22

21

Nominee and Director Beneficial Ownership

The following table states the dollar range of equity securities beneficially owned by each Nominee and Director in the Portfolios of the Fund, the MIST Portfolios and the MetLife Funds Complex.

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22

2324

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Except 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 with the Manager, the terms of which reflect that each Portfolio may retain, at its expense, a third-party administrator to provide administrative services to the Portfolio and that the Manager’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 operations 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 increasing complexity of the operations 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 Fund’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 Manager previously considered a range of service providers engaged in the business of providing administrative services to mutual funds in connection with the retention of a third-party administrative service provider on behalf of the MIST Portfolios in 2001. Based on, among other things, (i) the Manager’s past review of the capabilities 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 for each Portfolio and, 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 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 includes 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, although the Group A Portfolios are managed utilizing a manager-of-managers structure, 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 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 Group B Portfolios’ Existing Advisory Agreements. A summary description of differences between the Group A Portfolios’ Existing Advisory Agreements and the Amended Advisory Agreement may 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 Portfolios and incur related expenses. TheAlthough the Manager expects to continue to incur costs relating to the provision of non-advisory services to the Portfolios, including in connection with the supervision and oversight of the services provided by a third-party administrator, 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.

Although the Fund anticipates retaining a third-party administrator at a future date, the 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 not expected that the Manager would be paid any additional compensation.

The Board reserves the right not to implement the Amended Advisory Agreement in respect of any Portfolio or all Portfolios or not to retain a third-party administrator in respect of any Portfolio or all Portfolios if it determines doing so is not in a Portfolio’s or the Portfolios’ best interests, including if not all of the Portfolios approve Proposal II.

Board Considerations

At the November Meeting, the Directors, including all of the Independent Directors, determined to approve the Amended Advisory Agreement on behalf of each Portfolio and to call a meeting of shareholders of the Portfolios so shareholders of the Portfolios could consider approving the Amended Advisory Agreement on behalf of their respective Portfolio. Prior to making these conclusions, the Board of Directors considered a wide range of information of the type they regularly consider when determining whether to continue the Portfolios’ advisory agreements.agreements, including the relative performance of the Portfolios and the advisory fees paid by other similar funds. 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 Portfolios by the Manager and the Administrator. In this regard, the Directors considered presentations by Fund officers and representatives of the Manager. The Directors noted that the investment advisory services provided by the Manager and the 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

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the supervision and oversight of the services provided by the Administrator, and the substantial 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 the likely quality of the administrative services that were expected to be provided by the Administrator and the Manager’s ability to oversee and supervise the provision of services by the Administrator.

The Directors considered that, other than changes relating to the provision of administrative services and certain other provisions, the Amended Advisory Agreement is substantially identical to the Existing Advisory Agreements of the Group B Portfolios. The Directors also considered in respect of approving the Amended Advisory Agreement on behalf of the Group A Portfolios that they were familiar with substantially all of the terms 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 Manager currently provides to the Group 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 the Fund in respect of administrative services.

The Directors also considered that any proposed arrangements with respect to administrative services would likelyprovided an opportunity to achieve certain efficiencies because

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any such arrangements were expected to be similar to those currently in place in respect of the MIST Portfolios, and the Board considered reports from the Manager regarding its experience with the MIST Portfolios.

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In approving the Amended Advisory Agreement, the Directors recognized that the effect of the removal of certain of the Manager’s obligations under the Existing Advisory Agreements could be to reduce the Manager’s expenses and consequently increase the Manager’s profitability. The Directors noted that the Manager had estimated its annual savings if Proposal II were approved by all of the Portfolios at $300,000 and that the Directors had received information from the Manager regarding the Manager’s profitability under the Existing Advisory Agreements in connection with their review of those agreements generally. The Directors concluded that the Manager’s profitability under the Amended Advisory Agreement for each Portfolio would continue to be reasonable in light of the services provided.provided, including the supervision and oversight of the services provided by an Administrator.

