audit Committee to review the quarterly valuation reports (including with respect to fair valuations), periodically review the Trusts’ valuation policies and procedures, and consult with the Trusts’ auditors about valuation matters in connection with the Audit Committee’s review of the results of the audit of each Trust’syear-end financial statements.

With respect to compliance, the Board has appointed a Chief Compliance Officer (“CCO”) who reports directly to the Board’s Independent Trustees, and who provides presentations to the Board at its quarterly meetings and an annual report to the Board concerning compliance matters. The CCO oversees the development and implementation of compliance policies and procedures that are reasonably designed to detect, prevent and correct violations of federal securities laws (“Compliance

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Policies”). The Board has approved the Compliance Policies, which seek to reduce risks relating to the possibility ofnon-compliance with the federal securities laws.

Compensation of the Trustees

The Trustees and Officers of the Trusts who are officers or employees of MetLife and/or its affiliates (including the Manager and MetLife Investors Distribution Company but not affiliates of MetLife that are registered investment companies) receive no compensation from the Trusts for their services as Officers or Trustees of the Trusts, although they may receive compensation from MetLife or any affiliate thereof for services rendered in those or other capacities. Each Trustee who is not an employee of the Manager or any of its affiliates currently receives compensation from the Trusts. The compensation paid to each of the Trustees affiliated with the Manager and all other Trustees during the fiscal year ended December 31, 2015 is set forth in Appendix F.

As of December 31, 2008, each Trust adopted a Deferred Fee Agreement to allow each Independent Trustee to align his or her interests with those of the Portfolios and the Portfolios’ shareholders without purchasing one of the variable life insurance policies or variable annuity contracts through which the Portfolios of the Trusts are solely offered. All of the Independent Trustees participate in the Deferred Fee Agreement to align their interests with those of the shareholders. Under each Deferred Fee Agreement, each Independent Trustee defers payment of all or part of the fees payable for such Trustee’s services and thereby shares in the experience alongside the Portfolios’ shareholders as the compensation deferred increases or decreases depending on the investment performance of the Portfolios on which such Trustee’s deferral account is based. Deferred amounts remain in a Trust until distributed in accordance with the provisions of the Trust’s Deferred Fee Agreement. The value of a participating Trustee’s deferral account is based on notional investments of deferred amounts, on the normal payment dates, in the Portfolios of the Trusts, that are designated by the participating Trustee. Pursuant to the Deferred Fee Agreement of each Trust, payments due under the Deferred Fee Agreement are unsecured obligations of the Trust. The compensation paid to each of the Trustees during the fiscal year ended December 31, 2015 is set forth in Appendix F.

Trustee Beneficial Ownership

The dollar range of equity securities beneficially owned by each Trustee in the Trusts’ Portfolios and in the MetLife Funds Complex as of September 30, 2016 is set forth in Appendix G. As of September 30, 2016, the Trustees of MIST and MSF as a group owned less than 1% of the outstanding shares of each Trust or any Portfolio of the Trusts.

Shareholder Communication with the Board of Trustees

Each Trust has adopted procedures by which Contract Holders may send communications to the Board. These communications should be sent to the attention

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of the Board or the specific Trustee to whom the communication is directed at Met Investors Series Trust and Metropolitan Series Fund, c/o Secretary, One Financial Center, Boston, MA 02111.

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

These procedures do not apply to (i) any communication from an officer or Trustee of the Trusts, (ii) any communication from an employee or agent of the Trusts, unless such communication is made solely in such employee’s or agent’s capacity as a Contract Holder or (iii) any shareholder proposal submitted pursuant to Rule14a-8 under the Exchange Act of 1934, as amended or any communication made in connection with such a proposal.

Vote Required

Shareholders of all Portfolios of the Trusts vote together as a single class on the election of Trustees. 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. If the required vote for a Nominee is not obtained for a Trust, the Trustees will consider what other actions, if any, to take in the best interests of the Trust.

Recommendation of the Board

The Board of Trustees believes that the election of each Nominee is in the best interests of shareholders of the Trusts. Accordingly, the Board unanimously recommends that shareholders vote to APPROVEFOR the Reorganization Agreementelection of each Nominee as set forth in Proposal III.

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 ore-mail by officers of the FundTrusts, the Insurance Companies or by itstheir agents. In addition, Computershare Fund Services has been engaged to assist in the

49

solicitation of proxies for a fee of approximately $540,476,$4,000,896, although the actual costs of the solicitation may be higher. These costsThe Manager will generally reduce the Portfolios’ net asset values, generally as they are incurred. The Fund will bear subject to any expense limitation agreement in place, all of the costs of the Meeting, including the costs of printing and mailing this proxy statement

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Proxy Statement and soliciting voting instructions, other than thoseexcept that a portion of the printing and mailing costs relating to Proposal II, whichIII (estimated to be approximately $325,000) will be borne by the Manager.Trusts, subject to any expense limitation agreement in place. In addition, the Manager has agreed to reimburse the Trusts for their expenses relating to the Separation, including the costs of Trustee meetings, legal counsel, and independent consultants.

Voting Process

The shares of theeach Portfolio are currently sold to the separate accounts of Metropolitan Life Insurance CompaniesCompany and its insurance company affiliates (each an “Insurance Company” and collectively, the “Insurance Companies”) as the record owners for allocation to the corresponding investment divisions orsub-accounts of certain of their separate accounts that are registered as investment companies with the SEC.U.S. Securities and Exchange Commission. Most of the shares of the PortfolioPortfolios are attributable to 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 theeach 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 FundTrust 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 Fund,Trust, respectively, at the Meeting.

