METROPOLITAN SERIES FUND INC.

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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METROPOLITAN SERIES FUND

(Name of registrant as specified in its charter)

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METROPOLITAN SERIES FUND, INC.
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MET INVESTORS SERIES TRUST

METROPOLITAN SERIES FUND INC.

501 Boylston StreetONE FINANCIAL CENTER

Boston, Massachusetts 02116BOSTON, MASSACHUSETTS 02111

Dear Contract Holder:

I am writing to ask for your vote on a series of important matters concerning your investment in the series (each, a “Portfolio” and collectively, the “Portfolios”) of Met Investors Series Trust (“MIST”) and Metropolitan Series Fund Inc. (the “Fund”(“MSF” and together with MIST, the “Trusts”). The BoardThis proxy statement asks you to consider and vote on two proposals in connection with the separation of DirectorsMetLife Advisers, LLC, the investment adviser to the Portfolios (the “Manager”), from its parent company, MetLife, Inc. (“MetLife”) (the “Separation”) and on a third proposal to elect Trustees of the FundTrusts (the “Board”“Proposals”) has called:

(I)To approve for each Portfolio a new investment advisory agreement between each Trust, on behalf of its Portfolios, and the Manager (“Proposal I”);

(II)To approve for each of MetLife Aggregate Bond Index Portfolio, MetLife Multi-Index Targeted Risk Portfolio, MetLife Stock Index Portfolio, MetLife Mid Cap Stock Index Portfolio, Russell 2000® Index Portfolio and MSCI EAFE® Index Portfolio (the “MLIA Subadvised Portfolios”), each of which is subadvised by MetLife Investment Advisors, LLC (“MLIA”), an affiliate of the Manager, a new subadvisory agreement between the Manager and MLIA with respect to such MLIA Subadvised Portfolio (“Proposal II”); and

(III)To elect Trustees of the Trusts (“Proposal III”).

A special meeting of shareholders of the Portfolios has been scheduled for February 24, 20122017 at the offices of MetLife Advisers, LLC, 501 Boylston Street,One Financial Center, Boston, Massachusetts 02116,02111, at 10:00 a.m. Eastern Time (the “Meeting”). The for the purpose of the Meeting is to ask shareholders to consider the following important proposals:

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

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

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

considering these Proposals. In addition, shareholders may be asked to consider and act upon other matters which may properly come before the Meeting or any adjournment or postponement thereof. Shareholders of record of any Portfolio as of the close of business on November 30, 2016 are entitled to vote at the Meeting and any adjournment or postponement thereof.

In Proposal I, shareholders of each Portfolio are asked to approve a new investment advisory agreement (each a “New Advisory Agreement” and collectively, the “New Advisory Agreements”) with the Manager on terms substantially identical to those of the Portfolio’s current advisory agreement (each a “Current Advisory Agreement” and collectively, the “Current Advisory Agreements”). Under applicable law, the Separation will result in a change of control of the Manager, which may be deemed to be an “assignment” of each Portfolio’s Current Advisory Agreement, resulting in its automatic termination. The change of control is not expected to have a material effect on the management of either Trust.

In Proposal II, shareholders of the MLIA Subadvised Portfolios are asked to approve new subadvisory agreements for these Portfolios between the Manager and MLIA. Because each current subadvisory agreement (each a “Current Subadvisory Agreement” and collectively, the “Current Subadvisory Agreements”) provides for its automatic termination upon the termination of the applicable Current Advisory Agreement, the Separation is expected to result in the termination of the Current Subadvisory Agreement as well. Under exemptive relief from the U.S. Securities and Exchange Commission applicable to the Trusts, a subadvisory agreement with a subadviser that is not an affiliate of the Manager may be approved by the Board of Trustees of each Trust (the “Board”) without shareholder approval, but this exemptive relief does not apply to subadvisory agreements with an affiliate of the Manager, which must be approved by shareholders. The New Subadvisory Agreement for each MLIA Subadvised Portfolio will be substantially identical to the Portfolio’s Current Subadvisory Agreement.

In Proposal III, shareholders are asked to elect four (4) new directorseight (8) Trustees (each, a “Nominee,” and re-elect five (5) existing directorscollectively, the “Nominees”) for among other things, the purpose of substantially aligning the membershipeach Trust. All of the Board withNominees currently serve as Trustees of the boardTrusts and have served in that overseescapacity continuously since their original election or appointment to the other investment company portfolios advised by the Manager (the “MIST Portfolios” and, together with the Portfolios, the “MetLife Funds Complex”).Board. The Board has determined that iteach Nominee’s professional experience, skills, and their relative tenures as Trustees of the Trusts would be beneficial to the Fund and that certain efficiencies may inure to the Fund if substantially similar boards were responsible for the oversight of all of the funds in the MetLife Funds Complex given, among other things, the increased similarity between the operations of the Portfolios and the MIST Portfolios and the additional responsibilities imposed on board members generally as a result of recent regulatory developments.Trusts. If elected, each of the board members, except for me,Nominees other than Mr. Rosenthal is expected to qualify as a board member who is not an “interested person” (asperson,” as defined in the Investment Company Act of 1940, as amended)amended (the “1940 Act”) of the Fund.

Trusts.

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

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

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

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

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

After careful consideration, the Board unanimously recommends that you

vote “FOR” each Proposal.

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

As an owner of a variable life insurance policy or variable annuity contract issued by separate accounts of Metropolitan Life Insurance Company and its insurance company affiliates (collectively,(each an “Insurance Company” and collectively, the “Insurance Companies”), you have the right to instruct your Insurance Company how to vote at the Meeting on the Proposals. You may give voting instructions for the number of shares of the relevant Portfolio(s) attributable to your life insurance policy or annuity contract as of the record time at the close of business on November 30, 2011.2016.

Your vote is very important to us regardless of the number of shares attributable to your variable life insurance policy or variable annuity contract. Whether or not you plan to attend the Meeting in person, pleasePlease read the Proxy Statement and cast your vote promptly. It is important that your vote bereceived by no later than the time of the Meeting on February 24, 2012.2017. VOTING IS QUICK AND EASY. EVERYTHING YOU WILL REQUIRE IS ENCLOSED. To cast your vote simply complete, sign and return the Voting Instruction Card in the enclosed postage-paid envelope. As an alternative to voting by mail you may also vote either via the Internet or by telephone, as explained on the Voting Instruction Card. You may still vote in person if you attend the Meeting.

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

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

Sincerely,

LOGO/s/ Kristi Slavin

Elizabeth M. ForgetKristi Slavin

President, Met Investors Series Trust and Metropolitan Series Fund

MET INVESTORS SERIES TRUST

(TO BE RENAMED BRIGHTHOUSE FUNDS TRUST I)

One Financial Center

Boston, MA 02111

AB Global Dynamic Allocation Portfolio

Allianz Global Investors Dynamic Multi-Asset Plus Portfolio

American Funds® Balanced Allocation Portfolio

American Funds® Growth Allocation Portfolio

American Funds® Growth Portfolio

American Funds® Moderate Allocation Portfolio

AQR Global Risk Balanced Portfolio

BlackRock Global Tactical Strategies Portfolio

BlackRock High Yield Portfolio

Clarion Global Real Estate Portfolio

ClearBridge Aggressive Growth Portfolio

Goldman Sachs Mid Cap Value Portfolio

Harris Oakmark International Portfolio

Invesco Balanced-Risk Allocation Portfolio

Invesco Comstock Portfolio

Invesco Mid Cap Value Portfolio

Invesco Small Cap Growth Portfolio

JPMorgan Core Bond Portfolio

JPMorgan Global Active Allocation Portfolio

JPMorgan Small Cap Value Portfolio

Loomis Sayles Global Markets Portfolio

Met/Aberdeen Emerging Markets Equity Portfolio

(to be renamed Brighthouse/Aberdeen Emerging Markets Equity Portfolio)

Met/Artisan International Portfolio

(to be renamed Brighthouse/Artisan International Portfolio)

Met/Eaton Vance Floating Rate Portfolio

(to be renamed Brighthouse/Eaton Vance Floating Rate Portfolio)

Met/Franklin Low Duration Total Return Portfolio

(to be renamed Brighthouse/Franklin Low Duration Total Return Portfolio)

Met/Templeton International Bond Portfolio

(to be renamed Brighthouse/Templeton International Bond Portfolio)

Met/Wellington Large Cap Research Portfolio

(to be renamed Brighthouse/Wellington Large Cap Research Portfolio)

MetLife Asset Allocation 100 Portfolio

(to be renamed Brighthouse Asset Allocation 100 Portfolio)

MetLife Balanced Plus Portfolio

(to be renamed Brighthouse Balanced Plus Portfolio)

MetLife Multi-Index Targeted Risk Portfolio

MetLife Small Cap Value Portfolio

(to be renamed Brighthouse Small Cap Value Portfolio)

MFS® Research International Portfolio

Morgan Stanley Mid Cap Growth Portfolio

Oppenheimer Global Equity Portfolio

PanAgora Global Diversified Risk Portfolio

PIMCO Inflation Protected Bond Portfolio

PIMCO Total Return Portfolio

Pyramis® Government Income Portfolio

Pyramis® Managed Risk Portfolio

Schroders Global Multi-Asset Portfolio

SSGA Growth and Income ETF Portfolio

SSGA Growth ETF Portfolio

TCW Core Fixed Income Portfolio

T. Rowe Price Large Cap Value Portfolio

T. Rowe Price Mid Cap Growth Portfolio

METROPOLITAN SERIES FUND INC.

Artio(TO BE RENAMED BRIGHTHOUSE FUNDS TRUST II)

One Financial Center

Boston, MA 02111

Baillie Gifford International Stock Portfolio

Barclays Capital Aggregate Bond Index Portfolio

BlackRock Aggressive Growth Portfolio

BlackRock Bond Income Portfolio

BlackRock DiversifiedCapital Appreciation Portfolio

BlackRock Large Cap Value Portfolio

BlackRock Legacy LargeUltra-Short Term Bond Portfolio

Frontier Mid Cap Growth Portfolio

BlackRock Money Market Portfolio

Davis Venture Value Portfolio

FI Value Leaders Portfolio

Jennison Growth Portfolio

Loomis Sayles Small Cap Core Portfolio

Loomis Sayles Small Cap Growth Portfolio

Met/Artisan Mid Cap Value Portfolio

(to be renamed Brighthouse/Artisan Mid Cap Value Portfolio)

Met/Dimensional International Small Company Portfolio

(to be renamed Brighthouse/Dimensional International Small Company Portfolio)

Met/Wellington Balanced Portfolio

(to be renamed Brighthouse/Wellington Balanced Portfolio)

Met/Wellington Core Equity Opportunities Portfolio

(to be renamed Brighthouse/Wellington Core Equity Opportunities Portfolio)

MetLife ConservativeAggregate Bond Index Portfolio

MetLife Asset Allocation 20 Portfolio

(to be renamed Brighthouse Asset Allocation 20 Portfolio)

MetLife Conservative Asset Allocation 40 Portfolio

(to Moderatebe renamed Brighthouse Asset Allocation Portfolio40 Portfolio)

MetLife Asset Allocation 60 Portfolio

(to be renamed Brighthouse Asset Allocation 60 Portfolio)

MetLife Asset Allocation 80 Portfolio

(to be renamed Brighthouse Asset Allocation 80 Portfolio)

MetLife Mid Cap Stock Index Portfolio

MetLife Moderate Allocation Portfolio

MetLife Moderate to Aggressive Allocation Portfolio

MetLife Stock Index Portfolio

MFS® Total Return Portfolio

MFS® Value Portfolio

Morgan StanleyMSCI EAFE® Index Portfolio

(to be renamed MetLife MSCI EAFE® Index Portfolio)

Neuberger Berman Genesis Portfolio

Neuberger Berman Mid Cap Value Portfolio

Oppenheimer Global Equity Portfolio

Russell 2000® Index Portfolio

(to be renamed MetLife Russell 2000® Index Portfolio)

T. Rowe Price Large Cap Growth Portfolio

T. Rowe Price Small Cap Growth Portfolio

Van Eck Global Natural Resources Portfolio

Western Asset Management Strategic Bond Opportunities Portfolio

Western Asset Management U.S. Government Portfolio

Zenith Equity Portfolio

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

Notice is hereby given that a Special Meeting (the “Meeting”) of the shareholders of Met Investors Series Trust (“MIST”) and Metropolitan Series Fund Inc. (the “Fund”(“MSF” and together with MIST, the “Trusts”) and each series of the FundTrusts (each, a “Portfolio” and, collectively, the “Portfolios”) will be held at 10:00 a.m. Eastern Time on February 24, 2012,2017, at the offices of MetLife Advisers, LLC (the “Manager”), 501 Boylston Street,One Financial Center, Boston, Massachusetts 0211602111 for the following purposes:

 

 1.(I)To elect Directorsapprove for each Portfolio a new investment advisory agreement between each Trust, on behalf of its Portfolios, and the Fund.Manager (“Proposal I”);

 

 2.(II)To approve for each of MetLife Aggregate Bond Index Portfolio, MetLife Multi-Index Targeted Risk Portfolio, MetLife Stock Index Portfolio, MetLife Mid Cap Stock Index Portfolio, Russell 2000® Index Portfolio and MSCI EAFE® Index Portfolio (the “MLIA Subadvised Portfolios”), each of which is subadvised by MetLife Investment Advisors, LLC (“MLIA”), an Amended and Restated Advisory Agreementaffiliate of the Manager, a new subadvisory agreement between the Fund, on behalf of eachManager and MLIA with respect to such MLIA Subadvised Portfolio (“Proposal II”); and the Manager.

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

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

Shareholders of record at the close of business on November 30, 2011,2016 are entitled to notice of and to vote at the Meeting and any adjourned or postponed session thereof.

By order of the Board of DirectorsTrustees of the Fund,

LOGOTrusts,

Michael P. Lawlor, Assistant Secretary

[                    ], 2011December 27, 2016]

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

MET INVESTORS SERIES TRUST

(TO BE RENAMED BRIGHTHOUSE FUNDS TRUST I)

One Financial Center

Boston, MA 02111

AB Global Dynamic Allocation Portfolio

Allianz Global Investors Dynamic Multi-Asset Plus Portfolio

American Funds® Balanced Allocation Portfolio

American Funds® Growth Allocation Portfolio

American Funds® Growth Portfolio

American Funds® Moderate Allocation Portfolio

AQR Global Risk Balanced Portfolio

BlackRock Global Tactical Strategies Portfolio

BlackRock High Yield Portfolio

Clarion Global Real Estate Portfolio

ClearBridge Aggressive Growth Portfolio

Goldman Sachs Mid Cap Value Portfolio

Harris Oakmark International Portfolio

Invesco Balanced-Risk Allocation Portfolio

Invesco Comstock Portfolio

Invesco Mid Cap Value Portfolio

Invesco Small Cap Growth Portfolio

JPMorgan Core Bond Portfolio

JPMorgan Global Active Allocation Portfolio

JPMorgan Small Cap Value Portfolio

Loomis Sayles Global Markets Portfolio

Met/Aberdeen Emerging Markets Equity Portfolio

(to be renamed Brighthouse/Aberdeen Emerging Markets Equity Portfolio)

Met/Artisan International Portfolio

(to be renamed Brighthouse/Artisan International Portfolio)

Met/Eaton Vance Floating Rate Portfolio

(to be renamed Brighthouse/Eaton Vance Floating Rate Portfolio)

Met/Franklin Low Duration Total Return Portfolio

(to be renamed Brighthouse/Franklin Low Duration Total Return Portfolio)

Met/Templeton International Bond Portfolio

(to be renamed Brighthouse/Templeton International Bond Portfolio)

Met/Wellington Large Cap Research Portfolio

(to be renamed Brighthouse/Wellington Large Cap Research Portfolio)

MetLife Asset Allocation 100 Portfolio

(to be renamed Brighthouse Asset Allocation 100 Portfolio)

MetLife Balanced Plus Portfolio

(to be renamed Brighthouse Balanced Plus Portfolio)

MetLife Multi-Index Targeted Risk Portfolio

MetLife Small Cap Value Portfolio

(to be renamed Brighthouse Small Cap Value Portfolio)

MFS® Research International Portfolio

Morgan Stanley Mid Cap Growth Portfolio

Oppenheimer Global Equity Portfolio

PanAgora Global Diversified Risk Portfolio

PIMCO Inflation Protected Bond Portfolio

PIMCO Total Return Portfolio

Pyramis® Government Income Portfolio

Pyramis® Managed Risk Portfolio

Schroders Global Multi-Asset Portfolio

SSGA Growth and Income ETF Portfolio

SSGA Growth ETF Portfolio

TCW Core Fixed Income Portfolio

T. Rowe Price Large Cap Value Portfolio

T. Rowe Price Mid Cap Growth Portfolio

METROPOLITAN SERIES FUND INC.

501 Boylston Street(TO BE RENAMED BRIGHTHOUSE FUNDS TRUST II)

One Financial Center

Boston, Massachusetts 02116MA 02111

ArtioBaillie Gifford International Stock Portfolio

Barclays Capital Aggregate Bond Index Portfolio

BlackRock Aggressive Growth Portfolio

BlackRock Bond Income Portfolio

BlackRock DiversifiedCapital Appreciation Portfolio

BlackRock Large Cap Value Portfolio

BlackRock Legacy LargeUltra-Short Term Bond Portfolio

Frontier Mid Cap Growth Portfolio

BlackRock Money Market Portfolio

Davis Venture Value Portfolio

FI Value Leaders Portfolio

Jennison Growth Portfolio

Loomis Sayles Small Cap Core Portfolio

Loomis Sayles Small Cap Growth Portfolio

Met/Artisan Mid Cap Value Portfolio

(to be renamed Brighthouse/Artisan Mid Cap Value Portfolio)

Met/Dimensional International Small Company Portfolio

(to be renamed Brighthouse/Dimensional International Small Company Portfolio)

Met/Wellington Balanced Portfolio

(to be renamed Brighthouse/Wellington Balanced Portfolio)

Met/Wellington Core Equity Opportunities Portfolio

(to be renamed Brighthouse/Wellington Core Equity Opportunities Portfolio)

MetLife ConservativeAggregate Bond Index Portfolio

MetLife Asset Allocation 20 Portfolio

(to be renamed Brighthouse Asset Allocation 20 Portfolio)

MetLife Conservative Asset Allocation 40 Portfolio

(to Moderatebe renamed Brighthouse Asset Allocation Portfolio40 Portfolio)

MetLife Asset Allocation 60 Portfolio

(to be renamed Brighthouse Asset Allocation 60 Portfolio)

MetLife Asset Allocation 80 Portfolio

(to be renamed Brighthouse Asset Allocation 80 Portfolio)

MetLife Mid Cap Stock Index Portfolio

MetLife Moderate Allocation Portfolio

MetLife Moderate to Aggressive Allocation Portfolio

MetLife Stock Index Portfolio

MFS® Total Return Portfolio

MFS® Value Portfolio

Morgan StanleyMSCI EAFE® Index Portfolio

(to be renamed MetLife MSCI EAFE® Index Portfolio)

Neuberger Berman Genesis Portfolio

Neuberger Berman Mid Cap Value Portfolio

Oppenheimer Global Equity Portfolio

Russell 2000® Index Portfolio

(to be renamed MetLife Russell 2000® Index Portfolio)

T. Rowe Price Large Cap Growth Portfolio

T. Rowe Price Small Cap Growth Portfolio

Van Eck Global Natural Resources Portfolio

Western Asset Management Strategic Bond Opportunities Portfolio

Western Asset Management U.S. Government Portfolio

Zenith Equity Portfolio

 

1

PROXY STATEMENT

This Proxy Statement is being furnished in connection with the solicitation of proxies by the Board of Trustees (the “Trustees” or the “Board”) of Met Investors Series Trust (“MIST”) and Metropolitan Series Fund (“MSF” and together with MIST, the “Trusts”) and the solicitation of voting instructions by the Board of Directors (the “Board of Directors,”Metropolitan Life Insurance Company and its insurance company affiliates (each an “Insurance Company” and collectively, the “Board,” or the “Directors”“Insurance Companies”) of Metropolitan Series Fund, Inc. (the “Fund”), for use at the special meeting (the “Meeting”) of shareholders of the FundTrusts and each series of the Fund’s seriesTrusts (each, a “Portfolio” and, collectively, the “Portfolios”). The Meeting will be held at 10:00 a.m. Eastern Time on February 24, 2012,2017, at the offices of MetLife Advisers, LLC, 501 Boylston Street,One Financial Center, Boston, Massachusetts 02116.MA 02111 (the “Manager”). This Proxy Statement and its enclosures are being mailed to shareholders of the Portfolios beginning on or about January 3, 2012.December 27, 2016. Shareholders of record at the close of business on November 30, 20112016 (the “Record Date”) are entitled to vote on the proposals, as set forth below.

THE PROPOSALS

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

(I)To approve for each Portfolio a new investment advisory agreement between each Trust, on behalf of its Portfolios, and the Manager (“Proposal I”);

(II)To approve for each of MetLife Aggregate Bond Index Portfolio, MetLife Multi-Index Targeted Risk Portfolio, MetLife Stock Index Portfolio, MetLife Mid Cap Stock Index Portfolio, Russell 2000® Index Portfolio and MSCI EAFE® Index Portfolio (“MLIA Subadvised Portfolios”), each of which is subadvised by MetLife Investment Advisors, LLC (“MLIA”), an affiliate of the Manager, a new subadvisory agreement between the Manager and MLIA with respect to such MLIA Subadvised Portfolio (“Proposal II”); and

(III)To elect Trustees of the Trusts (“Proposal III”).

With respect to Proposals I and II, the shareholders of each Portfolio will vote separately. With respect to Proposal III, the shareholders of the Portfolios will vote together as a single class. With respect to Proposal II, the shareholders of each Portfolio will vote separately. The approval and implementation of any one of the Proposals

INTRODUCTION

Each Trust is not contingent on the approval of any of the other Proposals.

INTRODUCTION

The Fund, an open-end management investment company is a Maryland corporation that was formed in 1982. The Fund is a series-type company with 34 separate series (or “Portfolios”). The Manager advises a number of other investment companies (the “MIST Portfolios” and together with the Portfolios, the “MetLife Funds Complex”) that are series of a separate entity, Met Investors Series Trust (“MIST”), formedorganized as a Delaware statutory trust. AtMIST was formed in 2000 as a meetingseries-type company and currently consists of 45 separate Portfolios. MSF was formed in 1982 as a series-type company and currently consists of 30 separate Portfolios. The Portfolios are currently used solely as funding options in variable annuity and life insurance contracts issued by MetLife-affiliated Insurance Companies. Both Trusts are managed by the Fund’s Board onManager.

 

21

August 18, 2011 (the “August Meeting”All of the voting interests in the Manager are currently owned by MetLife Inc. (“MetLife”), the ultimate parent company of the Manager. In January 2016, MetLife announced that it was planning to divest itself of a substantial portion of its U.S. retail business, including the Manager introduced(the “Separation”). The new separate retail business will be organized under a numberholding company to be called Brighthouse Financial, Inc. (“Brighthouse”). In connection with the Separation, the voting interests in the Manager that are currently held by MetLife will be transferred to Brighthouse and Brighthouse will become the ultimate parent company of proposals to the BoardManager. In addition, in connection with the Separation, Brighthouse will also become the ultimate parent company of certain insurance companies that were intended to align more closely the operationsare shareholders of the Portfolios, andas well as the MIST Portfolios. The Manager proposed (i) aligning substantially the membershipultimate parent company of the Board with the membership of the Board of Trustees of MIST (the “MIST Board” or the “MIST Trustees”) by electing certain of the MIST Trustees toa registered broker-dealer that will serve on the Fund’s Board; (ii) amending each Portfolio’s existing advisory agreement for the purpose of revising the terms of those agreements to reflect that the Fund may retain a third party to perform administrative services for each Portfolio at such Portfolio’s expense, and to limit the Manager’s role in respect of those administrative services to supervising and overseeing them; and (iii) reorganizing the Fund as a Delaware statutory trust.

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

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

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

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

At a meeting of the Fund’s Board on November 16-17, 2011 (the “November Meeting”), the Manager made a revised presentation regarding each of the Proposals. Based upon the unanimous recommendation of the Special Committee and the Board’s own review of the Proposals, the Board approved a form of Amended and Restated Advisory Agreement between the Fund, on behalf of each Portfolio, and the Manager (the “Amended Advisory Agreement”) and the Reorganization Agreement. Acting on nominations made by the Board’s Nominating Committee, the Fund’s Board approved

3

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

If elected, any newly elected directors will join the Fund’s Board and, if approved, any Amended Advisory Agreement will become effective as to the Portfolios approving it on or about April 30, 2012. The reorganization of the Fund, if approved,Separation is expected to closeoccur in the first half of 2017.

The Separation is not expected to have any material effect on April 30, 2012, although the date may be adjusted in accordanceoperations or personnel of the Manager or the services it provides to the Trusts. In connection with the Reorganization Agreement.Separation, it is anticipated that the Manager will change its name from MetLife Advisers, LLC to Brighthouse Investment Advisers, LLC, and MIST and MSF will change their names to Brighthouse Funds Trust I and Brighthouse Funds Trust II, respectively.

THE BOARD OF DIRECTORSTRUSTEES UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR” PROPOSALS I, II, AND III.

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on February 24, 2012.2017.

This proxy statement and each Portfolio’s most recent reports to shareholders are available atwww.metlife.com/msf.msf.

PROPOSAL I – APPROVAL OF NEW ADVISORY AGREEMENTS

Introduction

The Manager currently serves as the investment adviser to the Trusts under the Trusts’ current advisory agreements (each a “Current Advisory Agreement” and collectively, the “Current Advisory Agreements”). The Manager, as permitted by the Current Advisory Agreements, has engaged one or more investment managers to manage many of the Trust’s Portfolios on a subadvisory basis under each Portfolio’s current subadvisory agreements (each a “Current Subadvisory Agreement” and collectively, the “Current Subadvisory Agreements”). The Manager is responsible for, among other things, monitoring the performance of each Trust’s subadvisers and, subject to the approval of the Board, may terminate subadvisers and identify and select new subadvisers for the Portfolios. The Manager operates each Trust under a “manager-of-managers” structure pursuant to an exemptive order

 

42

PROPOSAL I – ELECTION OF BOARD MEMBERS(the “Manager-of-Managers Order”) issued by the U.S. Securities and Exchange Commission (the “SEC”).1 The date of each Portfolio’s Current Advisory Agreement and the date on which it was last approved by shareholders and last approved or continued by the Board are provided in Appendix A.

As required by the Investment Company Act of 1940 (the “1940 Act”), each Current Advisory Agreement provides for its automatic termination in the event of its assignment. The Fund’s BoardSeparation is recommending that shareholders elect the following persons as Directorsexpected, through one or more transactions, to result in a change of control of the Fund: Stephen M. Alderman, Robert Boulware, Daniel A. DoyleManager, and Susan C. Gause (the “New Nominees”), such elections to be effective on or about April 30, 2012, and re-elect Nancy Hawthorne, Keith M. Schappert, Linda B. Strumpf, Dawn M. Vroegop and Elizabeth M. Forget (the “Director Nominees,therefore an “assignment,” and together with the New Nominees, the “Nominees”) as Directors of the Fund. The Boardthat term is recommending the election of the New Nominees, each of whom currently serves as a Trustee on the MIST Board (as do Mses. Forget and Vroegop), for the purposes of, among other things, substantially aligning the members of the Board with the membership of the MIST Board, which is the board that oversees the MIST Portfolios. If elected, each of the Nominees, except Ms. Forget, is expected to qualify as an Independent Director of the Fund. Ms. Forget is an “interested person” of the Fund (as defined in the 1940 Act) becauseAct, of her positioneach Current Advisory Agreement. The change of control is not expected to have a material effect on the management of any Portfolio.

In anticipation of the Separation, shareholders of each Portfolio are being asked to approve a new advisory agreement (each a “New Advisory Agreement” and collectively, the “New Advisory Agreements”) between the Trust, on behalf of the Portfolio, and the Manager, to be effective upon the termination of the Current Advisory Agreements in connection with the Separation. The form of the New Advisory Agreement for the Portfolios is attached hereto as PresidentAppendix B. The New Advisory Agreement for each Portfolio will have an initial term of one year and will be substantially identical to the Portfolio’s Current Advisory Agreement, including with respect to the services the Manager is required to provide to the Portfolio and the fee rates paid to the Manager by the Portfolio. Each New Advisory Agreement will differ from the corresponding Current Advisory Agreement only with respect to dates and the names of the Manager, her positions with certain other affiliates ofthe Trusts and each Portfolio (which will be changed to reflect their new names following the Separation under the Brighthouse organization). The Manager’s name will be changed from MetLife Inc. (“MetLife”), the ultimate parent company of the Manager,Advisers, LLC to Brighthouse Investment Advisers, LLC, MIST will be changed to Brighthouse Funds Trust I, and her ownership of securities issued by MetLife.MSF will be changed to Brighthouse Funds Trust II.

Over the past several months, representatives of the Fund’s Board participatedThe 1940 Act provides that, in informal and formal meetings with the Manager, counselorder for an advisory agreement relating to the Fund and counsela Portfolio to the Board’s Independent Directors to review and discuss ways to coordinate and enhance the governance of the MetLife Funds Complex, given, among other things, the increased similarity between the operations of the Portfolios and the MIST Portfolios and the additional responsibilities imposed on board members generally as a result of recent regulatory developments. Among the subjects consideredbecome effective, it must be approved by the Board, was the possible substantial alignmentincluding a majority of the membershipsTrustees who are not “interested persons” (the “Independent Trustees”), and by the Portfolio’s shareholders. In anticipation of the Board and the MIST Board. The Board considered the potential benefits of such an alignment, including, among other things, (i) the potential for enhanced board oversight of portfolio operations throughout the MetLife Funds Complex; (ii) the potential for further uniformity of practices throughout the MetLife Funds Complex; (iii) the potential for key personnel of the Manager to oversee Fund operations more efficiently by enabling them to address matters concerning both Boards simultaneously; and (iv) the potential for operational efficiencies by, for example, decreasing the time dedicated to preparing for and holding multiple regular board meetings each calendar quarter.

After extensive discussions and meetings, the Nominating Committee ofSeparation, the Board composed exclusivelymet in person on September 27-28, and again on November 15-16, 2016 (the “November Meeting”), for the purpose of board members of the Fund who are Independent Directors, determined thatconsidering whether it would be beneficialin the best interest of each Portfolio to approve a New Advisory Agreement with respect to such Portfolio and, for those Portfolios that are managed on a subadvisory basis, a new subadvisory agreement (each a “New Subadvisory Agreement” and collectively, the Fund if substantially similar boards were responsible for overseeing the operations of the entire MetLife Funds Complex. Throughout these discussions the Nominating Committee of the Board was advised by counsel to the Independent Directors.

“New Subadvisory Agreements”) with such Portfolio’s current subadviser(s). At the November Meeting, and for the Nominating Committeereasons discussed below, the Board,

1 As discussed below, the Manager-of-Managers Order enables the Manager, subject to the approval of the Board, determinedbut without the need for shareholder approval, to recommendretain and terminate subadvisers, engage new subadvisers (including entering into new subadvisory agreements) and to make material revisions to the full Boardterms of the New Nominees for electionsubadvisory agreements relating to the Board and the Director Nominees for re-electionTrusts, with respect to the Board. Acting onany subadviser that recommendation at the

5

November Meeting, the Board approved those nominations and called a meeting of shareholders to allow shareholdersis not an affiliate of the Fund to vote on the election and re-election, respectively, of the New Nominees and the Director Nominees to the Board.

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

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

Information Concerning Nominees, Directors and Executive Officers

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

Mr. Ludes, a current Director, is expected to retire at the end of the 2011 calendar year. Messrs. Garban, Scott Morton and Typermass are expected to retire from the Fund’s Board either before or at the time the New Nominees, if elected, join the Board. Following their retirement from the Board, Messrs. Garban and Scott Morton are expected to serve as Directors Emeriti to the Board and will commit to attend meetings of the Board, if requested by the Independent Directors, and will remain available for consultation by the Independent Directors of the Fund until December 31, 2012. As compensation for their service, each Director Emeritus will receive the pro rated portion of the retainer they would have received had they remained on the Board through December 31, 2012.

Each New Nominee elected and each Director Nominee re-elected to the Board at the Meeting will serve until his or her successor has been elected and qualified, or until he or she dies, resigns or is removed. Each Nominee has indicated a willingness to serve if elected.

6

Name and Age

Position(s)
Held with
Registrant

Term of
Office and
Length of
Time Served

Principal
Occupation(s)
During the
Past 5 Years(1)

Number of
Portfolios in
MetLife Funds
Complex(2)
Overseen
by Director
or Nominee

Other
Directorships
Held by Director
During the
Past 5 Years

Nominees

Stephen M. Alderman

(52)

NomineeN/ASince November 1991, Shareholder in the law firm of Garfield and Merel, Ltd.88Since December 2000, Independent Trustee, MIST**; Director, International Truck Leasing Corp.

Robert Boulware

(55)

NomineeN/AFrom 2004 to 2009, Director, Norwood Promotional Products, Inc.; from 2007 to 2008, Director, Wealthpoint Advisors (a business development company); from 2007 to 2009, Director, Holladay Bank; from 1992-2006, President and Chief Executive Officer, ING Fund Distributor, LLC.88Since March 2008, Independent Trustee, MIST**; since 2005, Director, Gainsco, Inc. (auto insurance).

7

Name and Age

Position(s)
Held with
Registrant

Term of
Office and
Length of
Time Served

Principal
Occupation(s)
During the
Past 5 Years(1)

Number of
Portfolios in
MetLife Funds
Complex(2)
Overseen
by Director
or Nominee

Other
Directorships
Held by Director
During the
Past 5 Years

Daniel A. Doyle

(53)

NomineeN/ASince November 2011, Officer, Puget Energy, Inc. (public utility); from June 2009 to [November 2011], independent business consultant; from October 2000 to June 2009, Vice President and Chief Financial Officer, ATC Management, Inc. (public utility).88Since February 2007, Independent Trustee, MIST**; Director, Wisconsin Sports Development Corporation.

Susan C. Gause

(59)

NomineeN/ASince 2003, private investor.88Since March 2008, Independent Trustee, MIST**.

8

Name and Age

Position(s)
Held with
Registrant

Term of
Office and
Length of
Time Served

Principal
Occupation(s)
During the
Past 5 Years(1)

Number of
Portfolios in
MetLife Funds
Complex(2)
Overseen
by Director
or Nominee

Other
Directorships
Held by Director
During the
Past 5 Years

Nancy Hawthorne

(60)

Director and NomineeIndefinite; From 2003 to presentChief Executive Officer, Clerestory LLC (corporate financial advisor); formerly, Chief Executive Officer and Managing Partner, Hawthorne, Krauss and Associates (corporate financial advisor); formerly, Chief Financial Officer and Executive Vice President, Continental Cablevision, subsequently renamed MediaOne (cable television company).88***Director, Avid Technology (computer software company)**; formerly, Chairman of the Board of Avid Technology; formerly, Board of Advisors, L. Knife & Sons, Inc. (beverage distributor); Board Member, THL Credit, Inc.**; formerly, Director, Life F/X, Inc.; formerly, Chairman of the Board, WorldClinic (distance medicine company); formerly, Director, Perini Corporation (construction company)**; formerly, Director, CGU (property and casualty insurance company); formerly, Director, Beacon Power Corporation (energy company)**.

9

Name and Age

Position(s)
Held with
Registrant

Term of
Office and
Length of
Time Served

Principal
Occupation(s)
During the
Past 5 Years(1)

Number of
Portfolios in
MetLife Funds
Complex(2)
Overseen
by Director
or Nominee

Other
Directorships
Held by Director
During the
Past 5 Years

Keith M. Schappert

(60)

Director and NomineeIndefinite; From 2009 to presentPresident, Schappert Consulting LLC; Director, The Commonfund; formerly, Vice Chairman, OneCapital Management Co.; formerly, Vice Chairman and Regional Head of Asset Management, Credit Suisse; formerly, President and CEO of Federated Investment Advisory Cos., Federated Investors; formerly, President, J.P. Morgan Investment Management; formerly, Chairman of the Board, J.P. Morgan Investment Management.88***Advisory Board of Trilogy Global Advisors; formerly, Trustee and Head of Endowment Committee, Berkshire School; Director, The Western Pennsylvania Hospital; formerly, Director, Soleil Securities; Director, Mirae Asset Discovery Funds**.

10

Name and Age

Position(s)
Held with
Registrant

Term of
Office and
Length of
Time Served

Principal
Occupation(s)
During the
Past 5 Years(1)

Number of
Portfolios in
MetLife Funds
Complex(2)
Overseen
by Director
or Nominee

Other
Directorships
Held by Director
During the
Past 5 Years

Linda B. Strumpf

(64)

Director and NomineeIndefinite; From 2000 to presentFormerly, Chief Investment Officer, Helmsley Charitable Trust; formerly, Vice President and Chief Investment Officer, Ford Foundation (1982-2009).88***Trustee, The Pennsylvania State University.

Dawn M. Vroegop

(45)

Director and NomineeIndefinite; From 2009 to presentRetired.88Since December 2000, Independent Trustee, MIST**; from 2003 to present, Director and Investment Committee Chair, City College of San Francisco Foundation.

Interested Director and Nominee

Elizabeth M. Forget*

(45)

President, Director and NomineeIndefinite; From 2006 to presentSince May 2007, Senior Vice President, MetLife; from July 2000 to April 2007, Vice President, MetLife; since December 2000, President, MetLife Advisers, LLC and a predecessor company.88Since December 2000, Director, MIST**; various MetLife-affiliated boards.

11

Name and Age

Position(s)
Held with
Registrant

Term of
Office and
Length of
Time Served

Principal
Occupation(s)
During the
Past 5 Years(1)

Number of
Portfolios in
MetLife Funds
Complex(2)
Overseen
by Director
or Nominee

Other
Directorships
Held by Director
During the
Past 5 Years

Independent Directors

Steve A. Garban

(74)

DirectorIndefinite; From 1985 to presentFormerly, Chief Financial Officer, Senior Vice President Finance and Operations and Treasurer Emeritus, The Pennsylvania State University.34Chairman of the Board of Trustees, The Pennsylvania State University.

John T.

Ludes

(75)

DirectorIndefinite; From 2003 to presentPresident, LFP Properties (consulting firm); formerly, Vice Chairman, President and Chief Operating Officer, Fortune Brands/American Brands (global conglomerate); formerly, President and CEO, Acushnet Company (athletic equipment company).34None

Michael S. Scott Morton

(74)

DirectorIndefinite; From 1993 to presentJay W. Forrester Professor of Management (Emeritus) at Sloan School of Management, Massachusetts Institute of Technology.34None

12

Name and Age

Position(s)
Held with
Registrant

Term of
Office and
Length of
Time Served

Principal
Occupation(s)
During the
Past 5 Years(1)

Number of
Portfolios in
MetLife Funds
Complex(2)
Overseen
by Director
or Nominee

Other
Directorships
Held by Director
During the
Past 5 Years

Interested Director

Arthur G. Typermass*

(74)

DirectorIndefinite; From 1998 to presentFormerly, Senior Vice President and Treasurer, MetLife.34

None

Executive Officers

Name and Age

Position(s) Held
with Registrant

Length of
Time Served

Principal Occupation(s) During
the Past 5 Years(1)

Jeffrey L. Bernier

(40)

Senior Vice PresidentFrom February 2008 to presentSince December 2007, Vice President, Metropolitan Life Insurance Company; since 2008, Senior Vice President of MetLife Advisers, LLC and a predecessor company; from July 2004 to December 2007, Director and Senior Investment Analyst of Investment Management Services for John Hancock Financial Services.

Peter H. Duffy

(55)

Vice President and TreasurerFrom 2000 to presentSenior Vice President, MetLife Advisers; Second Vice President, New England Life Insurance Company (“NELICO”); Vice President, MetLife; Vice President, MetLife Group, Inc.

Jeffrey P. Halperin

(43)

Chief Compliance OfficerFrom November 2005 to presentSince March 2006, Vice President, MetLife; since August 2006, Chief Compliance Officer, MIST; since February 2008, Chief Compliance Officer, Metropolitan Series Fund, Inc.; since August 2006, Chief Compliance Officer, MetLife Advisers, LLC and a predecessor company.

13

Name and Age

Position(s) Held
with Registrant

Length of
Time Served

Principal Occupation(s) During
the Past 5 Years(1)

Alan C. Leland

(59)

Senior Vice PresidentFrom 2005 to presentTreasurer and Chief Financial Officer, MetLife Advisers, LLC; Vice President, MetLife Group, Inc; Vice President, MetLife; Senior Vice President, NELICO.

Andrew L. Gangolf

(57)

SecretaryFrom 2011 to presentSince March 2011, Senior Vice President, MetLife Advisers, LLC; from 1996 until 2011, Senior Vice President & Assistant General Counsel, AllianceBerstein Investments, Inc.

*Ms. Forget is an “interested person” of the Fund because of her positions with the Manager and certain of its affiliates and her ownership of securities issued by MetLife, the ultimate parent company of the Manager. Mr. Typermass is an “interested person” of the Fund because he owns securities issued by MetLife, the ultimate parent company of the Manager.
**Indicates a directorship with a registered investment company or a company subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.
***Includes the 54 MIST portfolios that Mses. Hawthorne and Strumpf and Mr. Schappert are expected to oversee upon their appointment to the MIST Board on or about April 30, 2012.
(1)Previous positions during the past five years with the Fund, MetLife, the Manager, NELICO or New England Securities Corporation are omitted if not materially different. For certain Nominees or Directors, the information provided may be for periods longer than the last five years.
(2)The MetLife Funds Complex includes 34 portfolios, each a series of the Fund, and 54 portfolios, each a series of MIST.

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

Qualifications of Nominees and Current Directors

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

14

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

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

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

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

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

15

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

Board Leadership Structure and Risk Oversight

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

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

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

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

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

shareholders (see Proposal II).

 

163

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

The Board has established two Contract Review Committees of the Board, each of which has responsibilities relating to designated Portfolios of the Fund. One Contract Review Committee is comprised of Messrs. Garban, Ludes and Schappert and Ms. Strumpf. Mr. Ludes currently serves as Chair of that Contract Review Committee. The other Contract Review Committee is comprised of Dr. Scott Morton, Mr. Typermass and Mses. Hawthorne and Vroegop. Ms. Hawthorne currently serves as Chair of that Contract Review Committee. Each Contract Review Committee from time to time reviews and makes recommendations to the Board as to contracts that require approval ofincluding a majority of the Independent Directors, which are assigned to such Contract Review Committee by the Board, and any other contracts that may be referred to it by the Board. The Board generally considers each Portfolio’s advisory and principal underwriting agreements at least annually.

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

The Board has established a Nominating Committee of the Board, which consists of Messrs. Garban, Ludes and Schappert, Dr. Scott Morton and Mses. Hawthorne, Strumpf and Vroegop, all of whom are Independent Directors. Dr. Scott Morton currently serves as Chair of the Nominating Committee. The Nominating Committee evaluates the qualifications of the Fund’s candidates for Independent Director positions and makes recommendations to the Independent DirectorsNew Advisory Agreement with respect to nominationseach Portfolio and recommended its approval by the shareholders of such Portfolio.

Each Current Subadvisory Agreement provides for Independent Director membership on the Fund’s Board. The Nominating Committee considers Independent Director candidates in connection with Board vacancies and newly created Board positions. The Nominating Committee requires that Independent Director candidates have a college degree or equivalent business experience.