The Directors considered whether economies of scale may be realized under the Amended Advisory Agreement and the Administrative Services Agreement in connection with their consideration of the Amended Advisory Agreement.Agreement for each Portfolio. 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 assets in the Portfolios that retained the Administrator and, potentially, the MIST Portfolios. The Directors concluded that they were satisfied with the extent to which economies of scale would be realized as the Portfolios grow.

The Directors considered 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 right is in a Portfolio’s or the Portfolios’ best interests based on their evaluation of, among other things, (a) the actual administrative services proposed to be provided by the Administrator; (b) the expected quality of such services; and (c) the actual fees proposed to be charged by the Administrator and the 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, the Directors, including the Independent Directors, approved the Amended Advisory Agreement and 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.

Description of the Existing Advisory Agreements

The 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

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(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 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 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 BB-1 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 BB-2 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

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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 terminated without penalty by the Directors or by the shareholders of the 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 its “assignment” as defined in the 1940 Act.

The Artio International Stock Portfolio’s and the Group 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.

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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 and 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.

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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 not have any liability to the Fund or its shareholders under the Amended Advisory Agreement for certain acts or omissions for which it would have been liable to the Fund

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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 approval. In addition, if required by law any amendment to the Amended 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

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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 in(i.e., a broker that is an affiliated person of the 1940 Act)Fund; that is an affiliated person of such person; or an affiliated person of which is an affiliated person of the Fund or a Fund’s investment adviser or principal underwriter) during the fiscal year ended December 31, 2010.

Distributor

The Distributor,MetLife Investors Distribution Company (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 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.

Vote 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 approval of Proposal II by any Portfolio is not contingent on any other Portfolio’s approval of the Proposal II relating to it.

The vote required to approve the Amended Advisory Agreement is the lesser of (i) 67% of the shares of a 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 generally provides a board greater flexibility to modify a trust’s governance documents in those instances where shareholder voting rights would not be affected.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 a Portfoliothe 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 vote only with respect to certain matters, such

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as, for the election or removal of Trustees under certain circumstances 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 willexpects 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 at the timeas of the Valuation Time (as defined inclose of regular trading on the Reorganization Agreement).New York Stock Exchange on the business day preceding the Reorganization. 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 iswill 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 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

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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 willis 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.

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

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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

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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

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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

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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 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 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

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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 one a Portfolio and/or both Portfoliosits corresponding New Portfolio to a Portfolio-level tax or affect the qualification of one a Portfolio and/or both Portfoliosits 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. 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 Fund outstanding on the Record Date. If the required vote is not obtained, the Directors will consider what other actions to take in the best interests of the Fund.

Recommendation of the Board

The Board of Directors believes that the Reorganization Agreement is in the best interests of shareholders of the Fund. Accordingly, the Board unanimously recommends that shareholders vote to APPROVE the Reorganization Agreement 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 or e-mail by officers of the Fund or by

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its agents. In addition, Computershare Fund Services has been engaged to assist in the

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solicitation of proxies for a fee of approximately $710,000,$540,476, although the actual costs of the solicitation may be higher. These costs 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 and soliciting voting instructions, other than those costs relating to Proposal II, which will be borne by the Manager.

Voting Process

The shares of the Portfolio are currently sold to the Insurance Companies as the record owners for allocation to the corresponding investment divisions or sub-accounts of certain of their separate accounts that are registered as investment companies with the SEC. Most of the shares of the Portfolio are attributable to Contractscontracts issued by the Insurance Companies. Other outstanding Portfolio shares are not attributable to Contracts,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 Fund 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, 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 outcome of Proposal I.

In accordance with their understanding of presently applicable law, the Insurance Companies will vote the shares of a Portfolio that are attributable to the Contractscontracts based on voting instructions received from owners of such Contractscontracts 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 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 Contract depends on the particular 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 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 Contractscontracts for which no timely instructions are received or that are not attributable to Contractscontracts 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 Contractscontracts 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 Fund 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 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 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. 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.