In determining whether a quorum is present, the tellers (persons appointed by the FundTrusts 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 III and III.II. With respect to Proposal I,III, 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 outcome of Proposal I.III.

In accordance with their understanding of presently applicable law, the Insurance Companies will vote the shares of a 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 ownerHolder is determined by dividing a variable life insurance policy’s or variable benefit option’s cash value or a variable annuity contract’s accumulation units (or if variable annuity payments are currently being made, the amount of the Insurance Company’s reserves attributable to that variable annuity contract), as the case may be, in that division by the net asset value of one share in the Portfolio.

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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 G 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 G shares are offered in connection with a given Contractcontract depends on the particular Contract.contract. Each Class A share, Class B share, Class D share, Class E share, Class F share and Class G share has one vote. For purposes of determining the number of Portfolio shares for which a Contract ownerHolder 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.contract. Fractional votes will be counted. The number of shares for which a Contract ownerHolder 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. Because the FundTrusts 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 I and II, if you are a Contract OwnerHolder 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 card is completed, executed and returned, it may nevertheless be revoked at any time before the Meeting by a written revocation or later voting instruction card mailed to the Fundeach Trust at 501 Boylston Street,One Financial Center, Boston, Massachusetts 02116,02111, or by calling toll free (800) 638-7732. The Fund(866)941-7346. Each Trust must receive the revocation or later voting instruction card prior to the Meeting for the revocation to be effective. You may attend the Meeting in person to revoke previously provided voting instructions and to provide new voting instructions.

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.(866) 941-7346.

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Adjournments; Other Business

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

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Portfolio that are present in person or by proxy and entitled to vote. With respect to Proposal III, an adjournment of the Meeting requires the vote of a majority of the total number of shares of the Trust 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 FundTrusts 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 their discretion, unless the Secretary of the FundTrusts 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 each Trust’s Amended and RestatedBy-laws,the Bylaws, the Fund isTrusts are not required to hold an annual meeting of shareholders in any year in which the election of directorsTrustees is not required to be acted upon under the 1940 Act. Shareholder proposals to be presented at any future meeting of shareholders of a Portfolio or the FundTrusts must be received by the FundTrusts in writing a reasonable amount of time before the Fund solicitsTrusts solicit 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’sTrusts’ two most recent fiscal years, the fees billed by the Independent Registered Public Accounting Firm for (a) all audit andnon-audit services provided directly to the FundTrusts and (b) thosenon-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 FundTrusts (collectively, “Service Entities”) that relate directly to the Portfolios’ operations and financial reports:

Met Investors Series Trust

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Metropolitan Series Fund

“Audit Fees” represent fees billed for each of the last two fiscal years or professional services rendered for the audit of the Fund’sTrusts’ 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 audit or review of the Fund’s financial statements and that are not included 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 FundTrusts for the last two fiscal years.

The Fund’s Audit Committee has establishedpre-approval procedures pursuant to paragraph (c)(7)(i)(B) of Rule2-01 of RegulationS-X, which include regularpre-approval procedures and interimpre-approval procedures. Under the regularpre-approval procedures, the Audit Committeepre-approves at its regularly scheduled meetings audit andnon-audit services that are required to bepre-approved under paragraph (c)(7) of Rule2-01 of RegulationS-X. Under the interimpre-approval procedures, any member of the Audit Committee who is an Independent DirectorTrustee is authorized topre-approve proposed services that arise between regularly scheduled Audit Committee meetings and that need to commence prior to the next regularly scheduled Audit Committee meeting. Such Audit Committee member must report to the Audit Committee at its next regularly scheduled meeting on thepre-approval decision. There were no fees required to be approved pursuant to paragraph (c)(7)(ii) of Rule2-01 of RegulationS-X, which requires the audit committee of a registered investment company topre-approve certainnon-audit services provided to the registered investment company’s investment adviser or its affiliates.

For the Fund’sTrusts’ two most recent fiscal years, the aggregatenon-audit fees billed by the Independent Registered Public Accounting Firm for services rendered to the Fund and the Service Entities were as follows:

The amounts set out above represent the aggregatenon-audit fees billed by the Independent Registered Public Accounting Firm to MetLife and its subsidiaries, and

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include, among othernon-audit fees,non-audit fees for services rendered to the FundTrusts and rendered to the Manager and any entity controlling, controlled by or under common control with the Manager that provides ongoing services to the Fund.Trusts.

The Fund’s Audit Committee considered the provision 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 FundTrusts that were notpre-approved pursuant to paragraph (c)(7)(ii) of Rule2-01 of RegulationS-X and concluded that such services are compatible with maintaining the Independent Registered Public Accounting Firm’s independence.

Information about the FundTrusts

Copies of the most recent annual report and the most recent semiannual report succeeding the most recent annual report of the Fund,each Trusts, if any, may be obtained without charge by calling (800) 638-7732(866)941-7346 or by writing to Michael P. Lawlor, Met Investors Series Trust and Metropolitan Series Fund Inc., c/oand MetLife Advisers, LLC at 501 Boylston Street,One Financial Center, Boston, Massachusetts 02116.02111. 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 atwww.metlife.com/msf.

Ownership of Shares

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

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