The Nominating Committee may take into account a wide variety of factors in considering Independent Director candidates, including (but not limited to): (i) availability and commitment of a candidate to attend meetings and perform his or her responsibilities on the Fund’s Board, (ii) relevant industry and related experience, (iii) educational background, (iv) ability, judgment and expertise and (v) overall diversityits automatic termination upon termination of the Board’s composition. The Nominating Committee takesapplicable Current Advisory Agreement, and accordingly, will automatically terminate along with the overall diversitycorresponding Current Advisory Agreement upon the change in control of the Board into account when considering and evaluating Independent Director candidates. While the Nominating Committee has not adopted a specific policy on diversity or a particular definition of diversity, when considering candidates,

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

The Nominating Committee will consider candidates for Independent Directors recommended by owners (“Contract Owners”) of a variable life insurance policy or variable annuity contract (a “Contract”) issued by separate accounts of Metropolitan Life Insurance Company (“Metropolitan Life”) or other affiliated insurance companies (each an “Insurance Company” and, collectively, the “Insurance Companies”), and evaluate such candidates in the same manner as it considers and evaluates candidates recommended by other sources. The Board has adopted procedures that a Contract Owner must follow to submit properly a recommendation to the Nominating Committee. Recommendations must be in a writing submitted to the Fund’s Secretary, c/o MetLife Advisers, LLC, 501 Boylston Street, Boston, MA 02116, and must include: (i) a statement in writing setting forth (A) the name, age, date of birth, business address, residence address and nationality of the person recommended by the Contract Owner (the “candidate”); (B) the number of units that relate to shares of each Portfolio (and class) of the Fund attributable to any annuity or life insurance contract of the candidate, as reported to such Contract Owner by the candidate; (C) any other information regarding the candidate called for with respect to director nominees by paragraphs (a), (d), (e) and (f) of Item 401 of Regulation S-K or paragraph (b) of Item 22 of Rule 14a-101 (Schedule 14A) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (D) any other information regarding the candidate that would be required to be disclosed if the candidate were a nominee in a proxy statement or other filing required to be madeManager in connection with the election of Independent Directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder; and (E) information regarding the candidate that will be sufficient for the Fund to make a determination as to whether the candidate is or will be an “interested person” of the Fund (as defined in the 1940 Act); (ii) the written and signed consent of the candidate to be named as a nominee and to serve as an Independent Director if elected; (iii) the name of the recommending Contract Owner as it appears on the books of the relevant Insurance Company separate account; (iv) the number of units that relate to shares of each Portfolio (and class) of the Fund attributable to any annuity or life insurance contract of such recommending Contract Owner; and (v) a description of all arrangements or understandings between the recommending Contract Owner and the candidate and any other person or persons (including their names) pursuant to which the recommendation is being made by the recommending Contract Owner. In addition, the Nominating Committee may require the candidate to furnish such other information as it may reasonably require or deem necessary to determine the eligibility of such candidate to serve on the Board or to satisfy applicable law. The Nominating Committee accepts recommendations on a continuous basis.

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

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

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

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

Other Board Considerations

The Board considered the nomination and election of persons to serve as Board members as part of an overall plan to coordinate and enhance the efficiency of the governance of the Fund with other mutual funds in the MetLife Funds Complex. In its deliberations, the Board examined various matters related to the management and long-term welfare of each Portfolio and the Fund overall, including the following:

The potential for more effective oversight that may result from generally having substantially similar boards responsible for the oversight of all of the mutual funds in the MetLife Funds Complex.

The opportunity to fill vacancies in the Board that are expected to result from the retirement of Directors in upcoming months with capable, experienced New Nominees who are familiar with the operations of the MetLife Funds Complex and the mutual fund industry generally.

The expected independent status of the New Nominees. If elected, all New Nominees are expected to qualify as Independent Directors of the Fund.

The diversity and experience of the Nominees that would comprise the expanded board. The Board noted that the Nominees have distinguished careers in law, finance and accounting and would bring a wide range of expertise to the Board. In addition, all Nominees have experience as board members overseeing the Fund and/or other portfolios in the MetLife Funds Complex.

Portfolio manager, chief compliance officer and other management resources committed to Board meetings. Many officers for the Portfolios also act as officers for the MIST Portfolios. A substantially similar board would eliminate the need for the officers and key personnel of the Manager to prepare for and attend duplicative meetings, allowing such personnel more time to focus on overseeing the Fund’s operations.

Directors Fees

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

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

The Fund provides no pension or retirement benefits to Directors.

The following table sets forth information regarding compensation received by the Directors of the Fund who are not currently employees of MetLife or its affiliates for the year ended December 31, 2010.

Name of Director

  Aggregate Compensation
From Fund(1)		   Total Compensation
From Fund and Fund
Complex Paid to  Directors		 

Independent Directors

    

Steve A. Garban

  $181,000    $181,000  

Nancy Hawthorne

  $177,250    $177,250  

John T. Ludes

  $177,250    $177,250  

Keith M. Schappert

  $173,500    $173,500  

Michael S. Scott Morton

  $177,250    $177,250  

Linda B. Strumpf

  $177,250    $177,250  

Dawn M. Vroegop

  $173,500    $378,500  

Interested Director

    

Arthur G. Typermass

  $161,500    $161,500  

(1)

The Fund has adopted a Deferred Fee Agreement (the “Agreement”). The Agreement enables participating Independent Directors to align their interests with those of the Portfolios and the Portfolios’ shareholders without having to purchase one of the variable life insurance policies or variable annuity contracts through which the Portfolios of the Fund are offered. The Agreement provides each Independent Director with the option to defer payment of all or part of the fees payable for such Director’s services and thereby to share in the experience along-side Fund shareholders as any compensation deferred by a participating Independent Director will increase or decrease depending on the investment performance of the Portfolios on which such Director’s deferral account is based. Deferred amounts remain in the Fund until distributed in accordance with the provisions of the Agreement. The value of a participating Director’s deferral account is based on theoretical investments of deferred amounts, on the normal payment dates, in certain portfolios of the Fund or MIST as designated by the participating Director. Pursuant to the Agreement, payments due under the

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Agreement are unsecured obligations of the Fund. Certain Directors have elected to defer all or part of their total compensation for the year ended December 31, 2010. As of December 31, 2010, Messrs. Garban, Scott Morton and Typermass and Ms. Hawthorne had accrued $59,730, $32,000, $64,600 and $17,725, respectively, in the Fund, under the Agreement. Ms. Vroegop had accrued $58,350 in the MetLife Funds Complex as a whole, including $17,350 in the Fund. The deferral amounts are included above, as applicable.

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 and the MetLife Funds Complex.

Name of Director

Name of Portfolio

Dollar Range of Equity
Securities in
the Portfolio		Dollar Range of
Equity Securities
in the MetLife Funds
Complex

Nominees

Stephen M. Alderman

MetLife Moderate Strategy PortfolioOver $100,000(2)Over $100,000
PIMCO Inflation Protected Bond Portfolio$10,001 -  $50,000(2)

Robert Boulware

American Funds Bond PortfolioOver $100,000(1)Over $100,000

Daniel A. Doyle

Clarion Global Real Estate Portfolio$10,001 -  $50,000(2)Over $100,000
PIMCO Total Return Portfolio$10,001 -  $50,000(2)
Third Avenue Small Cap Value Portfolio$10,001 -  $50,000(2)
American Funds Growth PortfolioOver $100,000(2)

Susan C. Gause

PIMCO Total Return PortfolioOver $100,000(1)Over $100,000
Harris Oakmark International Portfolio$10,001 -  $50,000(2)
PIMCO Inflation Protected Bond Portfolio$1 -  $10,000(2)
T. Rowe Price Mid Cap Growth Portfolio$1 -  $10,000(2)
Van Eck Global Natural Resources Portfolio$1 -  $10,000(2)

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Name of Director

Name of Portfolio

Dollar Range of Equity
Securities in
the Portfolio		Dollar Range of
Equity Securities
in the MetLife Funds
Complex

Nancy Hawthorne

T.Rowe Price Large Cap Growth Portfolio$10,001 -  $50,000(1)$50,001 -$100,000
T.Rowe Price Small Cap Growth Portfolio$10,001 -  $50,000(1)

Linda B. Strumpf

BlackRock Strategic Value Portfolio$10,001 -  $50,000(1)Over $100,000
Davis Venture Value Portfolio$10,001 -  $50,000(1)
Jennison Growth Portfolio$10,001 -  $50,000(1)
T.Rowe Price Small Cap Growth Portfolio$10,001 -  $50,000(1)
Van Eck Global Natural Resources Portfolio$10,001 -  $50,000(1)

Dawn M. Vroegop

Loomis Sayles Global Markets Portfolio$10,001 -  $50,000(1)Over $100,000
Met/Franklin Templeton Founding Strategy Portfolio$10,001 -  $50,000(1)
PIMCO Total Return Portfolio$10,001 -  $50,000(1)
Davis Venture Value Portfolio$1 -  $10,000(1)
Met/Dimensional International Small Company Portfolio$1 -  $10,000(1)
MFS Total Return Portfolio$10,001 -  $50,000(1)
Van Eck Global Natural Resources Portfolio$1 -  $10,000(1)

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Name of Director

Name of Portfolio

Dollar Range of Equity
Securities in
the Portfolio		Dollar Range of
Equity Securities
in the MetLife Funds
Complex

Independent Directors

Steve A. Garban

Artio International Stock Portfolio$10,001 -  $50,000(1)Over $100,000
Davis Venture Value Portfolio$10,001 -  $50,000(1)
Met/Artisan Mid Cap Value Portfolio$50,001 -  $100,000(1)
T.Rowe Price Large Cap Growth Portfolio$10,001 -  $50,000(1)

Michael S. Scott Morton

Artio International Stock Portfolio$10,001 -  $50,000(1)$50,001 - $100,000
Davis Venture Value Portfolio$10,001 -  $50,000(1)
Loomis Sayles Small Cap Portfolio$10,001 -  $50,000(1)
Neuberger Berman Mid Cap Value Portfolio$10,001 -  $50,000(1)

Interested Directors

Elizabeth M. Forget

MetLife Growth Strategy Portfolio$10,001 -  $50,000(2)$10,001 - $50,000

Arthur G. Typermass

BlackRock Money Market Portfolio$50,001 -  $100,000(1)Over $100,000
Jennison Growth Portfolio$10,001 -  $50,000(1)
Neuberger Berman Mid Cap Value Portfolio$50,001 -  $100,000(1)
T.Rowe Price Large Cap Growth Portfolio$10,001 -  $50,000(1)
BlackRock Aggressive Growth Portfolio$50,001 -  $100,000(2)
Artio International Stock Portfolio$10,001 -  $50,000(2)
MetLife Stock Index PortfolioOver $100,000(2)

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(1)Represents ownership, as of September 30, 2011, in each Portfolio held through the Fund’s Deferred Compensation Plan discussed above.
(2)Represents ownership, as of November 30, 2011, of insurance products that utilize the Fund as an investment vehicle. Shares of the Fund may not be held directly by individuals.

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-8Separation. However, 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 thatManager-of-Managers Order, 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 MISTMLIA Subadvised 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 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(MetLife Aggregate Bond Index Portfolio, Loomis Sayles Small Cap GrowthMetLife Multi-Index Targeted Risk Portfolio, MetLife Stock Index Portfolio, MetLife Mid Cap Stock Index Portfolio, MetLife StockRussell 2000® Index Portfolio MFS Value Portfolio, Morgan Stanleyand MSCI 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 termseach of the Group A Portfolios’ Existing Advisory Agreements and (ii) align the terms of the Group A Portfolios’ Existing Advisory Agreements with those of the advisory agreements of the remaining twenty-three Portfolios of the Fund (the “Group B Portfolios”).

The Group A Portfolios’ Existing Advisory Agreements were established before the Manager began to employ a manager-of-managers structure, on behalf of the Portfolios, to retain leaders in the investment advisory field to provide investment advice to the Portfolios. As a result, the Group A Portfolios’ Existing Advisory Agreements do not expressly address certain issues relevant to the manager-of-managers structure that the Group B Portfolios’ Existing Advisory Agreements do address. For example, the Group B Portfolios’ Existing Advisory Agreements explicitly require the Manager to perform certain duties that are integral to the manager-of-managers structure, such as supervising and overseeing the services provided to a Portfoliowhich is subadvised 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 profitabilityMLIA, an affiliate of the Manager because the Manager will no longer provide certain administrative services(see Proposal II), do not need to the Portfolios and incur related expenses. The Manager estimates that it may experience annual savings of approximately $300,000 if Proposal II is approved and a third-party administrator is retained.

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

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 ConsiderationsNew Subadvisory Agreements.

At the November Meeting, the Directors, including allBoard approved New Subadvisory Agreements with each Portfolio’s current subadviser(s). If the New Advisory Agreement is approved by the shareholders of a Portfolio (other than the MLIA Subadvised Portfolios, which are the subject of Proposal II below), a New Subadvisory Agreement with the Portfolio’s current subadviser will take effect at the same time as the New Advisory Agreement with respect to the Portfolio, or at the same time as the Interim Subadvisory Agreement (as defined below) with respect to the Portfolio in the event that the New Advisory Agreement has not been approved by the shareholders of the Independent Directors, determinedPortfolio prior to the consummation of the Separation. As with the New Advisory Agreement, the terms of the New Subadvisory Agreement for each Portfolio will be substantially identical to the terms of the Current Subadvisory Agreement for the Portfolio, including with respect to the fee rates.

In the event that shareholder approval of the New Advisory Agreements has not been obtained before the termination of the Current Advisory Agreements, which is currently expected to occur during the first half of 2017, the Board has approved interim advisory agreements (each an “Interim Advisory Agreement” and collectively, the “Interim Advisory Agreements) with the Manager for the Portfolios that will go into effect upon the termination of the Current Advisory Agreements. The Interim Advisory Agreements have the same terms and conditions as the corresponding New Advisory Agreements, except for the dates, the names of the Manager, the Trusts and each Portfolio, and certain provisions required by Rule 15a-4 under the 1940 Act.

Rule 15a-4 allows an investment company to enter into an advisory agreement that has not been approved by a majority of the Portfolio’s outstanding voting securities under certain circumstances, including when previous advisory agreements terminate by assignment because of a change of control of an investment adviser. In accordance with the requirements of Rule 15a-4, the Interim Advisory Agreements:

Have a duration no greater than 150 days following the date on which the Current Advisory Agreement terminates;

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Provide for compensation to the Manager no greater than the compensation under the Current Advisory Agreement;

Provide that the Board or a majority of the Portfolio’s outstanding voting securities may terminate the agreement at any time, without the payment of penalty, on not more than 10 calendar days’ written notice to the Manager; and

Contain the same terms and conditions as the Current Advisory Agreements, with the exception of effective and termination dates; the termination provision noted above; provisions requiring that the compensation earned under the agreement be held in an interest-bearing escrow account with the Trust’s custodian or a bank; and provisions relating to how the Manager may be paid out of that interest-bearing escrow account.

Shareholders of the Portfolios are not being asked to approve the AmendedInterim Advisory Agreements, which will go into effect only in the event that a Portfolio’s shareholders have not approved the Portfolio’s New Advisory Agreement before the change of control of the Manager and the resulting termination of the Current Advisory Agreements in connection with the Separation.

Comparison of Current Advisory Agreement and New Advisory Agreement

The terms of the New Advisory Agreement for each Portfolio are identical to those of the Current Advisory Agreement for such Portfolio, except for the date of effectiveness, the initial term, the name of the Manager (MetLife Advisers, LLC is changing its name to Brighthouse Investment Advisers, LLC) and the names of the Trusts (MIST and MSF will change their names to Brighthouse Funds Trust I and Brighthouse Funds Trust II, respectively). There is no change in the advisory fee rate payable by any Portfolio. In addition, no contractual expense limitation or reimbursement currently in effect for a Portfolio will be affected by the replacement of the Current Advisory Agreement with the New Advisory Agreement. If approved by shareholders and assuming the Separation is completed, each New Advisory Agreement is expected to be effective as of the effective date of the Separation and will have an initial term of one year from the date of its effectiveness. Each New Advisory Agreement will continue in effect from year to year thereafter if its continuance is approved, on behalf of each Portfolio, at least annually in the manner required by the 1940 Act and to callthe rules thereunder. Below is a meeting of shareholderssummary of the Portfolios so shareholdersprincipal terms of each Portfolio’s Current Advisory Agreement, which are identical to those of the Portfolios could consider approving the AmendedNew Advisory Agreement on behalf of their respectivefor each Portfolio. Prior to making these conclusions, the Board of Directors considered a wide range of informationThe form of the type they regularly consider when determining whether to continue the Portfolios’ advisory agreements. In doing so, the Directors did not identify any single factor as determinative but took into account a number of factors.

The Directors considered the nature, extent and quality of the services expected to be provided toNew Advisory Agreement for the Portfolios by the Manager and the Administrator. In this regard, the Directors considered presentations by Fund officers and representatives of the Manager.is attached hereto as Appendix B.

Services.    The Directors notedCurrent Advisory Agreements provide 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 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 likely 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 would continue to be reasonable in light of the services provided.

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. 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 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(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 toshall manage the investment and reinvestment of each Portfolio’s assets of each Portfolio. The Manager has delegated for each Portfolio (other thanin accordance with the Asset Allocation PortfoliosPortfolio’s investment objectives 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 tradingpolicies.

Compensation.    In return for the Portfolio’s account, to subadvisersservices provided under subadvisory agreements. The Portfolios do not pay any fees directly to any of the subadvisers.

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

In respect of each Portfolio, advisory services are provided subject to the supervision and control of the Fund’s Directors. Each Existing Advisory Agreement provides that the Manager shall pay the expenses of the Fund relating to maintaining the staff and personnel, and providing the equipment, office space and facilities, necessary to perform its obligations under the Existing Advisory Agreement. The Fund assumes and shall pay (or cause to be paid) all other Fund expenses.

Appendix B to this Proxy Statement sets forth thean advisory fee based on average daily net assets, which is payable bymonthly. The advisory fee rates for each Portfolio under the Existing Current

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Advisory AgreementsAgreement and the advisory fees paid forby each Portfolio to the Manager during each Portfolio’s most recent 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 describedare set forth inAppendix BC to this Proxy Statement.

ForLimitation on Liability.    Under the Group B Portfolios, each ExistingCurrent Advisory Agreement provides thatfor each Portfolio, except in the absencecase of willful misfeasance, bad faith, or gross negligence on the part of the Manager, or reckless disregard of its obligations and duties thereunder,under the agreement, the Manager shallwill not be subject to any liabilityliable to the Fund,Trust, to any shareholder of the FundTrust 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

Continuance.    The Current Advisory Agreement provides that,for each Portfolio originally was in the performance of advisory services under the Existing Advisory Agreement, the Manager shall not be liableeffect for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with any investment policy or the purchase, sale or redemption of any securities on the recommendation of the Manager, except that nothing in the Agreement shall be construed to protect the Manager against any liability to the Fund or its shareholders to which the Manager would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence in the performance of the Manager’s duties on behalf of the Fund, reckless disregard of the Manager’s obligationsan initial term 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 intendedeligible 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 onlycontinued thereafter for successive one-year periods if it issuch continuance was specifically approved at least annually thereafter (i)in the manner required by the 1940 Act. As described above, if the shareholders of each Portfolio approve the New Advisory Agreement and the Separation is consummated, the New Advisory Agreement with respect to each Portfolio will be effective as of the effective date of the Separation and will have an initial term of one year from the closing date of the Separation. Thereafter, the New Advisory Agreement for each Portfolio may be continued for successive one-year periods if approved at least annually in the manner required by the 1940 Act.

Termination.    The Current Advisory Agreement for each Portfolio may at any time be terminated 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 ofon sixty (60) days’ written notice to 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 DirectorsManager, or by the shareholders of the applicable Portfolio, upon sixtyManager on ninety (90) days’ written notice or byto the applicable Portfolio’s investment adviser, upon at least sixty days’ written notice (forTrust, in each case without the Group A Portfolios) or on ninety days’ written notice (for the Group B Portfolios), andpayment of any penalty. The Current Advisory Agreement for each Portfolio also terminates automatically in the event of its assignment.

Board Considerations

As described above, the Separation is expected to result in a change in control of the Manager, and therefore an “assignment” of the Portfolios’ Current Advisory Agreements. At the November Meeting, the Board, including a majority of the Independent Trustees, approved the New Advisory Agreements and recommended that the shareholders of the Trusts approve the New Advisory Agreements. The Board took those actions after consideration of and deliberation over information concerning the Separation, including with respect to the degree to which the Separation would affect the provision of investment advisory services to the Trusts. Information about the Board’s considerations and process is set forth below.

In determining to approve the New Advisory Agreements and in considering the Separation, the Board considered the nature, quality and extent of the services that are currently provided by the Manager under the Current Advisory Agreements as definedwell as the services to be provided under the New Advisory Agreements. The Board’s review was conducted as part of, and in conjunction with, the 1940 Act.Board’s annual review of the Current Advisory Agreements, which culminated at the November Meeting. In approving the New Advisory Agreements, the Board considered its conclusions with respect to its approvals of the Current Advisory Agreements, including the Board’s general

The Artio International Stock Portfolio’s

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satisfaction with the nature, extent and quality of services being provided by the Manager to each Portfolio. Appendix H contains a further description of the process followed, information reviewed 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.

Appendix C to this Proxy Statement sets forth the date of each Existing Advisory Agreement, the date it was last approvedmaterial factors considered by the Board in approving the datecontinuation of the Current Advisory Agreements.

A substantial portion of the Board’s review of the New Advisory Agreements focused on which it was last submitted to a votethe Separation, including the potential effect of shareholdersthe implementation of the Separation on the operations, personnel, organizational structure, capitalization, and financial and other resources of the Manager. After being informed by the Manager in January 2016 of the possibility of the Seperation, the Board and its Committees discussed the Separation and its possible effects on the Trusts with personnel of the Manager and the purposeanticipated senior management at Brighthouse during the course of the Board or Committee’s regularly scheduled, in-person, quarterly meetings.

Between August and November 2016, the Board and the Independent Trustees engaged in an extensive review and analysis of the Separation and how the Separation related to the Manager and the Trusts and how it could affect the services provided to the Trusts. This analysis focused on, among other matters, the assurances from Brighthouse’s anticipated leadership as to its expectations for the continuity and stability of the Manager’s personnel throughout implementation of the Separation and for the foreseeable future thereafter. The Board considered that the Separation is being implemented as a result of MetLife’s determination to divest itself of a substantial portion of its U.S. retail business (of which the Manager forms a portion). The Board also considered that it has been satisfied as a general matter with the nature and quality of the services that Manager provides to the Portfolios, including investment advisory, administrative, legal, compliance, and support services, and that it would be in the Portfolios’ best interests to maintain continuity and stability in the services that are currently being provided. The Board carefully considered the anticipated future plans of Brighthouse, related to capitalization and operational matters for Brighthouse and the Manager, as well as the importance of the Manager to the businesses of Brighthouse after the Separation.

Among other steps in its review process, which accelerated on October 5, 2016 when Brighthouse filed its Form 10 with the SEC, the following actions were taken and considered by or on behalf of the Board:

1.        The Independent Trustees of the Board solicited and received ongoing advice regarding the legal duties of the Independent Trustees from Stradley Ronon Stevens & Young LLP (“Stradley Ronon”), legal counsel for the Independent Trustees, which law firm has extensive experience regarding such submission.matters.

2.        Following the August 16-17, 2016, Board and Committee quarterly meetings, the Independent Trustees established an ad hoc group of Independent Trustees (the “Working Group”) to help oversee, coordinate, and conduct due diligence activities with respect to the Separation. The Working Group regularly reported on the due diligence activities to the other Independent Trustees.

 

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Description3.        Since January 2016, the Board posed ongoing inquiries to, and received regular updates from, the Manager and anticipated senior management at Brighthouse at either in-person meetings dedicated to the status of the Amended Advisory Agreement and Certain Differences FromSeparation or during the Existing Advisory Agreements

The following descriptioncourse of the AmendedBoard or Committee’s regular quarterly meetings. The Board considered, among other matters, relevant legal guidance and the processes followed by certain other investment company boards of directors or trustees when they approved contracts in connection with change in control events, while recognizing the unique circumstances of the Separation.

4.        The Board received and reviewed the Form 10 of Brighthouse that contained extensive information relating to, among other matters, Brighthouse’s anticipated business plans and financial structure. The Board also received and reviewed reports from rating agencies with respect to Brighthouse.

5.        Stradley Ronon retained Barrington Partners (“Barrington”), an independent consulting firm with a specific focus on the asset management industry and experience relating to business operations such as those to be conducted by Brighthouse, including its subsidiary the Manager, in order to help Stradley Ronon evaluate the Separation based on the Form 10 and other materials and related information provided by the Manager and its affiliates. Barrington conducted a series of in-person and telephonic meetings with anticipated senior management at Brighthouse (i.e., the aforementioned anticipated officers of Brighthouse and others) and with personnel of the Manager who provide services to the Trusts. Stradley Ronon, with the assistance of Barrington, evaluated the information and advised the Independent Trustees with respect to, among other matters, details of Brighthouse’s anticipated business plan to understand the implications of the Separation to the Manager and its personnel. The Independent Trustees and the Working Group attended certain in-person and telephonic conference call meetings at which Barrington rendered advice to Stradley Ronon regarding these matters and responded to questions.

6.        The Independent Trustees requested and participated in in-person meetings with anticipated senior management personnel at Brighthouse, including its President and Chief Executive Officer, Chief Financial Officer, General Counsel and Corporate Secretary, Chief Operating Officer, and Chief Investment Officer. The Independent Trustees also met with personnel of the Manager.

7.        The Independent Trustees, with the assistance of Stradley Ronon, prepared written inquiries to the Manager and its affiliates regarding the Separation, and received written assurances from the Manager and its affiliates that they have no plans to make any material changes affecting the personnel of the Manager (including those personnel who provide investment, administrative, legal and compliance services) and the Manager and its affiliates will not initiate such changes without prior notice to and discussion with the Board.

8.        The Board considered representations by the Manager and its affiliates that approval of the New Advisory AgreementAgreements would be necessary for the Portfolios to continue receiving investment advisory services from the Manager following the change in control.

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9.        The Board considered representations by the Manager, as well as related supporting documentation, indicating that the New Advisory Agreements, including the fees payable thereunder, are the same as the terms of the corresponding Current Advisory Agreements.

10.      The Board considered representations by the Manager and its affiliates, as well as related supporting documentation, indicating that: (1) the Manager can be expected to provide services of the same nature, extent, and quality under the New Advisory Agreements and as are provided thereby under the Current Advisory Agreements; and (2) the Separation is qualifiednot expected to result in any changes to (i) the management of the Portfolios, or (ii) the investment objective of or the principal investment strategies used to manage any of the Portfolios.

11.      The Board considered the ability of the Manager and its affiliates to retain the employment of key personnel, as well as the overall positive indications by many such personnel regarding the opportunities presented by the Separation.

12.      The Board considered that the Manager and its affiliates have agreed to bear all expenses associated with obtaining shareholder approval of the New Advisory Agreements.

13.      The Board considered Brighthouse’s preliminary “branding” plans regarding the future name of its operations.

14.      The Board considered the advice provided by Ropes & Gray, LLP, legal counsel to the Trusts and the Manager, with respect to the New Advisory Agreements (including advice relating to the process and timing of seeking shareholder approval of the New Advisory Agreements, and whether shareholder approvals would be required in connection with any future aspects of the Separation) and regarding the Board’s role and responsibilities with respect to the Separation.

15.      The Board considered MetLife’s stated intention of divesting its ownership interest in the Manager through the Separation, including the potential advantages and disadvantages of this divestiture to shareholders of the Portfolios. The Board considered the likelihood that the Manager would retain its key personnel after the Separation. The Board considered that the garnering of new assets into the Trusts is based on sales of variable annuity and variable life insurance products, which sales have declined in prior years as a result of, among other things, the capital requirements of MetLife. The Board considered the representations of the anticipated senior management of Brighthouse that the Separation provides the Trusts with an opportunity for the garnering of new assets as Brighthouse will likely sell such products going forward. The Board considered also that the divestiture would result in a change in the manner in which the Trusts access certain services and resources of MetLife (after the Separation those services will be provided through a transition services agreement), the loss of affiliation with the MetLife name brand, and the possible going forward need of the Trusts to hire a transfer agent, as such transfer agency services are currently provided to the Trusts for no fee.

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16.      The Board considered that, if shareholders approve the New Advisory Agreements, the Board and the Manager will conduct its annual contracts review process in November 2017. Thus, the Board emphasized that it would be able to, and intends to, monitor on a regular basis the ability of the Manager and its affiliates to comply with their undertakings to the Board and to monitor on an ongoing basis the quality of services to, and expenses of, the Portfolios. In addition, the Board considered that, under the New Advisory Agreements, it will continue to have the authority, should the need arise in its entirety by referenceview, to and made subject to, the complete text ofAppendix D-1 to this Proxy Statement.

The proposed formterminate any of the AmendedNew Advisory Agreement for each Portfolio appears inAppendix D-1 to this Proxy Statement. Attached asAppendix D-2 isAgreements without penalty upon 60 days’ notice.

Based on the foregoing and other relevant considerations, at the November Meeting, the Board, including a formmajority of the ExistingIndependent Trustees, voted to approve the New Advisory Agreement for each Group B Portfolio markedAgreements and to showrecommend approval of the proposed amendments that would be made if the AmendedNew Advisory Agreement is approvedAgreements by shareholders of the Portfolio. Attached asAppendix D-3 is a form ofPortfolios. In this connection, the Existing Advisory Agreement for the Group A Portfolios. The next several paragraphs briefly summarize some important provisions of the Amended Advisory Agreement, but for a complete understanding you should readAppendix D-1, Appendix D-2(if you are a shareholder of a Group B Portfolio) andAppendix D-3 (if you are a shareholder of a Group A Portfolio).

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

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

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

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

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

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

Like the Existing Advisory Agreements of the Group B Portfolios, the Amended Advisory Agreement providesBoard concluded that, in the absencelight 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 or its shareholders underall factors considered, 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 AmendedNew Advisory Agreement, providesincluding fee rates, were fair and reasonable, and 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 mustwould 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 eventbest interests of its “assignment” as defined in the 1940 Act.

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

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

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

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

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

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

Information Regarding the Administrative Services Agreement

The Administrative Services Agreement, including any fees paid by each Portfolio to a third-party administrator and any amendments to such Agreement, would not be subject to shareholder approval. Although amendments can be made toapprove 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.New Advisory Agreements.

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.Portfolios. 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. ForgetKristi Slavin is the President and Chief Executive Officer of the Fund,Manager and herthe Trusts and is also the Chairman of the Manager’s Board of Managers. Peter H. Duffy, Andrew L. Gangolf, Steven Hartstein, and Alan C. Leland, Jr. are the Manager’s officers. Mr. Duffy is the Chief Financial Officer and Treasurer of the Trusts, and his principal occupation is Senior Vice President of MetLife.the Manager. Mr. Cellupica does not have a position withGangolf is the Fund,Secretary of the Trusts, and his principal occupation is Senior Vice President and Chief CounselLegal Officer of MetLife.the Manager. Mr. Hartstein is the Chief Compliance Officer of the Trusts and the Manager, and is also the Senior Vice President and Code of Ethics Officer of the Manager. Mr. Leland is a Seniorthe Vice President of the Fund and Vice President of MetLife,Trusts, and his principal occupation is Treasurer and Chief Financial Officer of the Manager.

The address of Ms. ForgetSlavin 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,One Financial Center, Boston, Massachusetts 02116. The address of Met Investors Group is 5 Park Plaza, Irvine, CA 92614.02111. 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 the 1940 Act) during the fiscal year ended December 31, 2010.

Distributor

The Distributor, an affiliate of the Manager, located at 5 Park Plaza, Irvine, CA 92614, is the Fund’s distributor. The table below shows the amount paid by each Portfolio to 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.

Portfolio

  Total Fees Paid
to Distributor		 

Artio International Stock Portfolio

  $317,634  

Barclays Capital Aggregate Bond Index Portfolio

  $2,133,318  

BlackRock Aggressive Growth Portfolio

  $345,589  

BlackRock Bond Income Portfolio

  $1,370,477  

BlackRock Diversified Portfolio

  $237,914  

BlackRock Large Cap Value Portfolio

  $526,780  

BlackRock Legacy Large Cap Growth Portfolio

  $362,903  

BlackRock Money Market Portfolio

  $2,700,248  

Davis Venture Value Portfolio

  $2,649,042  

FI Value Leaders Portfolio

  $314,739  

Jennison Growth Portfolio

  $933,464  

Loomis Sayles Small Cap Core Portfolio

  $353,686  

Loomis Sayles Small Cap Growth Portfolio

  $154,949  

Met/Artisan Mid Cap Value Portfolio

  $1,061,591  

Met/Dimensional International Small Company Portfolio

  $72,865  

MetLife Conservative Allocation Portfolio

  $1,207,076  

MetLife Conservative/Moderate Allocation Portfolio

  $2,902,119  

MetLife Mid Cap Stock Index Portfolio

  $698,035  

MetLife Moderate Allocation Portfolio

  $8,746,725  

MetLife Moderate/Aggressive Allocation Portfolio

  $6,205,556  

MetLife Stock Index Portfolio

  $3,677,960  

MFS Total Return Portfolio

  $2,110,121  

MFS Value Portfolio

  $514,675  

Morgan Stanley EAFE Index Portfolio

  $891,638  

Neuberger Berman Genesis Portfolio

  $431,288  

Neuberger Berman Mid Cap Value Portfolio

  $842,669  

Oppenheimer Global Equity Portfolio

  $613,698  

Russell 2000 Index Portfolio

  $485,888  

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Portfolio

  Total Fees Paid
to Distributor		 

T. Rowe Price Large Cap Growth Portfolio

  $572,431  

T. Rowe Price Small Cap Growth Portfolio

  $549,430  

Van Eck Global Natural Resources Portfolio

  $139,152  

Western Asset Management Strategic Bond Opportunities Portfolio

  $687,209  

Western Asset Management U.S. Government Portfolio

  $1,134,673  

Zenith Equity Portfolio*

   N/A  

*There were no Class B, Class D, Class E, Class F or Class G shares of the Zenith Equity Portfolio outstanding during the year ended December 31, 2010.

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

Vote Required

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

The vote required to approve the Amended Advisory Agreement with respect to a Portfolio is the lesser of (i) 67% of the shares of athe Portfolio that are present at the Meeting, if the holders of

10

more than 50% of the shares of such Portfolio outstanding as of the Record Date are present or represented by proxy at the Meeting, or (ii) more than 50% of the shares of a Portfolio outstanding on the Record Date. If the required vote is not obtained for a Portfolio, the DirectorsTrustees will consider what other actions to take in the best interests of the Portfolio.

Recommendation of the Board

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

I.

PROPOSAL II – APPROVAL OF NEW SUBADVISORY AGREEMENTS WITH AFFILIATED SUBADVISER

38Introduction

PROPOSAL III: FUND REORGANIZING AS DELAWARE STATUTORY TRUSTAs described in Proposal I, the Separation is expected to result in a change in control of the Manager, and therefore an “assignment” of each Portfolio’s Current Advisory Agreement for purposes of the 1940 Act, resulting in the automatic termination of the Current Advisory Agreement. In addition, as described in Proposal I, each Current Subadvisory Agreement provides for its automatic termination upon termination of the applicable Current Advisory Agreement, and accordingly, will automatically terminate along with the corresponding Current Advisory Agreement upon the change in control of the Manager in connection with the Separation.

Introduction and Board ConsiderationsBecause the Manager-of-Managers Order does not permit the Manager to enter into new subadvisory agreements with MLIA, an affiliate of the Manager, without shareholder approval, the New Subadvisory Agreements on behalf of the MLIA Subadvised Portfolios cannot become effective without shareholder approval.

AtIn anticipation of the Meeting, it is proposed that theSeparation, shareholders of the FundMLIA Subadvised Portfolios (MetLife Aggregate Bond Index Portfolio, MetLife Multi-Index Targeted Risk Portfolio, MetLife Stock Index Portfolio, MetLife Mid Cap Stock Index Portfolio, Russell 2000® Index Portfolio and MSCI EAFE® Index Portfolio, each of which is subadvised by MLIA, are being asked to approve the reorganizationa New Subadvisory Agreement on behalf of the Fund as a Delaware statutory trust. The reorganization wouldPortfolio), to be effected pursuant to an Agreement and Plan of Reorganization (the “Reorganization Agreement”), which provides for (i)effective upon the transfer of allconsummation of the assetsSeparation. The form of New Subadvisory Agreement for the MLIA Subadvised Portfolios is attached hereto as Appendix D. The New Subadvisory Agreement for each MLIA Subadvised Portfolio will have an initial term of one year and will be substantially identical to the FundPortfolio’s Current Subadvisory Agreement, including with respect to a corresponding new series (the “New Portfolio”) of Metropolitan Series Fund, a newly formed Delaware statutory trust (the “New Trust”), in exchange for shares of such Newthe services MLIA is required to provide to the Portfolio and the assumptionfee rates paid to MLIA by suchthe Manager. The New Subadvisory Agreement for each MLIA Subadvised Portfolio of all of the liabilities, including any unstated liabilities, ofwill differ from the corresponding Portfolio; (ii) the distribution of such shares to the shareholders of each Portfolio in complete liquidation of each Portfolio; and (iii) the dissolution of the Fund under Maryland law (with respect to each Portfolio, a “Portfolio Reorganization” and, collectively, the “Reorganization”). The Reorganization is proposed to occur on or about April 30, 2012, although the date may be adjusted in accordance with the Reorganization Agreement.

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

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

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

39

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

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

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

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

Summary of ReorganizationCurrent Subadvisory Agreement

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

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

40

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 only 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 indates and the names of the Portfolio shareholders. All issuedManager (MetLife Advisers, LLC is changing its name to Brighthouse Investment Advisers, LLC) and outstanding shares of each Portfoliothe Trusts (MIST and MSF will be canceled onchange their names to Brighthouse Funds Trust I and Brighthouse Funds Trust II, respectively).

11

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

After such distribution,person at the Fund will take all necessary steps under applicable state law, its governing instrumentsNovember Meeting and any other applicable law to complete the dissolution of the Portfolios and the Fund, to the extent that the Fund has no outstanding shares following the closing of the Reorganization. The Board has determined, with respect to each Portfolio, that the interests of shareholders of a Portfolio will notconsidered whether it would be diluted as a result of the Reorganization and that participation in the Reorganization is in the best interests of each Portfolio.

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

In the event that approval of the New Portfolio. The Fund, as the sole shareholderSubadvisory Agreements by shareholders of the New Trust by virtueMLIA Subadvised Portfolios has not obtained before the termination of the Initial Shares held byCurrent Subadvisory Agreements, the Portfolios, will by written consent approve certain issues regarding the organizationBoard has approved interim subadvisory agreements with MLIA (the “Interim Subadvisory Agreements”) on behalf of the New Trust.MLIA Subadvised Portfolios that will go into effect upon the termination of the Current Subadvisory Agreements. The PortfoliosInterim Subadvisory Agreements have the same terms and the Fund will vote in favor of such matters regarding the organization ofconditions as the corresponding New PortfoliosSubadvisory Agreements, except for the dates, the names of the Manager and the New Trust, respectively, only ifTrusts and certain provisions required by Rule 15a-4 under the shareholders1940 Act, summarized below.

As noted in Proposal I above, Rule 15a-4 allows an investment company to enter into a subadvisory agreement that has not been approved by a majority of the Fund votePortfolio’s outstanding voting securities under certain circumstances, including when previous subadvisory agreements terminate by assignment because of a change of control of an investment adviser or subadviser. In accordance with the requirements of Rule 15a-4, the Interim Subadvisory Agreements:

Have a duration no greater than 150 days following the date on which the Current Subadvisory Agreement terminates;

Provide for compensation to approve the Reorganization Agreement. Thus shareholdersManager no greater than the compensation received under the Current Subadvisory Agreement;

Provide that the Board or a majority of the Fund, in approvingPortfolio’s outstanding voting securities may terminate the proposed Reorganization, will also, in effect be approvingagreement at any time, without the following matters:

Electionpayment of penalty, on not more than 10 calendar days’ written notice to the New Trust’s Trustees, who are expected to be the same individuals as those serving as the Directors of the Fund immediately before the Reorganization;

Manager; and

 

Contain the same terms and conditions as the Current Subadvisory Agreements, with the exception of effective and termination dates; the termination provision noted above; provisions requiring that the compensation earned under the agreement be held in an interest-bearing escrow account with the Trust’s custodian or a bank; and provisions relating to how the Manager may be paid out of that interest-bearing escrow account.

ApprovalShareholders of the advisory and subadvisory agreements for each New Series, which will be substantially identical to the agreements in place for the corresponding Portfolio immediately before the Reorganization;

Approval of distribution and services plans for each class of shares of each New Series, which will be substantially identical to the Distribution Plans in place for the corresponding Portfolio immediately before the Reorganization; and

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

41

ShareholdersMLIA Subadvised Portfolios are not being asked to vote separately on these issues.

The Reorganizationapprove the Interim Subadvisory Agreements, which will go into effect only in the event that a MLIA Subadvised Portfolio’s shareholders have not approved that Portfolio’s New Subadvisory Agreement may be terminatedbefore the change of control of the Manager and the Reorganization abandoned at any time prior to the consummationresulting termination of the Reorganization, before or after approval by the shareholders of the Fund, if circumstances should develop that, in the Board’s opinion, make proceeding with the Reorganization inadvisable with respect to the Fund. The Reorganization Agreement provides that the Fund or the New Trust may waive compliance with any of the covenants or conditions made therein for the benefit of the Portfolios or the New Portfolios, as applicable, other than the requirement that the Reorganization Agreement be approved by shareholders of the Fund.

Comparative Information on Shareholders’ Rights and Governance Issues

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

Form of Organization

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

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

Capitalization

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

42

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

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

Shareholder Liability

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

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

Shareholder Meetings and Voting Rights

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

43

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

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

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

Liquidation

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

44

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

* * * * *

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

 

4512

directly, for more complete information. Shareholders entitledBoard Considerations

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

Subadvisers

Like the Fund, the New Trust will rely on an exemptive order from the Securities and Exchange Commission that permits the Manager, subject to certain conditions, and without the approval of shareholders to: (a) employ a new investment subadviser for a New Portfolio pursuant to the terms of a new investment subadvisory agreement,result in each case either as a replacement for an existing subadviser or as an additional subadviser; (b) change the terms of any investment subadvisory agreement in a way that would otherwise require the approval of shareholders; and (c) continue the employment of an existing subadviser on the same subadvisory contract terms where a contract has been terminated because of an assignment of the contract, including, potentially, a change in control of the subadviser. In such circumstances, shareholders would receive noticeManager, and therefore an “assignment” of such action, including information concerning the new subadviser. Generally,Portfolios’ Current Advisory Agreements and, as a result, the Current Subadvisory Agreements with MLIA. At the November Meeting, the Board, including a majority of the Independent Trustees, approved the New Subadvisory Agreements and recommended that the shareholders of the Trusts approve the New Subadvisory Agreements. Information about the Board’s considerations and process is set forth below.

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

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

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

2.        The Board considered representations by the Manager and its affiliates, including MLIA, that the Separation will not have any new subadvisory agreements implemented in relianceimpact on the exemptive order. Alevel, nature and quality of services currently provided by MLIA to the MLIA Subadvised Portfolios.

3.        The Board considered representations by the Manager and its affiliates that approval of the New Portfolio may not rely onSubadvisory Agreements would be necessary for the exemptive order with respectMLIA Subadvised Portfolios to subadvisers that are affiliated withcontinue receiving subadvisory services from MLIA following the change in control of the Manager.

Federal Income Tax Consequences4.        The Board considered representations by the Manager, as well as related supporting documentation, indicating that the New Subadvisory Agreements, including the fees payable thereunder, are the same as the terms of the Portfolio Reorganizationscorresponding Current Subadvisory Agreements.