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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 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 their 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 shareholders 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 a 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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“Audit Fees” represent fees billed for each of the last two fiscal years or professional services rendered for the audit of the Fund’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 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 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 Audit 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 next regularly scheduled Audit Committee meeting. Such Audit Committee member must report to the Audit 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 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 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 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 non-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 concluded that such services are compatible with maintaining the Independent Registered Public Accounting Firm’s independence.

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, if any, may be obtained without charge by calling (800) 638-7732 or by writing to Michael 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 each Portfolio were outstanding and entitled to vote:

5354

5455

5556

All of the shares of the Portfolios 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 Fund, 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 Contractscontracts which would entitle them to instruct the Insurance Companies with respect to 5% or more of the voting securities of any 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 anyeach Portfolio.

Administrator

The Manager provides administrative services to the Portfolios under the Existing Advisory Agreements.Appendix BB-2 to this Proxy Statement sets forth the advisory fees paid for the fiscal year ended December 31, 2010, which include fees paid for administrative services.

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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 Computersharethe Fund Services at (800) 638-7732.

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Appendix A

METROPOLITAN SERIES FUND, INC.

NOMINATING COMMITTEE CHARTER

A-1

Adopted: August 4, 2004

A-2

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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A-4

Appendix BB-1

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.

B-1

B-2

B-3

Appendix B-2

Advisory Fee Waivers

Pursuant to an expense agreement, the Manager has agreed, for the period May 1, 2011 through April 30, 2012, to reduce its advisory fees set out above under “Advisory Fees” for each class of the Portfolios listed below as follows:

B-4

B-5

Advisory Fees Paid

For the fiscal year ended December 31, 2010, each Portfolio paid the following amounts in advisory fees to the Manager. The amounts shown reflect fee waivers or expense reimbursements in place, if any, during the fiscal year ended December 31, 2010.

B-6

B-7

Appendix C

The table below 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, and the purpose of such submission.

C-1

C-2

C-3

C-4

C-5

C-6

Appendix D-1

Form of Amended Advisory Agreement

METROPOLITAN SERIES FUND, INC.

AMENDED AND RESTATED ADVISORY AGREEMENT

(                Portfolio)

AMENDED AND RESTATED AGREEMENT made this             day of             , 2012 by and between METROPOLITAN SERIES FUND, INC., a Maryland corporation (the “Fund”), with respect to its             Portfolio (the “Portfolio”), and METLIFE ADVISERS, LLC, a Delaware limited liability company (the “Manager”).

WITNESSETH:

WHEREAS, the Fund and the Manager previously entered into an agreement (the “Original Agreement”) on behalf of its             Portfolio setting forth the terms upon which the Manager (or certain other parties acting pursuant to delegation from the Manager) would perform certain services for the Portfolio;

WHEREAS, the Fund and the Manager wish to amend and restate the Original Agreement to modify the services the Manager will perform for the Portfolio;

NOW THEREFORE, in consideration of the premises and covenants hereinafter contained, the parties agree as follows:

1. (a) The Fund hereby employs the Manager to furnish the Fund with Portfolio Management Services (as defined in Section 2 hereof) and Other Services (as defined in Section 3 hereof), subject to the authority of the Manager to delegate any or all of its responsibilities hereunder to other parties as provided in Sections 1(b) and (c) hereof. The Manager hereby accepts such employment and agrees, at its own expense, to furnish such services (either directly or pursuant to delegation to other parties as permitted by Sections 1(b) and (c) hereof) and to assume the obligations herein set forth, for the compensation herein provided. The Manager shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Fund in any way or otherwise be deemed an agent of the Fund.

(b) The Manager may delegate any or all of its responsibilities hereunder with respect to the provision of Portfolio Management Services (and assumption of related expenses) to one or more other parties (each such party, a “Sub-Adviser”), pursuant in each case to a written agreement with such Sub-Adviser that meets the requirements of Section 15 of the Investment Company Act of 1940 and the rules thereunder (the “1940 Act”) applicable to contracts for service as investment adviser of a registered investment company (including without

D-1

limitation the requirements for approval by the directors of the Fund and the shareholders of the Portfolio), subject, however, to such exemptions as may be granted by the Securities and Exchange Commission. Any Sub-Adviser may (but need not) be affiliated with the Manager. If different Sub-Advisers are engaged to provide Portfolio Management Services with respect to different segments of the Portfolio, the Manager shall determine, in the manner described in the prospectus of the Portfolio from time to time in effect, what portion of the assets belonging to the Portfolio shall be managed by each Sub-Adviser.

(c) The Manager may delegate any or all of its responsibilities hereunder with respect to the provision of Other Services to one or more other parties (each such party, a “Delegatee”) selected by the Manager. Any Delegatee may (but need not) be affiliated with the Manager.

(d) [[For the Asset Allocation Portfolios only: The Manager agrees that all books and records which it maintains for the Fund are the Fund’s property. The Manager also agrees upon request of the Fund, promptly to surrender the books and records to the requester or make the books and records available for inspection by representatives of regulatory authorities. The Manager shall permit all books and records with respect to the Portfolio to be inspected and audited by the Fund and the Administrator at all reasonable times during normal business hours, upon reasonable notice. Except with respect to books and records of the Fund that are contractually required to be maintained by a Delegatee or a service provider to the Fund, the Manager further agrees to maintain and preserve the Fund’s books and records in accordance with the 1940 Act and rules thereunder.]]

2. As used in this Agreement, “Portfolio Management Services” means management of the investment and reinvestment of the assets belonging to the Portfolio, consisting specifically of the following:

(a) obtaining and evaluating such economic, statistical and financial data and information and undertaking such additional investment research as shall be necessary or advisable for the management of the investment and reinvestment of the assets belonging to the Portfolio in accordance with the Portfolio’s investment objectives and policies;

(b) [[For the Asset Allocation Portfolios only: formulating and implementing a continuous investment program for the Portfolio, which may consist of investing the assets of the Portfolio in other registered investment companies;]]

(c) taking such steps as are necessary to implement the investment policies of the Portfolio by purchasing and selling of securities, including the placing of orders for such purchase and sale; and

(d) regularly reporting to the Board of Directors of the Fund with respect to the implementation of the investment policies of the Portfolio.

D-2

[[For the Asset Allocation Portfolios only: For so long as the Portfolio is an asset allocation portfolio and a fund of funds under Section 12(d)(1)(G) of the 1940 Act, the Manager shall be responsible for the following:

(a) at least annually, in conjunction with the publication of the Portfolio’s annual prospectus update and at such other dates as shall be determined by the Manager, set the annual asset allocation targets and select the underlying portfolios in which the Portfolio shall invest to approximate such targets (“Portfolio Targets”);

(b) re-evaluating and adjusting, as appropriate, such targets and underlying portfolios;

(c) re-balancing on a quarterly basis or such other basis as shall be determined by the Manager the assets of the Portfolio based on the Portfolio’s then-current Portfolio Targets;

(d) monitoring the performance of the Portfolio and the performance of the underlying portfolios throughout the year;

(e) monitoring the subadvisers of the underlying portfolios throughout the year; and

(f) determining whether an underlying portfolio change, or a Portfolio Target change is appropriate in the event of a change in the subadviser of an underlying portfolio.]]

3. As used in this Agreement, “Other Services” means the provision to the Fund, by or at the expense of the Manager, of the following:

(a) office space in such place or places as may be agreed upon from time to time by the Fund and the Manager, and all necessary office supplies, facilities and equipment;

(b) necessary executive and other personnel for managing and overseeing the affairs of the Portfolio, including personnel to perform clerical, bookkeeping, accounting, stenographic and other office functions (exclusive of those related to and to be performed under contract for administration, accounting, custodial, transfer, dividend and plan agency services by the entity or entities selected to perform such services);

(c) compensation, if any, of directors of the Fund who are directors, officers or employees of the Manager, any Sub-Adviser or any Delegatee or of any affiliated person (other than a registered investment company) of the Manager, any Sub-Adviser or any Delegatee;

(d) all services, other than services of counsel, required in connection with the preparation of registration statements and prospectuses, including amendments and revisions thereto;

(e) supervision and oversight of the Portfolio Management Services provided by each Sub-Adviser and Other Services provided by any Delegatee; and

D-3

(f) oversight of all matters relating to compliance by the Fund with applicable laws and with the Fund’s investment policies, restrictions and guidelines.