5.        The reorganization of each Portfolio intoBoard considered that the Manager and its corresponding New Portfolio is expectedaffiliates have agreed to qualify for U.S. federal income tax purposes as a tax-free reorganization under Section 368(a)bear all expenses associated with obtaining shareholder approval of the Internal Revenue Code of 1986, as amended (the “Code”), and thus is not expected to result inNew Subadvisory Agreements.

13

6.        The Board considered the recognition of gain or lossadvice provided by either the Portfolio, the New Portfolio, or their shareholders, the insurance company separate accounts. Provided that the variable life insurance policies or variable annuity contracts funded by a Portfolio qualify as life insurance or annuity contracts under Section 72 of the Code, the Portfolio Reorganization will not be a taxable event for owners of such contracts, regardless of whether the Reorganization is taxable or tax-free. It is accordingly expected that such contract owners will not recognize taxable gain or loss as a result of a Portfolio Reorganization.

As a condition to the closing of the Reorganization, each Portfolio and its corresponding New Portfolio will receive a legal opinion from Ropes & Gray, LLP, (which opinion will be subject to certain qualifications satisfactorylegal counsel to the PortfolioTrusts and the New Portfolio),Manager, with respect to the effect that, onNew Subadvisory Agreements (including advice relating to the basis of the existing provisions of the

46

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

The Portfolio Reorganization will constitute a reorganization within the meaning of Section 368(a) of the Code, andshareholder approval for the New PortfolioSubadvisory Agreements, the process and the corresponding Portfolio each will be a “party to a reorganization” within the meaningtiming of Section 368(b) of the Code;

Under Section 1032 of the Code, no gain or loss will be recognized by the New Portfolio upon the receipt of the assets of the corresponding Portfolio in exchange for New Portfolio shares and the assumption by such New Portfolio of the liabilities of the corresponding Portfolio;

Under Section 362(b) of the Code, the basis in the handsseeking shareholder approval of the New Portfolio of the assets of the corresponding Portfolio transferred to such New Portfolio in the Reorganization willSubadvisory Agreements, and whether shareholder approvals would be the same as the basis of such assets in the hands of the corresponding Portfolio immediately prior to the transfer;

Under Section 1223(2) of the Code, the holding periods of the assets of the Portfolio in the hands of the corresponding New Portfolio will include the periods during which such assets were held by such Portfolio;

Under Section 361 of the Code, no gain or loss will be recognized by the Portfolio upon the transfer of its assets to the corresponding New Portfolio in exchange for New Portfolio shares and the assumption by the corresponding New Portfolio of the liabilities of such Portfolio, or upon the distribution of New Portfolio shares by such Portfolio to its shareholders in liquidation;

Under Section 354 of the Code, no gain or loss will be recognized by Portfolio shareholders upon the exchange of their shares of such Portfolio for New Portfolio shares;

Under Section 358 of the Code, the aggregate basis of New Portfolio shares a shareholder of the corresponding Portfolio receivesrequired in connection with the Reorganization will be the same as the aggregate basis of such shareholder’s Portfolio shares exchanged therefor;

Under Section 1223(1)any future aspects of the Code, a Portfolio shareholder’s holding period for his, her, orSeparation) and regarding the Board’s role and responsibilities with respect to the Separation.

7.        The Board considered that, if shareholders approve the New Subadvisory Agreements, the Board, the Manager, and the Sub-Adviser will conduct its New Portfolio shares will includeannual contracts review process in November 2017. Thus, the period for which such shareholder held the Portfolio shares exchanged therefor, providedBoard emphasized that the shareholder held such Portfolio shares as capital assets; and

The New Portfolio will succeedit would be able to, and take into accountintends to, monitor on a regular basis the itemsability of the corresponding Portfolio described in Section 381(c)Sub-Adviser to comply with their undertakings to the Board and the Manager and to monitor on an ongoing basis the quality of services to, and expenses of, the Code, subjectPortfolios. In addition, the Board considered that, under the New Subadvisory Agreements, it will continue to have the conditions and limitations specifiedauthority, should the need arise in Sections 381, 382, 383 and 384its view, to terminate any of the CodeNew Subadvisory Agreements without penalty upon no more than 60 days’ notice.

Based on the foregoing and other relevant considerations, at the Regulations thereunder.

Each opinion will be based on factual certifications made by officersNovember Meeting, the Board, including a majority of the applicable PortfolioIndependent Trustees, voted to approve the New Subadvisory Agreements and the corresponding New Portfolio, and on customary

47

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

If the IRS or a court were to disagree with an opinion, it could subject one or both Portfolios to a Portfolio-level tax or affect the qualification of one or both Portfolios as “a regulated investment company” under the Code. The above descriptionrecommend approval of the U.S. federal income tax consequencesNew Subadvisory Agreements by shareholders of the Portfolio Reorganizations is made without regard toPortfolios. In this connection, 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 ReorganizationBoard concluded that, in light of their individual circumstances. Sinceall factors considered, the foregoing discussion relates onlyterms of the New Subadvisory Agreements, including fee rates, were fair and reasonable, and that it would be in the best interests of shareholders of each MLIA Subadvised Portfolio to certain U.S. federal income tax consequencesapprove the New Subadvisory Agreements.

Information Regarding the Affiliated Subadviser

MLIA is a Delaware limited liability company. MetLife owns all of a Portfolio Reorganization, each shareholderthe voting interest in MLIA.

The address of a Portfolio and ownerMLIA is One MetLife Way, Whippany, NJ 07981. The address 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.MetLife is 200 Park Avenue, New York, NY 10166.

Vote Required

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

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

14

the Record Date are present or represented by proxy at the Meeting, or (ii) more than 50% of the shares of the FundPortfolio outstanding on the Record Date. If the required vote is not obtained for a MLIA Subadvised Portfolio, the DirectorsTrustees will consider what other actions to take in the best interests of the Fund.Portfolio.

Recommendation of the Board

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

PROPOSAL III – ELECTION OF BOARD MEMBERS

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

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

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

15

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

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

Information Concerning Nominees and Executive Officers

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

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

Name and Age

Current

Position(s) Held

with Registrant

Term of Office

and Length of

Time Served

Principal

Occupation(s)

During the Past 5

Years(1)

Number of
Portfolios
in  MetLife
Funds
Complex(2)
Overseen
by Trustee

Other

Directorships Held

by Trustee During

the Past 5 Years(1)

Interested Trustee

John Rosenthal* (56)TrusteeIndefinite; From May 2016 (MIST and MSF) to presentSenior Managing Director and Head of Global Portfolio Management, MetLife, Inc.75None

Independent Trustees

Dawn M. Vroegop (49)

Trustee and

Chairman of the Board

Indefinite; From December 2000 (MIST)/May 2009 (MSF) to present as Trustee; From May 2016 (MIST and MSF) until present as ChairmanPrivate Investor.75Trustee, Driehaus Mutual Funds.**

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Name and Age

Current

Position(s) Held

with Registrant

Term of Office

and Length of

Time Served

Principal

Occupation(s)

During the Past 5

Years(1)

Number of
Portfolios
in  MetLife
Funds
Complex(2)
Overseen
by Trustee

Other

Directorships Held

by Trustee During

the Past 5 Years(1)

Stephen M. Alderman (57)TrusteeIndefinite; From December 2000 (MIST)/ April 2012 (MSF) to presentShareholder in the law firm of Garfield and Merel, Ltd.75None
Robert J. Boulware (60)TrusteeIndefinite; From March 2008 (MIST)/ April 2012 (MSF) to presentManaging Director, Pilgrim Funds, LLC (private equity fund).75Trustee, Vertical Capital Income Fund (closed-end fund);** Director, Gainsco, Inc. (auto insurance);** Trustee, SharesPost 100 Fund (closed-end fund).**
Susan C. Gause (64)TrusteeIndefinite; From March 2008 (MIST)/ April 2012 (MSF) to presentPrivate Investor.75Trustee, HSBC Funds.**
Nancy Hawthorne (65)TrusteeIndefinite; From May 2003 (MSF)/ April 2012 (MIST) to presentPartner, Hawthorne Financial Advisors, LLC (registered investment advisor); until June 2014, Chief Executive Officer, Clerestory LLC (corporate advisor).75Director and Chairman of the Board of Directors, THL Credit, Inc.;** Lead Director, Avid Technology, Inc.;** Director, CRA International, Inc.**
Barbara A. Nugent (60)TrusteeIndefinite; From January 2014 (MIST and MSF) to presentPresident, True North Board Governance, LLC (consulting); until December 2013, partner in the law firm of Stradley Ronon Stevens & Young, LLP.75None
Linda B. Strumpf (69)TrusteeIndefinite; From May 2000 (MSF)/ April 2012 (MIST) to presentChair of the Investment Committee, Leona M. and Harry B. Helmsley Charitable Trust; until June 2011, Chief Investment Officer, Leona M. and Harry B. Helmsley Charitable Trust.75None

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Name and Age

Position(s) Held
with Registrant

Length of Time
Served

Principal Occupation(s)

During the Past 5 Years(1)

Executive Officers

Kristi Slavin (43)President and Chief Executive Officer, of MIST and MSFFrom May 2016 (MIST and MSF) to presentPresident, MetLife Advisers, LLC (May 2016-present); Senior Vice President, MetLife Advisers, LLC; Vice President, MetLife, Inc.; Vice President, MIST and MSF (2015-2016).
Peter H. Duffy (61)Chief Financial Officer and Treasurer, of MIST and MSFFrom November 2000 (MSF)/ May 2012 (MIST) to presentSenior Vice President, MetLife Advisers, LLC; Vice President, MetLife, Inc.
Andrew L. Gangolf (62)Secretary, of MIST and MSFFrom May 2011 (MIST and MSF) to presentSenior Vice President, MetLife Advisers, LLC; until 2011, Senior Vice President & Assistant General Counsel, AllianceBernstein Investments, Inc.
Steven E. Hartstein (53)Chief Compliance Officer (“CCO”), of MIST and MSFFrom February 2014 (MIST and MSF) to presentVice President, MetLife, Inc. (2013- present); Senior Vice President and CCO, MetLife Advisers, LLC; Executive Director, Morgan Stanley (2009-2013); CCO, Consulting Group Capital Markets Funds (2006-2013).
Alan C. Leland (64)Vice President, of MIST and MSFFrom February 2005 (MSF)/ May 2012 (MIST) to presentTreasurer and Chief Financial Officer, MetLife Advisers, LLC; Vice President, MetLife, Inc.

*Mr. Rosenthal is an “interested person” of the Trusts because of his position with MetLife, Inc., the current parent company of MetLife Advisers, LLC.
**Indicates a directorship with a registered investment company or a company subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.
(1)Previous positions during the past five years with the Trusts, MetLife, Inc. or the Manager are omitted if not materially different.
(2)As of May 1, 2016, the Fund Complex includes 45 MIST Portfolios and 30 MSF Portfolios.

Qualifications of the Trustee Nominees

The following provides an overview of the considerations that led the Board to conclude that each Nominee should be proposed for election. The current members of the Board have joined the Board at different points in time since 2000. Generally, no one factor was decisive in the original selection of an individual to join the Board. Among the factors the Board considers when concluding that an individual should serve on the Board are the following: (i) the individual’s business and professional experience and accomplishments, including prior experience in the financial services and investment management fields or on other boards; (ii) the individual’s ability to work effectively with the other members of the Board; (iii) experience on boards of other investment companies that were merged into the Trusts (as applicable); and (iv) how the individual’s skills, experiences and attributes would contribute to an appropriate mix of relevant skills and experience on the Board.

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

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

Leadership Structure of the Trusts

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

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

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

Based on, among other factors, each Trustee’s professional experience and skills and their relative tenures as Trustees of the Trusts, the Board believes that having a super-majority

19

of Independent Trustees on the Board, an Independent Chairman and an Interested Trustee who provides insights based on his experience and responsibilities as an executive of MetLife, Inc., the current parent company of the Manager, and his expected leadership position with Brighthouse Financial, Inc., is appropriate and in the best interests of each Trust.

Board Oversight of Trust Risk

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

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

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

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

With respect to compliance, the Board has appointed a Chief Compliance Officer (“CCO”) who reports directly to the Board’s Independent Trustees, and who provides

20

presentations to the Board at its quarterly meetings and an annual report to the Board concerning compliance matters. The CCO oversees the development and implementation of compliance policies and procedures that are reasonably designed to detect, prevent and correct violations of federal securities laws (“Compliance Policies”). The Board has approved the Compliance Policies, which seek to reduce risks relating to the possibility of non-compliance with the federal securities laws.

Standing Committees of the Board

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

Each Trust has a Nominating, Governance and Compensation Committee (“NGC Committee”) consisting of all of the Independent Trustees. The NGC Committee of the Board has identical members and the same Chairman, Ms. Hawthorne, and meets as a single committee. The NGC Committee’s function is to: recommend, evaluate, and nominate Independent Trustee candidates to the full Board; evaluate the Independent Trustee candidates’ independence from a Trust’s Manager and other principal service providers and consider the effect of any relationships beyond those delineated in the 1940 Act that might impair independence (e.g., business, financial, or family relationships with the Manager or affiliates); review the size and composition of the Board; review and evaluate the Committee structure of the Board and make recommendations to the Board with respect to changes to existing Committees (including Committee membership) or for additional Committees (including membership); periodically review the Board’s governance practices, policies, procedures and operations, and ongoing Trustee education on current industry matters, and as applicable orientation for new Trustees; lead and manage the Board’s annual self-assessment process; review, monitor and supervise service providers that the Independent Trustees have engaged to assist them, including the performance of, and independence of, legal counsel to the Independent Trustees; review and recommend, as appropriate, changes to Independent Trustee compensation; and on an annual basis review and report findings to the full Board regarding the Trusts’ and Independent Trustees’ insurance coverage. While the NGC Committee has not adopted a specific policy on diversity or a particular definition of diversity when considering candidates, the NGC Committee generally considers the manner in which each candidate’s professional experience, background, skills in matters that are relevant to the

21

oversight of the Portfolios (e.g., investment management, distribution, accounting, trading, compliance, legal), and general leadership experience complement the attributes of the existing Independent Trustees.

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

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

Compensation of the Trustees

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

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

Trustee Beneficial Ownership

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

Shareholder Communication with the Board of Trustees

Each Trust has adopted procedures by which Contract Holders may send communications to the Board. These communications should be sent to the attention of the Board or the specific Trustee to whom the communication is directed at Met Investors Series Trust and Metropolitan Series Fund, c/o Secretary, One Financial Center, Boston, MA 02111.

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

These procedures do not apply to (i) any communication from an officer or Trustee of the Trusts, (ii) any communication from an employee or agent of the Trusts, unless such communication is made solely in such employee’s or agent’s capacity as a Contract Holder or (iii) any shareholder proposal submitted pursuant to Rule 14a-8 under the Exchange Act of 1934, as amended or any communication made in connection with such a proposal.

Vote Required

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

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Recommendation of the Board

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

OTHER INFORMATION

Information about Voting Instructions and the Conduct of the Meeting

Solicitation of Voting Instructions

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

48

its their agents. In addition, Computershare Fund Services has been engaged to assist in the solicitation of proxies for a fee of approximately $710,000,$4,000,896, although the actual costs of the solicitation may be higher. The FundManager 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 thoseexcept that a portion of the printing and mailing costs relating to Proposal II, whichIII (estimated to be approximately $325,000) will be borne by the Manager.Trusts, subject to any expense limitation agreement in place. In addition, the Manager has agreed to reimburse the Trusts for their expenses relating to the Separation, including the costs of Trustee meetings, legal counsel, and independent consultants.

Voting Process

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

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

In determining whether a quorum is present, the tellers (persons appointed by the FundTrusts to receive, count and report all ballots cast at the Meeting) will count shares represented

24

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

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

49

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

Portfolio shares held in an investment division attributable to 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 FundTrusts and the Portfolios use proportional voting, a small number of shareholders may determine the outcome of a vote, including the vote on the Proposals.

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

If an enclosed voting instruction card is completed, executed and returned, it may nevertheless be revoked at any time before the Meeting by a written revocation or later voting instruction card mailed to the Fundeach Trust at 501 Boylston Street,One Financial Center, Boston, Massachusetts 02116,02111, or by calling toll free (800) 638-7732. The FundEach Trust must receive the revocation or later voting

25

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.

50

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

Shareholder Proposals at Future Meetings

Under each Trust’s Amended and Restated By-laws, the Bylaws, the Fund isTrusts are not required to hold an annual meeting of shareholders in any year in which the election of directorsTrustees is not required to be acted upon under the 1940 Act. Shareholder proposals to be presented at any future meeting of shareholders of a Portfolio or the FundTrusts must be received by the FundTrusts in writing a reasonable amount of time before the Fund solicitsTrusts solicit proxies for that meeting in order to be considered for inclusion in the proxy materials for that meeting.

Independent Registered Public Accounting Firm

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

26

The following tables set forth, for the Fund’sTrusts’ two most recent fiscal years, the fees billed by the Independent Registered Public Accounting Firm for (a) all audit and non-audit services provided directly to the FundTrusts 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 FundTrusts (collectively, “Service Entities”) that relate directly to the Portfolios’ operations and financial reports:

 

Fiscal Year
Ended

  

Audit Fees

  

Audit-Related
Fees

  

Tax Fees

  

All Other Fees

2009

  $941,400  $0  $301,000  $0

2010

  $961,000  $0  $305,260  $0

51

Fiscal Year
Ended		      Audit Fees          Audit-Related Fees          Tax Fees      All Other Fees 
 2015   $3,825,522   $46,950   $500,235   $0  
 2014   $3,695,500   $16,500   $497,915   $0  

“Audit Fees” represent fees billed for each of the last two fiscal years or professional services rendered for the audit of the Fund’sTrusts’ annual financial statements for those fiscal years or services that are normally provided by the accountant in connection with statutory or regulatory filings or engagements for those fiscal years. “Audit-Related Fees,” if any, represent fees for assurance and related services by the Independent Registered Public Accounting Firm that are reasonably related to the performance of the audit or review of the Fund’s financial statements and that are not included in “Audit Fees.” “Tax Fees” represent fees for services rendered to the Fund for tax return preparation and review of and participation in determining required income and capital gains distributions. “All Other Fees” represents fees, if any, billed for other products and services rendered by the Independent Registered Public Accounting Firm to the FundTrusts for the last two fiscal years.

The Fund’s Audit Committee has 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 DirectorTrustee 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’sTrusts’ 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:

 

Fiscal Year

  Aggregate Non-audit Fees 

2009

  $7,600,000  

2010

  $7,200,000  

        Fiscal Year         

         Aggregate Non-audit Fees        
2015 $0
2014 $0

27

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 FundTrusts and rendered to the Manager and any entity controlling, controlled by or under common control with the Manager that provides ongoing services to the Fund.Trusts.

The Fund’s Audit Committee considered the provision of non-audit services that were rendered to the Manager, and any entity controlling, controlled by or under

52

common control with the Manager that provides ongoing services to the FundTrusts 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 FundTrusts

Copies of the most recent annual report and the most recent semiannual report succeeding the most recent annual report of the Fund,each Trusts, if any, may be obtained without charge by calling (800) 638-7732 or by writing to Michael P. Lawlor, Met Investors Series Trust and Metropolitan Series Fund Inc., c/oand MetLife Advisers, LLC at 501 Boylston Street,One Financial Center, Boston, Massachusetts 02116.02111. This Proxy Statement, the most recent annual report and semiannual report to shareholders, and any amendments or supplements to the foregoing material that are required to be furnished to shareholders, are available on the Internet atwww.metlife.com/msf.msf.

Ownership of Shares

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

 

MIST Portfolio

  

Class

  

Shares Outstanding on Record

Date

ArtioAB Global Dynamic Allocation Portfolio

Class B[  ]

Allianz Global Investors Dynamic Multi-Asset Plus Portfolio

Class B[  ]

American Funds® Balanced Allocation Portfolio

Class B[  ]
Class C[  ]

American Funds® Growth Allocation Portfolio

Class B[  ]
Class C[  ]

American Funds® Growth Portfolio

Class C[  ]

American Funds® Moderate Allocation Portfolio

Class B[  ]
Class C[  ]

AQR Global Risk Balanced Portfolio

Class B[  ]

BlackRock Global Tactical Strategies Portfolio

Class B[  ]

BlackRock High Yield Portfolio

Class A[  ]
Class B[  ]

28

MIST Portfolio

Class

Shares Outstanding on Record

Date

Clarion Global Real Estate Portfolio

Class A[  ]
Class B[  ]
Class E[  ]

ClearBridge Aggressive Growth Portfolio

Class A[  ]
Class B[  ]
Class E[  ]

Goldman Sachs Mid Cap Value Portfolio

Class A[  ]
Class B[  ]

Harris Oakmark International Portfolio

Class A[  ]
Class B[  ]
Class E[  ]

Invesco Balanced-Risk Allocation Portfolio

Class B[  ]

Invesco Comstock Portfolio

Class A[  ]
Class B[  ]

Invesco Mid Cap Value Portfolio

Class A[  ]
Class B[  ]
Class E[  ]

Invesco Small Cap Growth Portfolio

Class A[  ]
Class B[  ]
Class E[  ]

JPMorgan Core Bond Portfolio

Class A[  ]
Class B[  ]

JPMorgan Global Active Allocation Portfolio

Class B[  ]

JPMorgan Small Cap Value Portfolio

Class A[  ]
Class B[  ]

Loomis Sayles Global Markets Portfolio

Class A[  ]
Class B[  ]

Met/Aberdeen Emerging Markets Equity Portfolio

Class A[  ]
Class B[  ]

Met/Artisan International Portfolio

Class A[  ]
Class B[  ]

Met/Eaton Vance Floating Rate Portfolio

Class A[  ]
Class B[  ]

Met/Franklin Low Duration Total Return Portfolio

Class A[  ]
Class B[  ]

Met/Templeton International Bond Portfolio

Class A[  ]
Class B[  ]

Met/Wellington Large Cap Research Portfolio

Class A[  ]
Class B[  ]
Class E[  ]

MetLife Asset Allocation 100 Portfolio

Class A[  ]
Class B[  ]

MetLife Balanced Plus Portfolio

Class B[  ]

MetLife Multi-Index Targeted Risk Portfolio

Class B[  ]

MetLife Small Cap Value Portfolio

Class A[  ]
Class B[  ]

MFS® Research International Portfolio

Class A[  ]
Class B[  ]
Class E[  ]

29

MIST Portfolio

Class

Shares Outstanding on Record

Date

Morgan Stanley Mid Cap Growth Portfolio

Class A[  ]
Class B[  ]
Class E[  ]

Oppenheimer Global Equity Portfolio

Class A[  ]
Class B[  ]
Class E[  ]

PanAgora Global Diversified Risk Portfolio

Class B[  ]

PIMCO Inflation Protected Bond Portfolio

Class A[  ]
Class B[  ]
Class E[  ]

PIMCO Total Return Portfolio

Class A[  ]
Class B[  ]
Class E[  ]

Pyramis® Government Income Portfolio

Class B[  ]

Pyramis® Managed Risk Portfolio

Class B[  ]

Schroders Global Multi-Asset Portfolio

Class B[  ]

SSGA Growth and Income ETF Portfolio

Class A[  ]
Class B[  ]
Class E[  ]

SSGA Growth ETF Portfolio

Class A[  ]
Class B[  ]
Class E[  ]

TCW Core Fixed Income Portfolio

Class A[  ]
Class B[  ]

T. Rowe Price Large Cap Value Portfolio

Class A[  ]
Class B[  ]
Class E[  ]

T. Rowe Price Mid Cap Growth Portfolio

Class A[  ]
Class B[  ]
Class E[  ]

MSF Portfolio

Class

Shares Outstanding on Record

Date

Baillie Gifford International Stock Portfolio

  Class A  78,307,918.109[  ]
  Class B  11,448,673.263[  ]
  Class E  3,233,897.964

Barclays Capital Aggregate Bond Index Portfolio

Class A54,063,483.863
Class B78,170,658.447
Class E8,044,711.213
Class G11,498,493.068

BlackRock Aggressive Growth Portfolio

Class A22,005,357.868
Class B3,308,148.864
Class D4,520,087.261
Class E438,317.181
[  ]

BlackRock Bond Income Portfolio

  Class A  27,948,384.098[  ]
  Class B  4,356,905.121[  ]
  Class E  1,793,996.705
[  ]

BlackRock DiversifiedCapital Appreciation Portfolio

  Class A  71,345,171.562[  ]
  Class B  4,314,502.302[  ]
  Class E  2,262,839.855
[  ]

BlackRock Large Cap Value Portfolio

  Class A  91,182,761.469[  ]
  Class B  20,736,693.552[  ]
  Class E  4,690,037.507[  ]

BlackRock Legacy LargeUltra-Short Term Bond Portfolio

Class A[  ]
Class B[  ]
Class E[  ]

30

MSF Portfolio

Class

Shares Outstanding on Record

Date

Frontier Mid Cap Growth Portfolio

  Class A  52,915,778.506[  ]
  Class B  6,244,266.567[  ]
Class D[  ]
  Class E  1,701,493.483

53

Portfolio

Class

Shares Outstanding on Record
Date

BlackRock Money Market Portfolio

Class A6,848,801.185
Class B8,864,839.832
Class E3,906,905.594

Davis Venture Value Portfolio

Class A69,078,760.797
Class B21,667,151.197
Class E32,040,099.395

FI Value Leaders Portfolio

Class A1,711,684.865
Class B408,691.412
Class D772,636.971
Class E159,647.972[  ]

Jennison Growth Portfolio

  Class A  83,118,291.796[  ]
  Class B  35,375,445.550[  ]
  Class E  748,407.105[  ]

Loomis Sayles Small Cap Core Portfolio

  Class A  991,508.960[  ]
  Class B  659,020.871[  ]
  Class E  156,125.010[  ]

Loomis Sayles Small Cap Growth Portfolio

  Class A  34,798,382.658[  ]
  Class B  6,455,022.817[  ]
  Class E  716,167.922[  ]

Met/Artisan Mid Cap Value Portfolio

  Class A  4,103,894.910[  ]
  Class B  2,221,249.614[  ]
  Class E  602,047.539[  ]

Met/Dimensional International Small Company Portfolio

  

Class A

Class B

  

43,289,460.035

4,254,891.570

[  ]
Class B[  ]

MetLife Conservative AllocationMet/Wellington Balanced Portfolio

  Class A  4,133,282.531[  ]
  Class B  54,777,461.144[  ]
Class E[  ]

Met/Wellington Core Equity Opportunities Portfolio

Class A[  ]
Class B[  ]
Class E[  ]

MetLife Conservative to Moderate AllocationAggregate Bond Index Portfolio

  

Class A

[  ]
Class B[  ]
Class E[  ]
Class G[  ]

MetLife Asset Allocation 20 Portfolio

  

7,544,168.236

134,132,012.291

Class A		[  ]
  Class B  [  ]

MetLife Asset Allocation 40 Portfolio

Class A[  ]
Class B[  ]

MetLife Asset Allocation 60 Portfolio

Class A[  ]
Class B[  ]

MetLife Asset Allocation 80 Portfolio

Class A[  ]
Class B[  ]

MetLife Mid Cap Stock Index Portfolio

  Class A  18,393,880.734[  ]
  Class B  21,585,185.560[  ]
  Class E  2,929,642.858[  ]
  Class G  5,261,246.224

MetLife Moderate Allocation Portfolio

Class A21,956,546.273
Class B414,399,956.596

MetLife Moderate to Aggressive Allocation Portfolio

Class A

Class B

23,678,431.287

236,237,193.124

[  ]

MetLife Stock Index Portfolio

  Class A  99,967,343.315[  ]
  Class B  51,168,047.626[  ]
  Class D  10,556,904.786[  ]
  Class E  5,079,006.598[  ]
Class G[  ]

MFS® Total Return Portfolio

Class A[  ]
Class B[  ]
Class E[  ]
Class F[  ]

 

5431

MSF Portfolio

  

Class

  

Shares Outstanding on Record

Date

MFS® Total Return Value Portfolio

  Class A  1,318,789.249[  ]
  Class B  1,721,491.359[  ]
Class D[  ]
  Class E  244,115.146
Class F4,942,258.129[  ]

MFSMSCI EAFE® Value Portfolio

Class A175,729,114.937
Class B17,784,413.057
Class E4,841,132.296

Morgan Stanley EAFE Index Portfolio

  Class A  27,716,394.853[  ]
  Class B  32,536,491.576[  ]
  Class E  3,515,541.458[  ]
  Class G  5,894,915.098[  ]

Neuberger Berman Genesis Portfolio

  Class A  72,310,275.914[  ]
  Class B  9,993,072.845[  ]
  Class E  8,274,035.934

Neuberger Berman Mid Cap Value Portfolio

Class A14,342,859.850
Class B18,668,154.575
Class E2,150,129.245

Oppenheimer Global Equity Portfolio

Class A27,571,281.010
Class B17,353,110.723
Class E814,597.461[  ]

Russell 2000® Index Portfolio

  Class A  28,014,752.589[  ]
  Class B  13,646,474.847[  ]
  Class E  2,023,487.119[  ]
  Class G  4,978,639.410[  ]

T. Rowe Price Large Cap Growth Portfolio

  Class A  65,626,151.595[  ]
  Class B  13,654,903.639[  ]
  Class E  1,087,675.642[  ]

T. Rowe Price Small Cap Growth Portfolio

  Class A  15,984,070.677[  ]
  Class B  16,969,508.483[  ]
  Class E  883,356.398[  ]
Class G[  ]

Van Eck Global Natural Resources Portfolio

  Class A  51,068,221.247[  ]
  Class B  11,125,652.518[  ]

Western Asset Management Strategic Bond Opportunities Portfolio

  Class A  43,657,388.656[  ]
  Class B  21,463,746.540[  ]
  Class E  5,974,246.599[  ]

Western Asset Management U.S. Government Portfolio

  Class A  155,660,413.657[  ]
  Class B  43,870,861.978[  ]
  Class E  4,047,297.997

Zenith Equity Portfolio

Class A1,536,402.051[  ]

55

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,each Trust, they may be deemed to be in control (as defined in the 1940 Act) of the Fund.Trusts. Shares of the Portfolios are not offered for direct purchase by the investing public.

The Insurance Companies have informed the FundTrusts 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 hasTrusts have been informed that, as of the Record Date, the officers and DirectorsTrustees 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 B 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.

 

5632

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:

 

REGISTRATION

   VALID SIGNATURE  

CORPORATE ACCOUNTS

  

(1) ABC Corp.

   ABC Corp.  

(2) ABC Corp.

   John Doe, Treasurer  

(3) ABC Corp. c/o John Doe, Treasurer

   John Doe  

(4) ABC Corp. Profit Sharing Plan

   John Doe, Trustee  

TRUST ACOUNTS

  

(1) ABC Trust

   Jane B. Doe, Trustee  

(2) Jane B. Doe, Trustee u/t/d 12/28/78

   Jane B. Doe  

CUSTODIAL OR ESTATE ACCOUNTS

  

(1) John B. Smith, Cust. f/b/o John B. Smith, Jr. UGMA

   John B. Smith  

(2) John B. Smith

   
 		John B. Smith,
Jr.,
Executor		  
  

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.

 

5733

Appendix A

METROPOLITAN SERIES FUND, INC.

NOMINATING COMMITTEE CHARTER

1.The Nominating Committee (the “Committee”) of the Metropolitan Series Fund, Inc. (the “Fund”) shall be composed entirely of directors (“Directors”) of the Fund who are not “interested persons” of such Fund for purposes of the Investment Company Act of 1940, as amended (“Independent Directors”). The Committee’s overall role is to assist the Fund’s Board of Directors (the “Board”) with the selection of Independent Director candidates as follows.

2.The specific purpose of the Committee is to evaluate the qualifications of the Fund’s candidates for Independent Director positions and to make recommendations to the Independent Directors with respect to nominations for Independent Director membership on the Fund’s Board. The Committee shall consider Independent Director candidates in connection with Board vacancies and newly created Board positions.

3.The Committee shall require that Independent Director candidates have a college degree or equivalent business experience. The Committee may take into account a wide variety of factors in considering Independent Director candidates, including (but not limited to): (i) availability and commitment of a candidate to attend meetings and perform his or her responsibilities on the Fund’s Board, (ii) relevant industry and related experience, (iii) educational background, (iv) ability, judgment and expertise and (v) overall diversity of the Board’s composition.

4.In identifying potential nominees for the Fund’s Board, the Committee may consider candidates recommended by the following sources: (i) the Fund’s current Directors; (ii) the Fund’s officers; (iii) the Fund’s investment adviser, subadvisers or principal underwriters; (iv) owners of variable life insurance and variable annuity contracts (“Contract Owners”) issued by SEC-registered separate accounts of Metropolitan Life Insurance Company or its affiliated insurance companies (the “Insurance Companies”) that invest in such Fund (see below); and (v) any other source such Committee deems to be appropriate. The Committee may, but is not required to, retain a third-party search firm or other consultant or adviser at the Fund’s expense to identify or assist in the evaluation of potential candidates.

5.The Committee will consider and evaluate nominee candidates properly submitted by Contract Owners as it considers and evaluates candidates recommended by other sources. Appendix A to this Charter, as it may be amended from time to time by the Committee, sets forth procedures that must be followed by Contract Owners to properly submit a nominee candidate to the relevant Committee (recommendations not properly submitted in accordance with Appendix A will not be considered by such Committee).

A-1

6.The Committee will recommend to the Fund’s Independent Directors candidates to serve as Independent Directors on such Board.

7.To carry out its purposes, the Committee shall:

(a)hold scheduled meetings when the Committee or the Fund’s Board determines necessary or appropriate in accordance with the Fund’s Bylaws;

(b)submit minutes of Committee meetings to the Board; and

8.The Committee shall have the resources and authority appropriate to discharge its responsibilities, including authority to retain special counsel and other experts or consultants at the expense of the appropriate Fund.

9.The Fund’s Board may designate one member of the Committee to serve as Chair of such Committee. The Committee may make recommendations to the Fund’s full Board regarding the designation of Committee Chair.

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.

1.The Contract Owner must submit any such recommendation (each, a “Recommendation,” and, collectively, the “Recommendations”) in writing to the Fund, to the attention of the Secretary of the Fund (“Secretary”), at the address of the principal executive offices of the Fund. Once each quarter, if any Recommendations have been received by the Secretary during the quarter, the Secretary will inform the Committee of the new Recommendations. Because the Fund does not hold annual or other regular meetings of shareholders for the purpose of electing Directors, the Committee will accept Recommendations on a continuous basis.

2.All Recommendations properly submitted to the Fund will be held by the Secretary until such time as the Committee convenes to consider Independent Director candidates to fill Board vacancies or newly created Board positions (an “Independent Director Consideration Meeting”) or the Committee instructs the Secretary to discard a Recommendation following an Independent Director Consideration Meeting or an Interim Evaluation (as defined below),provided,however, that in no event shall the Secretary hold any Recommendation for longer than three (3) years.

3.At an Independent Director Consideration Meeting, the Committee will consider each Recommendation then held by the Secretary. Following an Independent Director Consideration Meeting, the Committee may instruct the Secretary to discard any or all of the Recommendations currently held by the Secretary.

4.The Committee may, in its discretion and at any time, convene to conduct an evaluation of validly submitted Recommendations (such meeting, an “Interim Evaluation”) for the purpose of determining which Recommendations will be considered at the next Independent Director Consideration Meeting. Following an Interim Evaluation, the Committee may instruct the Secretary to discard any or all of the Recommendations currently held by the Secretary.

5.

The Recommendation must include: (i) a statement in writing setting forth (A) the name, age, date of birth, business address, residence address and nationality of the person recommended by the Contract Owner (the “candidate”); (B) the number of units that relate to shares of each Portfolio

A-3

(and class) of such Fund attributable to any annuity or life insurance contract of the candidate, as reported to such Contract Owner by the candidate; (C) any other information regarding the candidate called for with respect to director nominees by paragraphs (a), (d), (e) and (f) of Item 401 of Regulation S-K or paragraph (b) of Item 22 of Rule 14a-101 (Schedule 14A) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (or the corresponding provisions of any regulation or rule subsequently adopted by the Securities and Exchange Commission or any successor agency applicable to the Fund); (D) any other information regarding the candidate that would be required to be disclosed if the candidate were a nominee in a proxy statement or other filing required to be made in connection with the election of Independent Directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder; and (E) information regarding the candidate that will be sufficient for the Fund to make a determination as to whether the candidate is or will be an “interested person” of the Fund (as defined in the Investment Company Act of 1940, as amended); (ii) the written and signed consent of the candidate to be named as a nominee and to serve as an Independent Director if elected; (iii) the name of the recommending Contract Owner as it appears on the books of the relevant Insurance Company separate account; (iv) the number of units that relate to shares of each Portfolio (and class) of such Fund attributable to any annuity or life insurance contract of such recommending Contract Owner; and (v) a description of all arrangements or understandings between the recommending Contract Owner and the candidate and any other person or persons (including their names) pursuant to which the Recommendation is being made by the recommending Contract Owner. In addition, the Committee may require the candidate to furnish such other information as it may reasonably require or deem necessary to determine the eligibility of such candidate to serve on the Board or to satisfy applicable law.

A-4

Appendix B

Advisory Fee Payable

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

Portfolio

Annual
Percentage Rate

Average Daily Net

Asset Value Levels

Artio International Stock Portfolio

0.860%

0.800%

0.750%

First $500 million

Next $500 million

Over $1 billion

Barclays Capital Aggregate Bond Index Portfolio

0.250%All Assets

BlackRock Aggressive Growth Portfolio

0.750%

0.700%

0.650%

First $500 million

Next $500 million

Over $1 billion

BlackRock Bond Income Portfolio

0.400%

0.350%

0.300%

0.250%

First $1 billion

Next $1 billion

Next $1 billion

Over $3 billion

BlackRock Diversified Portfolio

0.500%

0.450%

0.400%

First $500 million

Next $500 million

Over $1 billion

BlackRock Large Cap Value Portfolio

0.700%

0.650%

0.600%

First $250 million

Next $500 million

Over $750 million

BlackRock Legacy Large Cap Growth Portfolio

0.730%

0.650%

First $1 billion

Over $1 billion

BlackRock Money Market Portfolio (a)

0.350%

0.300%

First $1 billion

Over $1 billion

Davis Venture Value Portfolio

0.750%

0.700%

0.650%

First $1 billion

Next $2 billion

Over $3 billion

FI Value Leaders Portfolio

0.700%

0.650%

0.600%

0.550%

First $200 million

Next $300 million

Next $1.5 billion

Over $2 billion

Jennison Growth Portfolio

0.700%

0.650%

0.600%

0.550%

First $200 million

Next $300 million

Next $1.5 billion

Over $2 billion

B-1

Portfolio

Annual
Percentage Rate

Average Daily Net

Asset Value Levels

Loomis Sayles Small Cap Core Portfolio


0.900

0.850

% 

% 

First $500 million

Over $500 million

Loomis Sayles Small Cap Growth Portfolio


0.900

0.850

% 

% 

First $500 million

Over $500 million

Met/Artisan Mid Cap Value Portfolio


0.820

0.780

% 

% 

First $1 billion

Over $1 billion

Met/Dimensional International Small Company Portfolio

0.850

0.800

% 

% 

First $100 million

Over $100 million

MetLife Conservative Allocation Portfolio


0.100

0.075

0.050

% 

% 

% 

First $500 million

Next $500 million

Over $1 billion

MetLife Conservative to Moderate Allocation Portfolio

0.100

0.075

0.050

% 

% 

% 

First $500 million

Next $500 million

Over $1 billion

MetLife Mid Cap Stock Index Portfolio

0.250% All Assets

MetLife Moderate Allocation Portfolio


0.100

0.075

0.050

% 

% 

% 

First $500 million

Next $500 million

Over $1 billion

MetLife Moderate to Aggressive Allocation Portfolio

0.100

0.075

0.050

% 

% 

% 

First $500 million

Next $500 million

Over $1 billion

MetLife Stock Index Portfolio

0.250% All Assets

MFS Total Return Portfolio


0.600

0.550

0.500

% 

% 

% 

First $250 million

Next $500 million

Over $750 million

MFS Value Portfolio


0.750

0.700

0.675

0.650

% 

% 

% 

% 

First $250 million

Next $2.25 billion

Next $2.5 billion

Over $5 billion

Morgan Stanley EAFE Index Portfolio

0.300% All Assets

Neuberger Berman Genesis Portfolio


0.850

0.800

0.750

% 

% 

% 

First $500 million

Next $500 million

Over $1 billion

Neuberger Berman Mid Cap Value Portfolio


0.650

0.600

% 

% 

First $1 billion

Over $1 billion

B-2

Portfolio

Annual
Percentage Rate

Average Daily Net
Asset Value Levels

Oppenheimer Global Equity Portfolio


0.900

0.550

0.500

0.475

% 

% 

% 

% 

First $50 million

Next $50 million

Next $400 million

Over $500 million

Russell 2000 Index Portfolio

0.250% All Assets

T. Rowe Price Large Cap Growth Portfolio


0.650

0.600

% 

% 

First $50 million

Over $50 million

T. Rowe Price Small Cap Growth Portfolio


0.550

0.500

0.450

% 

% 

% 

First $100 million

Next $300 million

Over $400 million

Van Eck Global Natural Resources Portfolio


0.800

0.775

0.750

% 

% 

% 

First $250 million

Next $750 million

Over $1 billion

Western Asset Management Strategic Bond Opportunities Portfolio

0.650

0.550

% 

% 

First $500 million

Over $500 million

Western Asset Management U.S. Government Portfolio

0.550

0.450

% 

% 

First $500 million

Over $500 million

Zenith Equity Portfolio (b)

N/AN/A

(a)Prior to May 1, 2010, the advisory fee rate for the BlackRock Money Market Portfolio was at the annual rate of 0.35% for the first $1 billion of the Portfolio’s average daily net assets; 0.30% of the next $1 billion; and 0.25% of such assets over $2 billion.
(b)There is no advisory fee payable directly by the Zenith Equity Portfolio. That Portfolio bears its share of the advisory fees of the Pioneer Fund Portfolio of MIST and the FI Value Leaders Portfolio and the Jennison Growth Portfolio of the Fund through its investment in these underlying Portfolios.

B-3

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:

Portfolio

Annual
Percentage
Rate
Reduction

Average Daily Net
Asset Value Levels

Artio International Stock Portfolio

0.080%

0.020%

0.050%

0.025%

0.050%

First $500 million

Next $400 million

Next $100 million

Next $500 million

Over $1.5 billion

Barclays Capital Aggregate Bond Index Portfolio0.005%

0.010%

0.015%

Over $500 million and less than $1 billion

Next $1 billion

Over $2 billion

BlackRock Bond Income Portfolio*

0.030%

0.025%

First $1 billion

Next $1 billion

BlackRock Large Cap Value Portfolio

0.020%

0.025%

0.050%

First $250 million

Next $500 million

Over $1 billion

BlackRock Legacy Large Cap Growth Portfolio0.025%Over $300 million and less than $1 billion

BlackRock Money Market Portfolio

0.025%First $1 billion

Davis Venture Value Portfolio

0.050%

0.100%

0.050%

0.025%

Over $50 million and less than $500 million

Next $500 million

Next $2 billion

Over $4.5 billion

Jennison Growth Portfolio

0.050%

0.100%

0.080%

First $200 million and over $300 million and less than $1 billion

Next $1 billion

Over $2 billion

Loomis Sayles Small Cap Core Portfolio

0.050%All Assets

Loomis Sayles Small Cap Growth Portfolio

0.050%

0.100%

0.050%

First $100 million

Next $400 million

Over $500 million

B-4

Portfolio

Annual
Percentage
Rate
Reduction

Average Daily Net
Asset Value Levels

MetLife Mid Cap Stock Index Portfolio

0.005%

0.010%

0.015%

Over $500 million and less than $1 billion

Next $1 billion

Over $2 billion

MetLife Stock Index Portfolio

0.005%

0.010%

0.015%

Over $500 million and less than $1 billion

Next $1 billion

Over $2 billion

MFS Value Portfolio

0.100%

0.050%

0.100%

0.200%

0.175%

0.150%

First $250 million

Next $1 billion

Next $250 million

Next $1 billion

Next $2.5 billion

Over $5 billion

Morgan Stanley EAFE Index Portfolio

0.005%

0.010%

0.015%

Over $500 million and less than $1 billion

Next $1 billion

Over $2 billion

Neuberger Berman Genesis Portfolio

0.025%First $500 million

Russell 2000 Index Portfolio

0.005%

0.010%

0.015%

Over $500 million and less than $1 billion

Next $1 billion

Over $2 billion

T. Rowe Price Large Cap Growth Portfolio

0.015%First $50 million
Western Asset Management Strategic Bond Opportunities Portfolio0.055%First $500 million
Western Asset Management U.S. Government Portfolio0.050%Over $200 million and less than $500 million

*Any reduction in total advisory fees paid by the BlackRock Bond Income Portfolio due to these waivers may be reduced or eliminated by related changes in the Portfolio’s advisory fee structure at higher asset levels. In connection with these waivers, the Manager will receive advisory fees equal to 0.325% of the Portfolio’s average daily net assets for amounts over $2 billion but less than $3 billion (0.025% over the contractual advisory fee rate) and 0.325% for amounts over $3 billion but less than $3.4 billion (0.075% over the contractual advisory fee rate).