4. Nothing in section 3 hereof shall require the Manager to bear, or to reimburse the Fund for:

(a) any of the costs of printing and mailing the items referred to in sub-section (d) of this section 3;

(b) any of the costs of preparing, printing and distributing sales literature;

(c) compensation of directors of the Fund who are not directors, officers or employees of the Manager, any Sub-Adviser or any Delegatee or of any affiliated person (other than a registered investment company) of the Manager, any Sub-Adviser or any Delegatee;

(d) registration, filing and other fees in connection with requirements of regulatory authorities;

(e) the charges and expenses of any entity appointed by the Fund for administration, accounting, custodial, paying agent, shareholder servicing and plan agent services;

(f) charges and expenses of independent accountants retained by the Fund;

(g) charges and expenses of any transfer agents and registrars appointed by the Fund;

(h) brokers’ commissions and issue and transfer taxes chargeable to the Fund in connection with securities transactions to which the Fund is a party;

(i) taxes and fees payable by the Fund to federal, state or other governmental agencies;

(j) any cost of certificates representing shares of the Fund;

(k) legal fees and expenses in connection with the affairs of the Fund including registering and qualifying its shares with Federal and State regulatory authorities;

(l) expenses of meetings of shareholders and directors of the Fund; and

(m) interest, including interest on borrowings by the Fund.

5. All activities undertaken by the Manager or any Sub-Adviser or Delegatee pursuant to this Agreement shall at all times be subject to the supervision and control of the Board of Directors of the Fund, any duly constituted committee thereof or any officer of the Fund acting pursuant to like authority.

6. The services to be provided by the Manager and any Sub-Adviser or Delegatee hereunder are not to be deemed exclusive and the Manager and any Sub-Adviser or Delegatee shall be free to render similar services to others, so long as its services hereunder are not impaired thereby.

D-4

7. As full compensation for all services rendered, facilities furnished and expenses borne by the Manager hereunder, the Fund shall pay the Manager compensation at the annual rate of [See Appendix BB-1 of the Proxy Statement for each Portfolio’s fee schedule]. Such compensation shall be payable monthly in arrears or at such other intervals, not less frequently than quarterly, as the Board of Directors of the Fund may from time to time determine and specify in writing to the Manager. The Manager hereby acknowledges that the Fund’s obligation to pay such compensation is binding only on the assets and property belonging to the Portfolio.

8. Reserved.

9. It is understood that any of the shareholders, directors, officers, employees and agents of the Fund may be a shareholder, director, officer, employee or agent of, or be otherwise interested in, the Manager, any affiliated person of the Manager, any organization in which the Manager may have an interest or any organization which may have an interest in the Manager; that the Manager, any such affiliated person or any such organization may have an interest in the Fund; and that the existence of any such dual interest shall not affect the validity hereof or of any transactions hereunder except as otherwise provided in the articles of incorporation of the Fund, the limited liability company agreement of the Manager or specific provisions of applicable law.

10. This Agreement shall become effective as of the date of its execution, and

(a) unless otherwise terminated, this Agreement shall continue in effect for a period of one year, 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 or the Manager, 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 Manager 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; and

(d) this Agreement may be terminated by the Manager on ninety days’ written notice to the Fund.

Termination of this Agreement pursuant to this section 10 shall be without the payment of any penalty.

11. This Agreement may be amended at any time by mutual consent of the parties, provided that, if required by law (as may be modified by any exemptions received by the Manager), such consent on the part of the Fund shall have been approved by vote

D-5

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 or the Manager, cast in person at a meeting called for the purpose of voting on such approval.

12. 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 Securities and Exchange Commission under the 1940 Act. References in this Agreement to any assets, property or liabilities “belonging to” the Portfolio shall have the meaning defined in the Fund’s articles of incorporation as amended from time to time.

13. 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 hereunder, 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 hereunder.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written.