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.

Portfolio

Advisory Fees Paid

Artio International Stock Portfolio

$9,263,968

Barclays Capital Aggregate Bond Index Portfolio

$3,697,496

BlackRock Aggressive Growth Portfolio

$6,089,331

BlackRock Bond Income Portfolio

$7,086,375

BlackRock Diversified Portfolio

$6,061,208

BlackRock Large Cap Value Portfolio

$11,020,725

BlackRock Legacy Large Cap Growth Portfolio

$5,509,109

BlackRock Money Market Portfolio

$5,820,181

Davis Venture Value Portfolio

$24,206,743

FI Value Leaders Portfolio

$3,121,007

Jennison Growth Portfolio

$11,428,585

Loomis Sayles Small Cap Core Portfolio

$3,192,934

Loomis Sayles Small Cap Growth Portfolio

$748,468

Met/Artisan Mid Cap Value Portfolio

$10,423,410

Met/Dimensional International Small Company Portfolio

$4,664,199

MetLife Conservative Allocation Portfolio

$439,373

MetLife Conservative to Moderate Allocation Portfolio

$994,189

MetLife Mid Cap Stock Index Portfolio

$1,263,457

MetLife Moderate Allocation Portfolio

$2,227,740

MetLife Moderate to Aggressive Allocation Portfolio

$1,724,801

MetLife Stock Index Portfolio

$11,515,087

MFS Total Return Portfolio

$6,482,862

MFS Value Portfolio

$12,678,041

Morgan Stanley EAFE Index Portfolio

$2,010,579

Neuberger Berman Genesis Portfolio

$5,927,509

Neuberger Berman Mid Cap Value Portfolio

$4,158,289

Oppenheimer Global Equity Portfolio

$3,630,825

Russell 2000 Index Portfolio

$1,377,708

T. Rowe Price Large Cap Growth Portfolio

$4,662,212

T. Rowe Price Small Cap Growth Portfolio

$2,232,252

Van Eck Global Natural Resources Portfolio

$3,942,261

B-6

Portfolio

Advisory Fees Paid

Western Asset Management Strategic Bond Opportunities Portfolio

$3,918,847

Western Asset Management U.S. Government Portfolio

$9,771,994

Zenith Equity Portfolio

N/A

B-7

Appendix C

The table below sets forth the date of each ExistingCurrent Advisory Agreement, the date on which 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.

 

Portfolio

  Date of
ExistingCurrent
Advisory
Agreement		 Date
Agreement was
was Last
Approved
by Board		 Date
Existing Current
Advisory
Agreement was
Last
Submitted
To
to Shareholders		 

Purpose of why
Submitting
Current
Advisory
Agreement
was Submitted to
Shareholders

Artio International StockAB Global Dynamic Allocation Portfolio  February 5,
2004		  November 17,
2011		  April 27,
2001		  Shareholder approval in connection with retaining the Manager as the Portfolio’s investment adviser

Barclays Capital Aggregate Bond Index

Allianz Global Investors Dynamic Multi-Asset Plus Portfolio

  May 1,
2001		  November 17,
2011		  April 27,
2001		  Shareholder approval in connection with retaining the Manager as the Portfolio’s investment adviser

BlackRock Aggressive

GrowthAmerican Funds® Balanced Allocation Portfolio

  January 31,
2005		  November 17,
2011		  January 18,
2005		  Amendment of advisory agreement to allow the delegation of portfolio management duties to one or more subadvisers
American Funds® Growth Allocation Portfolio
American Funds® Growth Portfolio
American Funds® Moderate Allocation Portfolio
AQR Global Risk Balanced Portfolio
Baillie Gifford International Stock Portfolio
BlackRock Bond Income Portfolio  May 1,
2003		  November 17,
2011		  April 27,
2001		  Shareholder approval in connection with retaining the Manager as the Portfolio’s investment adviser
BlackRock Capital Appreciation Portfolio
BlackRock Global Tactical Strategies Portfolio
BlackRock High Yield Portfolio
BlackRock Large Cap Value Portfolio
BlackRock Ultra-Short Term Bond Portfolio
Clarion Global Real Estate Portfolio

 

C-11

Portfolio

Date of
Existing
Advisory
Agreement		Date
Agreement
was Last
Approved
by Board		Date
Existing
Advisory
Agreement
Last
Submitted
To
Shareholders

Purpose of why
Advisory Agreement
was Submitted to
Shareholders

BlackRock Diversified

Portfolio

January 31,
2005		November 17,
2011		January 18,
2005		Amendment of advisory agreement to allow the delegation of portfolio management duties to one or more subadvisers

BlackRock Large Cap

Value Portfolio

January 31,
2005		November 17,
2011		January 18,
2005		Amendment of advisory agreement to allow the delegation of portfolio management duties to one or more subadvisers
BlackRock Legacy Large Cap Growth PortfolioMay 1,
2004		November 17,
2011		April 27,
2001		Shareholder approval in connection with retaining the Manager as the Portfolio’s investment adviser
BlackRock Money Market PortfolioMay 1,
2010		November 17,
2011		March 19,
2010		Amendment of advisory agreement to change fee schedule
Davis Venture Value PortfolioMay 1,
2003		November 17,
2011		October 31,
1994		Initial shareholder approval at Portfolio’s inception

C-2

Portfolio

    Date of
ExistingCurrent
Advisory
Agreement		 Date
Agreement was
was Last
Approved
by Board		 Date
Existing Current
Advisory
Agreement was
Last
Submitted
To
to Shareholders		 

Purpose of why
Submitting
Current
Advisory
Agreement
was Submitted to
Shareholders

FI Value LeadersClearBridge Aggressive Growth Portfolio    May 1,
2003		    November 17,
2011		    October 15,
1999		    Amendment of advisory agreement to change fee schedule
Frontier Mid Cap Growth Portfolio
Goldman Sachs Mid Cap Value Portfolio
Harris Oakmark International Portfolio
Invesco Balanced-Risk Allocation Portfolio
Invesco Comstock Portfolio
Invesco Mid Cap Value Portfolio
Invesco Small Cap Growth Portfolio
Jennison Growth Portfolio    May 1,
2003		    November 17,
2011		    May 1,
2002		    Initial shareholder approval at Portfolio’s inception
JPMorgan Core Bond Portfolio
JPMorgan Global Active Allocation Portfolio
JPMorgan Small Cap Value Portfolio
Loomis Sayles Global Markets Portfolio
Loomis Sayles Small Cap Core Portfolio    May 1,
2003		    November 17,
2011		    April 10,
1995		    Shareholder approval in connection with retaining the Manager as the Portfolio’s investment adviser
Loomis Sayles Small Cap Growth Portfolio    May 1,
2001		    November 17,
2011		    May 1,
2001		    Initial shareholder approval at Portfolio’s inception
Met/Aberdeen Emerging Markets Equity Portfolio
Met/Artisan International Portfolio
Met/Artisan Mid Cap Value Portfolio    May 1,
2009		    November 17,
2011		    April 30,
2009		    Amendment of advisory agreement to change fee schedule
Met/Dimensional International Small Company Portfolio    October 30,
2008		    November 17,
2011		    October 30,
2008		    Initial shareholder approval at Portfolio’s inception
Met/Eaton Vance Floating Rate Portfolio

2

PortfolioDate of
Current
Advisory
Agreement		Date
Agreement was
Last Approved
by Board		Date Current
Advisory
Agreement was
Last Submitted
to Shareholders		Purpose of
Submitting
Current
Advisory
Agreement to
Shareholders
Met/Franklin Low Duration Total Return Portfolio
Met/Templeton International Bond Portfolio
Met/Wellington Balanced Portfolio
Met/Wellington Core Equity Opportunities Portfolio
Met/Wellington Large Cap Research Portfolio
MetLife Conservative AllocationAggregate Bond Index Portfolio    May 1,
2005		    November 17,
2011		    May 1,
2005		    Initial shareholder approval at Portfolio’s inception
MetLife Conservative to ModerateAsset Allocation 100 Portfolio    May 1,
2005		    November 17,
2011		    May 1,
2005		    Initial shareholder approval at Portfolio’s inception
MetLife Asset Allocation 20 Portfolio
MetLife Asset Allocation 40 Portfolio
MetLife Asset Allocation 60 Portfolio
MetLife Asset Allocation 80 Portfolio
MetLife Balanced Plus Portfolio
MetLife Mid Cap Stock Index Portfolio    May 1,
2001		    November 17,
2011		April 27,
2001		Shareholder approval in connection with retaining the Manager as the Portfolio’s investment adviser

C-3

Portfolio

Date of
Existing
Advisory
Agreement		Date
Agreement
was Last
Approved
by Board		Date
Existing
Advisory
Agreement
Last
Submitted
To
Shareholders

Purpose of why
Advisory Agreement
was Submitted to
Shareholders

MetLife Moderate Allocation PortfolioMay 1,
2005		November 17,
2011		May 1,
2005		Initial shareholder approval at Portfolio’s inception
MetLife Moderate to Aggressive AllocationMulti-Index Targeted Risk Portfolio    May 1,
2005		    November 17,
2011		    May 1,
2005		    Initial shareholder approval at Portfolio’s inception
MetLife Small Cap Value Portfolio
MetLife Stock Index Portfolio    May 1,
2001		    November 17,
2011		    April 27,
2001		    Shareholder approval in connection with retaining the Manager as the Portfolio’s investment adviser
MFS® Total Return Research International Portfolio    May 1,
2003		    November 17,
2011		    April 28,
2006		    Amendment of advisory agreement to change fee schedule
MFS® Value Total Return Portfolio    May 1,
2001		    November 17,
2011		    April 27,
2001		    Shareholder approval in connection with retaining the Manager as the Portfolio’s investment adviser
MFS® Value Portfolio
Morgan Stanley Mid Cap Growth Portfolio

3

PortfolioDate of
Current
Advisory
Agreement		Date
Agreement was
Last Approved
by Board		Date Current
Advisory
Agreement was
Last Submitted
to Shareholders		Purpose of
Submitting
Current
Advisory
Agreement to
Shareholders
MSCI EAFE® Index Portfolio    May 1,
2001		    November 17,
2011		    April 27,
2001		    Shareholder approval in connection with retaining the Manager as the Portfolio’s investment adviser
Neuberger Berman Genesis Portfolio    January 31,
2005		    November 17,
2011		    January 18,
2005		    Amendment of advisory agreement to allow the delegation of portfolio management duties to one or more subadvisers
Neuberger Berman Mid Cap ValueOppenheimer Global Equity Portfolio    May 1,
2001		    November 17,
2011		April 27,
2001		Shareholder approval in connection with retaining the Manager as the Portfolio’s investment adviser

C-4

Portfolio

Date of
Existing
Advisory
Agreement		Date
Agreement
was Last
Approved
by Board		Date
Existing
Advisory
Agreement
Last
Submitted
To
Shareholders

Purpose of why
Advisory Agreement
was Submitted to
Shareholders

OppenheimerPanAgora Global EquityDiversified Risk Portfolio    May 1,
2001		    November 17,
2011		    April 27,
2001		    Shareholder approval in connection with retaining the Manager as the Portfolio’s investment adviser
PIMCO Inflation Protected Bond Portfolio
PIMCO Total Return Portfolio
Pyramis® Government Income Portfolio
Pyramis® Managed Risk Portfolio
Russell 2000® Index Portfolio    May 1,
2001		    November 17,
2011		    April 27,
2001		    Shareholder approval in connection with retaining the Manager as the Portfolio’s investment adviser
Schroders Global Multi-Asset Portfolio
SSGA Growth and Income ETF Portfolio
SSGA Growth ETF Portfolio
T. Rowe Price Large Cap Growth Portfolio    May 1,
2001		    November 17,
2011		    April 27,
2001		    Shareholder approval in connection with retaining the Manager as the Portfolio’s investment adviser
T. Rowe Price Large Cap Value Portfolio
T. Rowe Price Mid Cap Growth Portfolio
T. Rowe Price Small Cap Growth Portfolio    May 1,
2001		    November 17,
2011		    April 27,
2001		    Shareholder approval in connection with retaining the Manager as the Portfolio’s investment adviser

TCW Core Fixed Income Portfolio

Van Eck Global

Natural Resources Portfolio

    October 30,
2008		    November 17,
2011		    October 30,
2008		    Initial shareholder approval at Portfolio’s inception
Western Asset Management Strategic Bond Opportunities Portfolio    May 1,
2003		    November 17,
2011		    October 31,
1994		    Initial shareholder approval at Portfolio’s inception
Western Asset Management U.S. Government Portfolio    May 1,
2003		    November 17,
2011		    October 31,
1994		    Initial shareholder approval at Portfolio’s inception

 

C-54

Appendix B

FORMS OF ADVISORY AGREEMENTS

For the fund-of-funds Portfolios of Brighthouse Funds Trust I: the American Funds Balanced Allocation Portfolio, American Funds Growth Allocation Portfolio, American Funds Moderate Allocation Portfolio, Brighthouse Asset Allocation 100 Portfolio, Brighthouse Balanced Plus Portfolio, and MetLife Multi-Index Targeted Risk Portfolio.

FORM OF MANAGEMENT AGREEMENT

(BRIGHTHOUSE FUNDS TRUST I)

MANAGEMENT AGREEMENT

,

Brighthouse Investment Advisers, LLC

One Financial Center

Boston, Massachusetts 02111

Ladies and Gentlemen:

Brighthouse Funds Trust I (the “Trust”), a Delaware trust created pursuant to an Agreement and Declaration of Trust, herewith confirms its agreement with Brighthouse Investment Advisers, LLC, a Delaware limited liability company (the “Manager”), as follows:

1.        Investment Description; Appointment

The Trust desires to employ its capital by investing and reinvesting in investments of the kind and in accordance with the limitations specified in its Agreement and Declaration of Trust, as amended from time to time, and in its registration statement filed with the Securities and Exchange Commission (“SEC”) on Form N-1A, as amended from time to time (the “Registration Statement”), and in such manner and to such extent as may from time to time be approved by the Board of Trustees. The Trust has designated certain separate investment portfolios set forth in Schedule A. The Trust may in the future designate additional separate investment portfolios. Such existing and future portfolios are hereinafter referred to as the “Portfolios.” Copies of the Registration Statement and the Trust’s Agreement and Declaration of Trust, as amended, have been or will be submitted to the Manager. The Manager is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (“1940 Act”) and is engaged in the business of rendering investment advisory services to registered investment companies. The Trust desires to employ the Manager to act as its investment manager and adviser on behalf of the Portfolios specified in Schedule A. The Manager accepts this appointment and agrees to furnish the services described herein for the compensation set forth below. The Manager will be an independent contractor and will have no authority to act for or represent the Trust in any way or otherwise be deemed an agent unless expressly authorized by this Agreement or another writing signed by the Trust and the Manager.

2.        Duties of Manager

a.        Subject to the general supervision and control of the Trustees of the Trust and under the terms and conditions set forth in this Agreement, the Manager will manage the investment operations and composition of each Portfolio and render investment advice for each Portfolio, including the purchase, retention, and disposition of the investments, securities and cash contained in each Portfolio, in accordance with each Portfolio’s investment objectives, policies and restrictions as stated in the Trust’s Agreement and Declaration of Trust, By-Laws, and such Trust’s Prospectus, Statement of Additional Information (“SAI”) and Compliance Manual, as is from time to time in effect.

b.        As part of the advisory services it will provide hereunder, the Manager will:

(i)        obtain and evaluate, to the extent deemed necessary and advisable by the Manager in its discretion, pertinent economic, statistical, financial, and other information affecting the economy generally and individual companies or industries, the securities of which are directly or indirectly included in the Portfolios or are under consideration for inclusion in the Portfolios;

(ii)        formulate and implement a continuous investment program for the Portfolios, which may consist of investing the assets of one or more of the Portfolios in other registered investment companies;

(iii)        take whatever steps are necessary to implement the investment program for the Portfolios by arranging for the purchase and sale of securities and other investments, including issuing directives to the administrator of the Trust as necessary for the appropriate implementation of the investment program of the Portfolios;

(iv)        keep the Trustees of the Trust fully informed in writing on an ongoing basis of all material facts concerning the investment and reinvestment of the assets in the Portfolios, its key investment personnel and operations, make regular and periodic special written reports of such additional information concerning the same as may reasonably be requested from time to time by the Trustees of the Trust;

(v)        in accordance with procedures and methods established by the Trustee of the Trust, which may be amended from time to time, provide assistance in determining the fair value of all securities and other investments/assets in the Portfolios, as necessary, and use reasonable efforts to arrange for the provision of valuation information or a price(s) from a party(ies) independent of the Manager for each security or other investment/asset in the Portfolios for which market prices are not readily available;

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(vi)        cooperate with and provide reasonable assistance to the Trust’s administrator, the Trust’s custodian and foreign custodians, the Trust’s transfer agent and pricing agents and all other agents and representatives of the Trust, keep all such persons fully informed as to such matters as they may reasonably deem necessary to the performance of their obligations to the Trust, provide prompt response to reasonable requests made by such persons and maintain any appropriate interfaces with each so as to promote the efficient exchange of information.

b.        The Manager will furnish to the Trust such statistical information, with respect to the investments that a Portfolio may hold or contemplate purchasing, as the Trust may reasonably request. The Manager also agrees to furnish to third-party data reporting services all currently available standardized performance information and other customary data.

c.        Subject to the supervision and direction of the Board of Trustees of the Trust, the Manager, at its own expense, will also supply the Trust with (i) office facilities (which may be in the Manager’s own offices), and (ii) necessary executive and other personnel, including personnel for the performance of clerical and other office functions, exclusive of those functions: (a) related to and to be performed under the Trust’s contract or contracts for administration, custodial, accounting, bookkeeping, transfer, and dividend disbursing agency or similar services by any entity, including the Manager or its affiliates, selected to perform such services under such contracts; and (b) related to the services to be provided by any investment adviser pursuant to a contract with such investment adviser; and (iii) other information and services required in connection with the preparation of all registration statements and prospectuses, prospectus supplements, statements of additional information, all annual, semiannual, and periodic reports to shareholders of the Trust, regulatory authorities, or others, and all notices and proxy solicitation materials, furnished to shareholders of the Trust or regulatory authorities, and all tax returns, except for (a) services of outside counsel or independent accountants or (b) services to be provided by any investment adviser under any contract with such investment adviser.

d.        Subject to the appropriate policies and procedures approved by the Board of Trustees, the Manager may, to the extent authorized by Section 28(e) of the Securities Exchange Act of 1934, cause a Portfolio to pay a broker or dealer that provides brokerage or research services to the Manager, an investment adviser, the Trust and the Portfolio an amount of commission for effecting a Portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Manager determines, in good faith, that such amount of commission is reasonable in relationship to the value of such brokerage or research services provided in terms of that particular transaction or the Manager’s overall responsibilities to the Portfolio, the Trust or its other investment advisory clients. To the extent authorized by said Section 28(e) and the Board of Trustees, the Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of such action. In addition, subject to seeking

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“best execution” and in compliance with the Conduct Rules of the National Association of Securities Dealers, Inc., the Manager may also consider sales of shares of the Trust as a factor in the selection of brokers and dealers.

e.        Subject to the requirement to seek best price and execution, and to the appropriate policies and procedures approved by the Board of Trustees, the Trust reserves the right to direct the Manager effect transactions in a Portfolio’s securities through broker-dealers in a manner that will help generate resources to pay the cost of certain expenses which the Trust is required to pay or for which the Trust is required to arrange payment pursuant to this Agreement.

f.        The services of the Manager to the Trust hereunder are not to be deemed exclusive, and the Manager shall be free to render similar services to others and to engage in other activities, so long as the services rendered to the Trust are not impaired.

3.        Delegation of Manager’s Duties as Investment Adviser

With respect to any or all of the Portfolios, the Manager may contract with one or more investment advisers (“Advisers”) to carry out any and all of its duties specified in Paragraph 2 of this Agreement, provided that any contract with an Adviser (an “Advisory Agreement”) imposes on the Adviser all the duties and conditions to which Manager is subject by Paragraph 2 of this Agreement, and further provided that each Advisory Agreement meets all requirements of the 1940 Act and rules thereunder.

4.        Compensation

In consideration of services rendered pursuant to this Agreement, the Trust will pay the Manager a fee at the respective annual rates of the value of each Portfolio’s average daily net assets set forth in Schedule A hereto as such schedule may be amended from time to time. Such fees shall be accrued daily and paid monthly as soon as practicable after the end of each month. If the Manager shall serve for less than the whole of any month, the foregoing compensation shall be prorated. For the purpose of determining fees payable to the Manager, the value of the Portfolios’ net assets shall be computed at the times and in the manner specified from time to time in the Registration Statement.

5.        Expenses

The Trust shall pay all expenses other than those expressly assumed by the Manager herein, which expenses payable by the Trust shall include, but are not limited to:

a.Fees to the Manager;

b.Charges to the services and expenses of the independent accountants and legal counsel retained by the Trust, for itself and its independent trustees;

c.Fees and expenses related to the registration and qualification of the Trust and its shares for distribution under federal and state securities laws;

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d.Expenses of the Trust’s administrator, transfer agent, registrar, custodian, dividend disbursing agent, and shareholder servicing agent;

e.Salaries, fees and expenses of Trustees and executive officers of the Trust who are not “affiliated persons” of the Manager or the Advisers within the meaning of the 1940 Act;

f.Taxes (including the expenses related to preparation of tax returns) and corporate or other fees levied against the Trust;

g.Brokerage commissions and other expenses associated with the purchase and sale of portfolio securities for the Trust;

h.Expenses, including interest, of borrowing money;

i.Expenses incidental to meetings of the Trust’s shareholders, Board of Trustees and the maintenance of the Trust’s organizational existence;

j.Expenses of printing certificates representing shares of the Trust and expenses of preparing, printing and mailing notices, proxy material, reports to regulatory bodies, and reports to shareholders of the Trust;

k.Expenses of preparing and typesetting of prospectuses of the Trust;

l.Expenses of printing and distributing prospectuses to direct or beneficial shareholders of the Trust;

m.Association membership dues;

n.Premiums for fidelity insurance, directors and officers liability insurance and other insurance coverage;

o.Charges of an independent pricing service to value the Portfolios’ assets;

p.Expenses related to the purchase or redemption of the Trust’s shares; and

q.Such nonrecurring expenses as may arise, including those associated with actions, suits, or proceedings to which the Trust is a party and arising from any legal obligation which the Trust may have to indemnify its officers and Trustees with respect thereto.

6.        Use of Name

The Manager hereby consents to the Trust being named the Brighthouse Funds Trust I. The Trust shall not use the name “Brighthouse Funds Trust I”, “Brighthouse”, and any of the other names of the Manager or its affiliated companies and any derivative or logo or trade or service mark thereof, or disclose information related to the business of the Manager or any

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of its affiliates in any prospectus, sales literature or other material relating to the Trust in any manner not approved prior thereto by the Manager; provided, however, that the Manager shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld. The Manager shall not use the name of the Trust or any of its affiliates in any material relating to the Manager in any manner not approved prior thereto by the Trust; provided, however, that the Trust shall approve all uses of its name which merely refer in accurate terms to the appointment of the Manager hereunder or which are required by the SEC or a state securities commission; and, provided, further, that in no event shall such approval be unreasonably withheld.

The Trust recognizes that from time to time directors, officers and employees of the Manager may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name “Brighthouse”, or any derivative or abbreviation thereof as part of their name, and that the Manager or its affiliates may enter into investment advisory, administration or other agreements with such other entities.

Unless provided in any other agreement between the Trust and the Manager, upon termination of this Agreement for any reason, the Trust shall cease within 30 days all use of the name and mark “Brighthouse Funds Trust I.”

7.        Records

The records relating to the services provided under this Agreement shall be the property of the Trust and shall be under its control; however, the Trust shall furnish to the Manager such records and permit it to retain such records (either in original or in duplicate form) as it shall reasonably require in order to carry out its duties. In the event of the termination of this Agreement, such records shall promptly be returned to the Trust by the Manager free from any claim or retention of rights therein. The Manager shall keep confidential any information obtained in connection with its duties hereunder and disclose such information only if the Trust has authorized such disclosure or if such disclosure is expressly required or lawfully requested by applicable federal or state regulatory authorities.

8.        Standard of Care

The Manager shall exercise its best judgment in rendering the services hereunder. The Manager shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with the matters to which this Agreement relates, provided that nothing herein shall be deemed to protect or purport to protect the Manager against liability to the Trust or to the shareholders of the Trust to which the Manager would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or by reason of the Manager’s reckless disregard of its obligations and duties under this Agreement.

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9.        Term

This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, for a period of one year from the date hereof and indefinitely thereafter provided that its continuance after such one year period as to each Portfolio shall be specifically approved at least annually by vote of a majority of the outstanding voting securities of such Portfolio or by vote of a majority of the Trust’s Board of Trustees; and further provided that such continuance is also approved annually by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of the Trust or the Manager. This Agreement may be terminated as to any Portfolio at any time, without payment of any penalty, by the Trust’s Board of Trustees or by a vote of majority of the outstanding voting securities of such Portfolio upon 60 days’ prior written notice to the Manager, or by the Manager upon 90 days’ prior written notice to the Trust, or upon such shorter notice as may be mutually agreed upon. This Agreement may be amended at any time by the Manager and the Trust, subject to approval by the Trust’s Board of Trustees and, if required by applicable SEC rules and regulations, a vote of a majority of the Trust’s outstanding voting securities. This Agreement shall terminate automatically and immediately in the event of its assignment. The terms “assignment” and “vote of a majority of the outstanding voting securities” shall have the meaning set forth for such terms in the 1940 Act.

10.        Limitation of Trust’s Liability

The Manager acknowledges that it has received notice of and accepts the limitations upon the Trust’s liability set forth in its Agreement and Declaration of Trust. The Manager agrees that the Trust’s obligations hereunder in any case shall be limited to the Trust and to its assets and that the Manager shall not seek satisfaction of any such obligation from the shareholders of the Trust nor from any Trustee, officer, employee or agent of the Trust.

11.        Force Majeure

The Manager shall not be liable for delays or errors occurring by reason of circumstances beyond its control, including but not limited to acts of civil or military authority, national emergencies, work stoppages, fire, flood, catastrophe, acts of God, insurrection, war, riot, or failure of communication or power supply. In the event of equipment breakdowns beyond its control, the Manager shall take reasonable steps to minimize service interruptions but shall have no liability with respect thereto.

12.        Severability

If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.

13.        Interpretation

Nothing herein contained shall be deemed to require the Trust to take any action contrary to its Declaration of Trust or By-Laws as the same may from time to time be

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amended, or any applicable statutory or regulatory requirements to which it is subject or by which it is bound, or to relieve or deprive the Trustees of their responsibility for and control of the conduct of the affairs of the Trust.

14.        Miscellaneous

This Agreement constitutes the full and complete agreement of the parties hereto with respect to the subject matter hereof. Each party agrees to perform such further actions and execute such further documents as are necessary to effectuate the purposes hereof. This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Delaware and the applicable provisions of the 1940 Act. The captions in this Agreement are included for convenience only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. This Agreement may be executed in several counterparts, all of which together shall for all purposes constitute one Agreement, binding on all the parties.

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If the foregoing is in accordance with your understanding, kindly indicate your acceptance hereof by signing and returning to us the enclosed copy hereof.

Very truly yours,
BRIGHTHOUSE FUNDS TRUST I
By:

Kristi Slavin
President and Chief Executive Officer

Accepted:

BRIGHTHOUSE INVESTMENT ADVISERS, LLC

By:

Alan C. Leland
Chief Financial Officer and Treasurer

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SCHEDULE A

PortfolioPercentage of average daily net assets
American Funds Balanced Allocation Portfolio0.10% of first $500 million of such assets plus 0.075% of such assets over $500 million up to $1 billion plus 0.05% of such assets over $1 billion
American Funds Growth Allocation Portfolio0.10% of first $500 million of such assets plus 0.075% of such assets over $500 million up to $1 billion plus 0.05% of such assets over $1 billion
American Funds Moderate Allocation Portfolio0.10% of first $500 million of such assets plus 0.075% of such assets over $500 million up to $1 billion plus 0.05% of such assets over $1 billion
Brighthouse Asset Allocation 100 Portfolio0.10% of first $500 million of such assets plus 0.075% of such assets over $500 million up to $1 billion plus 0.05% of such assets over $1 billion
Brighthouse Balanced Plus Portfolio

Base Portion*

0.10% on first $500 million of such assets plus 0.075% on such assets over $500 million up to $1 billion plus 0.05% on such assets over $1 billion

Overlay Portion*

0.725% of the first $250 million of such assets plus 0.700% on such assets over $250 million up to $750 million plus 0.675% on such assets over $750 million up to $1 billion plus 0.650% on such assets over $1 billion

*These terms have the definition given to them in the Portfolio’s prospectus.

MetLife Multi-Index Targeted Risk Portfolio

Base Portion*

0.070% of the first $500 million of such assets, plus 0.060% of such assets over $500 million up to $1 billion, plus 0.050% of such assets over $1 billion

PortfolioPercentage of average daily net assets

Overlay Portion*

0.500% of the first $250 million of such assets, plus 0.485% of such assets over $250 million up to $500 million, plus 0.470% of such assets over $500 million up to $1 billion, plus 0.450% of such assets over $1 billion

*These terms have the definitions given to them in the Portfolio’s prospectus.

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For all Portfolios except the fund-of-fund Portfolios of Brighthouse Funds Trust I: the American Funds Balanced Allocation Portfolio, American Funds Growth Allocation Portfolio, American Funds Moderate Allocation Portfolio, Brighthouse Asset Allocation 100 Portfolio, Brighthouse Balanced Plus Portfolio, and MetLife Multi-Index Targeted Risk Portfolio.

FORM OF MANAGEMENT AGREEMENT

(BRIGHTHOUSE FUNDS TRUST I)

MANAGEMENT AGREEMENT

,

Brighthouse Investment Advisers, LLC

One Financial Center

Boston, Massachusetts 02111

Ladies and Gentlemen:

Brighthouse Funds Trust I (the “Trust”), a Delaware trust created pursuant to an Agreement and Declaration of Trust, herewith confirms its agreement with Brighthouse Investment Advisers, LLC, a Delaware limited liability company (the “Manager”), as follows:

1.        Investment Description; Appointment

The Trust desires to employ its capital by investing and reinvesting in investments of the kind and in accordance with the limitations specified in its Agreement and Declaration of Trust, as amended from time to time, and in its registration statement filed with the Securities and Exchange Commission (“SEC”) on Form N-1A, as amended from time to time (the “Registration Statement”), and in such manner and to such extent as may from time to time be approved by the Board of Trustees. The Trust has designated the separate investment portfolios set forth in Schedule A. The Trust may in the future designate additional separate investment portfolios. Such existing and future portfolios are hereinafter referred to as the “Portfolios.” Copies of the Registration Statement and the Trust’s Agreement and Declaration of Trust, as amended, have been or will be submitted to the Manager. The Manager is registered as an investment adviser under the Investment Advisers Act of 1940, as amended, (“1940 Act”) and is engaged in the business of rendering investment advisory services to registered investment companies. The Trust desires to employ the Manager to act as its investment manager. The Manager accepts this appointment and agrees to furnish the services described herein for the compensation set forth below. The Manager will be an independent contractor and will have no authority to act for or represent the Trust in any way or otherwise be deemed an agent unless expressly authorized by this Agreement or another writing signed by the Trust and the Manager.

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2.        Services as Manager

a.        Subject to the supervision and direction of the Board of Trustees of the Trust, the Trust acknowledges and agrees that the Manager may, at its own expense, select a person or persons to act as investment adviser (an “Adviser”) to render investment advice to each of the Portfolios. Each such Adviser shall make all determinations with respect to the Portfolio’s assets for which it has responsibility in accordance with the Portfolio’s investment objectives, policies, and restrictions as stated in the Trust’s Agreement and Declaration of Trust, By-Laws, and the Registration Statement as from time to time in effect; provided, that any contract with an Adviser (an “Advisory Agreement”) shall be in compliance with and approved as required by the Investment Company Act of 1940, as amended (the “1940 Act”) or as otherwise permitted by the SEC.

b.        Subject to the supervision and direction of the Trustees of the Trust, the Manager will have (i) overall supervisory responsibility for the general management and investment of each Portfolio’s assets; (ii) full discretion to select new or additional Advisers for each Portfolio; (iii) full discretion to enter into and materially modify existing Advisory Agreements with Advisers; (iv) full discretion to terminate and replace any Adviser; and (v) full investment discretion to make all determinations with respect to the investment of a Portfolio’s assets not then managed by an Adviser. In connection with the Manager’s responsibilities herein, the Manager will assess each Portfolio’s investment focus and will seek to implement decisions with respect to the allocation and reallocation of each Portfolio’s assets among one or more current or additional Advisers from time to time, as the Manager deems appropriate, to enable each Portfolio to achieve its investment goals. In addition, the Manager will monitor compliance of each Adviser with the investment objectives, policies, and restrictions of any Portfolio or Portfolios (or portions of any Portfolio) under the management of such Adviser, and review and report to the Trustees of the Trust on the performance of each Adviser. The Manager will furnish, or cause the appropriate Adviser(s) to furnish, to the Trust such statistical information, with respect to the investments that a Portfolio (or portions of any Portfolio) may hold or contemplate purchasing, as the Trust may reasonably request. On the Manager’s own initiative, the Manager will apprise, or cause the appropriate Adviser(s) to apprise, the Trust of important developments materially affecting each Portfolio (or any portions of a Portfolio that they advise) and will furnish the Trust, from time to time, with such information as may be appropriate for this purpose. Further, the Manager agrees to furnish, or cause the appropriate Adviser(s) to furnish, to the Trustees of the Trust such periodic and special reports as the Trustees of the Trust may reasonably request. In addition, the Manager agrees to cause the appropriate Adviser(s) to furnish to third-party data reporting services all currently available standardized performance information and other customary data.

c.        Subject to the supervision and direction of the Board of Trustees of the Trust, the Manager, at its own expense, will also supply the Trust with (i) office facilities (which may be in the Manager’s own offices), and (ii) necessary executive and other personnel, including personnel for the performance of clerical and other office functions, exclusive of those functions: (a) related to and to be performed under the Trust’s contract or

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contracts for administration, custodial, accounting, bookkeeping, transfer, and dividend disbursing agency or similar services by any entity, including the Manager or its affiliates, selected to perform such services under such contracts; and (b) related to the services to be provided by any Adviser pursuant to an Advisory Agreement; and (iii) other information and services required in connection with the preparation of all registration statements and prospectuses, prospectus supplements, statements of additional information, all annual, semiannual, and periodic reports to shareholders of the Trust, regulatory authorities, or others, and all notices and proxy solicitation materials, furnished to shareholders of the Trust or regulatory authorities, and all tax returns, except for (a) services of outside counsel or independent accountants or (b) services to be provided by any Adviser under any Advisory Agreement.

d.        Subject to the requirement to seek best price and execution, and to the appropriate policies and procedures approved by the Board of Trustees, the Trust reserves the right to direct the Manager to cause Advisers to effect transactions in portfolio securities through broker-dealers in a manner that will help generate resources to: (i) pay the cost of certain expenses which the Trust is required to pay or for which the Trust is required to arrange payment pursuant to this Agreement; or (ii) finance activities that are primarily intended to result in the sale of Trust shares. At the discretion of the Board of Trustees, such resources may be used to pay or cause the payment of Trust expenses or may be used to finance activities that are primarily intended to result in the sale of Trust shares.

e.        The services of the Manager to the Trust hereunder are not to be deemed exclusive, and the Manager shall be free to render similar services to others and to engage in other activities, so long as the services rendered to the Trust are not impaired.

3.        Compensation

In consideration of services rendered pursuant to this Agreement, the Trust will pay the Manager a fee at the respective annual rates of the value of each Portfolio’s average daily net assets set forth in Schedule A hereto as such schedule may be amended from time to time. Such fees shall be accrued daily and paid monthly as soon as practicable after the end of each month. If the Manager shall serve for less than the whole of any month, the foregoing compensation shall be prorated. For the purpose of determining fees payable to the Manager, the value of the Portfolios’ net assets shall be computed at the times and in the manner specified from time to time in the Registration Statement.

4.        Expenses

The Trust shall pay all expenses other than those expressly assumed by the Manager herein, which expenses payable by the Trust shall include, but are not limited to:

a.Fees to the Manager;

b.Charges for the services and expenses of the independent accountants and legal counsel retained by the Trust, for itself and its independent trustees;

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c.Fees and expenses related to the registration and qualification of the Trust and its shares for distribution under federal and state securities laws;

d.Expenses of the Trust’s administrator, transfer agent, registrar, custodian, dividend disbursing agent, and shareholder servicing agent;

e.Salaries, fees and expenses of Trustees and executive officers of the Trust who are not “affiliated persons” of the Manager or the Advisers within the meaning of the 1940 Act;

f.Taxes (including the expenses related to preparation of tax returns) and corporate or other fees levied against the Trust;

g.Brokerage commissions and other expenses associated with the purchase and sale of portfolio securities for the Trust;

h.Expenses, including interest, of borrowing money;

i.Expenses incidental to meetings of the Trust’s shareholders, Board of Trustees and the maintenance of the Trust’s organizational existence;

j.Expenses of printing certificates representing shares of the Trust and expenses of preparing, printing and mailing notices, proxy material, reports to regulatory bodies, and reports to shareholders of the Trust;

k.Expenses of preparing and typesetting of prospectuses of the Trust;

l.Expenses of printing and distributing prospectuses to direct or beneficial shareholders of the Trust;

m.Association membership dues;

n.Premiums for fidelity insurance, directors and officers liability insurance and other insurance coverage;

o.Charges of an independent pricing service to value the Portfolios’ assets;

p.Expenses related to the purchase or redemption of the Trust’s shares; and

q.Such nonrecurring expenses as may arise, including those associated with actions, suits, or proceedings to which the Trust is a party and arising from any legal obligation which the Trust may have to indemnify its officers and Trustees with respect thereto.

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5.        Use of Name

The Manager hereby consents to the Trust being named the Brighthouse Funds Trust I. The Trust shall not use the name “Brighthouse Funds Trust I”, “Brighthouse”, and any of the other names of the Manager or its affiliated companies and any derivative or logo or trade or service mark thereof, or disclose information related to the business of the Manager or any of its affiliates in any prospectus, sales literature or other material relating to the Trust in any manner not approved prior thereto by the Manager; provided, however, that the Manager shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld. The Manager shall not use the name of the Trust or any of its affiliates in any material relating to the Manager in any manner not approved prior thereto by the Trust; provided, however, that the Trust shall approve all uses of its name which merely refer in accurate terms to the appointment of the Manager hereunder or which are required by the SEC or a state securities commission; and, provided, further, that in no event shall such approval be unreasonably withheld.

The Trust recognizes that from time to time directors, officers and employees of the Manager may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name “Brighthouse”, or any derivative or abbreviation thereof as part of their name, and that the Manager or its affiliates may enter into investment advisory, administration or other agreements with such other entities.

Upon termination of this Agreement for any reason, the Trust shall cease within 30 days all use of the name and mark “Brighthouse Funds Trust I.”

6.        Records

The records relating to the services provided under this Agreement shall be the property of the Trust and shall be under its control; however, the Trust shall furnish to the Manager such records and permit it to retain such records (either in original or in duplicate form) as it shall reasonably require in order to carry out its duties. In the event of the termination of this Agreement, such records shall promptly be returned to the Trust by the Manager free from any claim or retention of rights therein. The Manager shall keep confidential any information obtained in connection with its duties hereunder and disclose such information only if the Trust has authorized such disclosure or if such disclosure is expressly required or lawfully requested by applicable federal or state regulatory authorities.

7.        Standard of Care

The Manager shall exercise its best judgment in rendering the services hereunder. The Manager shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with the matters to which this Agreement relates, provided that nothing herein shall be deemed to protect or purport to protect the Manager against

7

liability to the Trust or to the shareholders of the Trust to which the Manager would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or by reason of the Manager’s reckless disregard of its obligations and duties under this Agreement.

8.        Term

This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, for a period of one year from the date hereof and indefinitely thereafter provided that its continuance after such one year period as to each Portfolio shall be specifically approved at least annually by vote of a majority of the outstanding voting securities of such Portfolio or by vote of a majority of the Trust’s Board of Trustees; and further provided that such continuance is also approved annually by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of the Trust or the Manager. This Agreement may be terminated as to any Portfolio at any time, without payment of any penalty, by the Trust’s Board of Trustees or by a vote of a majority of the outstanding voting securities of such Portfolio upon 60 days’ prior written notice to the Manager, or by the Manager upon 90 days’ prior written notice to the Trust, or upon such shorter notice as may be mutually agreed upon. This Agreement may be amended at any time by the Manager and the Trust, subject to approval by the Trust’s Board of Trustees and, if required by applicable SEC rules and regulations, a vote of a majority of the Trust’s outstanding voting securities. This Agreement shall terminate automatically and immediately in the event of its assignment. The terms “assignment” and “vote of a majority of the outstanding voting securities” shall have the meaning set forth for such terms in the 1940 Act.

9.        Limitation of Trust’s Liability

The Manager acknowledges that it has received notice of and accepts the limitations upon the Trust’s liability set forth in its Agreement and Declaration of Trust. The Manager agrees that the Trust’s obligations hereunder in any case shall be limited to the Trust and to its assets and that the Manager shall not seek satisfaction of any such obligation from the shareholders of the Trust nor from any Trustee, officer, employee or agent of the Trust.

10.        Force Majeure

The Manager shall not be liable for delays or errors occurring by reason of circumstances beyond its control, including but not limited to acts of civil or military authority, national emergencies, work stoppages, fire, flood, catastrophe, acts of God, insurrection, war, riot, or failure of communication or power supply. In the event of equipment breakdowns beyond its control, the Manager shall take reasonable steps to minimize service interruptions but shall have no liability with respect thereto.

11.        Severability

If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.

8

12.        Miscellaneous

This Agreement constitutes the full and complete agreement of the parties hereto with respect to the subject matter hereof. Each party agrees to perform such further actions and execute such further documents as are necessary to effectuate the purposes hereof. This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Delaware and the applicable provisions of the 1940 Act. The captions in this Agreement are included for convenience only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. This Agreement may be executed in several counterparts, all of which together shall for all purposes constitute one Agreement, binding on all the parties.

9

If the foregoing is in accordance with your understanding, kindly indicate your acceptance hereof by signing and returning to us the enclosed copy hereof.

PortfolioVery truly yours,

BRIGHTHOUSE FUNDS TRUST I

By:    

 Date of
Existing
Advisory
Agreement

 Date
Agreement
was Last
Approved
by BoardKristi Slavin
 Date
Existing
Advisory
Agreement
Last
Submitted
To
ShareholdersPresident and Chief Executive Officer

Accepted:

BRIGHTHOUSE INVESTMENT ADVISERS, LLC

By:    

 

Purpose of why
Advisory Agreement
was Submitted to
Shareholders

ZenithAlan C. Leland
Chief Financial Officer and Treasurer

10

SCHEDULE A

PortfolioPercentage of average daily net assets
AB Global Dynamic Allocation Portfolio0.700% of the first $250 million of such assets, plus 0.650% of such assets over $250 million up to $500 million, plus 0.625% of such assets over $500 million up to $1 billion, plus 0.600% of such assets over $1 billion
Allianz Global Investors Dynamic Multi-Asset Plus Portfolio0.675% on the first $250 million of such assets plus 0.650% of such assets over $250 million up to $1 billion plus 0.600% of such assets over $1 billion
American Funds Growth Portfolio

0.75%

To the extent that a Portfolio invests all of its investable assets (i.e., securities and cash) in another registered investment company, the Trust will not pay the Manager any fee pursuant to Section 3 of the Agreement.

AQR Global Risk Balanced Portfolio0.675% on the first $250 million of such assets plus 0.650% of such assets over $250 million up to $750 million plus 0.625% of such assets over $750 million up to $1 billion plus 0.600% of such assets over $1 billion
BlackRock Global Tactical Strategies Portfolio0.800% of the first $100 million of such assets, plus 0.750% of such assets over $100 million up to $300 million, plus 0.700% of such assets over $300 million up to $600 million, plus 0.675% of such assets over $600 million up to $1 billion, plus 0.650% of such assets over $1 billion
BlackRock High Yield Portfolio0.60%
Brighthouse Small Cap Value Portfolio0.75% of the first $1 billion of such assets plus 0.70% of such assets over $1 billion
Brighthouse/Aberdeen Emerging Markets Equity Portfolio May 1,
20031.05% of the first $250 million of such assets plus 1.00% of such assets over $250 million up to $500 million plus 0.85% of such assets over $500 million up to $1 billion plus 0.75% of such assets over $1 billion
Brighthouse/Artisan International Portfolio November
17, 20110.75%
Brighthouse/Eaton Vance Floating Rate Portfolio April 23,
2001		Shareholder approval in connection with retaining0.625% of the Manager as the Portfolio’s investment adviserfirst $100 million of such assets plus 0.600% of such assets over $100 million

 

C-611

PortfolioPercentage of average daily net assets
Brighthouse/Franklin Low Duration Total Return Portfolio0.52% of the first $100 million of such assets, plus 0.51% of such assets over $100 million up to $250 million, plus 0.50% of such assets over $250 million up to $500 million, plus 0.49% of such assets over $500 million up to $1 billion, plus 0.47% of such assets over $1 billion up to $1.5 billion, plus 0.45% of such assets over $1.5 billion
Brighthouse/Templeton International Bond Portfolio0.60%

Brighthouse/Wellington Large Cap Research

Portfolio

0.625% of the first $250 million of such assets plus 0.60% of such assets over $250 million up to $500 million plus 0.575% of such assets over $500 million up to $1 billion plus 0.55% of such assets over $1 billion up to $2 billion plus 0.50% of such assets over $2 billion
Clarion Global Real Estate Portfolio0.70% of the first $200 million of such assets plus 0.65% of such assets over $200 million up to $750 million plus 0.55% of such assets over $750 million
ClearBridge Aggressive Growth Portfolio0.65% of the first $500 million of such assets plus 0.60% of such assets over $500 million up to $1 billion plus 0.55% of such assets over $1 billion up to $2 billion plus 0.50% of such assets over $2 billion
Goldman Sachs Mid-Cap Value Portfolio0.75% of the first $200 million of such assets plus 0.70% of such assets over $200 million
Harris Oakmark International Portfolio0.85% of the first $100 million of such assets plus 0.80% of such assets over $100 million up to $1 billion plus 0.75% of such assets over $1 billion
Invesco Balanced-Risk Allocation Portfolio0.675% on the first $250 million of such assets plus 0.650% of such assets over $250 million up to $750 million plus 0.625% of such assets over $750 million up to $1 billion plus 0.600% of such assets over $1 billion
Invesco Comstock Portfolio0.65% of the first $500 million of such assets plus 0.60% of such assets over $500 million up to $1 billion plus 0.525% of such assets over $1 billion

12

PortfolioPercentage of average daily net assets
Invesco Mid Cap Value Portfolio0.70% of the first $200 million of such assets plus 0.65% of such assets over $200 million up to $500 million plus 0.625% of such assets over $500 million
Invesco Small Cap Growth Portfolio0.88% of the first $500 million of such assets plus 0.83% of such assets over $500 million
JPMorgan Core Bond Portfolio0.55%
JPMorgan Global Active Allocation Portfolio0.80% on the first $250 million of such assets, plus 0.75% of such assets over $250 million up to $500 million, plus 0.72% of such assets over $500 million up to $750 million, plus 0.70% of such assets over $750 million
JPMorgan Small Cap Value Portfolio0.80% of the first $100 million of such assets plus 0.775% of such assets over $100 million up to $500 million plus 0.75% of such assets over $500 million up to $1 billion plus 0.725% of such assets over $1 billion
Loomis Sayles Global Markets Portfolio0.70% of the first $500 million of such assets plus 0.65% of such assets over $500 million up to $1 billion plus 0.60% of such assets over $1 billion
MFS Research International Portfolio0.80% of the first $200 million of such assets plus 0.75% of such assets over $200 million up to $500 million plus 0.70% of such assets over $500 million up to $1 billion plus 0.65% of such assets over $1 billion
Morgan Stanley Mid Cap Growth Portfolio0.70% of the first $200 million of such assets plus 0.65% of such assets over $200 million up to $500 million plus 0.625% of such assets over $500 million
Oppenheimer Global Equity Portfolio0.70% of the first $100 million of such assets plus 0.68% of such assets over $100 million up to $250 million plus 0.67% of such assets over $250 million up to $500 million plus 0.66% of such assets over $500 million up to $750 million plus 0.65% of such assets over $750 million

13

PortfolioPercentage of average daily net assets
PanAgora Global Diversified Risk Portfolio0.650% of the first $250 million of such assets, plus 0.640% of such assets over $250 million up to $750 million, plus 0.630% of such assets over $750 million up to $1 billion, plus 0.600% of such assets over $1 billion
PIMCO Inflation Protected Bond Portfolio0.50% of the first $1.2 billion of such assets plus 0.45% of such assets over $1.2 billion
PIMCO Total Return Portfolio0.50% of the first $1.2 billion of such assets plus 0.475% of such assets over $1.2 billion
Pyramis® Government Income Portfolio0.52% on the first $100 million of such assets plus 0.44% of such assets over $100 million up to $500 million plus 0.40% of such assets over $500 million
Pyramis® Managed Risk Portfolio0.45%; provided, however, that if the Portfolio primarily invests its assets directly in investment securities or in shares of registered investment companies other than those offered by Fidelity Investments, then the fee payable to Brighthouse Investment Advisers, LLC shall be 0.80%
Schroders Global Multi-Asset Portfolio0.68% of the first $100 million of such assets, plus 0.66% of such assets over $100 million up to $250 million, plus 0.64% of such assets over $250 million up to $750 million, plus 0.62% of such assets over $750 million up to $1.5 billion, plus 0.60% of such assets over $1.5 billion
SSGA Growth and Income ETF Portfolio0.33% of the first $500 million of such assets plus 0.30% of such assets over $500 million
SSGA Growth ETF Portfolio0.33% of the first $500 million of such assets plus 0.30% of such assets over $500 million
TCW Core Fixed Income Portfolio0.55%

14

PortfolioPercentage of average daily net assets
T. Rowe Price Large Cap Value Portfolio0.750% of the first $50 million of such assets plus 0.700% of such assets over $50 million up to $100 million; provided that if such assets are over $100 million up to $200 million, then 0.650% of the first $200 million of such assets; provided that if such assets are over $200 million up to $500 million, then 0.620% of the first $500 million of such assets; provided that if such assets are over $500 million up to $1 billion, then 0.595% of the first $500 million of such assets plus 0.570% of such assets over $500 million up to $1 billion; provided that if such assets are over $1 billion, then 0.570% of all such assets.

If the assets of the Portfolio cross a threshold in reverse (i.e., decline below a threshold), then the absolute dollar fee payable by the Portfolio to the Adviser shall not be more than the minimum fee payable at the immediately higher threshold. When the Portfolio’s assets cross a threshold in reverse, the fee payable to the Adviser shall be calculated as follows:

When the Portfolio’s net assets decline below $100 million, the fee payable to the Adviser shall be the lower of (1) the fee on the Portfolio’s daily net assets calculated at 0.750% of the first $50 million of such assets plus 0.700% of such assets over $50 million up to $100 million and (2) the fee on $100 million calculated at a flat rate of 0.650%.

When the Portfolio’s net assets decline below $200 million but are over $100 million, the fee payable to the Adviser shall be the lower of (1) the fee on the Portfolio’s daily net assets calculated at a flat rate of 0.650% and (2) the fee on $200 million calculated at a flat rate of 0.620%.

15

PortfolioPercentage of average daily net assets

When the Portfolio’s net assets decline below $500 million but are over $200 million, the fee payable to the Adviser shall be the lower of (1) the fee on the Portfolio’s daily net assets calculated at a flat rate of 0.620% and (2) the fee on $500 million calculated at a flat rate of 0.595%.

When the Portfolio’s net assets decline below $1 billion but are over $500 million, the fee payable to the Adviser shall be the lower of (1) the fee on the Portfolio’s daily net assets calculated at 0.595% of the first $500 million of such assets plus 0.570% of such assets over $500 million up to $1 billion and (2) the fee on $1 billion calculated at a flat rate of 0.570%.

T. Rowe Price Mid-Cap Growth Portfolio0.75%

16

Appendix D-1For all Portfolios of Brighthouse Funds Trust II:

Form of Amended Advisory Agreement

METROPOLITAN SERIES FUND, INC.

AMENDED AND RESTATEDFORM OF ADVISORY AGREEMENT

(BRIGHTHOUSE FUNDS TRUST II)

ADVISORY AGREEMENT

(                Portfolio)

AMENDED AND RESTATED AGREEMENT made as of thisday of, 2012 by and between METROPOLITAN SERIES FUND, INC.,BRIGHTHOUSE FUNDS TRUST II, a Maryland corporationDelaware trust (the “Fund”), with respect to its Portfolio[    ] PORTFOLIO (the “Portfolio”), and METLIFEBRIGHTHOUSE INVESTMENT ADVISERS, LLC, a Delaware limited liability company (the “Manager”).

WITNESSETH:

WHEREAS, the Fund and the Manager previously enteredwish to enter 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) wouldwill 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

17

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)(c)        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;

18

(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.

19

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 B 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 articlesDeclaration of incorporationTrust 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

20

(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.

METROPOLITAN SERIES FUND, INC.,METLIFE ADVISERS, LLC
on behalf of its              Portfolio
By:By:

D-6

Appendix D-2

Form of the Existing Advisory Agreement for the Group B Portfolios Marked to Show Proposed Changes in the Amended Advisory Agreement

Except where otherwise noted, the following form of advisory agreement is for the following Portfolios:

MetLife Conservative Allocation Portfolio

MetLife Conservative to Moderate Allocation Portfolio

MetLife Moderate Allocation Portfolio

MetLife Moderate to Aggressive Allocation Portfolio

Artio International Stock Portfolio

BlackRock Aggressive Growth Portfolio

BlackRock Bond Income Portfolio

BlackRock Diversified Portfolio

BlackRock Large Cap Value Portfolio

BlackRock Legacy Large Cap Growth Portfolio

BlackRock Money Market Portfolio

Davis Venture Value Portfolio

FI Value Leaders Portfolio

Jennison Growth Portfolio

Loomis Sayles Small Cap Core Portfolio

Met/Artisan Mid Cap Value Portfolio

Met/Dimensional International Small Company Portfolio

MFS Total Return Portfolio

Neuberger Berman Genesis Portfolio

Van Eck Global Natural Resources Portfolio

Western Asset Management Strategic Bond Opportunities Portfolio

Western Asset Management U.S. Government Portfolio

Zenith Equity Portfolio

D-7

METROPOLITAN SERIES FUND, INC.

AMENDED AND RESTATED ADVISORY AGREEMENT

(            Portfolio)

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

WITNESSETH:

WHEREAS, the Fund and the Managerwish toenterpreviously enteredintoan agreementagreement dated(the “Original Agreement”) on behalf of its             Portfoliosetting forth the terms upon which the Manager (or certain other parties acting pursuant to delegation from the Manager)willwould perform certain servicesfor the Portfolio;

WHEREAS, the Fund and the Managerwish toamend and restate the Original Agreement to modify the services the Manager will performfor 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) andAdministrative 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 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

D-8

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 ofAdministrativeOther Services to one or more other parties (each such party,an “Administrator”a “Delegatee”) selected by the Manager. AnyAdministratorDelegatee 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-9

[[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,Administrative“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 managingand overseeingthe 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 foradministration,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 Administrator Delegatee or of any affiliated person (other than a registered investment company) of the Manager, any Sub-Adviser or anyAdministrator;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, all annual,; semiannual and periodic reports, and notices and proxy solicitation material furnished to shareholders of the Fund or regulatory

D-10

authorities, to the extent that any such materials relate to the business of the Portfolio, to the shareholders thereof or otherwise to the Portfolio, the Portfolio to be treated for these purposes as a separate legal entity and fund; and

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

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

or more Sub-Advisers any or all of its responsibilities hereunder with respect to the provision of Portfolio Management Services.

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 anyAdministratorDelegatee or of any affiliated person (other than a registered investment company) of the Manager, any Sub-Adviser or anyAdministratorDelegatee;

(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.

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5. All activities undertaken by the Manager or any Sub-Adviser orAdministrator 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 orAdministrator Delegatee hereunder are not to be deemed exclusive and the Manager and any Sub-Adviser orAdministratorDelegatee shall be free to render similar services to others, so long as its services hereunder are not impaired thereby.

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 B 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. If the total of all ordinary business expenses of the Fund as a whole (including investment advisory fees but excluding taxes and portfolio brokerage commissions) for any fiscal year exceeds the lowest applicable percentage of average net assets or income limitations prescribed by any state in which shares of the Portfolio are qualified for sale, the Manager shall pay such excess. Solely for purposes of applying such limitations in accordance with the foregoing sentence, the Portfolio and the Fund shall each be deemed to be a separate fund subject to such limitations. Should the applicable state limitation provisions fail to specify how the average net assets of the Fund or belonging to the Portfolio are to be calculated, that figure shall be calculated by reference to the average daily net assets of the Fund or the Portfolio, as the case may be.

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 fortwo years from the date of executiona period of one year, and from year to year

D-12

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 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 articlesDeclaration of incorporationTrust 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. [[

21

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

BRIGHTHOUSE FUNDS TRUST IIBRIGHTHOUSE INVESTMENT ADVISERS, LLC
on behalf of its [                ] Portfolio
By:    

By:    

Kristi SlavinAlan C. Leland, Jr.
President and Chief Executive OfficerChief Financial Officer and Treasurer

22

SCHEDULE A

PortfolioPercentage of average daily net assets
Baillie Gifford International Stock Portfolio0.86% for the first $500 million of the Portfolio’s average daily net assets, 0.80% for the next $500 million, and 0.75% for amounts over $1 billion
BlackRock Bond Income Portfolio0.40% for the first $1 billion of the Portfolio’s average daily net assets, 0.35% for the next $1 billion, 0.30% for the next $1 billion and 0.25% for amounts over $3 billion
BlackRock Capital Appreciation Portfolio0.73% of the first $1 billion of the Portfolio’s average daily net assets, and 0.65% for amounts over $1 billion
BlackRock Large Cap Value Portfolio0.70% for the first $250 million of the Portfolio’s average daily net assets, 0.65% for the next $500 million, and 0.60% for amounts over $750 million
BlackRock Ultra-Short Term Bond Portfolio0.35% for the first $1 billion of the Portfolio’s average daily net assets and 0.30% for amounts over $1 billion
Brighthouse Asset Allocation 20 Portfolio0.10% for the first $500 million of the Portfolio’s average daily net assets, 0.075% for the next $500 million and 0.05% for amounts over $1 billion
Brighthouse Asset Allocation 40 Portfolio0.10% for the first $500 million of the Portfolio’s average daily net assets, 0.075% for the next $500 million and 0.05% for amounts over $1 billion
Brighthouse Asset Allocation 60 Portfolio0.10% for the first $500 million of the Portfolio’s average daily net assets, 0.075% for the next $500 million and 0.05% for amounts over $1 billion
Brighthouse Asset Allocation 80 Portfolio0.10% for the first $500 million of the Portfolio’s average daily net assets, 0.075% for the next $500 million and 0.05% for amounts over $1 billion
Brighthouse/Artisan Mid Cap Value Portfolio0.82% for the first $1 billion of the Portfolio’s average daily net assets and 0.78% for amounts over $1 billion

23

PortfolioPercentage of average daily net assets
Brighthouse/Dimensional International Small Company Portfolio0.85% for the first $100 million of the Portfolio’s average daily net assets and 0.80% for amounts over $100 million
Brighthouse/Wellington Balanced Portfolio0.50% for the first $500 million of the Portfolio’s average daily net assets, 0.45% for the next $500 million, and 0.40% for amounts over $1 billion
Brighthouse/Wellington Core Equity Opportunities Portfolio0.75% for the first $1 billion of the Portfolio’s average daily net assets, 0.70% for the next $2 billion and 0.65% for amounts over $3 billion
Frontier Mid Cap Growth Portfolio0.75% for the first $500 million of the Portfolio’s average daily net assets, 0.70% for the next $500 million, and 0.65% for amounts over $1 billion
Jennison Growth Portfolio0.70% for the first $200 million of the Portfolio’s average daily net assets, 0.65% for the next $300 million, 0.60% for the next $1.5 billion and 0.55% for amounts over $2 billion
Loomis Sayles Small Cap Core Portfolio0.90% for the first $500 million of the Portfolio’s average daily net assets and 0.85% for amounts over $500 million
Loomis Sayles Small Cap Growth Portfolio0.90% for the first $500 million of the Portfolio’s average daily net assets and 0.85% for amounts over $500 million
MetLife Aggregate Bond Index Portfolio0.25%
MetLife Mid Cap Stock Index Portfolio0.25%
MetLife MSCI EAFE® Index Portfolio0.30%
MetLife Russell 2000® Index Portfolio0.25%
MetLife Stock Index Portfolio0.25%
MFS® Total Return Portfolio0.60% for the first $250 million of the Portfolio’s average daily net assets, 0.55% for the next $500 million, and 0.50% for amounts over $750 million
MFS® Value Portfolio0.75% for the first $250 million of the Portfolio’s average daily net assets, 0.70% for the next $2.25 billion, 0.675% for the next $2.5 billion and 0.65% for amounts over $5 billion

24

PortfolioPercentage of average daily net assets
Neuberger Berman Genesis Portfolio0.85% for the first $500 million of the Portfolio’s average daily net assets, 0.80% for the next $500 million, and 0.75% for amounts over $1 billion
T. Rowe Price Large Cap Growth Portfolio0.65% for the first $50 million of the Portfolio’s average daily net assets and 0.60% for amounts over $50 million
T. Rowe Price Small Cap Growth Portfolio0.55% for the first $100 million of the Portfolio’s average daily net assets, 0.50% for the next $300 million, and 0.45% for amounts over $400 million
Van Eck Global Natural Resources Portfolio0.80% for the first $250 million of the Portfolio’s average daily net assets, 0.775% for the next $750 million and 0.75% for amounts over $1 billion
Western Asset Management Strategic Bond Opportunities Portfolio0.65% for the first $500 million of the Portfolio’s average daily net assets and 0.55% for amounts over $500 million
Western Asset Management U.S. Government Portfolio0.55% for the first $500 million of the Portfolio’s average daily net assets and 0.45% for amounts over $500 million

25

Appendix C

The table below sets forth the annual advisory fee rates for each Portfolio and the fees paid to the Manager by each Portfolio during the most recent fiscal year ended December 31, 2015.

MET INVESTORS SERIES TRUST
PortfoliosAnnual Advisory Fee Rate
(Percentage of
Average Daily Net Assets)

Fees Paid to the

Manager During Last

Fiscal Year

AB Global Dynamic Allocation Portfolio
Allianz Global Investors Dynamic Multi-Asset Plus Portfolio
American Funds® Balanced Allocation Portfolio
American Funds® Growth Allocation Portfolio
American Funds® Growth Portfolio
American Funds® Moderate Allocation Portfolio
AQR Global Risk Balanced Portfolio
BlackRock Global Tactical Strategies Portfolio
BlackRock High Yield Portfolio
Clarion Global Real Estate Portfolio
ClearBridge Aggressive Growth Portfolio
Goldman Sachs Mid Cap Value Portfolio
Harris Oakmark International Portfolio
Invesco Balanced-Risk Allocation Portfolio
Invesco Comstock Portfolio
Invesco Mid Cap Value Portfolio
Invesco Small Cap Growth Portfolio
JPMorgan Core Bond Portfolio
JPMorgan Global Active Allocation Portfolio
JPMorgan Small Cap Value Portfolio
Loomis Sayles Global Markets Portfolio
Met/Aberdeen Emerging Markets Equity Portfolio
Met/Artisan International Portfolio
Met/Eaton Vance Floating Rate Portfolio
Met/Franklin Low Duration Total Return Portfolio

PortfoliosAnnual Advisory Fee Rate
(Percentage of
Average Daily Net Assets)

Fees Paid to the

Manager During Last

Fiscal Year

Met/Templeton International Bond Portfolio
Met/Wellington Large Cap Research Portfolio
MetLife Asset Allocation 100 Portfolio
MetLife Balanced Plus Portfolio
MetLife Multi-Index Targeted Risk Portfolio
MetLife Small Cap Value Portfolio
MFS® Research International Portfolio
Morgan Stanley Mid Cap Growth Portfolio
Oppenheimer Global Equity Portfolio
PanAgora Global Diversified Risk Portfolio
PIMCO Inflation Protected Bond Portfolio
PIMCO Total Return Portfolio
Pyramis® Government Income Portfolio
Pyramis® Managed Risk Portfolio
Schroders Global Multi-Asset Portfolio
SSGA Growth and Income ETF Portfolio
SSGA Growth ETF Portfolio
TCW Core Fixed Income Portfolio
T. Rowe Price Large Cap Value Portfolio
T. Rowe Price Mid Cap Growth Portfolio

2

METROPOLITAN SERIES FUND
PortfoliosAnnual Advisory Fee Rate
(Percentage of
Average Daily Net Assets)

Fees Paid to the

Adviser During Last

Fiscal Year

Baillie Gifford International Stock Portfolio
BlackRock Bond Income Portfolio
BlackRock Capital Appreciation Portfolio
BlackRock Large Cap Value Portfolio
BlackRock Ultra-Short Term Bond Portfolio
Frontier Mid Cap Growth Portfolio
Jennison Growth Portfolio
Loomis Sayles Small Cap Core Portfolio
Loomis Sayles Small Cap Growth Portfolio
Met/Artisan Mid Cap Value Portfolio
Met/Dimensional International Small Company Portfolio
Met/Wellington Balanced Portfolio
Met/Wellington Core Equity Opportunities Portfolio
MetLife Aggregate Bond Index Portfolio
MetLife Asset Allocation 20 Portfolio
MetLife Asset Allocation 40 Portfolio
MetLife Asset Allocation 60 Portfolio
MetLife Asset Allocation 80 Portfolio
MetLife Mid Cap Stock Index Portfolio
MetLife Stock Index Portfolio
MFS® Total Return Portfolio
MFS® Value Portfolio
MSCI EAFE® Index Portfolio
Neuberger Berman Genesis Portfolio
Russell 2000® Index Portfolio
T. Rowe Price Large Cap Growth Portfolio
T. Rowe Price Small Cap Growth Portfolio
Van Eck Global Natural Resources Portfolio
Western Asset Management Strategic Bond Opportunities Portfolio
Western Asset Management U.S. Government Portfolio

3

Appendix D

FORM OF MLIA SUBADVISORY AGREEMENTS

For the Artio InternationalMLIA Subadvised Portfolio of Brighthouse Funds Trust I: MetLife Multi-Index Targeted Risk Portfolio.

FORM OF MLIA IMVESTMENT SUBADVISORY AGREEMENT

AGREEMENT made as of thisday of,, by and between MetLife Investment Advisors, LLC, Delaware limited liability company (the “Subadviser”), and Brighthouse Investment Advisers, LLC, a Delaware limited liability company (the “Adviser”).

WHEREAS, the Adviser serves as investment manager of Brighthouse Funds Trust I (the “Trust”), a Delaware statutory trust which has filed a registration statement (the “Registration Statement”) under the Investment Company Act of 1940, as amended (the “1940 Act”) and the Securities Act of 1933, as amended (the “1933 Act”) pursuant to a management agreement of even date herewith, as amended from time to time (the “Management Agreement”); and

WHEREAS, the Trust is comprised of several separate investment portfolios, one of which is the MetLife Multi-Index Targeted Risk Portfolio (the “Portfolio”); and

WHEREAS, the Adviser desires to avail itself of the services, information, advice, assistance and facilities of an investment adviser to assist the Adviser in performing investment advisory services for the portion of the Portfolio’s assets allocated to the Subadviser, as determined from time to time by the Adviser, and the Subadviser is willing to render such services; and

WHEREAS, the Subadviser is registered with the Securities and Exchange Commission (“SEC”) under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and is engaged in the business of rendering investment advisory services to investment companies and other institutional clients and desires to provide such services to the Adviser.

NOW, THEREFORE, in consideration of the terms and conditions hereinafter set forth, it is agreed as follows:

1.Employment of the Subadviser. The Adviser hereby employs the Subadviser, subject to the supervision of the Adviser to manage the investment and reinvestment of the assets of the Portfolio, subject to the control and direction of the Board of Trustees, for the period and on the terms hereinafter set forth. The Subadviser hereby accepts such employment and agrees during such period to render the services and to assume the obligations herein set forth for the compensation herein provided. The Subadviser acknowledges that such appointment as investment subadviser to the Trust may be limited to those Portfolio assets allocated to the Subadviser by the Adviser, which may be changed from time to time at the

4

sole discretion of the Adviser. References to “the Portfolio” in this Agreement shall refer to those Trust assets allocated to the Subadviser by the Adviser. The Subadviser shall for all purposes herein be deemed to be an independent contractor and shall, except as expressly provided or authorized (whether herein or otherwise), have no authority to act for or represent the Adviser, the Portfolio or the Trust in any way. The Subadviser may execute account documentation, agreements, contracts and other documents requested by brokers, dealers, counterparties and other persons in connection with its management of the assets of the Portfolio and in such instances shall do so only for this limited purpose as Adviser’s and the Trust’s agent and attorney-in-fact. Subadviser shall negotiate all futures agreements, options agreements, ISDA Master Agreements, Credit Support Annexes, and other contracts and agreements related to derivatives transactions and holdings in the Portfolio (“Derivatives Related Agreements”).

Copies of the Trust’s Registration Statement, Declaration of Trust, and Bylaws (collectively, the “Charter Documents”), each as currently in effect, have been or will be delivered to the Subadviser. The Adviser agrees, on an ongoing basis, to notify the Subadviser of each change in the fundamental and non-fundamental investment policies and restrictions of the Portfolio as promptly as practicable and to provide to the Subadviser as promptly as practicable copies of all amendments and supplements to the Registration Statement and amendments to the Charter Documents. The Adviser will promptly provide the Subadviser with any procedures applicable to the Subadviser adopted from time to time by the Trust’s Board of Trustees and agrees to promptly provide the Subadviser copies of all amendments thereto.

The Adviser shall timely furnish the Subadviser with such additional information as may be reasonably requested by the Subadviser to perform its responsibilities pursuant to this Agreement. The Adviser shall reasonably cooperate with the Subadviser in setting up and maintaining brokerage accounts, futures accounts, and other accounts the Subadviser deems advisable to allow for the purchase or sale of various forms of securities and other financial instruments pursuant to this Agreement.

The Adviser shall notify the Subadviser as soon as reasonably practicable if the Portfolio is out of compliance with Subchapter M or Section 817(h) of the Code.

2. Obligations of and Services to be Provided by the Subadviser. The Subadviser undertakes to provide the following services to the Portfolio and to assume the following obligations:

a.The Subadviser shall manage the investment and reinvestment of the portfolio assets of the Portfolio, all without prior consultation with the Adviser, subject to and in accordance with:

i.the investment objective, policies and restrictions of the Portfolio set forth in the Trust’s Registration Statement and the Charter Documents, as such Registration Statement and Charter Documents may be amended from time to time;

5

ii.the requirements applicable to registered investment companies under applicable laws and those requirements applicable to both regulated investment companies and segregated asset accounts under Subchapter M and Section 817(h) of the Code including but not limited to, the diversification requirements of Section 817(h) of the Code and the regulations thereunder

iii.any written instructions, policies and guidelines which the Adviser or the Trust’s Board of Trustees may issue fromtime-to-time, all as from time to time in effect, and

iv.with all applicable provisions of law, including without limitation all applicable provisions of the 1940 Act, the rules and regulations thereunder and the interpretive opinions thereof of the staff of the SEC (“SEC Positions”).

b.In furtherance thereof and subject to the foregoing, the Subadviser shall make all determinations with respect to the purchase and sale of portfolio securities and other financial instruments and shall take such action necessary to implement the same.

c.The Subadviser shall render such reports to the Trust’s Board of Trustees, the Adviser and the Adviser’s Administrator as they may reasonably request from time to time concerning the investment activities of the Portfolio, including without limitation all material as reasonably may be requested by the Trustees of the Trust pursuant to Section 15(c) of the 1940 Act, and agrees to review the Portfolio and discuss the management of the Portfolio with representatives or agents of the Trust’s Board of Trustees, the Adviser and the Administrator at their reasonable request.

d.Unless the Adviser gives the Subadviser written instructions to the contrary, the Subadviser shall, in good faith and in a manner which it reasonably believes best serves the interests of the Portfolio’s shareholders, timely direct the Portfolio’s custodian as to how to vote such proxies as may be necessary or advisable in connection with any matters submitted to a vote of shareholders of securities held by the Portfolio.

e.Absent instructions from the Adviser to the contrary and to the extent provided in the Trust’s Registration Statement, as such Registration Statement may be amended from time to time, the Subadviser shall, in the name of the Portfolio, place orders for the execution of portfolio transactions with or through such brokers, dealers or other financial institutions as it may select, including affiliates of the Subadviser provided such orders comply with Rule 17e-1 (or any successor or other relevant regulations) under the 1940 Act.

6

f.To the extent consistent with applicable law and then current SEC Positions and absent instructions from the Adviser to the contrary, purchase or sell orders for the Portfolio may be aggregated with contemporaneous purchase or sell orders of other clients of the Subadviser. In the selection of brokers or dealers or other execution agents and the placing of orders for the purchase and sale of portfolio investments for the Portfolio, the Subadviser shall seek to obtain for the Portfolio the best execution available. In using its best efforts to obtain for the Portfolio the best execution available, the Subadviser, bearing in mind the Portfolio’s best interests at all times, shall consider all factors it deems relevant, including by way of illustration, breadth of the market in the security; price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience, execution capability, and financial stability of the broker or dealer involved; and the quality of service rendered by the broker or dealer in other transactions. Subject to such policies as the Board of Trustees and Adviser may determine and applicable law, including any relevant SEC Positions, the Subadviser may cause the Portfolio to pay a broker or dealer that provides brokerage and research services to the Subadviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Subadviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Subadviser’s overall responsibilities with respect to the Portfolio and to other clients of the Subadviser as to which the Subadviser exercises investment discretion.

g.Subject to seeking the most favorable price and execution, the Board of Trustees or the Adviser may direct the Subadviser to effect transactions in portfolio securities and other financial instruments through broker-dealers in a manner that will help generate resources to pay the cost of certain expenses which the Trust is required to pay or for which the Trust is required to arrange payment. To the extent the Subadviser is directed to use only the specified brokers for the Portfolio, the Trust may pay higher commissions or other transaction costs or greater spreads, or receive less favorable net prices, on transactions for the Portfolio than would otherwise be the case if the Subadviser used other or multiple brokers.

h.

In connection with the placement of orders for the execution of the portfolio transactions of the Portfolio, the Subadviser shall create and maintain all necessary records pertaining to the purchase and sale of securities and other financial instruments by the Subadviser on behalf of the Portfolio in accordance with all applicable laws, rules and regulations, including but not limited to records required by Section 31(a) of the 1940 Act. All records shall be the property of the Trust and shall be available for inspection and use by the

7

SEC, the Trust, the Adviser or any person retained by the Trust at all reasonable times. The Subadviser will furnish copies of such records to the Adviser or the Trust within a reasonable time after receipt of a request from either the Adviser or the Trust. Where applicable, such records shall be maintained by the Subadviser for the periods and in the places required byRule 31a-2 under the 1940 Act.

i.In accordance with Rule 206(4)-7 under the Advisers Act, the Subadviser has adopted and implemented written policies and procedures reasonably designed to prevent violation of the Advisers Act and any rules thereunder by the Subadviser and its supervised persons. Further, the Subadviser reviews and shall continue to review, at least annually, its written policies and procedures and the effectiveness of their implementation and shall designate an individual (who is a supervised person) who is responsible for administering such policies and procedures.

j.The Subadviser shall:

i.Comply with the Trust’s written compliance policies and procedures pursuant to Rule 38a-1 under the 1940 Act;

ii.Promptly provide to the Adviser copies of its annual compliance review report (or a summary of the process and findings), as well as copies of such items as third-party compliance audits;

iii.Notify the Adviser promptly of any contact from the SEC or other regulators or a Self-Regulatory Organization (“SRO”) (such as an examination, inquiry, investigation, institution of a proceeding, etc.) relating directly or indirectly to the Portfolio or that would have a material impact on the Subadviser; and

iv.Notify the Adviser promptly of any material compliance matters (as defined in Rule 38a-1 under the 1940 Act) relating directly or indirectly to the Portfolio, the Trust, the Adviser or the Subadviser of which it is aware and actions taken in response to issues or items raised by the SEC, an SRO or other regulators.

k.The Subadviser shall (1) maintain procedures regarding the use of derivatives, and (2) provide such certifications and reports regarding the use of derivatives, including with respect to asset segregation, as may be reasonably requested by the Trust or the Adviser.

l.

The Subadviser shall bear its expenses of providing services pursuant to this Agreement, but shall not be obligated to pay any expenses of the Adviser, the Trust, or the Portfolio, including without limitation: (a) interest and taxes; (b)

8

brokerage commissions and other costs in connection with the purchase or sale of securities or other financial instruments for the Portfolio; and (c) custodian fees and expenses.

m.The Subadviser shall, as part of a complete portfolio compliance testing program, perform quarterly diversification testing of the Portfolio under Section 817(h) of the Code. The Subadviser shall provide timely notice each calendar quarter that such diversification was satisfied or if not satisfied, that corrections were made within 30 days of the end of the calendar quarter. The Subadviser shall be responsible for expenses relating to the printing and mailing of any prospectus supplement, exclusive of annual updates, required solely as a result of actions taken by the Subadviser, including but not limited to, portfolio manager changes or disclosure changes requested by the Subadviser that affect the investment objective, principal investment strategies, principal investment risks and portfolio management sections of the Registration Statement.

n.The Subadviser shall be responsible for the preparation and filing of Schedules 13D and 13G and Forms 13F (as well as other filings triggered by ownership in securities and other investments under other applicable laws, rules and regulations) on behalf of the Portfolio.

o.The Subadviser shall provide assistance in determining the fair value of all securities and other investments/assets in the Portfolio as necessary, and, use reasonable efforts to arrange for the provision of valuation information or a price(s) from a party(ies) independent of the Subadviser for each security or other investment/asset in the Portfolio for which market prices are not readily available or not reliable.

p.

The Subadviser will notify the Trust and the Adviser of (i) any assignment of this Agreement or change of control of the Subadviser, as applicable, and (ii) any changes in the key personnel who are either the portfolio manager(s) of the Portfolio or senior management of the Subadviser, in each case prior to or promptly after, such change. The Subadviser agrees to bear all reasonable expenses of the Trust, if any, arising out of any assignment by, or change in control of the Subadviser and any changes in the key personnel who are either the portfolio manager(s) of the Portfolio or senior management of the Subadviser. In the case of an assignment of this Agreement or a change in control, such expenses are agreed to include reimbursement of reasonable costs associated with preparing, printing and mailing information statements to existing shareholders of the Portfolio. In the case of changes in key personnel, such expenses are agreed to include reimbursement of reasonable costs associated with preparing, printing and mailing any supplements to the prospectus to existing shareholders of the Portfolio if such changes involve

9

personnel who are either the portfolio manager(s) of the Portfolio or senior management of the Subadviser identified in the prospectus or Statement of Additional Information.

q.The Subadviser may, but is not obligated to, combine or “batch” orders for client portfolios to obtain best execution, to negotiate more favorable commission rates or to allocate equitably among the Subadviser’s clients differences in prices and commissions or other transaction costs that might have been obtained had such orders been placed independently. Under this procedure, transactions will be averaged as to price and transaction costs and typically will be allocated among the Subadviser’s clients in proportion to the purchase and sale orders placed for each client account on any given day. If the Subadviser cannot obtain execution on all the combined orders at prices or for transaction costs that the Subadviser believes are desirable, the Subadviser will allocate the securities the Subadviser does buy or sell as part of the combined orders by following the Subadviser’s order allocation procedures.

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

3.        Compensation of the Subadviser. In consideration of services rendered pursuant to this Agreement, the Adviser will pay the Subadviser a fee at the annual rate set forth in Schedule A hereto. Such compensation shall be payable monthly in arrears or at such other intervals, not less frequently than quarterly, as the Adviser is paid by the Portfolio pursuant to the Management Agreement. If the Subadviser shall serve for less than the whole of any month, the foregoing compensation shall be prorated. For the purpose of determining fees payable to the Subadviser, the value of the Portfolio’s net assets allocated to the Subadviser by the Adviser shall be computed at the times and in the manner specified in the Trust’s Registration Statement.

4. Activities of the Subadviser. The services of the Subadviser hereunder are not to be deemed exclusive, and the Subadviser shall be free to render similar services to others and to engage in other activities, so long as the services rendered hereunder are not impaired and except as the Subadviser and the Adviser may otherwise agree from time to time in writing before or after the date hereof.

The Subadviser shall be subject to a written code of ethics adopted by it that conforms to the requirements of Rule 204A-1 of the Advisers Act and Rule 17j-1(b) of the 1940 Act.

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5. Use of Names. The Subadviser hereby consents to the Portfolio being named the MetLife Multi-Index Targeted Risk Portfolio. The Adviser shall not use the name “MetLife Investment Advisors, LLC” and any of the other names of the Subadviser or its affiliated companies and any derivative or logo or trade or service mark thereof, or disclose information related to the business of the Subadviser or any of its affiliates in any prospectus, sales literature or other material relating to the Trust in any manner not approved prior thereto by the Subadviser; provided, however, that the Subadviser shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld. The Subadviser shall not use the name of the Trust, the Adviser or any of their affiliates in any material relating to the Subadviser in any manner not approved prior thereto by the Adviser; provided, however, that the Adviser shall approve the uses of its or the Trust’s name which merely refer in accurate terms to the appointment of the Subadviser hereunder or which are required by the SEC, a state securities commission or any other regulatory body to which it is subject; and, provided, further, that in no event shall such approval be unreasonably withheld.

The Adviser recognizes that from time to time trustees, officers and employees of the Subadviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name “MetLife Investment Advisors, LLC” or any derivative or abbreviation thereof as part of their name, and that the Subadviser or its affiliates may enter into investment advisory, administration or other agreements with such other entities.

6. Liability and Indemnification.

a.

Except as may otherwise be provided by the 1940 Act or any other applicable law, the Subadviser shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Adviser or the Trust as a result of any error of judgment or mistake of law by the Subadviser with respect to the Portfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Subadviser for, and the Subadviser shall indemnify and hold harmless the Trust, the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act ) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, “Adviser Indemnitees”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Subadviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Registration

11

Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio or the omission to state therein a material fact known to the Subadviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Subadviser Indemnitees (as defined below) for use therein.

b.Except as may otherwise be provided by the 1940 Act or any other applicable law, the Adviser and the Trust shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Subadviser as a result of any error of judgment or mistake of law by the Adviser with respect to the Portfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Subadviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, “Subadviser Indemnitees”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Subadviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Subadviser by an Adviser Indemnitee for use therein.

7. Limitation of Trust’s Liability. The Subadviser acknowledges that it has received notice of and accepts the limitations upon the Trust’s liability set forth in the Trust’s Charter Documents. The Subadviser agrees that any of the Trust’s obligations shall be limited to the assets of the Portfolio and that the Subadviser shall not seek satisfaction of any such obligation from the shareholders of the Trust nor from any Trustee, officer, employee or agent of or other series of the Trust.

8. Renewal, Termination and Amendment. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, for a period of one year and shall continue in full force and effect for successive periods of one year thereafter, but only so long as each such continuance as to the Portfolio is specifically approved at least annually by vote of the holders of a majority of the outstanding voting securities of the Portfolio or by vote of a majority of the Trust’s Board of Trustees; and further provided that such continuance is also

12

approved annually by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any such party. This Agreement may be terminated as to the Portfolio at any time, without payment of any penalty, by the Trust’s Board of Trustees, by the Adviser, or by a vote of the majority of the outstanding voting securities of the Portfolio upon 60 days’ prior written notice to the Subadviser, or by the Subadviser upon 90 days’ prior written notice to the Adviser, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between the Adviser and the Trust. This Agreement shall terminate automatically and immediately in the event of its assignment, except as otherwise provided by any rule of, or action by, the SEC. The terms “assignment” and “vote of a majority of the outstanding voting securities” shall have the meaning set forth for such terms in the 1940 Act and the rules, regulations and interpretations thereunder. This Agreement may be amended by written instrument at any time by the Subadviser and the Adviser, subject to approval by the Trust’s Board of Trustees and, if required by applicable SEC rules, regulations, or orders, a vote of a majority of the Portfolio’s outstanding voting securities.

9. Confidential Relationship. Any information and advice furnished by any party to this Agreement to the other party or parties shall be treated as confidential and shall not be disclosed to third parties without the consent of the other party hereto except as required by law, rule or regulation. All information disclosed as required by law, rule or regulation shall nonetheless continue to be deemed confidential.

The Adviser and Subadviser hereby consents to the disclosure to third parties of (i) investment results and other data of the Adviser, the Subadviser or the Portfolio in connection with providing composite investment results of the Subadviser and (ii) investments and transactions of the Adviser, the Subadviser or the Portfolio in connection with providing composite information of clients of the Subadviser.

10. Cooperation with Regulatory Authorities. The parties to this Agreement each agree to cooperate in a reasonable manner with each other in the event that any of them should become involved in a legal, administrative, judicial or regulatory action, claim, or suit as a result of performing its obligations under this Agreement.

11. Severability. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.

12. Custodian. The Portfolio assets shall be maintained in the custody of its custodian. Any assets added to the Portfolio shall be delivered directly to such custodian. The Subadviser shall provide timely instructions directly to the custodian, in the manner and form as required by the agreement between the Trust and the custodian in effect from time to time (including with respect to exchange offerings and other corporate actions) necessary to effect the investment and reinvestment of the Portfolio’s assets. Any assets added to the Portfolio shall be delivered directly to the custodian. The Subadviser shall provide to the Adviser a list of the persons whom the Subadviser wishes to have authorized to give written and/or oral instructions to custodians of assets of the Portfolio.

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13. Notices. All notices hereunder shall be provided in writing, by facsimile or bye-mail. Notices shall be deemed given if delivered in person or by messenger, certified mail with return receipt, or by a reputable overnight delivery service that provides evidence of receipt to the parties; upon receipt if sent by facsimile; or upon read receipt or reply if delivered by e-mail, at the following addresses:

If to Trust:

Brighthouse Funds Trust I

One Financial Center

Boston, Massachusetts 02111

Attn: Kristi Slavin

[    ] (fax)

[    ] (e-mail)

If to Adviser:

Brighthouse Investment Advisers, LLC

One Financial Center

Boston, Massachusetts 02111

Attn: Alan C. Leland, Jr.

[    ] (fax)

[    ] (e-mail)

If to Subadviser:

MetLife Investment Advisors, LLC

Attn:                                                           

Fax:                                                            

Email:                                                        

14. Information. The Adviser hereby acknowledges that it and the Trustees of the Trust have been provided with a copy of Part II of the Subadviser’s Form ADV.

15.Miscellaneous. The Trust is an intended third-party beneficiary of this Agreement. This Agreement constitutes the full and complete agreement of the parties hereto with respect to the subject matter hereof. Each party agrees to perform such further actions and execute such further documents as are necessary to effectuate the purposes hereof. This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Delaware and the applicable provisions of the 1940 Act. The captions in this Agreement are included for convenience only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. This Agreement may be executed in several counterparts, all of which together shall for all purposes constitute one Agreement, binding on all the parties.

14

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first written above.

BRIGHTHOUSE INVESTMENT ADVISERS, LLC

By:

Alan C. Leland, Jr.

Chief Financial Officer and Treasurer

METLIFE INVESTMENT ADVISORS, LLC

By:

Name:

Title:

15

SCHEDULE A

Percentage of average daily net assets of the Portfolio assets allocated to the Subadviser by the Adviser:

PortfolioPercentage of average daily net assets
MetLife Multi-Index Targeted Risk Portfolio

0.2000% on the first $250 million

0.1850% on the next $250 million

0.1700% on the next $500 million

0.1500% on the assets over $1 billion

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For the MLIA Subadvised Portfolios of Brighthouse Funds Trust II: MetLife Aggregate Bond Index Portfolio, MetLife Stock Index Portfolio, onlyMetLife Mid Cap Stock Index Portfolio, Russell 2000® Index Portfolio and MSCI EAFE® Index Portfolio.

FORM OF MLIA SUB-INVESTMENT MANAGEMENT AGREEMENT

[PORTFOLIO]

SUB-INVESTMENT

MANAGEMENT AGREEMENT

AGREEMENT made as of thisday of,, among Brighthouse Funds Trust II, a Delaware trust (the “Fund”), Brighthouse Investment Advisers, LLC (the “Investment Manager”), a Delaware limited liability company, and MetLife Investment Advisors, LLC, a Delaware limited liability company (the “Sub-Investment Manager”);

W I T N E S S E T H :

WHEREAS, the Fund is engaged in business as a diversified open-end management investment company and is registered as such under the Investment Company Act of 1940 (the “Investment Company Act”);

WHEREAS, the Fund, a series type of investment company, issues separate classes (or series) of stock, each of which represents a separate portfolio of investments;

WHEREAS, the Fund is currently comprised of various portfolios, each of which pursues its investment objectives through separate investment policies, and the Fund may add or delete portfolios from time to time;

WHEREAS, the Sub-Investment Manager is engaged principally in the business of rendering advisory services and is registered as an investment adviser under the Investment Advisers Act of 1940; and

WHEREAS, the Fund has employed the Investment Manager to act as investment manager of the [PORTFOLIO] as set forth in the [PORTFOLIO] Investment Management Agreement of even date herewith between the Fund and the Investment Manager (the “[PORTFOLIO] Investment Management Agreement”); and the Fund and the Investment Manager desire to enter into a separate sub-investment management agreement with respect to the [PORTFOLIO] of the Fund with the Sub-Investment Manager;

17

NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained, the Fund, the Investment Manager and the Sub-Investment Manager hereby agree as follows:

ARTICLE 1.

Duties of the Sub-Investment Manager

Subject to the supervision and approval of the Investment Manager and the Fund’s Board of Directors, the Sub-Investment Manager will manage the investment and reinvestment of the assets of the Fund’s [PORTFOLIO] (the “Portfolio”) for the period and on the terms and conditions set forth in this Agreement. In acting as Sub-Investment Manager to the Fund with respect to the Portfolio, the Sub-Investment Manager shall determine which securities shall be purchased, sold or exchanged and what portion of the assets of the Portfolio shall be held in the various securities or other assets in which it may invest, subject always to any restrictions of the Fund’s Declaration of Trust and By-Laws, as amended or supplemented from time to time, the provisions of applicable laws and regulations including the Investment Company Act, and the statements relating to the Portfolio’s investment objectives, policies and restrictions as the same are set forth in the prospectus and statement of additional information of the Fund then currently effective under the Securities Act of 1933 (the “Prospectus”). Should the Board of Directors of the Fund or the Investment Manager at any time, however, make any definite determination as to investment policy and notify in writing the Sub-Investment Manager thereof, the Sub-Investment Manager shall be bound by such determination for the period, if any, specified in such notice or until similarly notified in writing that such determination has been revoked. The Sub-Investment Manager shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies of the Portfolio, determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the Portfolio with brokers or dealers selected by it.

In connection with the selection of such brokers or dealers and the placing of such orders, the Sub-Investment Manager is directed at all times to follow the policies of the Fund set forth in the Prospectus. Nothing herein shall preclude the “bunching” of orders for the sale or purchase of portfolio securities with other Fund portfolios or with other accounts managed by the Sub-Investment Manager. The Sub-Investment Manager shall not favor any account over any other and any purchase or sale orders executed contemporaneously shall be allocated in a manner it deems equitable among the accounts involved and at a price which is approximately averaged.

In connection with these services the Sub-Investment Manager will provide investment research as to the Portfolio’s investments and conduct a continuous program of evaluation of its assets. The Sub-Investment Manager will have the responsibility to monitor the investments of the Portfolio to the extent necessary for the Sub-Investment Manager to manage the Portfolio in a manner that is consistent with the investment objective and policies of the Portfolio set forth in the Prospectus, as from time to time amended, and communicated in writing to the Sub-Investment Manager, and consistent with applicable law, including, but not limited to, the Investment Company Act and the rules and regulations thereunder and the

18

applicable provisions of the Internal Revenue Code and the rules and regulations thereunder (including, without limitation, subchapter M of the Code and the investment diversification aspects of Section 817(h) of the Code).

The Sub-Investment Manager will furnish the Investment Manager and the Fund such statistical information, including prices of securities in situations where a fair valuation determination is required or when a security cannot be priced by the Fund’s accountants, including prices of securities in situations where a fair valuation determination is required or when a security cannot be priced by the Fund’s accountants, with respect to the investments it makes for the Portfolio as the Investment Manager and the Fund may reasonably request. On its own initiative, the Sub-Investment Manager will apprise the Investment Manager and the Fund of important developments materially affecting the Portfolio, including but not limited to any change in the personnel of the Sub-Investment Manager responsible for the day to day investment decisions made by the Sub-Investment Manager for the Portfolio and any material legal proceedings against the Sub-Investment Manager by the Securities and Exchange Commission relating to violations of the federal securities laws by the Sub-Investment Manager, and will furnish the Investment Manager and the Fund from time to time with similar material information that is believed appropriate for this purpose. In addition, the Sub-Investment Manager will furnish the Investment Manager and the Fund’s Board of Directors such periodic and special reports as either of them may reasonably request.

The Sub-Investment Manager will exercise its best judgment in rendering the services provided for in this Article 1, and the Fund and the Investment Manager agree, as an inducement to the Sub-Investment Manager’s undertaking so to do, that the Sub-Investment Manager will not be liable under this Agreement for any mistake of judgment or in any other event whatsoever, except as hereinafter provided. The Sub-Investment Manager shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise provided or authorized, have no authority to act for or represent the Fund or the Investment Manager in any way or otherwise be deemed an agent of the Fund or the Investment Manager other than in furtherance of its duties and responsibilities as set forth in this Agreement.

Notwithstanding any other provision of this Agreement, the Fund, the Investment Manager and the Sub-Investment Manager may agree to the employment of aSub-Sub-Investment Manager to the Fund for the purpose of providing investment management services with respect to the Portfolio, provided that the compensation to be paid to suchSub-Sub-Investment Manager shall be the sole responsibility of the Sub-Investment Manager and the duties and responsibilities of theSub-Sub-Investment Manager shall be as set forth in asub-sub-investment management agreement among the Investment Manager, theSub-Investment Manager, the Sub-Sub-Investment Manager and the Fund on behalf of the Portfolio.

ARTICLE 2.

Sub-Investment Management Fee

The payment of advisory fees and the allocation of charges and expenses between the Fund and the Investment Manager with respect to the Portfolio are set forth in the [PORTFOLIO]

19

Investment Management Agreement. Nothing in this [PORTFOLIO] Sub-Investment Management Agreement shall change or affect that arrangement. The payment of advisory fees and the apportionment of any expenses related to the services of the Sub-Investment Manager under this Agreement shall be the sole concern of the Investment Manager and the Sub-Investment Manager and shall not be the responsibility of the Fund.

In consideration of services rendered pursuant to this Agreement, the Investment Manager will pay the Sub-Investment Manager on the first business day of each month the fee at the annual rate specified by the schedule of fees in the Appendix to this Agreement. The fee for any period from the date the Portfolio commences operations to the end of the month will be prorated according to the proportion which the period bears to the full month, and, upon any termination of this Agreement before the end of any month, the fee for the part of the month during which the Sub-Investment Manager acted under this Agreement will be prorated according to the proportion which the period bears to the full month and will be payable upon the date of termination of this Agreement.

For the purpose of determining the fees payable to the Sub-Investment Manager, the value of the Portfolio’s net assets will be computed in the manner specified in the Fund’s Prospectus. The Sub-Investment Manager will bear all of its own expenses (such as research costs) in connection with the performance of Administrative Services as provided in section 3 andits duties under this Agreement except for those which the Investment Manager is obligatedagrees to perform hereunder,pay.

The Sub-Investment Manager agrees to notify promptly, upon written request, the Investment Manager shallif, for any other registered investment company having a substantially similar investment program, it agrees to (1) provide more services or bear more expenses for a comparable or lower fee; and (2) provide comparable services and bear comparable expenses for a lower fee.

Other Matters.

The Sub-Investment Manager may from time to time employ or associate with itself any person or persons believed to be liableparticularly fitted to assist in its performance of services under this Agreement. The compensation of any such persons will be paid by the Sub-Investment Manager, and no obligation will be incurred by, or on behalf of, the Fund or its shareholders for any willfulthe Investment Manager with respect to them.

The Fund and the Investment Manager understand that the Sub-Investment Manager now acts and will continue to act as investment manager to various investment companies and fiduciary or negligent act or omissionother managed accounts, and the Fund and the Investment Manager have no objection to the Sub-Investment Manager’s so acting. In addition, the Fund understands that the persons employed by the Sub-Investment Manager to assist in the performance of the Sub-Investment Manager’s duties hereunder will not devote their full time to suchadministrative services.]] service, and nothing herein contained shall be deemed to limit or restrict the Sub-Investment Manager’s right or the right of any of the Sub-Investment Manager’s affiliates to engage in and devote time and attention to other businesses or to render other services of whatever kind or nature.

14.[[For

20

The Sub-Investment Manager agrees that all books and records which it maintains for the Artio International StockFund are the Fund’s property. The Sub-Investment Manager also agrees upon request of the Investment Manager or the Fund, promptly to surrender the books and records to the requester or make the books and records available for inspection by representatives of regulatory authorities. The Sub-Investment Manager further agrees to maintain and preserve the Fund’s books and records in accordance with the Investment Company Act and rules thereunder.

The Sub-Investment Manager will not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with the matters to which this Agreement relates, except for a loss resulting from willful misfeasance, bad faith or gross negligence of the Sub-Investment Manager in the performance of its duties or from reckless disregard of its obligations and duties under this Agreement.

The Investment Manager has herewith furnished the Sub-Investment Manager copies of the Fund’s Prospectus, Declaration of Trust and By-Laws as currently in effect and agrees during the continuance of this Agreement to furnish the Sub-Investment Manager copies of any amendments or supplements thereto before or at the time the amendments or supplements become effective. The Sub-Investment Manager will be entitled to rely on all documents furnished to it by the Investment Manager or the Fund.

ARTICLE 3.

Duration and Termination of this Agreement

This Agreement shall become effective as of the date first above written and shall remain in force for a period of one year and thereafter shall continue in effect, but only so long as such continuance is specifically approved at least annually by (i) the Board of Directors of the Fund, or by the vote of a majority of the outstanding shares of the Portfolio, and (ii) a majority of those directors who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval.

This Agreement may be terminated with respect to the Portfolio at any time, without the payment of any penalty, by the Board of Directors of the Fund, or by vote of a majority of the outstanding shares of the Portfolio, on sixty days’ written notice to the Investment Manager and Sub-Investment Manager, or by the Investment Manager on thirty days’ written notice to the Sub-Investment Manager and the Fund, or by the Sub-Investment Manager on sixty days’ written notice to the Investment Manager and the Fund. This Agreement shall automatically terminate in the event of its assignment or in the event of the termination of the [PORTFOLIO] Investment Management Agreement.

ARTICLE 4.

Definitions

The terms “assignment,” “interested person,” and “majority of the outstanding shares,” when used in this Agreement, shall have the respective meanings specified under the Investment Company Act.

21

ARTICLE 5.

Amendments of this Agreement

This Agreement may be amended by the parties only: if such amendment is specifically approved by (i) the Board of Directors of the Fund, to the extent permitted by the Investment Company Act, or by the vote of a majority of the outstanding shares of the Portfolio, and (ii) by the vote of a majority of those directors of the Fund who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval.

ARTICLE 6.

Governing Law

The provisions of this Agreement shall be construed and interpreted in accordance with the laws of the State of New York as at the time in effect and the applicable provisions of the Investment

D-13

Company Act. To the extent that the applicable law of the State of New York, or any of the provisions herein, conflict with the applicable provisions of the Investment Company Act, the latter shall control.]]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written.ARTICLE 7.

Notices

Notices to be given hereunder shall be addressed to:

 

METROPOLITAN SERIES FUND, INC.,

Fund:

 METLIFE ADVISERS, LLCKristi Slavin
on behalf of its                      Portfolio Brighthouse Funds Trust II
One Financial Center
Boston, Massachusetts 02111

Investment Manager:

Alan C. Leland, Jr.
Brighthouse Investment Advisers, LLC
One Financial Center
Boston, Massachusetts 02111

Sub-Investment Manager:

Name:
Title:
MetLife Investment Advisors, LLC

Changes in the foregoing notice provisions may be made by notice in writing to the other parties at the addresses set forth above. Notice shall be effective upon delivery.

22

BRIGHTHOUSE FUNDS TRUST II

By:    

Kristi Slavin
President and Chief Executive Officer

Attest:

METLIFE INVESTMENT ADVISORS, LLC

By:

 By:

Name:

Title:

Attest:

 

D-14

BRIGHTHOUSE INVESTMENT ADVISERS, LLC

By:    

Alan C. Leland, Jr.
Chief Financial Officer and Treasurer

Attest:

23

Appendix D-3

Form of the Existing Advisory Agreement for the Group A PortfoliosMETLIFE INVESTMENT ADVISORS, LLC

The following form of advisory agreement is for the following Portfolios:Brighthouse Funds Trust II

Barclays Capital Aggregate Bond Index Portfolio[PORTFOLIO]

Loomis Sayles Small Cap Growth PortfolioFee Schedule

MetLife Mid Cap Stock

PortfolioPercentage of average daily net assets

MetLife Aggregate Bond Index Portfolio

MetLife Stock Index Portfolio

MFS Value Portfolio

Morgan Stanley EAFE Index Portfolio

Neuberger Berman Mid Cap Value Portfolio

Oppenheimer Global Equity Portfolio

0.040% on the first $500 million

0.030% on the next $500 million

0.015% over $1 billion of the Portfolio’s average net assets

MetLife Mid Cap Stock Index Portfolio

0.030% on the first $500 million

0.020% on the next $500 million

0.010% over $1 billion of the Portfolio’s average net assets

MetLife Stock Index Portfolio

0.020% on the first $500 million

0.015% on the next $500 million

0.010% on the next $1 billion

0.005% over $2 billion of the Portfolio’s average net assets

MSCI EAFE Index Portfolio

0.050% on the first $500 million

0.040% on the next $500 million

0.020% over $1 billion of the Portfolio’s average net assets

Russell 2000 Index Portfolio

0.040% on the first $500 million

0.030% on the next $500 million

0.015% over $1 billion of the Portfolio’s average net assets

24

Appendix E

NOMINATING, GOVERNANCE AND COMPENSATION COMMITTEE CHARTER

OF THE BOARDS OF

MET INVESTORS SERIES TRUST

&

METROPOLITAN SERIES FUND

(each a “Trust”)

Nominating, Governance and Compensation Committee Membership

The Nominating, Governance and Compensation Committee (the “Committee”) of each Trust is a Committee of, and established by, the Board of Trustees of each Trust (the “Board”). The Committee shall be composed entirely of persons who are not “interested persons” of a Trust as that term is defined in the Investment Company Act of 1940, as amended (the “1940 Act”) (“Independent Trustees”) and may be comprised of one or more of such Independent Trustees.

Board Nominations

1.The Committee shall make recommendations for nominations of Trustee candidates for the Board to the Independent Trustees and to the full Board. Independent Trustees for a Trust are nominated by the Independent Trustees of that Trust. The Committee shall evaluate candidates’ qualifications for Board membership, and Independent Trustee candidates’ independence from a Trust’s investment adviser and other principal service providers. Persons selected as Independent Trustee candidates must be independent in terms of both the letter and spirit of the 1940 Act. The Committee shall also consider the effect of any relationships beyond those delineated in the 1940 Act that might impair independence, e.g. business, financial or family relationships with the investment adviser or its affiliates. In determining nominees’ qualifications for Board membership, the Committee may consider such other factors as it may determine to be relevant to fulfilling the role of being a member of the Board. While the Committee is alone responsible for the nomination of Board candidates the President, and other officers of each Trust, may nonetheless recommend candidates to the Committee. Consistent with the policies and purposes of the 1940 Act, the Committee shall give such recommendations no greater consideration than any other candidate.

2.In considering a candidate’s qualifications, the Committee shall generally consider the potential candidate’s educational background, business or professional experience, and reputation. In addition, all candidates as members of the Board must demonstrate an ability and willingness to make the considerable time commitment, including personal attendance at Board meetings, believed necessary to his or her function as an effective Board member. The Committee may adopt from time to time specific, minimum qualifications that the Committee believes a candidate must meet before being considered as a candidate for Board membership, subject to approval by the full Board. In so doing, the Committee shall comply with any rules adopted from time to time by the U.S. Securities and Exchange Commission regarding investment company nominating committees and the nomination of persons to be considered as candidates for Board membership.

Review of Board Committees

1.The Committee shall annually review and make recommendations for membership on all committees of a Trust and shall review Board committee assignments as necessary, and make recommendations to the Board. The Committee shall also review the continued appropriateness of existing Committee structure and consider addition of any new committees. The Committee shall make recommendations for membership of any new committees established by the Board.

25

2.The Committee shall monitor and at least annually assess the effectiveness of the Board’s committee structure and the number of Portfolios overseen by each Trustee. The Committee and shall have authority to review as necessary the responsibilities of any committee of the Board, whether there is a continuing need for each committee, whether there is a need for additional committees, and whether committees should be combined or reorganized. The Committee shall make recommendations for any such action to the full Board.

Board Governance

1.The Committee shall periodically review the size and composition of the Board to determine whether it may be appropriate to add to or change the membership of the Board.

2.The Committee shall periodically review Board governance practices, policies, procedures and operations and recommend appropriate changes to the Board.

3.The Committee shall periodically review and make recommendations regarding ongoing Trustee education on current industry matters and as applicable orientation for new Trustees.

4.The Committee shall lead and manage the annual self-assessment process (which includes the full Board) and make recommendations regarding any self-assessment conducted by the Board.

5.The Committee shall review and oversee the quality of service providers engaged by the Independent Trustees.

6.The Committee (i) shall monitor and supervise the performance of legal counsel employed by the Independent Trustees, and (ii) shall monitor the independence of legal counsel employed by the Independent Trustees in accordance with requirements of 1940 Act rules. The Committee (or its delegate) shall review and approve the compensation paid to legal counsel employed by the Independent Trustees.

7.The Committee shall review as necessary any similar matters relating to the governance of the Board at the request of any Trustee or on its own initiative.

Trustee Compensation

1.The Committee shall annually conduct a review of Independent Trustee compensation and shall make appropriate recommendations with respect thereto to the full Board.

Other Powers and Responsibilities

1.The Committee shall annually review the Independent Trustees’ and the Trusts’ insurance program and report findings to the full Board.

General Operations

1.The Committee shall meet at least once yearly or more frequently, in open or executive sessions prior to the meeting of the full Board, and is empowered to hold special meetings as circumstances require. The Committee may invite members of management, counsel, advisers and others to attend its meetings as it deems appropriate. The Committee shall have separate sessions with management and others as and when it deems appropriate.

2.The Committee shall have the resources and authority appropriate to discharge its responsibilities, including authority to utilize Independent Trustee or Trust counsel and to retain other experts and consultants at the expense of a Trust.

3.The Committee shall report its activities to the full Board and make such recommendations as the Committee may deem necessary or appropriate.

4.

A majority of the members of the Committee shall constitute a quorum for the transaction of business at any meeting of the Committee. The action of a majority of the members of the Committee present at a

26

meeting at which a quorum is present shall be the action of the Committee. The Committee may, upon due notice (including electronic or telephonic) to the Committee members, meet in person or by telephone, and the Committee may act by written consent, to the extent permitted by law and by a Trust’s governing instrument. In the event of any inconsistency between this Charter and a Trust’s governing instrument, the provisions of the Trust’s governing instrument shall be given precedence.

5.The Committee shall review this Charter at least annually and recommend any changes to the full Board.

6.The Committee may select one of its members to be the Chair and may select a Vice Chair.

Adopted by the Met Investors Series Trust Committee: December 7, 2000

Amended by the Met Investors Series Trust Committee: September 21, 2004, November 8, 2005, February 9, 2010, August 9, 2011 and May 23, 2012

Adopted by the Metropolitan Series Fund Committee: May 23, 2012

Amended by the Met Series Fund and Met Investors Series Fund Committee: May 22, 2013

27

Appendix F

The following table set forth the compensation received by each Trustee during the fiscal year ended December 31, 2015.

Compensation Paid to the Trustees of the Trusts

Name, Position        

 Aggregate
Compensation from
MIST Trust(1)		  Aggregate
Compensation from
MSF Trust(1)		  Pension or
Retirement Benefits
Accrued as Part of
the Trusts’ Expenses		  Total Compensation
from Fund and
Fund Complex*
Paid to Trustees		 

Interested Trustee

    
John Rosenthal, Trustee(2)  None    None    None    None  

Independent Trustees

  

   

Dawn M. Vroegop, Trustee

  $278,396    $175,104    None    $453,500  

Stephen M. Alderman, Trustee

  $198,595    $124,905    None    $323,500  

Robert J. Boulware, Trustee

  $217,007    $136,493    None    $353,500  

Susan C. Gause, Trustee

  $241,564    $151,936    None    $393,500  

Nancy Hawthorne, Trustee

  $229,298    $144,202    None    $373,500  

Barbara A. Nugent, Trustee

  $201,672    $126,828    None    $328,500  

Linda B. Strumpf, Trustee

  $212,408    $133,592    None    $346,000  

*The MetLife Fund Complex includes MIST (48 portfolios as of December 31, 2015) and MSF (30 portfolios as of December 31, 2015).
(1)Certain Trustees have elected to defer all or part of their total compensation for the year ended December 31, 2015, under the Trusts’ Deferred Fee Agreements. Amounts deferred under MIST’s Deferred Fee Agreement for the fiscal year ended December 31, 2015 by Mr. Alderman, Mr. Boulware, Ms. Gause, Ms. Hawthorne, Ms. Nugent, and Ms. Strumpf, and Ms. Vroegop were $49,649, $167,096, $241,564, $45,860, $67,157, $84,963 and $55,679, respectively. Amounts deferred under MSF’s Deferred Fee Agreement for the fiscal year ended December 31, 2015 by Mr. Alderman, Mr. Boulware, Ms. Gause, Ms. Hawthorne, Ms. Nugent, Ms. Strumpf, and Ms. Vroegop were $31,226, $105,099, $151,936, $28,840, $42,234, $53,437 and $35,021, respectively.
(2)Mr. Rosenthal is an “interested person,” as defined in the 1940 Act of the Trusts because of his position with MetLife, the current parent company of the Manager. A Trustee who is an interested person do not receive any compensation from the Trusts.

28

Appendix G

The following table sets forth the dollar range of equity securities beneficially owned by each Trustee in the Trusts’ Portfolios and in the MetLife Funds Complex as of September 30, 2016. Unless otherwise noted, the dollar range of equity securities beneficially owned by a Trustee in a specified Portfolio represents an interest in that Portfolio, as of September 30, 2016, that is held through a Trust’s Deferred Fee Agreement and does not represent actual ownership of the specified Portfolio’s shares. As of September 30, 2016, the Trustees of MIST and MSF as a group owned less than 1% of the outstanding shares of each Trust or any Portfolio of the Trusts.

Share Ownership of the Trustees of the Trusts

Name of Trustee

Name of Portfolio

Dollar Range of
Equity Securities in
the Portfolio

Aggregate Dollar Range of
Equity Securities in All
Portfolios Overseen by
Trustees  in the MetLife
Funds Complex

Interested Trustee and Nominee

John Rosenthal

NoneNoneNone

Independent Trustees and Nominees

Dawn M. Vroegop (49)

ClearBridge Aggressive Growth (MIST)$1-$10,000(2)Over $100,000(2)
Harris Oakmark International (MIST)$50,001-$100,000(2)
Loomis Sayles Global Markets (MIST)Over $100,000(2)
Met/Aberdeen Emerging Markets Equity (MIST)$10,001-$50,000(2)
Met/Eaton Vance Floating Rate (MIST)$10,001-$50,000(2)
Met/Wellington Large Cap Research (MIST)Over $100,000(2)
Morgan Stanley Mid Cap Growth (MIST)$1-$10,000(2)
Neuberger Berman Genesis (MSF)$1-$10,000(2)
T. Rowe Price Mid Cap Growth (MIST)$1-$10,000(2)
Van Eck Global Natural Resources (MSF)$10,001-$50,000(2)

Stephen M. Alderman (56)

AB Global Dynamic Allocation (MIST)$50,001-$100,000(2)Over $100,000(2)
AQR Global Risk Balanced (MIST)$50,001-$100,000(2)
MetLife Aggregate Bond Index Portfolio (MSF)$10,001-$50,000(1)
BlackRock Global Tactical Strategies (MIST)$50,001-$100,000(2)
Goldman Sachs Mid Cap Value (MIST)$10,001-$50,000(1)

29

Name of Trustee

Name of Portfolio

Dollar Range of
Equity Securities in
the Portfolio

Aggregate Dollar Range of
Equity Securities in All
Portfolios Overseen by
Trustees  in the MetLife
Funds Complex

Invesco Balanced-Risk Allocation (MIST)$50,001-$100,000(2)
JPMorgan Global Active Allocation (MIST)$10,001-$50,000(2)
Loomis Sayles Global Markets (MIST)$10,001-$50,000(2)
MetLife Balanced Plus (MIST)$50,001-$100,000(2)
MetLife Multi-Index Targeted Risk (MIST)$10,001-$50,000(2)
Pyramis® Managed Risk (MIST)$10,001-$50,000(2)
Russell 2000® Index (MSF)$10,001-$50,000(1)
Schroders Global Multi-Asset (MIST)$10,001-$50,000(2)
T. Rowe Price Large Cap Growth (MSF)$50,001-$100,000(1)
T. Rowe Price Large Cap Value (MIST)$50,001-$100,000(1)
T. Rowe Price Mid Cap Growth (MIST)$10,001-$50,000(1)

Robert Boulware (59)

AQR Global Risk Balanced (MIST)Over $100,000(2)Over $100,000(2)
ClearBridge Aggressive Growth (MIST)$50,001-$100,000(2)
Harris Oakmark International (MIST)Over $100,000(2)
Met/Aberdeen Emerging Markets Equity (MIST)$50,001-$100,000(2)
Met/Eaton Vance Floating Rate (MIST)Over $100,000(2)
Met/Templeton International Bond (MIST)$50,001-$100,000(2)

Susan C. Gause (63)

ClearBridge Aggressive Growth (MIST)$50,001-$100,000(2)Over $100,000(2)
Harris Oakmark International (MIST)Over $100,000(1)(2)
Loomis Sayles Global Markets (MIST)$50,001-$100,000(2)
Met/Eaton Vance Floating Rate (MIST)Over $100,000(2)
Met/Franklin Low Duration Total Return (MIST)Over $100,000(2)
Met/Templeton International Bond Fund (MIST)$50,001-$100,000(2)
PIMCO Inflation Protected Bond (MIST)Over $100,000(1)(2)

30

Name of Trustee

Name of Portfolio

Dollar Range of
Equity Securities in
the Portfolio

Aggregate Dollar Range of
Equity Securities in All
Portfolios Overseen by
Trustees  in the MetLife
Funds Complex

Schroders Global Multi-Asset (MIST)Over $100,000(2)
T. Rowe Price Mid Cap Growth (MIST)$50,001-$100,000(1)(2)
T. Rowe Price Small Cap Growth Portfolio(MSF)$50,001-$100,000

D-15

PORTFOLIO

INVESTMENT MANAGEMENT AGREEMENT

AGREEMENT made this             day of             , 20__, by and between Metropolitan Series Fund, Inc., a Maryland corporation (the “Fund”), and MetLife Advisers, LLC, a Delaware limited liability company (the “Investment Manager”);

WITNESSETH:

WHEREAS, the Fund is engaged in business as a diversified open-end management investment company and is registered as such under the Investment Company Act of 1940 (the “Investment Company Act”);

WHEREAS, the Fund, a series type of investment company, issues separate classes (or series) of stock, each of which represents a separate portfolio of investments;

WHEREAS, the Fund is currently comprised of various portfolios, each of which pursues its investment objectives through separate investment policies, and the Fund may add or delete portfolios from time to time;

WHEREAS, the Investment Manager is engaged principally in the business of rendering advisory services and is registered as an investment adviser under the Investment Advisers Act of 1940; and

WHEREAS, the Fund desires to enter into a separate investment management agreement with respect to the             Portfolio of the Fund with the Investment Manager;

NOW THEREFORE, in consideration of the premises and the covenants hereinafter contained, the Fund and the Investment Manager hereby agree as follows:

ARTICLE 1.

Duties of the Investment Manager.

The Fund hereby employs the Investment Manager to act as the investment adviser to and investment manager of the             Portfolio (the “Portfolio”) and to manage the investment and reinvestment of the assets of the Portfolio and to administer its affairs, subject to the supervision of the Board of Directors of the Fund, for the period and on the terms and conditions set forth in this Agreement. The Investment Manager hereby accepts such employment and agrees during such period, at its own expense, to render the services and to assume the obligations herein set forth for the compensation provided for herein. The Investment Manager shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise provided or authorized, have no authority to act for or represent the Fund in any way or otherwise be deemed an agent of the Fund other than in furtherance of its duties and responsibilities as set forth in this Agreement.

D-16

(a) Investment Management Services. In acting as investment manager to the Portfolio, the Investment Manager shall regularly provide the Portfolio with such investment research, advice and management as the Fund may from time to time consider necessary for the proper management of the Portfolio and shall furnish continuously an investment program and shall determine which securities shall be purchased, sold or exchanged and what portion of the assets of the Portfolio shall be held in the various securities or other assets, subject always to any restrictions of the Fund’s Articles of Incorporation and By-Laws, as amended or supplemented from time to time, the provisions of applicable laws and regulations including the Investment Company Act, and the statements relating to the Portfolio’s investment objectives, policies and restrictions as the same are set forth in the prospectus of the Fund then-currently effective under the Securities Act of 1933 (the “Prospectus”). Should the Board of Directors of the Fund at any time, however, make any definite determination as to investment policy and notify the Investment Manager thereof, the Investment Manager shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Investment Manager shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies of the Portfolio, determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the Portfolio with brokers or dealers selected by the Investment Manager. In connection with the selection of such brokers or dealers and the placing of such orders, the Investment Manager is directed at all times to follow the policies of the Fund as set forth in the Prospectus. Nothing herein shall preclude the “bunching” of orders for the sale or purchase of portfolio securities with the other Portfolios or with other accounts managed by the Investment Manager or the Investment Manager’s general account and separate accounts. The Investment Manager shall not favor any account over any other and any purchase or sale orders executed contemporaneously shall be allocated in a manner it deems equitable among the accounts involved and at a price which is approximately averaged.

(b) Administrative Services. In addition to the performance of investment advisory services, the Investment Manager shall perform administrative services in connection with the management of the Portfolio. In this connection, the Investment Manager agrees (i) to assist in managing all aspects of the Fund’s operations relating to the Portfolio, including the coordination of all matters relating to the functions of the custodian, transfer agent, other shareholder service agents, accountants, attorneys and other parties performing services or operational functions for the Fund, (ii) to provide the Fund, at the Investment Manager’s expense, with services of persons competent to perform such professional, administrative and clerical functions as are necessary in order to provide effective administration of the Portfolio, including duties in connection with shareholder relations, reports, redemption requests and account adjustments and the maintenance of the books and records required of the Fund, and (iii) to provide the Fund, at the Investment Manager’s expense, with adequate office space and related services necessary for its operations as contemplated in this Agreement. In performing such administrative services, the Investment Manager shall

D-17

comply with all provisions of the Fund’s Articles of Incorporation and By-Laws, with all laws and regulations to which the Fund may be subject and with all directions of the Fund’s Board of Directors.

The Investment Manager shall supply the Board of Directors and officers of the Fund with all statistical information regarding investments which is reasonably required by them and reasonably available to the Investment Manager.

(c) Sub-Investment Manager. Notwithstanding any other provision of this Agreement, the Fund and the Investment Manager may agree to the employment of a Sub-Investment Manager to the Fund for the purpose of providing investment management services with respect to the Portfolio, provided that the compensation to be paid to such Sub-Investment Manager shall be the sole responsibility of the Investment Manager and the duties and responsibilities of the Sub-Investment Manager shall be as set forth in a sub-investment management agreement among the Investment Manager, the Sub-Investment Manager and the Fund on behalf of the Portfolio.

ARTICLE 2.

Allocation of Charges and Expenses.

(a) The Investment Manager. In addition to the compensation paid to any Sub-Investment Manager as set forth in Article 1 above, the Investment Manager shall pay the organization costs of the Fund relating to the Portfolio. The Investment Manager also assumes expenses of the Fund relating to maintaining the staff and personnel, and providing the equipment, office space and facilities, necessary to perform its obligations under this Agreement.

(b) The Fund. The Fund assumes and shall pay (or cause to be paid) all other Fund expenses, including but not limited to the following expenses: the fee referred to in Article 3 below; interest and any other costs related to borrowings by the Fund attributable to the Portfolio; taxes payable by the Fund and attributable to the Portfolio; brokerage costs and other direct costs of effecting portfolio transactions (including any costs directly related to the acquisition, disposition, lending or borrowing of portfolio investments) on behalf of the Portfolio; the compensation of the directors and officers of the Fund who are not actively employed by the Investment Manager; custodian, registration and transfer agent fees; fees of outside counsel to and of independent auditors of the Fund selected by the Board of Directors; expenses of printing and mailing to existing shareholders of registration statements, prospectuses, reports, notices and proxy solicitation materials of the Fund; all other expenses incidental to holding meetings of the Fund’s shareholders; insurance premiums for fidelity coverage and errors and omissions insurance; and extraordinary or non-recurring expenses (such as legal claims and liabilities and litigation costs and any indemnification related thereto) attributable to the Portfolio. The Fund shall allocate the appropriate portion of the foregoing expenses to the Portfolio.

D-18

All expenses of any activity which is primarily intended to result in the sale of the Fund’s shares, and certain other expenses as detailed in the Fund’s Distribution Agreement with Metropolitan Life Insurance Company, are assumed by the distributor of the Fund’s shares.

ARTICLE 3.

Compensation of the Investment Manager.

For the services rendered, the facilities furnished and expenses assumed by the Investment Manager, the Fund shall pay to the Investment Manager at the end of each calendar month a fee which shall accrue daily at the annual rate specified by the schedule of fees in the Appendix to this Agreement. The average daily value of the net assets of the Portfolio shall be determined and computed in accordance with the description of the method of determination of net asset value contained in the Prospectus.

ARTICLE 4.

Limitation of Liability of the Investment Manager.

(a) In the performance of advisory services as provided in Article 1(a), the Investment Manager shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with any investment policy or the purchase, sale or redemption of any securities on the recommendation of the Investment Manager. Nothing herein contained shall be construed to protect the Investment Manager against any liability to the Fund or its shareholders to which the Investment Manager shall otherwise be subject by reason of willful misfeasance, bad faith, gross negligence in the performance of its duties on behalf of the Fund, reckless disregard of the Investment Manager’s obligations and duties under this Agreement or the violation of any applicable law.

(b) In the performance of administrative services as provided in Article 1(b) and which the Investment Manager is obligated to perform hereunder, the Investment Manager shall be liable to the Fund or its shareholders for any willful or negligent act or omission in the performance of such administrative services.

ARTICLE 5.

Activities of the Investment Manager.

The services of the Investment Manager under this Agreement are not to be deemed exclusive, and the Investment Manager shall be free to render similar services to others so long as its services hereunder are not impaired thereby. It is understood that directors, officers, employees and shareholders of the Fund are or may become

D-19

interested in the Investment Manager, as directors, officers, employees or policyholders or otherwise and that directors, officers, employees or policyholders of the Investment Manager are or may become similarly interested in the Fund, and that the Investment Manager is or may become interested in the Fund as shareholder or otherwise.

ARTICLE 6.

Duration and Termination of this Agreement.

This Agreement shall become effective as of the date first above written and shall remain in force until             and thereafter shall continue in effect, but only so long as such continuance is specifically approved at least annually by (i) the Board of Directors of the Fund, or by the vote of a majority of the outstanding shares of the Portfolio, and (ii) a majority of those directors who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval.

This Agreement may be terminated with respect to the Portfolio at any time, without the payment of any penalty, by the Board of Directors of the Fund, or by vote of a majority of the outstanding shares of the Portfolio, on sixty days’ written notice to the Investment Manager, or by the Investment Manager on sixty days’ written notice to the Fund. This Agreement shall automatically terminate in the event of its assignment.

ARTICLE 7.

Definitions.

The terms “assignment,” “interested person,” and “majority of the outstanding shares,” when used in this Agreement, shall have the respective meanings specified under the Investment Company Act.

ARTICLE 8.

Amendments of this Agreement.

This Agreement may be amended by the parties only if such amendment is specifically approved by (i) the Board of Directors of the Fund, to the extent permitted by the Investment Company Act, or by the vote of a majority of the outstanding shares of the Portfolio, and (ii) by the vote of a majority of those directors of the Fund who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval.

20

ARTICLE 9.

Governing Law.

The provisions of this Agreement shall be construed and interpreted in accordance with the laws of the State of New York as at the time in effect and the applicable provisions of the Investment Company Act. To the extent that the applicable law of the State of New York, or any of the provisions herein, conflict with the applicable provisions of the Investment Company Act, the latter shall control.

METROPOLITAN SERIES FUND, INC.

By:

Attest:

(1)(2)		  
Van Eck Global Natural Resources (MSF)$1-$10,000(1)

Nancy Hawthorne (65)

METLIFE ADVISERS, LLC

By:

Attest:

ClearBridge Aggressive Growth (MIST)$50,001-$100,000(2)Over $100,000(2)
Harris Oakmark International (MIST)$10,001-$50,000(2)
MFS® Total Return (MSF)$10,001-$50,000(2)
T. Rowe Price Large Cap Growth (MSF)Over $100,000(2)
T. Rowe Price Small Cap Growth (MSF)Over $100,000(2)

Barbara A. Nugent (59)

AB Global Dynamic Allocation (MIST)Over $100,000(1)Over $100,000(1)(2)
BlackRock Global Tactical Strategies (MIST)Over $100,000(1)
Met/Templeton International Bond (MIST)$10,001-$50,000(2)
MSCI EAFE® Index (MSF)$10,001-$50,000(2)
Russell 2000® Index (MSF)$10,001-$50,000(2)
T. Rowe Price Large Cap Value (MIST)$10,001-$50,000(2)
T. Rowe Price Mid Cap Growth (MIST)$10,001-$50,000(2)
T. Rowe Price Small Cap Growth (MSF)$10,001-$50,000(2)

Linda B. Strumpf (68)

AB Global Dynamic Allocation (MIST)$50,001-$100,000(2)Over $100,000(2)
Clarion Global Real Estate (MIST)$10,001-$50,000(2)
ClearBridge Aggressive Growth (MIST)$10,001-$50,000(2)
Invesco Comstock (MIST)Over $100,000(2)
Jennison Growth (MSF)Over $100,000(2)
MetLife Balanced Plus (MIST)$10,001-$50,000(2)
Neuberger Berman Genesis (MSF)Over $100,000(2)
T. Rowe Price Small Cap Growth (MSF)Over $100,000(2)
Van Eck Global Natural Resources (MSF)$50,001-$100,000(2)  

Name:

Title:

31

 

D-21

Appendix

Metropolitan Series Fund Fee Schedule

Portfolio

[See Appendix B
(1)Represents ownership, as of September 30, 2016, of insurance products that utilize the Portfolios as investment vehicles. Shares of the Proxy Statement for each Portfolio’s fee schedule.]

D-22

Appendix E

Similar Portfolios Advisedmay not be held directly by individuals.

(2)Represents ownership, as of September 30, 2016, through the Manager

MetLife Advisers, LLC (the “Manager”) acts as investment adviser to the portfolios listed in the table below. Such portfolios have been classified into groups of portfolios that have similar investment objectives to those of certain of the portfolios of Metropolitan Series Fund, Inc. (the “Fund”).Trusts’ Deferred Fee Agreements.

 

Portfolio

Estimated Net Assets as of
6/30/2011

Annual Fee Rate as a Percentage of
Average Annual Assets

Large Cap Equity

American Funds Growth(1)

$944,764,916None
Batterymarch Growth and Income*$264,529,941

0.650% - First $500 million

0.550% - Next $500 million

0.500% - Next $500 million

0.450% - Next $500 million

0.400% - Over $2 billion

BlackRock Large Cap Core*

$1,204,971,119

0.625% - First $250 million

0.600% - Next $250 million

0.575% - Next $500 million

0.550% - Next $1 billion

0.500% - Over $2 billion

BlackRock Large Cap Value*

$1,320,053,377

0.700% - First $250 million

0.650% - Next $500 million

0.600% - Over $750 million

BlackRock Legacy Large Cap Growth*$1,717,356,782

0.730% - First $1 billion

0.650% - Over $1 billion

Davis Venture Value*

$3,966,424,225

0.750% - First $1 billion

0.700% - Next $2 billion

0.650% - Over $3 billion

FI Value Leaders

$474,044,446

0.700% - First $200 million

0.650% - Next $300 million

0.600% - Next $1.5 billion

0.550% - Over $2 billion

Janus Forty

$1,896,802,227

0.650% - First $1 billion

0.600% - Over $1 billion

Jennison Growth*

$1,597,181,823

0.700% - First $200 million

0.650% - Next $300 million

0.600% - Next $1.5 billion

0.550% - Over $2 billion

E-1

32

Portfolio

Estimated Net Assets as of
6/30/2011

Annual Fee Rate as a Percentage of
Average Annual Assets

Legg Mason Clearbridge Aggressive Growth$1,171,709,667

0.650% - First $500 million

0.600% - Next $500 million

0.550% - Next $1 billion

0.500% - Over $2 billion

Met/Franklin Mutual Shares*

$656,593,5570.800% - All Assets

MetLife Stock Index*

$5,244,575,0010.250% - All Assets

MFS Value*

$2,556,652,760

0.750% - First $250 million

0.700% - Next $2.25 billion

0.675% - Next $2.5 billion

0.650% - Over $5 billion

Oppenheimer Capital Appreciation$741,902,968

0.650% - First $150 million

0.625% - Next $150 million

0.600% - Next $200 million

0.550% - Next $200 million

0.525% - Next $200 million

0.500% - Over $900 million

Pioneer Fund*

$903,270,464

0.700% - First $200 million

0.650% - Next $300 million

0.600% - Next $1.5 billion

0.550% - Over $2 billion

Rainier Large Cap Equity

$887,058,622

0.700% - First $150 million

0.675% - Next $150 million

0.650% - Next $700 million

0.600% - Over $1 billion

T. Rowe Price Large Cap Growth*$1,308,060,513

0.650% - First $50 million

0.600% - Over $50 million

T. Rowe Price Large Cap Value*(2)$3,088,020,746

0.750% - First $50 million

0.700% - Next $50 million

0.650% - First $200 million if assets are over $100 million up to $200 million 0.620% - First $500 million if assets are over $200 million up to $500 million

0.595% - First $500 million if assets are over $500 million up to $1 billion

0.570% - Next $500 million if assets are over $500 million up to $1 billion

0.570% - All assets if assets are over $1 billion

E-2

Appendix H

BOARD OF TRUSTEES’ CONSIDERATION OF THE CURRENT ADVISORY

AGREEMENTS AND CURRENT SUBADVISORY AGREEMENTS

At an in-person meeting held on November 15-16, 2016 (the “November Meeting”), the Boards of Trustees (the “Board”) of the Met Investors Series Trust and Metropolitan Series Fund (“MIST” and “MSF,” respectively, and collectively, the “Trusts”), including a majority of the Trustees who are not considered to be “interested persons” of the Trusts (the “Independent Trustees”) under the Investment Company Act of 1940 (the “1940 Act”), approved the continuation of the Trusts’ advisory agreements (each, an “Advisory Agreement”) with MetLife Advisers, LLC (the “Manager”), on behalf of the Portfolios, each a series of the Trusts (the “MLF Portfolios”), and the sub-advisory agreements (each a “Sub-Advisory Agreement,” and collectively with the Advisory Agreement, the “Agreements”) between the Manager and the investment sub-adviser, MetLife Investment Advisors, LLC (the “Sub-Adviser), on behalf of the MetLife Aggregate Bond Index Portfolio, MetLife Multi-Index Targeted Risk Portfolio, MetLife Stock Index Portfolio, MetLife Mid Cap Stock Index Portfolio, and Russell 2000® Index Portfolio, MSCI EAFE® Index Portfolio (the “MLIA Subadvised Portfolios” and, collectively with the MLF Portfolios, the “Portfolios”).

In reaching that decision, the Board reviewed a variety of materials provided for the specific purpose of the annual contract renewal process. In addition, various materials provided to and discussed with the Board throughout the year also informed the Board’s decision to renew the Agreements. That information for each Portfolio included, but was not limited to, investment performance reports, along with periodic reports on various expenses, shareholder services, legal and compliance matters, asset pricing, brokerage commissions and trade execution.

The Board met in person with personnel of the Manager on September 27, 2016 for the specific purpose of giving preliminary consideration to the proposed continuation of the Agreements (the “September Meeting”) through the review by the Manager with the Board of the performance and fees experienced by each Portfolio, as well as other information. In considering the Agreements, the Independent Trustees were advised by independent legal counsel throughout the contract renewal process, and met with independent legal counsel in several executive sessions outside of the presence of management.

Information furnished and reviewed specifically in connection with the renewal process included, but was not limited to, a report for each Portfolio prepared by Broadridge (“Broadridge”), an independent organization, and a Portfolio-by-Portfolio profitability analysis that management prepared. In addition, the Independent Trustees received and reviewed a report prepared by JDL Consultants, LLC (“JDL”), an independent consultant to the Independent Trustees (“JDL Report”), which examined the comparative fees, expenses and performance of each Portfolio, based upon the Broadridge reports. Also, the Board reviewed the responses to wide-ranging questions relating to the business, operations and performance of the Manager and the Sub-Adviser that the Manager and Sub-Adviser had prepared specifically for the renewal process.

33

Portfolio

Estimated Net Assets as of
6/30/2011

Annual Fee Rate as a Percentage of
Average Annual Assets

Van Kampen Comstock

$2,108,168,519

0.650% - First $500 million

0.600% - Next $500 million

0.525% - Over $1 billion

Zenith Equity(3)

$536,834,869None

Mid Cap Equity

BlackRock Aggressive Growth*$920,681,450

0.750% - First $500 million

0.700% - Next $500 million

0.650% - Over $1 billion

Goldman Sachs Mid Cap Value$715,850,856

0.750% - First $200 million

0.700% - Over $200 million

Lazard Mid Cap

$424,768,165

0.700% - First $500 million

0.675% - Next $500 million

0.600% - Over $1 billion

Lord Abbett Mid Cap Value

$449,258,669

0.700% - First $200 million

0.650% - Next $300 million

0.625% - Over $500 million

Met/Artisan Mid Cap Value

$1,298,438,068

0.820% - First $1 billion

0.780% - Over $1 billion

MetLife Mid Cap Stock Index*$679,623,4970.250% - All Assets
Morgan Stanley Mid Cap Growth*$928,954,703

0.700% - First $200 million

0.650% - Next $300 million

0.625% - Over $500 million

Neuberger Berman Mid Cap Value$757,005,002

0.650% - First $1 billion

0.600% - Over $1 billion

T. Rowe Price Mid Cap Growth*$1,581,938,5150.750% - All Assets

Turner Mid Cap Growth*

$340,455,556

0.800% - First $300 million

0.700% - Over $300 million

Small Cap Equity

Dreman Small Cap Value*

$308,659,662

0.800% - First $100 million

0.775% - Next $400 million

0.750% - Next $500 million

0.725% - Over $1 billion

Invesco Small Cap Growth*

$1,530,845,973

0.880% - First $500 million

0.830% - Over $500 million

Loomis Sayles Small Cap Core*$454,000,288

0.900% - First $500 million

0.850% - Over $500 million

E-3

At the November Meeting, the Board, including a majority of the Independent Trustees, concluded that the nature, extent and quality of services provided by the Manager and the Sub-Adviser supported the renewal of the Agreements. The Board also concluded that the investment performance of each Portfolio was such that each Agreement should continue, and that the fees paid by a Portfolio to the Manager and the Sub-Adviser appeared to be reasonable in light of the nature, extent and quality of the services provided by the Manager and Sub-Adviser. Further, the Board concluded that the Manager’s profitability in providing services under the Advisory Agreements did not appear unreasonably high in light of the nature, extent and quality of the services provided by the Adviser. Finally, the Board concluded that the investment advisory fees paid by the Portfolios in some measure shared economies of scale with contractholders. In approving the renewal of each of the Agreements, the Board, including the Independent Trustees, gave attention to all of the information that was furnished. The Board evaluated all information available to it on a Portfolio-by-Portfolio basis, and its decision was made separately with respect to each Portfolio. The following discusses some of the primary factors that generally were relevant to the Board’s decision. The Board did not identify any single factor as controlling, and the Trustees generally attributed different weights to various factors for the various Portfolios.

Nature, extent and quality of services. The Board evaluated the nature, extent and quality of the services that the Manager and the Sub-Adviser have provided to the Portfolios, as applicable. The Board considered the Manager’s services as investment manager to the Portfolios, including its services relating to the oversight of any investment sub-adviser for the Portfolios, including the Sub-Adviser with respect to the MLIA Subadvised Portfolios, and their investment management activities, trading practices, financial condition, relevant personnel matters and compliance programs, among other things. The Manager’s services in coordinating and overseeing the activities of the Trusts’ other service providers were also considered. The Board considered information received from the Trusts’ Chief Compliance Officer (“CCO”) regarding the Portfolios’ compliance policies and procedures that were established pursuant to Rule 38a-l under the 1940 Act. In addition, throughout the year, the Board considered the expertise, experience and performance of the personnel of the Manager who performed the various services that are mentioned above.

The Board also noted that the Manager’s investment, compliance and legal staff conduct regular, periodic, telephonic and in-person meetings with each sub-adviser to review and assess the services that are provided to the Portfolios, and that personnel of the Manager prepare and present reports to the Independent Trustees regarding those meetings.

The Board further considered the provision of investment advisory services by the Manager to the MetLife Asset Allocation 20 Portfolio, MetLife Asset Allocation 40 Portfolio, MetLife Asset Allocation 60 Portfolio, MetLife Asset Allocation 80 Portfolio and MetLife Asset Allocation 100 Portfolio (the “Asset Allocation Portfolios”) and the American Funds Balanced Allocation Portfolio, American Funds Growth Allocation Portfolio and American Funds Moderate Allocation Portfolio (the “American Fund of Funds”).

34

Portfolio

Estimated Net Assets as of
6/30/2011

Annual Fee Rate as a Percentage of
Average Annual Assets

Loomis Sayles Small Cap Growth*$424,006,246

0.900% - First $500 million

0.850% - Over $500 million

Met/Dimensional International Small Company*$706,719,391

0.850% - First $100 million

0.800% - Over $100 million

Neuberger Berman Genesis*

$1,154,820,343

0.850% - First $500 million

0.800% - Next $500 million

0.750% - Over $1 billion

Russell 2000 Index*

$690,854,4710.250% - All Assets
Third Avenue Small Cap Value$1,401,970,071

0.750% - First $1 billion

0.700% - Over $1 billion

T. Rowe Price Small Cap Growth*$641,781,247

0.550% - First $100 million

0.500% - Next $300 million

0.450% - Over $400 million

Fixed Income

PIMCO Inflation Protected Bond$3,321,732,626

0.500% - First $1.2 billion

0.450% - Over $1.2 billion

Met/Templeton International Bond$1,003,088,0750.600% - All Assets
Western Asset Management U.S. Government*$2,410,006,355

0.550% - First $500 million

0.450% - Over $500 million

Fixed Income – Investment Grade

American Funds Bond(1)

$462,449,597None
Barclays Capital Aggregate Bond Index*$1,758,767,1390.250% - All Assets

BlackRock Bond Income*

$3,600,114,857

0.400% - First $1 billion

0.350% - Next $1 billion

0.300% - Next $1 billion

0.250% - Over $3 billion

Met/Franklin Low Duration Total Return*$745,862,073

0.520% - First $100 million

0.510% - Next $150 million

0.500% - Next $250 million

0.490% - Next $500 million

0.470% - Next $500 million

0.450% - Over $1.5 billion

PIMCO Total Return

$9,700,332,095

0.500% - First $1.2 billion

0.475% - Over $1.2 billion

E-4

With respect to the Asset Allocation Portfolios, the Board noted that the Manager has hired at its own expense an independent consultant to provide research and consulting services with respect to the periodic asset allocation targets for each of the Asset Allocation Portfolios and investments in other Portfolios of the Trusts (the “Underlying Portfolios”). Additionally, the Board considered that a committee, consisting of investment professionals from across the Manager, meets regularly to review the asset allocations and discuss the performance of the Asset Allocation Portfolios and the American Funds of Funds.

The Board further considered and found that the advisory fee to be paid to the Manager with respect to each Asset Allocation Portfolio and American Fund of Funds was based on services to be provided that were in addition to, rather than duplicative of, the services provided pursuant to the advisory agreements for the Underlying Portfolios in which the Portfolio invests.

With respect to the services provided by the Sub-Adviser, the Board considered a variety of information that the Manager and the Sub-Adviser provided. The Board considered the Sub-Adviser’s investment process and philosophy, and the investment performance experienced by the Portfolio. The Board took into account that the Sub-Adviser’s responsibilities include the development and maintenance of an investment program for the applicable Portfolio that is consistent with the Portfolio’s investment objectives, the selection of investment securities and the placement of orders for the purchase and sale of such securities, as well as the implementation of compliance controls related to performance of these services. In particular, the Board considered, among other things, the Sub-Adviser’s current level of staffing as well as its compensation program and its overall resources. The Board reviewed the Sub-Adviser’s history and investment experience, as well as information regarding the qualifications, background and responsibilities of the Sub-Adviser’s investment and compliance personnel who provide services to the Portfolios. The Board also considered, among other things, the Sub-Adviser’s compliance program and regulatory and disciplinary history. In its review, the Board also took into account information regarding any services and/or payments provided to the Manager by the Sub-Advisers in connection with marketing activities.

Performance. The Board placed emphasis on the performance of the Portfolios in light of, among other things, its importance to contractholders. The Board considered the Manager’s quarterly reviews with the Board of detailed information about each Portfolio’s investment strategies and performance results and composition, including discussions regarding the relevant effect of current market conditions. The Board reviewed and considered the reports prepared by Broadridge, which provided a statistical analysis comparing the Portfolios’ investment performance to that of comparable funds underlying variable insurance products (the “Performance Universe”). The Independent Trustees also met separately with a representative of JDL during the September Meeting to review the JDL Report. The Board also compared the performance records of certain Portfolios to those of comparable funds that were managed by the investment sub-adviser. At the November Meeting, the Board considered each Portfolio’s performance for periods subsequent to the performance period covered by the Broadridge reports, and the Manager’s discussion of the same, including the effect of current market conditions on each Portfolio’s more recent performance.

35

Portfolio

Estimated Net Assets as of
6/30/2011

Annual Fee Rate as a Percentage of
Average Annual Assets

Fixed Income – High Yield

BlackRock High Yield*

$751,442,0020.600% - All Assets
Met/Eaton Vance Floating Rate$758,162,588

0.625% - First $100 million

0.600% - Over $100 million

Fixed Income – Multi-Sector

Lord Abbett Bond Debenture

$1,630,189,554

0.600% - First $250 million

0.550% - Next $250 million

0.500% - Next $500 million

0.450% - Over $1 billion

Pioneer Strategic Income

$920,354,739

0.600% - First $500 million

0.550% - Next $500 million

0.530% - Over $1 billion

Western Asset Management Strategic Bond Opportunities*$868,699,228

0.650% - First $500 million

0.550% - Over $500 million

US Government

PIMCO Inflation Protected Bond$3,321,732,626

0.500% - First $1.2 billion

0.450% - Over $1.2 billion

Pyramis Government Income Portfolio*$79,088,497

0.520% - First $100 million

0.440% - Next $400 million

0.400% - Over $500 million

Western Asset Management U.S. Government*$2,410,006,355

0.550% - First $500 million

0.450% - Over $500 million

Balanced Funds

Alliance Bernstein Global Dynamic Allocation*$379,716,908

0.700% - First $250 million

0.650% - Next $250 million

0.625% - Next $500 million

0.600% - Over $1 billion

AQR Global Risk Balanced*

$387,890,373

0.675% - First $250 million

0.650% - Next $500 million

0.625% - Next $250 million

0.600% - Over $1 billion

BlackRock Diversified*

$1,355,772,631

0.500% - First $500 million

0.450% - Next $500 million

0.400% - Over $1 billion

BlackRock Global Tactical Strategies*$683,157,618

0.800% - First $100 million

0.750% - Next $200 million

0.700% - Next $300 million

0.675% - Next $400 million

0.650% - Over $1 billion

E-5

The Board focused particular attention on Portfolios with less favorable performance records. The Board noted the Manager’s focus on, as applicable, a sub-adviser’s performance and that the Manager has been active in monitoring and responding to any performance issues with respect to the Portfolios.

Fees and Expenses. The Board gave consideration to the level and method of computing the fees payable under the Agreements. The Board considered the Broadridge report for each of the Portfolios, which included comparisons for each Portfolio of its contractual management andsub-adviser fees (at current and various asset levels), and total expenses, with those of its peers, including as those peers were divided into a broad group of peer funds (“Expense Universe”), a narrower group of peer funds (“Expense Group”), a broad group of peersub-advised funds (“Sub-advised Expense Universe”), and a narrower group of peersub-advised funds (“Sub-advised Expense Group”). Broadridge selected the peer funds which were similarly situated funds underlying variable insurance products deemed to be comparable to the Portfolios. The Independent Trustees, with the assistance of JDL, also examined the JDL Report. The Board compared the fee payable to theSub-Adviser by the Manager with respect to the Portfolio to the fee payable to theSub-Adviser by other comparable funds and accounts, to the extent such information was available.

The Board noted that the sub-advisory fees for the Portfolios are paid by the Manager out of the advisory fee. The Board also considered that the Manager had entered into expense limitation or management fee waiver agreements with certain of the Portfolios pursuant to which the Manager had agreed to waive a portion of its advisory fee and/or reimburse certain expenses as a means of limiting a Portfolio’s total annual operating expenses.

Profitability. The Board examined the profitability of the Manager on a Portfolio-by-Portfolio basis. In the case of the Asset Allocation Portfolios, the Board also considered the Manager’s analysis of its profitability that was attributable to its management of the Underlying Portfolios of the Trust in which the Asset Allocation Portfolios invest. The Board also considered that an affiliate of the Adviser, MetLife Investors Distribution Company, serves as distributor for the Trusts, and, as such, receives Rule 12b-1 payments to support the distribution of the Portfolios. The Board considered the profitability to the Sub-Adviser and its affiliates as a result of their relationships with the Portfolios, to the extent available. In reviewing the profitability analyses, the Board recognized that expense allocation methodologies are inherently subjective and various expense allocation methodologies may be reasonable while producing different results.

Economies of scale. The Board also considered each Portfolio’s fees in light of its size. The Board noted the fee schedules for the Portfolios that contain breakpoints that reduce the fee rate above specified asset levels. The Board noted those Portfolios that did not contain breakpoints in the advisory fee and took into account management’s discussion of the same. The Board noted that those Portfolios with advisory fee schedules containing breakpoints generally reflect the inclusion of breakpoints in the sub-advisory fee schedule for such Portfolios. The Board considered the effective fees under the Advisory Agreement andSub-Advisory Agreement for each Portfolio as a percentage of assets at different asset levels

36

Portfolio

Estimated Net Assets as of
6/30/2011

Annual Fee Rate as a Percentage of
Average Annual Assets

Met/Franklin Income*

$400,807,880

0.800% - First $200 million

0.675% - Next $300 million

0.650% - Over $500 million

MetLife Balanced Plus*

$593,417,478

With respect to the Base Portion:(4)

0.100% - First $500 million

0.075% - Next $500 million

0.050% - Over $1 billion

With respect to the Overlay Portion:(5)

0.725% - First $250 million

0.700% - Next $500 million

0.675% - Next $250 million

0.650% - Over $1 billion

MFS Total Return

$1,165,226,840

0.600% - First $250 million

0.550% - Next $500 million

0.500% - Over $750 million

Loomis Sayles Global Markets

$430,596,052

0.700% - First $500 million

0.650% - Next $500 million

0.600% - Over $1 billion

SSgA Growth ETF

$799,913,870

0.330% - First $500 million

0.300% - Over $500 million

SSgA Growth and Income ETF$2,602,282,247

0.330% - First $500 million

0.300% - Over $500 million

International

Met/Dimensional International Small Company*$706,719,391

0.850% - First $100 million

0.800% - Over $100 million

Met/Templeton International Bond$1,003,088,0750.600% - All Assets

International – Core

American Funds International(1)$375,024,925None

Artio International Stock*

$845,492,059

0.860% - First $500 million

0.800% - Next $500 million

0.750% - Over $1 billion

Harris Oakmark International*

$3,222,459,175

0.850% - First $100 million

0.800% - Next $900 million

0.750% - Over $1 billion

E-6

and possible economies of scale that may be realized if the assets of the Portfolio grow. Among other data, the Board examined the effect of a Portfolio’s growth in size, and reduction in size, on various fee schedules and the Board reviewed the Broadridge and JDL Reports, which compared fees among peers. The Board also generally noted that if a Portfolio’s assets increase over time, the Portfolio may realize other economies of scale if assets increase proportionally more than certain other fixed expenses.

Other factors. The Board considered other benefits that may be realized by the Manager and its affiliates from their relationship with the Trusts. Among them, the Board recognized that MetLife Investors Distribution Company, as the distributor for the Trusts, receives payments pursuant to Rule 12b-1 from the Portfolios to compensate for the provision of shareholder services and distribution activities, which could lead to growth in the Trusts’ assets and corresponding benefits from such growth, including economies of scale. The Board considered other benefits that may be realized by the Sub-Adviser and its affiliates from their relationship with the Trusts, including the opportunity to provide advisory services to additional portfolios of the Trusts and reputational benefits. In conjunction with these considerations, the Board noted the ongoing commitment of the Manager to the Portfolios.

The Board considered possible conflicts of interest in the form of material benefits or detriments to the Trusts resulting from the nature of the Trusts’ and the Manager’s or the Sub-Advisers’ affiliations and the services that are provided to the Trusts, and the manner in which such conflicts were mitigated.

37

Portfolio

Estimated Net Assets as of
6/30/2011

Annual Fee Rate as a Percentage of
Average Annual Assets

MFS Research International*

$2,865,175,205

0.800% - First $200 million

0.750% - Next $300 million

0.700% - Next $500 million

0.650% - Over $1 billion

Morgan Stanley EAFE Index*

$816,852,9360.300% - All Assets

International – Emerging Markets

MFS Emerging Markets Equity$1,134,849,885

1.050% - First $250 million

1.000% - Next $250 million

0.850% - Next $500 million

0.750% - Over $1 billion

Global

Loomis Sayles Global Markets

$430,596,052

0.700% - First $500 million

0.650% - Next $500 million

0.600% - Over $1 billion

Met/Templeton Growth*

$538,442,001

0.700% - First $100 million

0.680% - Next $150 million

0.670% - Next $250 million

0.660% - Next $250 million

0.650% - Over $750 million

Oppenheimer Global Equity

$767,697,963

0.900% - First $50 million

0.550% - Next $50 million

0.500% - Next $400 million

0.475% - Over $500 million

Index Funds

Barclays Capital Aggregate Bond Index*$1,758,767,1390.250% - All Assets
MetLife Mid Cap Stock Index*$679,623,4970.250% - All Assets

MetLife Stock Index*

$5,244,575,0010.250% - All Assets

Morgan Stanley EAFE Index*

$816,852,9360.300% - All Assets

Russell 2000 Index*

$690,854,4710.250% - All Assets

Fund of Funds

American Funds Balanced Allocation$4,291,455,610

0.100% - First $500 million

0.075% - Next $500 million

0.050% - Over $1 billion

American Funds Growth Allocation$2,516,163,396

0.100% - First $500 million

0.075% - Next $500 million

0.050% - Over $1 billion

E-7

Portfolio

Estimated Net Assets as of
6/30/2011

Annual Fee Rate as a Percentage of
Average Annual Assets

American Funds Moderate Allocation$2,988,928,955

0.100% - First $500 million

0.075% - Next $500 million

0.050% - Over $1 billion

Met/Franklin Templeton Founding Strategy*$955,526,810

0.050% - First $500 million

0.040% - Next $500 million

0.030% - Over $1 billion

MetLife Aggressive Strategy*

$1,136,693,493

0.100% - First $500 million

0.075% - Next $500 million

0.050% - Over $1 billion

MetLife Balanced Strategy

$10,514,760,835

0.100% - First $500 million

0.075% - Next $500 million

0.050% - Over $1 billion

MetLife Conservative Allocation*$637,310,178

0.100% - First $500 million

0.075% - Next $500 million

0.050% - Over $1 billion

MetLife Conservative to Moderate Allocation*$1,601,246,031

0.100% - First $500 million

0.075% - Next $500 million

0.050% - Over $1 billion

MetLife Defensive Strategy

$2,660,255,274

0.100% - First $500 million

0.075% - Next $500 million

0.050% - Over $1 billion

MetLife Growth Strategy

$7,770,250,122

0.100% - First $500 million

0.075% - Next $500 million

0.050% - Over $1 billion

MetLife Moderate Allocation*

$5,037,156,125

0.100% - First $500 million

0.075% - Next $500 million

0.050% - Over $1 billion

MetLife Moderate Strategy

$4,739,522,365

0.100% - First $500 million

0.075% - Next $500 million

0.050% - Over $1 billion

MetLife Moderate to Aggressive Allocation*$3,031,290,147

0.100% - First $500 million

0.075% - Next $500 million

0.050% - Over $1 billion

SSgA Growth ETF

$799,913,870

0.330% - First $500 million

0.300% - Over $500 million

SSgA Growth and Income ETF$2,602,282,247

0.330% - First $500 million

0.300% - Over $500 million

Zenith Equity(3)

$536,834,869None

E-8

Portfolio

Estimated Net Assets as of
6/30/2011

Annual Fee Rate as a Percentage of
Average Annual Assets

Sector

Clarion Global Real Estate

$1,583,558,980

0.700% - First $200 million

0.650% - Next $550 million

0.550% - Over $750 million

RCM Technology

$392,285,806

0.880% - First $500 million

0.850% - Over $500 million

Van Eck Global Natural Resources$908,192,040

0.800% - First $250 million

0.775% - Next $750 million

0.750% - Over $1 billion

Money Market

BlackRock Money Market*

$1,880,966,771

0.350% - First $1 billion

0.300% - Over $1 billion

PROXY

*The Manager has waived, reduced or otherwise agreed to reduce its compensation below the fee rates shown.

[PORTFOLIO(S) NAME DROP-IN]

(1)

The Manager receives no compensation for its services to the American Funds Growth Portfolio, the American Funds Bond Portfolio and the American Funds International Portfolio, each of which is a feeder portfolio. In the event that any such Portfolio were to withdraw from a master fund and invest its assets directly in investment securities, the Manager would retain the services of an investment adviser for that Portfolio and would receive, with respect to the relevant Portfolio, a investment advisory fee at an annual rate of

American Funds Growth Portfolio – 0.75% of the Portfolio’s average daily net assets

American Funds Bond Portfolio – 0.55% of the Portfolio’s average daily net assets

American Funds International Portfolio – 0.90% of the Portfolio’s average daily net assets

OF

(2)

With respect to the fee schedule in the “Annual Fee Rate as a Percentage of Average Annual Assets” column, if the assets of the T. Rowe Price Large Cap Value Portfolio cross a threshold in reverse (i.e., decline below a threshold), then the absolute dollar fee payable by the Portfolio to the Manager shall not be more than the minimum fee payable at the immediately higher threshold. When the Portfolio’s assets cross a threshold in reverse, the fee payable to the Manager shall be calculated as follows:

When the Portfolio’s net assets decline below $100 million, the fee payable to the Manager shall be the lower of (1) the fee on the Portfolio’s daily net assets calculated at 0.750% of the first $50 million of such assets plus 0.700% of such assets over $50 million up to $100 million and (2) the fee on $100 million calculated at a flat rate of 0.650%.

E-9

When the Portfolio’s net assets decline below $200 million but are over $100 million, the fee payable to the Manager shall be the lower of (1) the fee on the Portfolio’s daily net assets calculated at a flat rate of 0.650% and (2) the fee on $200 million calculated at a flat rate of 0.620%.

When the Portfolio’s net assets decline below $500 million but are over $200 million, the fee payable to the Manager shall be the lower of (1) the fee on the Portfolio’s daily net assets calculated at a flat rate of 0.620% and (2) the fee on $500 million calculated at a flat rate of 0.595%.

When the Portfolio’s net assets decline below $1 billion but are over $500 million, the fee payable to the Manager shall be the lower of (1) the fee on the Portfolio’s daily net assets calculated at 0.595% of the first $500 million of such assets plus 0.570% of such assets over $500 million up to $1 billion and (2) the fee on $1 billion calculated at a flat rate of 0.570%.

MET INVESTORS SERIES TRUST

(3)

There is no advisory fee payable directly by the Zenith Equity Portfolio. That Portfolio bears its share of the advisory fees of the Pioneer Fund Portfolio of MIST and the FI Value Leaders Portfolio and the Jennison Growth Portfolio of the Fund through its investment in these underlying Portfolios.

SPECIAL MEETING OF SHAREHOLDERS

(4)

The “Base Portion” consists of 70% of the Portfolio’s assets, which are invested in Class A shares of certain portfolios of Met Investors Series Trust and the Fund.

February 24, 2017

(5)

The “Overlay Portion” consists of 30% of the Portfolio’s assets, which are invested in a portfolio of fixed-income instruments that serve as collateral for equity derivative instruments, primarily stock index futures.

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Appendix F

FORM OF AGREEMENT AND PLAN OF REORGANIZATION

THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) dated as of [    ], by and between (i) Metropolitan Series Fund (the “Acquiring Trust”

KNOW ALL MEN BY THESE PRESENTS that the undersigned shareholder(s) of the[Portfolio(s) Name Drop-In]of Met Investors Series Trust (the “Trust”) hereby appoints Andrew L. Gangolf, Michael P. Lawlor and Kristi Slavin, or any one of them true and lawful attorneys with power of substitution of each, to vote all shares which the undersigned is entitled to vote, at the Special Meeting of Shareholders of the Trust to be held at the offices of MetLife Advisers, LLC, One Financial Center, Boston, Massachusetts 02111 (the “Manager”), at 10:00 a.m. Eastern Time on February 24, 2017 and at any adjournments or postponements thereof (the “Meeting”), a Delaware statutory trust established under an Agreement and Declaration of Trust dated [                    ], as amended and restated (the “Declaration of Trust”) and in effect on the date hereof on behalf of each of its series set forth on Exhibit A hereto (each an “Acquiring Fund,” and collectively the “Acquiring Funds”), and (ii) Metropolitan Series Fund, Inc. (the “Acquired Company”), a Maryland corporation formed on November 23, 1982, on behalf of each of its series set forth on Exhibit A hereto (each an “Acquired Fund,” and collectively the “Acquired Funds”).

This Agreement is intended to be and is adopted as a plan of reorganization and liquidation within the meaning of Section 368(a) of the United States Internal Revenue Code of 1986, as amended (the “Code”), and any successor provision. Each reorganization of an Acquired Fund will consist of the transfer of all of the assets of the Acquired Fund in exchange solely for shares of beneficial interest of the corresponding Acquiring Fund (as shown on Exhibit A), the assumption by the Acquiring Fund of the liabilities of the corresponding Acquired Fund and the distribution of such shares of the Acquiring Fund to the shareholders of the corresponding Acquired Fund in liquidation of the Acquired Fund, all upon the terms and conditions set forth in this Agreement.

In consideration of the premises and of the covenants and agreements hereinafter set forth, the parties hereto covenant and agree as follows:

 

1.TRANSFER OF ASSETS OF ACQUIRED FUND IN EXCHANGE FOR ASSUMPTION OF LIABILITIES AND ACQUIRING SHARES AND LIQUIDATION OF ACQUIRED FUND.

1.1.Subject to the terms and conditions herein set forth and on the basis of the representations and warranties contained herein:

(a)The Acquired Company, on behalf of each Acquired Fund, will transfer and deliver to the corresponding Acquiring Fund, and the Acquiring Fund will acquire, all the assets of the corresponding Acquired Fund as set forth in paragraph 1.2;

(b)The Acquiring Fund will assume all of the corresponding Acquired Fund’s liabilities and obligations of any kind whatsoever, whether absolute, accrued, contingent or otherwise in existence on the Closing Date (as defined in paragraph 1.2 hereof), whether stated or unstated, including without limitation any indemnification obligations of the Acquired Fund, including indemnification of the officers and directors of the Acquired Fund in connection with their actions related to this transaction (collectively, the “Obligations”); and

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(c)The Acquiring Fund will issue and deliver to the corresponding Acquired Fund in exchange for such assets the number of full and fractional shares of each class of the Acquiring Fund determined by dividing the net asset value of the respective class of shares of the Acquired Fund, computed in the manner and as of the time and date set forth in paragraph 2.1, by the net asset value of one share of the respective class of the Acquiring Fund, computed in the manner and as of the time and date set forth in paragraph 2.2 (with the shares of the Acquiring Fund to be issued and delivered in accordance with this subparagraph (c) being referred to herein as the “Acquiring Shares”). Holders of Class A, Class B, Class D, Class E, Class F and/or Class G shares of the Acquired Fund will receive Class A, Class B, Class D, Class E, Class F and/or Class G shares, respectively, of the corresponding Acquiring Fund as set forth on Exhibit B. Such transactions shall take place at the closing provided for in paragraph 3.1 (the “Closing”).

1.2.The assets of the Acquired Fund to be acquired by the corresponding Acquiring Fund shall consist of all cash, securities, dividends and interest receivable, receivables for shares sold and all other assets which are owned by the Acquired Fund on the closing date provided in paragraph 3.1 (the “Closing Date”), including any deferred expenses, other than unamortized organizational expenses, shown as an asset on the books of the Acquired Fund on the Closing Date.

1.3.As provided in paragraphs 3.4 and 3.6, as soon after the Closing Date as is conveniently practicable (the “Liquidation Date”), each Acquired Fund will liquidate and distribute to its shareholders of record (the “Acquired Fund Shareholders”), determined as of the close of business on the Valuation Date (as defined in paragraph 2.1), the Acquiring Shares received by the Acquired Fund pursuant to paragraph 1.1. Each Acquired Fund Shareholder shall be entitled to receive that proportion of each class of Acquiring Shares (consisting, in the case of each Acquired Fund Shareholder, of Acquiring Shares of the same designated class as the shares of the Acquired Fund which such Acquired Fund Shareholder holds) which the number of shares of that class of the Acquired Fund held by such Acquired Fund Shareholder bears to the total number of shares of that class of the Acquired Fund outstanding on the Valuation Date. Such liquidation and distribution will be accomplished by the transfer of the Acquiring Shares then credited to the account of the Acquired Fund on the books of the corresponding Acquiring Fund to open accounts on the share records of the Acquiring Fund in the names of the Acquired Fund Shareholders and representing the respective number of Acquiring Shares due such shareholders. The Acquiring Fund shall not be obligated to issue certificates representing Acquiring Shares in connection with such exchange.

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1.4.With respect to Acquiring Shares distributable pursuant to paragraph 1.3 to an Acquired Fund Shareholder holding a certificate or certificates for shares of the Acquired Fund, if any, on the Valuation Date, the Acquiring Trust will not permit such Shareholder to receive Acquiring Share certificates therefor, exchange such Acquiring Shares for shares of other investment companies, effect an account transfer of such Acquiring Shares, or pledge or redeem such Acquiring Shares until the Acquiring Trust has been notified by the Acquired Fund or its agent that such Shareholder has surrendered all his or her outstanding certificates for Acquired Fund shares or, in the event of lost certificates, posted adequate bond.

1.5.Any obligation of an Acquired Fund to make filings with governmental authorities is and shall remain the responsibility of the Acquired Fund through the Closing Date and up to and including such later date on which the Acquired Fund is terminated.

1.6.As promptly as practicable, but in any case within 60 days after the Closing Date, the Acquired Fund shall furnish to the corresponding Acquiring Fund, in such form as is reasonably satisfactory to the Acquiring Fund, a statement of the earnings and profits of the Acquired Fund for federal income tax purposes that will be carried over by the Acquiring Fund as a result of Section 381 of the Code and certified by the Treasurer of the Acquired Fund.

1.7.As promptly as possible after the Closing Date, each Acquired Fund shall be terminated pursuant to the provisions of the laws of the State of Maryland, and, after the Closing Date, each Acquired Fund shall not conduct any business except in connection with its liquidation.

2.VALUATION.

2.1.For the purpose of paragraph 1, the value of the assets of a class of shares of each Acquired Fund shall be the net asset value of such class of the Acquired Fund computed as of the close of regular trading on the New York Stock Exchange on the business day next preceding the Closing (such time and date being herein called the “Valuation Date”) using the valuation procedures as adopted by the Board of Trustees of the Acquiring Trust, and shall be certified by an authorized officer of the Acquired Company.

2.2.For the purpose of paragraph 1, the net asset value of a share of a class of an Acquiring Fund shall be the net asset value per share of such class computed as of the close of regular trading on the New York Stock Exchange on the Valuation Date, using the valuation procedures as adopted by the Board of Trustees of the Acquiring Trust.

3.CLOSING AND CLOSING DATE.

3.1.

The Closing Date shall be on April 30, 2012, or on such other date as the parties may agree in writing. The Closing shall be held at 9:30 a.m. on the

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Closing Date at the offices of MetLife Advisers, LLC, located at 501 Boylston Street, Boston, Massachusetts 02116, or at such other time and/or place as the parties may agree.

3.2.The portfolio securities of each Acquired Fund shall be made available by the Acquired Fund to State Street Bank and Trust Company, as custodian for the corresponding Acquiring Fund (the “Custodian”), for examination no later than five business days preceding the Valuation Date. On the Closing Date, such portfolio securities and all the Acquired Fund’s cash shall be delivered by the Acquired Fund to the Custodian for the account of the corresponding Acquiring Fund, such portfolio securities to be duly endorsed in proper form for transfer in such manner and condition as to constitute good delivery thereof in accordance with the custom of brokers or, in the case of portfolio securities held in the U.S. Treasury Department’s book-entry system or by the Depository Trust Company, Participants Trust Company or other third party depositories, by transfer to the account of the Custodian in accordance with Rule 17f-4 or Rule 17f-5, as the case may be, under the Investment Company Act of 1940, as amended (the “1940 Act”) and accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price of such transfer stamps. The cash delivered shall be in the form of currency or certified or official bank checks, payable to the order of “State Street Bank and Trust Company, custodian for the corresponding Acquiring Fund, a series of Metropolitan Series Fund.”

3.3.In the event that on the Valuation Date (a) the New York Stock Exchange shall be closed to trading or general trading thereon shall be restricted, or (b) trading or the reporting of trading on said Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Acquired Fund or the Acquiring Fund is impracticable, the Valuation Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored; provided that if trading shall not be fully resumed and reporting restored within three business days after the original Valuation Date, this Agreement may be terminated by either of the Acquiring Trust or the Acquired Company upon the giving of written notice to the other party.

3.4.

At the Closing, each Acquired Fund or its transfer agent shall deliver to the corresponding Acquiring Fund or its designated agent a list of the names and addresses of the Acquired Fund Shareholders and the number of outstanding shares of beneficial interest of each class of the Acquired Fund owned by each Acquired Fund Shareholder, all as of the close of business on the Valuation Date, certified by the Secretary or Assistant Secretary of the Acquired Company. The Acquiring Trust shall provide to each Acquired Fund evidence satisfactory to the Acquired Fund that the Acquiring Shares issuable pursuant to paragraph 1.1 have been credited to the Acquired Fund’s account on the books of the corresponding Acquiring Fund. On the Liquidation Date, the Acquiring Trust shall provide to each Acquired Fund

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evidence satisfactory to the Acquired Fund that such Acquiring Shares have been credited pro rata to open accounts in the names of the Acquired Fund Shareholders as provided in paragraph 1.3.

3.5.At the Closing each party shall deliver to the other such bills of sale, instruments of assumption of liabilities, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request in connection with the transfer of assets, assumption of liabilities and liquidation contemplated by paragraph 1.

4.REPRESENTATIONS AND WARRANTIES.

4.1.The Acquired Company, on behalf of each Acquired Fund, represents and warrants the following to the Acquired Fund’s corresponding Acquiring Fund as of the date hereof and agrees to confirm the continuing accuracy and completeness in all material respects of the following on the Closing Date:

(a)The Acquired Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland and has the power to own all of its property and assets and to conduct its business as currently conducted;

(b)The Acquired Company is a duly registered investment company classified as a management company of the open-end type and its registration with the Securities and Exchange Commission as an investment company under the 1940 Act is in full force and effect, and each Acquired Fund is a separate series thereof duly established, designated and existing in accordance with the applicable provisions of the Articles of Incorporation of the Acquired Company and the 1940 Act;

(c)The Acquired Company is not in violation in any material respect of any provisions of its Articles of Incorporation or By-laws or of any agreement, indenture, instrument, contract, lease or other undertaking to which the Acquired Company is a party or by which any Acquired Fund is bound, and the execution, delivery and performance of this Agreement will not result in any such violation;

(d)The Acquired Company has no material contracts or other commitments (other than this Agreement and such other contracts as may be entered into in the ordinary course of its business) which if terminated may result in material liability to an Acquired Fund or under which (whether or not terminated) any material payments for periods subsequent to the Closing Date will be due from an Acquired Fund;

(e)

Except as previously disclosed in writing to and accepted by the corresponding Acquiring Fund, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened against the Acquired Fund, any of its

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properties or assets, or any person whom the Acquired Fund may be obligated to indemnify in connection with such litigation, proceeding or investigation. No Acquired Fund knows of any facts which might form the basis for the institution of such proceedings, and no Acquired Fund is a party to or subject to any order, decree or judgment of any court or governmental body which materially and adversely affects its business or its ability to consummate the transactions contemplated hereby;

(f)The statement of assets and liabilities as of December 31, 2011, the statement of operations for the fiscal year ended December 31, 2011, the statement of changes in net assets for the fiscal year ended December 31, 2011, and the schedule of investments as of December 31, 2011, of the Acquired Fund, copies of which will be furnished to the corresponding Acquiring Fund prior to the Closing Date, fairly reflect the financial condition and results of operations of the Acquired Fund as of such dates and for the periods then ended in accordance with generally accepted accounting principles consistently applied, and the Acquired Fund has no known liabilities of a material amount, contingent or otherwise, other than those shown on the statement of assets referred to above or those incurred in the ordinary course of its business since December 31, 2011;

(g)Since December 31, 2011, there has not been any material adverse change in an Acquired Fund’s financial condition, assets, liabilities or business (other than changes occurring in the ordinary course of business), or any incurrence by the Acquired Fund of indebtedness, except as disclosed in writing to the corresponding Acquiring Fund. For the purposes of this subparagraph (g), distributions of net investment income and net realized capital gains, changes in portfolio securities, changes in the entity providing sub-advisory services, participation in a merger or similar transaction with another investment company as the acquiring fund, changes in the market value of portfolio securities or net redemptions shall be deemed to be in the ordinary course of business;

(h)By the Closing Date, all federal and other tax returns and reports of an Acquired Fund required by law to have been filed by such date (giving effect to extensions) shall have been filed, all federal and other taxes shown to be due on said returns and reports and any assessments received by the Acquired Fund shall have been paid so far as due, or provision shall have been made for the payment thereof, and to the best of the Acquired Fund’s knowledge no such return is currently under audit by the Internal Revenue Service or any state or local tax authority and no assessment has been asserted with respect to any such return;

(i)

For all taxable years and all applicable quarters of such years from the date of its inception, each Acquired Fund has met, and will continue to meet through the Closing Date, the requirements of Subchapter M of the

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Code, for treatment as a “regulated investment company” within the meaning of Sections 851 and 852 of the Code and the diversification requirements of Section 817(h) of the Code and the regulations thereunder. Neither the Acquired Company nor any Acquired Fund has at any time since its inception been liable for nor is now liable for any material income or excise tax pursuant to Sections 852 or 4982 of the Code. Each Acquired Fund is in compliance in all material respects with applicable regulations of the Internal Revenue Service pertaining to the reporting of dividends and other distributions on and redemptions of its shares of beneficial interest and to withholding in respect of dividends and other distributions to shareholders, and is not liable for any material penalties which could be imposed thereunder;

(j)The authorized capital of the Acquired Company consists of 4.75 billion shares of common stock, par value $0.01 per share. The outstanding shares of common stock in each Acquired Fund are, and at the Closing Date will be as set forth on Exhibit B, having the characteristics described in the Acquired Fund’s then current prospectus or prospectuses and statement of additional information or statements of additional information (collectively, as amended or supplemented from time to time, the “Acquired Fund Prospectus”). All issued and outstanding shares of the Acquired Fund are, and at the Closing Date will be, duly and validly issued and outstanding, fully paid and (except as set forth in the Acquired Fund Prospectus) non-assessable by the Acquired Company, and will have been issued in compliance with all applicable registration or qualification requirements of federal and state securities laws. No options, warrants or other rights to subscribe for or purchase, or securities convertible into, any shares of common stock in an Acquired Fund of any class are outstanding and none will be outstanding on the Closing Date;

(k)The Acquired Fund’s investment operations from inception to the date hereof have been in compliance in all material respects with the investment policies and investment restrictions set forth in the Acquired Fund Prospectus, except as previously disclosed in writing to and accepted by the corresponding Acquiring Fund;

(l)The execution, delivery and performance of this Agreement has been duly authorized by the required vote of the shareholders of the Acquired Company, this Agreement will constitute the valid and binding obligation of the Acquired Fund enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and other equitable principles;

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(m)The Acquiring Shares to be issued to each Acquired Fund pursuant to paragraph 1 will not be acquired for the purpose of making any distribution thereof other than to the Acquired Fund Shareholders as provided in paragraph 1.3;

(n)The information provided by each Acquired Fund for use in the Proxy Statement referred to in paragraph 5.3 and any information provided by an Acquired Fund for use in any governmental filings in connection with the transactions contemplated hereby, including without limitation applications for exemption orders or no-action letters, shall be accurate and complete in all material respects and shall comply with federal securities and other laws and regulations applicable thereto;

(o)No consent, approval, authorization or order of any court or governmental authority is required for the consummation by an Acquired Fund of the transactions contemplated by this Agreement, except such as may be required under the Securities Act of 1933, as amended (the “1933 Act”), the Securities Exchange Act of 1934, as amended (the “1934 Act”), the 1940 Act and state insurance, securities or blue sky laws (which term as used in this Agreement shall include the laws of the District of Columbia and of Puerto Rico);

(p)At the Closing Date, the Acquired Company, on behalf of each Acquired Fund, will have good and marketable title to its assets to be transferred to the corresponding Acquiring Fund pursuant to paragraph 1.1 and will have full right, power and authority to sell, assign, transfer and deliver the Investments (as defined below) and any other assets and liabilities of the Acquired Fund to be transferred to the corresponding Acquiring Fund pursuant to this Agreement. At the Closing Date, subject only to the delivery of the Investments and any such other assets and liabilities and payment therefor as contemplated by this Agreement, each Acquiring Fund will acquire good and marketable title thereto and will acquire the Investments and any such other assets and liabilities subject to no encumbrances, liens or security interests whatsoever and without any restrictions upon the transfer thereof, except as previously disclosed to and accepted by the Acquiring Fund. As used in this Agreement, the term “Investments” shall mean each Acquired Fund’s investments shown on the schedule of its investments as of December 31, 2011, referred to in Section 4.1(f) hereof, as supplemented with such changes in the portfolio as the Acquired Fund shall make, and changes resulting from stock dividends, stock splits, mergers and similar corporate actions through the Closing Date;

(q)

At the Closing Date, the Acquired Fund will have sold such of its assets, if any, as are necessary to assure that, after giving effect to the acquisition of the assets of the Acquired Fund pursuant to this Agreement, the corresponding Acquiring Fund will remain in compliance with such

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mandatory investment restrictions as are set forth in the then current prospectus or prospectuses and the statement of additional information or statements of additional information of the Acquiring Fund (collectively, as from time to time amended and supplemented, the “Acquiring Fund Prospectus”), as amended through the Closing Date; and

(r)No registration of any of the Investments under the 1933 Act or under any state securities or blue sky laws would be required if they were, as of the time of such transfer, the subject of a public distribution by either of the Acquiring Fund or the corresponding Acquired Fund, except as previously disclosed by the Acquired Fund to and accepted by the corresponding Acquiring Fund.

(s)On the Closing Date, the then current prospectus or prospectuses and the statement of additional information or statements of additional information of the Acquired Fund (collectively, as amended or supplemented from time to time, the “Acquired Fund Prospectus”) conforms in all material respects to the applicable requirements of the 1933 Act and the rules and regulations of the Securities and Exchange Commission thereunder and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and there will be no material contracts to which an Acquired Fund is a party that are not referred to in such Acquired Fund Prospectus or in the registration statement of which it is a part;

4.2.The Acquiring Trust, on behalf of each Acquiring Fund, represents and warrants the following to the Acquired Company and to the corresponding Acquired Fund as of the date hereof and agrees to confirm the continuing accuracy and completeness in all material respects of the following on the Closing Date:

(a)The Acquiring Trust is a statutory trust duly organized, validly existing and in good standing under the laws of the State of Delaware and has the power to own all of its property and assets and to conduct its business as currently conducted;

(b)Immediately after the Acquiring Trust adopts the Acquired Company’s registration statements on Form N-1A and N-8A, as contemplated by paragraph 5.7, the Acquiring Trust will be a duly registered investment company classified as a management company of the open-end type and its registration with the Securities and Exchange Commission as an investment company under the 1940 Act will be in full force and effect, and each Acquiring Fund will be a separate series thereof duly established, designated and existing in accordance with the applicable provisions of the Declaration of Trust of the Acquiring Trust and the 1940 Act;

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(c)At the Closing Date, each Acquiring Fund will have good and marketable title to its assets;

(d)The Acquiring Trust is not in violation in any material respect of any provision of its Declaration of Trust or By-laws or of any agreement, indenture, instrument, contract, lease or other undertaking to which the Acquiring Trust is a party or by which an Acquiring Fund is bound, and the execution, delivery and performance of this Agreement will not result in any such violation;

(e)Except as previously disclosed in writing to and accepted by the Acquired Fund, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened against the corresponding Acquiring Fund or any of its properties or assets. No Acquiring Fund knows of any facts which might form the basis for the institution of such proceedings, and no Acquiring Fund is a party to or subject to any order, decree or judgment of any court or governmental body which materially and adversely affects its business or its ability to consummate the transactions contemplated hereby;

(f)Each Acquiring Fund was established by the trustees of the Acquiring Trust in order to effect the transactions described in this Agreement. It has not yet filed its first federal income tax return and, thus, has not yet elected to be treated as a “regulated investment company” for federal income tax purposes. However, upon filing its first income tax return at the completion of its first taxable year, each Acquiring Fund will elect to be a “regulated investment company” and from the beginning of its first taxable year will take all steps necessary to ensure that it qualifies for taxation as a “regulated investment company” under Sections 851 and 852 of the Code;

(g)As of the Closing Date, each Acquiring Fund shall not have been required to have filed any federal, state or other tax returns or reports. All of an Acquiring Fund’s tax liabilities, if any, will have been adequately provided for on its books. To the best of each Acquiring Fund’s knowledge, it will not have had any tax deficiency or liability asserted against it or question with respect thereto raised by the Internal Revenue Service or by any state or local tax authority, and it will not be under audit by the Internal Revenue Service or by any state or local tax authority for taxes in excess of those already paid;

(h)

The authorized capital of the Acquiring Trust consists of an unlimited number of shares of beneficial interest, par value $0.001 per share. Each Acquiring Fund has no shares of beneficial interest issued and outstanding. No options, warrants or other rights to subscribe for or purchase, or securities convertible into, any shares of common stock in

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the Acquiring Trust of any class are outstanding and none will be outstanding on the Closing Date (except such rights as the Acquiring Funds may have pursuant to this Agreement);

(i)The execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of the Acquiring Trust, and this Agreement constitutes the valid and binding obligation of the Acquiring Trust and each Acquiring Fund enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and other equitable principles;

(j)The Acquiring Shares to be issued and delivered to each Acquired Fund pursuant to the terms of this Agreement will at the Closing Date have been duly authorized and, when so issued and delivered, will be duly and validly issued shares of the corresponding Acquiring Fund, and will be fully paid and non-assessable (except as set forth in the Acquiring Fund Prospectus) by the Acquiring Trust, and no shareholder of the Acquiring Trust will have any preemptive right of subscription or purchase in respect thereof;

(k)The information to be furnished by each Acquiring Fund for use in the Proxy Statement referred to in paragraph 5.3 and any information furnished by the Acquiring Fund for use in any governmental filings in connection with the transactions contemplated hereby, including without limitation applications for exemption orders or no-action letters, shall be accurate and complete in all material respects and shall comply with federal securities and other laws and regulations applicable thereto; and

(l)No consent, approval, authorization or order of any court or governmental authority is required for the consummation by an Acquiring Fund of the transactions contemplated by this Agreement, except such as may be required under 1933 Act, the 1934 Act, the 1940 Act and state insurance, securities or blue sky laws.

5.COVENANTS OF THE ACQUIRED FUND AND THE ACQUIRING FUND.

The Acquiring Trust, on behalf of each Acquiring Fund, and the Acquired Company, on behalf of each Acquired Fund, each hereby covenants and agrees with the other as follows:

5.1.

Each Acquired Fund will operate its business in the ordinary course between the date hereof and the Closing Date, it being understood that such ordinary course of business will include regular and customary periodic dividends and distributions and any trading activities in anticipation of the transactions contemplated hereby. Each Acquiring Fund will not carry on any business

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activities between the date hereof and the Closing Date (other than such activities as are customary to the organization of a new registered investment company prior to its commencement of operations).

5.2.The Acquired Company will call a meeting of its shareholders to be held prior to the Closing Date to consider and act upon this Agreement and take all other reasonable action necessary to obtain the required shareholder approval of the transactions contemplated hereby.

5.3.In connection with the meeting of the Acquired Fund Shareholders referred to in paragraph 5.2, the Acquired Company will prepare and file a Proxy Statement for such meeting to be distributed to the Acquired Fund Shareholders pursuant hereto, all in compliance with the applicable requirements of the 1934 Act and the 1940 Act.

5.4.The Acquiring Fund will advise the corresponding Acquired Fund promptly if at any time prior to the Closing Date the Acquiring Fund becomes aware that the assets of the Acquired Fund include any securities which the corresponding Acquiring Fund is not permitted to acquire.

5.5.Subject to the provisions of this Agreement, the Acquired Fund and the corresponding Acquiring Fund will each take, or cause to be taken, all action, and do or cause to be done, all things reasonably necessary, proper or advisable to cause the conditions to the other party’s obligations to consummate the transactions contemplated hereby to be met or fulfilled and otherwise to consummate and make effective such transactions.

5.6.Each Acquiring Fund will use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act and such of the state securities or blue sky laws as it may deem appropriate in order to continue its operations after the Closing Date.

5.7.Each of the Acquiring Trust and Acquired Company will take, or cause to be taken, all action, and do or cause to be done, all things reasonably necessary, proper or advisable for the Acquiring Trust to adopt the Acquired Company’s registration statements on Form N-1A and Form N-8A on file with the Securities and Exchange Commission on the Closing Date or such other time as the Acquiring Trust and Acquired Company may agree in writing.

5.8.

Prior to the commencement of the transactions contemplated by paragraphs 1.1 through 1.7 of this Agreement, each Acquired Fund shall purchase one or more shares (the “Initial Shares”) of its corresponding Acquiring Fund and by written consent (i) approve all of the advisory and sub-advisory agreements of the Acquiring Fund, (ii) approve any plans of the Acquiring Fund adopted pursuant to Rule 12b-1 under the 1940 Act and (iii) approve such other arrangements of the Acquiring Fund as are required by the 1940 Act or the rules and regulations thereunder to be approved by shareholders, and the Acquired Company, as the sole shareholder of the Acquiring Trust

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by virtue of the Initial Shares held by the Acquired Funds, shall by written consent (i) elect trustees of the Acquiring Trust, (ii) ratify the selection of the Acquiring Trust’s auditors, and (iii) approve such other arrangements of the Acquiring Trust, as are required by the 1940 Act or the rules and regulations thereunder to be approved by shareholders. After the aforementioned written consents have been completed, the Acquired Funds shall redeem each of the Initial Shares immediately.

6.CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND.

The obligations of each Acquired Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by the Acquiring Trust and the corresponding Acquiring Fund of all the obligations to be performed by them hereunder on or before the Closing Date and, in addition thereto, to the following further conditions:

6.1.The Acquiring Trust, on behalf of each Acquiring Fund, shall have delivered to the Acquired Company a certificate executed in its name by its President or Vice President and its Treasurer or Assistant Treasurer, in form and substance satisfactory to the Acquired Company and dated as of the Closing Date, to the effect that the representations and warranties of the Acquiring Trust on behalf of each Acquiring Fund made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and that the Acquiring Trust and the corresponding Acquiring Fund have complied with all the covenants and agreements and satisfied all of the conditions on their parts to be performed or satisfied under this Agreement at or prior to the Closing Date.

6.2.The Acquiring Trust, on behalf of the Acquiring Fund, shall have executed and delivered to the corresponding Acquired Fund an Assumption of Liabilities dated as of the Closing Date pursuant to which the Acquiring Fund will assume all of the liabilities of the corresponding Acquired Fund existing at the Valuation Date in connection with the transactions contemplated by this Agreement, other than liabilities pursuant to this Agreement.

6.3.The Acquired Company shall have received a favorable opinion from Ropes and Gray LLP, counsel to the Acquiring Trust for the transactions contemplated hereby, dated the Closing Date to the following effect, or such other opinion in form and substance satisfactory to the Treasurer of the Acquired Company:

(a)

the Acquiring Trust is a statutory trust duly organized and validly existing under the laws of the State of Delaware and has power and authority necessary to own all of its properties and assets and to carry on its business as presently conducted, and each Acquired Fund is a

F-13

separate series thereof duly constituted in accordance with the applicable provisions of the 1940 Act and Declaration of Trust and By-laws of the Trust;

(b)this Agreement has been duly authorized, executed and delivered on behalf of each Acquiring Fund and, assuming the Proxy Statement referred to in paragraph 5.3 complies with applicable federal securities laws and assuming the due authorization, execution and delivery of this Agreement by the Acquired Company on behalf of each Acquired Fund, is the valid and binding obligation of the Acquiring Fund enforceable against the Acquiring Fund in accordance with its terms, except (i) as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and general equitable principles and (ii) insofar as rights to indemnity thereunder may be limited by federal or state securities laws;

(c)each Acquiring Fund has the power to assume the liabilities to be assumed by it hereunder;

(d)the Acquiring Shares to be issued for transfer to the shareholders of the Acquired Fund as provided by this Agreement are duly authorized and upon such transfer and delivery will be validly issued and outstanding and fully paid and non-assessable shares of the corresponding Acquiring Fund, assuming that as consideration for such shares not less than the net asset value of such shares has been paid and that the conditions set forth in this Agreement have been satisfied, and no shareholder of the Acquiring Fund has any preemptive right of subscription or purchase in respect of such shares;

(e)the execution and delivery of this Agreement by the Acquiring Trust on behalf of each Acquiring Fund did not, and the performance by the Acquiring Trust and the Acquiring Fund of their respective obligations hereunder will not, violate the Acquiring Trust’s Declaration of Trust or By-laws, or any provision of any agreement known to such counsel to which the Acquiring Trust or the Acquiring Fund is a party or by which either of them is bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty under any agreement, judgment, or decree to which the Acquiring Trust or the Acquiring Fund is a party or by which either of them is bound;

(f)to the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority is required for the consummation by the Acquiring Trust or an Acquiring Fund of the transactions contemplated by this Agreement, except such as may be required under state securities or blue sky laws or such as have been obtained;

(g)

such counsel does not know of any legal or governmental proceedings relating to the Acquiring Trust or any Acquiring Fund existing on or

F-14

before the date of mailing of the Proxy Statement referred to in paragraph 5.3 or the Closing Date required to be described in the Proxy Statement referred to in paragraph 5.3 which are not described therein;

(h)Immediately after the Acquiring Trust adopts the Acquired Company’s registration statement on N-8A, as contemplated by paragraph 5.7, the Acquiring Trust will be registered with the Securities and Exchange Commission as an investment company under the 1940 Act; and

(i)to the knowledge of such counsel, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to the Acquiring Trust or an Acquiring Fund or any of their properties or assets that would impair the Acquiring Trust’s ability to perform its obligations under this Agreement, and, to the knowledge of such counsel, neither the Acquiring Trust nor any Acquiring Fund is a party to or subject to the provisions of any order, decree or judgment of any court or governmental body, which materially and adversely affects its business.

7.CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND.

The obligations of each Acquiring Fund to complete the transactions provided for herein shall be subject, at its election, to the performance by the Acquired Company and the corresponding Acquired Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, to the following further conditions:

7.1.The Acquired Company, on behalf of each Acquired Fund, shall have delivered to the Acquiring Trust a certificate executed in its name by its President or Vice President and its Treasurer or Assistant Treasurer, in form and substance satisfactory to the Acquiring Trust and dated as of the Closing Date, to the effect that the representations and warranties of the Acquired Company on behalf of each Acquired Fund made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and that the Acquired Company and each Acquired Fund have complied with all the covenants and agreements and satisfied all of the conditions on their parts to be performed or satisfied under this Agreement at or prior to the Closing Date;

The Acquiring Trust shall have received a favorable opinion from Ropes & Gray LLP counsel to the Acquired Company for the transactions contemplated hereby, dated the Closing Date and to the following effect, or such other opinion in form and substance satisfactory to the Treasurer of the Acquired Trust:

(a)

the Acquired Company is a corporation duly organized and validly existing under the laws of the State of Maryland and has power and

F-15

authority necessary to own all of its properties and assets and to carry on its business as presently conducted, and each Acquired Fund is a separate series thereof duly constituted in accordance with the applicable provisions of the 1940 Act and the Articles of Incorporation and By-laws of the Acquired Company;

(b)this Agreement has been duly authorized, executed and delivered on behalf of each Acquired Fund and, assuming the Proxy Statement referred to in paragraph 5.3 complies with applicable federal securities laws and assuming the due authorization, execution and delivery of this Agreement by the Acquiring Trust on behalf of each Acquiring Fund, is the valid and binding obligation of the Acquired Fund enforceable against the Acquired Fund in accordance with its terms, except (i) as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and general equitable principles and (ii) insofar as rights to indemnity thereunder may be limited by federal or state securities laws;

(c)each Acquired Fund has the power to sell, assign, transfer and deliver the assets to be transferred by it hereunder, and, upon consummation of the transactions contemplated hereby, the Acquired Fund will have duly transferred such assets to the corresponding Acquiring Fund;

(d)the execution and delivery of this Agreement by the Acquired Company on behalf of each Acquired Fund did not, and the performance by the Acquired Company and the Acquired Fund of their respective obligations hereunder will not, violate the Acquired Company’s Articles of Incorporation or By-laws, or any provision of any agreement known to such counsel to which the Acquired Company or any Acquired Fund is a party or by which either of them is bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty under any agreement, judgment, or decree to which the Acquired Company or any Acquired Fund is a party or by which either of them is bound;

(e)to the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority is required for the consummation by the Acquired Company or any Acquired Fund of the transactions contemplated by this Agreement, except such as may be required under state securities or blue sky laws or such as have been obtained;

(f)to such counsel’s knowledge there is no legal or governmental proceeding relating to the Acquired Company or any Acquired Fund existing on or before the date of mailing of the Proxy Statement referred to in paragraph 5.3 or the Closing Date required to be described in the Proxy Statement referred to in paragraph 5.3 which are not described therein;

F-16

(g)the Acquired Company is registered with the Securities and Exchange Commission as an investment company under the 1940 Act; and

(h)to such counsel’s knowledge, there is no litigation or administrative proceeding or investigation of or before any court or governmental body presently pending or threatened as to the Acquired Company or any Acquired Fund or any of their properties or assets that would impair the Acquired Company’s ability to perform its obligations under this Agreement, and, to such counsel’s knowledge, neither the Acquired Company nor any Acquired Fund is a party to or subject to the provisions of any order, decree or judgment of any court or governmental body, which materially and adversely affects its business.

7.2.Each Acquired Fund shall have furnished to the Acquiring Fund tax returns, signed by a representative of Deloitte Tax LLP for the fiscal year ended December 31, 2011.

7.3.Each Acquired Fund shall have furnished to the corresponding Acquiring Fund a certificate, signed by the President (or any Vice President) and the Treasurer of the Trust, as to the adjusted tax basis in the hands of the Acquired Fund of the securities delivered to the Acquiring Fund pursuant to this Agreement.

7.4.The custodian of each Acquired Fund shall have delivered to the corresponding Acquiring Fund a certificate identifying all of the assets of the Acquired Fund held by such custodian as of the Valuation Date, and the Acquired Fund shall have delivered to the corresponding Acquiring Fund a statement of assets and liabilities of the Acquired Fund as of the Valuation Date, prepared in accordance with generally accepted accounting principles consistently applied from the prior audited period, certified by the Treasurer of the Acquired Fund.

8.FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF EACH OF THE ACQUIRING FUND AND THE ACQUIRED FUND.

The respective obligations of the Acquiring Trust and the Acquired Company hereunder are each subject to the further conditions that on or before the Closing Date:

8.1.This Agreement and the transactions contemplated herein shall have been approved by the required vote of shareholders of the Acquired Company of record on the record date for the meeting of its shareholders referred to in paragraph 5.2;

8.2.On the Closing Date no action, suit or other proceeding shall be pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the transactions contemplated hereby;

F-17

8.3.All consents of other parties and all other consents, orders and permits of federal, state and local regulatory authorities (including those of the Securities and Exchange Commission and of state blue sky and securities authorities) deemed necessary by the Acquiring Trust or the Acquired Company to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of each Acquiring Fund or Acquired Fund;

8.4.If a reorganization of an Acquired Fund will be treated as a tax-free reorganization by an Acquiring Fund and its corresponding Acquired Fund, each of the Acquiring Fund and Acquired Fund shall have received an opinion from Ropes & Gray LLP regarding the qualification of such reorganization under section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), in form and substance satisfactory to the Treasurers of the Acquiring Trust and the Acquired Company; and

8.5.At any time prior to the Closing, any of the foregoing conditions of this Agreement may be waived jointly by the Board of Directors of the Acquired Company and the Board of Trustees of the Acquiring Trust if, in their judgment, such waiver will not have a material adverse effect on the interests of the shareholders of the Acquired Fund and the corresponding Acquiring Fund.

9.FEES AND EXPENSES.

9.1.Except as otherwise provided for herein, all expenses of the transactions contemplated by this Agreement incurred by the Acquired Fund and the corresponding Acquiring Fund, whether incurred before or after the date of this Agreement, will be borne by the Acquired Company. Such expenses include, without limitation, (a) expenses incurred in connection with the entering into and the carrying out of the provisions of this Agreement; (b) expenses associated with the preparation and filing of the Proxy Statement; (c) registration or qualification fees and expenses of preparing and filing such forms as are necessary under applicable state securities laws to qualify the Acquiring Fund Shares to be issued in connection herewith in each state in which the Acquired Fund Shareholders are resident as of the date of the mailing of the Prospectus/Proxy Statement to such shareholders; (d) postage; (e) printing; (f) accounting fees; (g) legal fees; and (h) solicitation costs of the transaction. Notwithstanding the foregoing, each Acquiring Fund shall pay its own federal and state registration fees.

9.2.Notwithstanding any other provisions of this Agreement, if for any reason the transactions contemplated by this Agreement are not consummated, neither the Acquiring Fund nor the corresponding Acquired Fund shall be liable to the other for any damages resulting therefrom, including, without limitation, consequential damages.

F-18

9.3.Notwithstanding any of the foregoing, costs and expenses will in any event be paid by the party directly incurring them if and to the extent that the payment by another party of such costs and expenses would result in the disqualification of such party as a “regulated investment company” within the meaning of Section 851 of the Code.

10.ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES.

10.1.The Acquired Company on behalf of each Acquired Fund and the Acquiring Trust on behalf of each Acquiring Fund agree that neither party has made any representation, warranty or covenant not set forth herein and that this Agreement constitutes the entire agreement between the parties.

10.2.The representations, warranties and covenants contained in this Agreement or in any document delivered pursuant hereto or in connection herewith shall not survive the consummation of the transactions contemplated hereunder, except paragraphs 1.1, 1.3, 1.5, 1.6, 1.7, 3.4, 7.3, 9, 10, 13 and 14.

11.TERMINATION.

This Agreement may be terminated by the mutual agreement of the Acquiring Trust and the Acquired Company. In addition, either the Acquiring Trust or the Acquired Company may at its option terminate this Agreement at or prior to the Closing Date:

(a)Because of a material breach by the other of any representation, warranty, covenant or agreement contained herein to be performed by the other party at or prior to the Closing Date;

(b)If a condition herein expressed to be precedent to the obligations of the terminating party has not been met and it reasonably appears that it will not or cannot be met;

(c)If the transactions contemplated by this Agreement have not been substantially completed by December 31, 2012, this Agreement shall automatically terminate on that date unless a later date is agreed to by both the Acquiring Trust and the Acquired Company; or

(d)If the Board of Directors of each Acquired Fund or the Board of Trustees of each Acquiring Fund, as the case may be, determines that the termination of this Agreement is in the best interests of the Acquired Fund’s and the Acquiring Fund’s shareholders.

12.AMENDMENTS.

This Agreement may be amended, modified or supplemented in such manner as may be mutually agreed upon in writing by the authorized officers of the Acquired Company on behalf of each Acquired Fund and the Acquiring Trust on behalf of each Acquiring Fund; provided, however, that following the shareholders’ meeting called by

F-19

the Acquired Company pursuant to paragraph 5.2, no such amendment may have the effect of changing the provisions for determining the number of the Acquiring Shares to be issued to the Acquired Fund Shareholders under this Agreement to the detriment of such Shareholders without their further approval.

13.NOTICES.

Any notice, report, statement or demand required or permitted by any provisions of this Agreement shall be in writing and shall be given by prepaid telegraph, telecopy or certified mail addressed to Metropolitan Series Fund, Inc. or Metropolitan Series Fund, 501 Boylston Street, Boston, MA 02116, attn: Secretary.

14.HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; NON-RECOURSE; FINDERS’ FEES.

14.1.The article and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

14.2.This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.

14.3.This Agreement shall be governed by and construed in accordance with the domestic substantive laws of the State of Maryland, without giving effect to any choice or conflicts of law rule or provision that would result in the application of the domestic substantive laws of any other jurisdiction.

14.4.This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other party. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm or corporation, other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Agreement.

14.5.A copy of the Articles of Incorporation of the Acquired Company is on file with the Secretary of State of the State of Maryland and a Certificate of Trust of the Acquiring Trust is on file with the Secretary of State of the State of Delaware, and notice is hereby given that no trustee, director, officer, agent or employee of either the Acquired Company or the Acquiring Trust shall have any personal liability under this Agreement, and that this Agreement is binding only upon the assets and properties of the Acquired Fund and the corresponding Acquiring Fund.

14.6.The Acquired Company, on behalf of each Acquired Fund, and the Acquiring Trust, on behalf of each Acquiring Fund, each represents and warrants to the other that there are no brokers or finders entitled to receive any payments in connection with the transactions provided for herein.

F-20

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed as a sealed instrument by its President or Vice President and its corporate seal to be affixed thereto and attested by its Secretary or Assistant Secretary.

METROPOLITAN SERIES FUND, INC.,

on behalf of its series on Exhibit A

By:
Name:
Title:

METROPOLITAN SERIES FUND,

on behalf of its series on Exhibit A

By:
Name:
Title:

F-21

EXHIBIT A

Acquired Fund

Acquiring Fund

Artio International Stock Portfolio

gArtio International Stock Portfolio
Barclays Capital Aggregate Bond Index PortfoliogBarclays Capital Aggregate Bond Index Portfolio
BlackRock Aggressive Growth PortfoliogBlackRock Aggressive Growth Portfolio

BlackRock Bond Income Portfolio

gBlackRock Bond Income Portfolio

BlackRock Diversified Portfolio

gBlackRock Diversified Portfolio

BlackRock Large Cap Value Portfolio

gBlackRock Large Cap Value Portfolio
BlackRock Legacy Large Cap Growth PortfoliogBlackRock Legacy Large Cap Growth Portfolio

BlackRock Money Market Portfolio

gBlackRock Money Market Portfolio

Davis Venture Value Portfolio

gDavis Venture Value Portfolio

FI Value Leaders Portfolio

gFI Value Leaders Portfolio

Jennison Growth Portfolio

gJennison Growth Portfolio
Loomis Sayles Small Cap Core PortfoliogLoomis Sayles Small Cap Core Portfolio
Loomis Sayles Small Cap Growth PortfoliogLoomis Sayles Small Cap Growth Portfolio

Met/Artisan Mid Cap Value Portfolio

gMet/Artisan Mid Cap Value Portfolio
Met/Dimensional International Small Company PortfoliogMet/Dimensional International Small Company Portfolio
MetLife Conservative Allocation PortfoliogMetLife Conservative Allocation Portfolio
MetLife Conservative to Moderate Allocation PortfoliogMetLife Conservative to Moderate Allocation Portfolio

MetLife Mid Cap Stock Index Portfolio

gMetLife Mid Cap Stock Index Portfolio

MetLife Moderate Allocation Portfolio

gMetLife Moderate Allocation Portfolio
MetLife Moderate to Aggressive Allocation PortfoliogMetLife Moderate to Aggressive Allocation Portfolio

MetLife Stock Index Portfolio

gMetLife Stock Index Portfolio

MFS® Total Return Portfolio

gMFS® Total Return Portfolio

MFS® Value Portfolio

gMFS® Value Portfolio

Morgan Stanley EAFE Index Portfolio

gMorgan Stanley EAFE Index Portfolio

Neuberger Berman Genesis Portfolio

gNeuberger Berman Genesis Portfolio
Neuberger Berman Mid Cap Value PortfoliogNeuberger Berman Mid Cap Value Portfolio

F-22

Acquired Fund

Acquiring Fund

Oppenheimer Global Equity Portfolio

gOppenheimer Global Equity Portfolio

Russell 2000 Index Portfolio

gRussell 2000 Index Portfolio
T. Rowe Price Large Cap Growth PortfoliogT. Rowe Price Large Cap Growth Portfolio
T. Rowe Price Small Cap Growth PortfoliogT. Rowe Price Small Cap Growth Portfolio
Van Eck Global Natural Resources PortfoliogVan Eck Global Natural Resources Portfolio
Western Asset Management Strategic Bond Opportunities PortfoliogWestern Asset Management Strategic Bond Opportunities Portfolio
Western Asset Management U.S. Government PortfoliogWestern Asset Management U.S. Government Portfolio

Zenith Equity Portfolio

gZenith Equity Portfolio

F-23

EXHIBIT B

Share Class Mapping

Acquired Fund

Share Class

Acquiring Fund

Share Class

Artio International Stock PortfolioClass AArtio International Stock PortfolioClass A
Class BClass B
Class EClass E
Barclays Capital Aggregate Bond Index PortfolioClass ABarclays Capital Aggregate Bond Index PortfolioClass A
Class BClass B
Class EClass E
Class GClass G
BlackRock Aggressive Growth PortfolioClass ABlackRock Aggressive Growth PortfolioClass A
Class BClass B
Class DClass D
Class EClass E
BlackRock Bond Income PortfolioClass ABlackRock Bond Income PortfolioClass A
Class BClass B
Class EClass E
BlackRock Diversified PortfolioClass ABlackRock Diversified PortfolioClass A
Class BClass B
Class EClass E
BlackRock Large Cap Value
Portfolio		Class ABlackRock Large Cap Value PortfolioClass A
Class BClass B
Class EClass E
BlackRock Legacy Large Cap Growth PortfolioClass ABlackRock Legacy Large Cap Growth PortfolioClass A
Class BClass B
Class EClass E
BlackRock Money Market PortfolioClass ABlackRock Money Market PortfolioClass A
Class BClass B
Class EClass E
Davis Venture Value PortfolioClass ADavis Venture Value PortfolioClass A
Class BClass B
Class EClass E
FI Value Leaders PortfolioClass AFI Value Leaders PortfolioClass A
Class BClass B
Class DClass D
Class EClass E

F-24

Acquired Fund

Share Class

Acquiring Fund

Share Class

Jennison Growth PortfolioClass AJennison Growth PortfolioClass A
Class BClass B
Class EClass E
Loomis Sayles Small Cap Core PortfolioClass ALoomis Sayles Small Cap Core PortfolioClass A
Class BClass B
Class EClass E
Loomis Sayles Small Cap Growth PortfolioClass ALoomis Sayles Small Cap Growth PortfolioClass A
Class BClass B
Class DClass D
Class EClass E
Class FClass F
Class GClass G
Met/Artisan Mid Cap Value PortfolioClass AMet/Artisan Mid Cap Value PortfolioClass A
Class BClass B
Class EClass E
Met/Dimensional International Small Company Portfolio

Class A

Class B

Met/Dimensional International Small Company PortfolioClass A

Class B

MetLife Conservative Allocation Portfolio

Class A

Class B

MetLife Conservative Allocation PortfolioClass A

Class B

MetLife Conservative to Moderate Allocation Portfolio

Class A

Class B

MetLife Conservative to Moderate Allocation PortfolioClass A

Class B

MetLife Mid Cap Stock Index PortfolioClass AMetLife Mid Cap Stock Index PortfolioClass A
Class BClass B
Class EClass E
Class GClass G
MetLife Moderate Allocation PortfolioClass AMetLife Moderate Allocation PortfolioClass A
Class BClass B
MetLife Moderate to Aggressive Allocation Portfolio

Class A

Class B

MetLife Moderate to Aggressive Allocation PortfolioClass A

Class B

MetLife Stock Index PortfolioClass AMetLife Stock Index PortfolioClass A
Class BClass B
Class DClass D
Class EClass E

F-25

Acquired Fund

Share Class

Acquiring Fund

Share Class

MFS® Total Return PortfolioClass AMFS® Total Return PortfolioClass A
Class BClass B
Class DClass D
Class EClass E
Class FClass F
Class GClass G
MFS® Value PortfolioClass AMFS® Value PortfolioClass A
Class BClass B
Class EClass E
Class FClass F
Morgan Stanley EAFE Index PortfolioClass AMorgan Stanley EAFE Index PortfolioClass A
Class BClass B
Class EClass E
Class GClass G
Neuberger Berman Genesis PortfolioClass ANeuberger Berman Genesis PortfolioClass A
Class BClass B
Class EClass E
Neuberger Berman Mid Cap Value PortfolioClass ANeuberger Berman Mid Cap Value PortfolioClass A
Class BClass B
Class EClass E
Oppenheimer Global Equity PortfolioClass AOppenheimer Global Equity PortfolioClass A
Class BClass B
Class EClass E
Russell 2000 Index PortfolioClass ARussell 2000 Index PortfolioClass A
Class BClass B
Class EClass E
Class GClass G
T. Rowe Price Large Cap Growth PortfolioClass AT. Rowe Price Large Cap Growth PortfolioClass A
Class BClass B
Class EClass E
T. Rowe Price Small Cap Growth PortfolioClass AT. Rowe Price Small Cap Growth PortfolioClass A
Class BClass B
Class EClass E
Van Eck Global Natural Resources Portfolio

Class A

Class B

Van Eck Global Natural Resources PortfolioClass A

Class B

Western Asset Management Strategic Bond Opportunities Portfolio

Class A

Class B

Class E

Western Asset Management Strategic Bond Opportunities PortfolioClass A

Class B

Class E

F-26

Acquired Fund

Share Class

Acquiring Fund

Share Class

Western Asset Management U.S. Government Portfolio

Class A

Class B

Class E

Western Asset Management U.S. Government PortfolioClass A

Class B

Class E

Zenith Equity PortfolioClass AZenith Equity PortfolioClass A

F-27

PROXY

[PORTFOLIO(S) NAME DROP-IN]

OF

METROPOLITAN SERIES FUND, INC.

SPECIAL MEETING OF SHAREHOLDERS

February 24, 2012

KNOW ALL MEN BY THESE PRESENTS that the undersigned shareholder(s) of the[Portfolio(s) Name Drop-In] of Metropolitan Series Fund, Inc. (the “Fund”) hereby appoints Elizabeth M. Forget, Alan C. Leland, Jr., Michael P. Lawlor, Jeffrey Bernier and Peter H. Duffy, or any one of them true and lawful attorneys with power of substitution of each, to vote all shares which the undersigned is entitled to vote, at the Special Meeting of Shareholders of the Fund to be held at the offices of MetLife Advisers, LLC, 501 Boylston Street, Boston, Massachusetts 02116, at 10:00 a.m. Eastern Time on February 24, 2012 and at any adjournments or postponements thereof (the “Meeting”), as follows:

PLEASE MARK BOXES BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example:¢

 

1.To approve, for each Portfolio listed below, an advisory agreement between the Trust, on behalf of each such Portfolio, and the Manager:

In respect of:

AB Global Dynamic Allocation Portfolio

FOR ☐

AGAINST ☐

ABSTAIN ☐

Allianz Global Investors Dynamic Multi-Asset Plus Portfolio

FOR ☐

AGAINST ☐

ABSTAIN ☐

American Funds® Balanced Allocation Portfolio

FOR ☐

AGAINST ☐

ABSTAIN ☐

American Funds® Growth Allocation Portfolio

FOR ☐

AGAINST ☐

ABSTAIN ☐

American Funds® Growth Portfolio

FOR ☐

AGAINST ☐

ABSTAIN ☐

American Funds® Moderate Allocation Portfolio

FOR ☐

AGAINST ☐

ABSTAIN ☐

AQR Global Risk Balanced Portfolio

FOR ☐

AGAINST ☐

ABSTAIN ☐

BlackRock Global Tactical Strategies Portfolio

FOR ☐

AGAINST ☐

ABSTAIN ☐

BlackRock High Yield Portfolio

FOR ☐

AGAINST ☐

ABSTAIN ☐

Clarion Global Real Estate Portfolio

FOR ☐

AGAINST ☐

ABSTAIN ☐

ClearBridge Aggressive Growth Portfolio

FOR ☐

AGAINST ☐

ABSTAIN ☐

Goldman Sachs Mid Cap Value Portfolio

FOR ☐

AGAINST ☐

ABSTAIN ☐

Harris Oakmark International Portfolio

FOR ☐

AGAINST ☐

ABSTAIN ☐

Invesco Balanced-Risk Allocation Portfolio

FOR ☐

AGAINST ☐

ABSTAIN ☐

Invesco Comstock Portfolio

FOR ☐

AGAINST ☐

ABSTAIN ☐
1.To elect Directors of the Fund.FOR ALLFOR ALLWITHOLD
(01) Stepehn M. AldermanNOMINEESNOMINEESAUTHORITY
(02) Robert BoulwareLISTEDLISTEDTO VOTE
(03) Daniel A. Doyle[            ]EXCEPT AS

NOTED

BELOW

[            ]

FOR ALL

NOMINEES

LISTED

[            ]

(04) Susan C. Gause

Invesco Mid Cap Value Portfolio

FOR ☐

AGAINST ☐

ABSTAIN ☐

Invesco Small Cap Growth Portfolio

FOR ☐

AGAINST ☐

ABSTAIN ☐

JPMorgan Core Bond Portfolio

FOR ☐

AGAINST ☐

ABSTAIN ☐

JPMorgan Global Active Allocation Portfolio

FOR ☐

AGAINST ☐

ABSTAIN ☐

JPMorgan Small Cap Value Portfolio

FOR ☐

AGAINST ☐

ABSTAIN ☐

Loomis Sayles Global Markets Portfolio

FOR ☐

AGAINST ☐

ABSTAIN ☐

Met/Aberdeen Emerging Markets Equity Portfolio

FOR ☐

AGAINST ☐

ABSTAIN ☐

Met/Artisan International Portfolio

FOR ☐

AGAINST ☐

ABSTAIN ☐

Met/Eaton Vance Floating Rate Portfolio

FOR ☐

AGAINST ☐

ABSTAIN ☐

Met/Franklin Low Duration Total Return Portfolio

FOR ☐

AGAINST ☐

ABSTAIN ☐

Met/Templeton International Bond Portfolio

FOR ☐

AGAINST ☐

ABSTAIN ☐

Met/Wellington Large Cap Research Portfolio

FOR ☐

AGAINST ☐

ABSTAIN ☐

MetLife Asset Allocation 100 Portfolio

FOR ☐

AGAINST ☐

ABSTAIN ☐

MetLife Balanced Plus Portfolio

FOR ☐

AGAINST ☐

ABSTAIN ☐

MetLife Multi-Index Targeted Risk Portfolio

FOR ☐

AGAINST ☐

ABSTAIN ☐

MetLife Small Cap Value Portfolio

FOR ☐

AGAINST ☐

ABSTAIN ☐

MFS® Research International Portfolio

FOR ☐

AGAINST ☐

ABSTAIN ☐

Morgan Stanley Mid Cap Growth Portfolio

FOR ☐

AGAINST ☐

ABSTAIN ☐

Oppenheimer Global Equity Portfolio

FOR ☐

AGAINST ☐

ABSTAIN ☐

PanAgora Global Diversified Risk Portfolio

FOR ☐

AGAINST ☐

ABSTAIN ☐

PIMCO Inflation Protected Bond Portfolio

FOR ☐

AGAINST ☐

ABSTAIN ☐

PIMCO Total Return Portfolio

FOR ☐

AGAINST ☐

ABSTAIN ☐

Pyramis® Government Income Portfolio

FOR ☐

AGAINST ☐

ABSTAIN ☐

Pyramis® Managed Risk Portfolio

FOR ☐

AGAINST ☐

ABSTAIN ☐

Schroders Global Multi-Asset Portfolio

FOR ☐

AGAINST ☐

ABSTAIN ☐

SSGA Growth and Income ETF Portfolio

FOR ☐

AGAINST ☐

ABSTAIN ☐  
(05) Nancy Hawthorne
(06) Keith M. Schappert
(07) Linda B. Strumpf
(08) Dawn M. Vroegop

2

SSGA Growth ETF Portfolio

FOR ☐

AGAINST ☐

ABSTAIN ☐

TCW Core Fixed Income Portfolio(1)

FOR ☐

AGAINST ☐

ABSTAIN ☐

T. Rowe Price Large Cap Value Portfolio

FOR ☐

AGAINST ☐

ABSTAIN ☐

T. Rowe Price Mid Cap Growth Portfolio

FOR ☐

AGAINST ☐

ABSTAIN ☐  
(09) Elizabeth M. Forget

2.To approve, for the Portfolio listed below, each of which is subadvised by MetLife Investment Advisors, LLC (“MLIA”), an affiliate of the Manager, a subadvisory agreement between the Manager and MLIA with respect to such Portfolio:

FOR

AGAINST

ABSTAIN

      

MetLife Multi-Index

Targeted Risk Portfolio

☐

☐

☐

3.      To elect Trustees of the Trust:

FOR ALL
NOMINEES
LISTED

☐

FOR ALL
NOMINEES
LISTED
EXCEPT
AS NOTED
BELOW

☐

WITHOLD
AUTHORITY
TO VOTE
FOR ALL
NOMINEES
LISTED

☐

(01) Stephen M. Alderman

(02) Robert Boulware

(03) Susan C. Gause

(04) Nancy Hawthorne

(05) Barbara A. Nugent

(06) John Rosenthal

(07) Linda B. Strumpf

(08) Dawn M. Vroegop

INSTRUCTION: TO WITHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE THE NUMBER(S) ON THE LINE IMMEDIATELY ABOVE.

THE SHARES REPRESENTED HEREBY WILL BE VOTED AS INDICATED OR FOR ALL OF THE PROPOSALS IF A PROPERLY EXECUTED PROXY CARD IS RETURNED BUT NO CHOICE IS INDICATED. THE BOARD OF TRUSTEES OF THE TRUST SOLICITS YOUR PROXY AND RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSALS. Discretionary authority to vote this proxy in accordance with the recommendation of management of the Trust is hereby conferred as to all other matters as may properly come before the Meeting.

Dated:

Name of Insurance Company

Name and Title of Authorized Officer

Signature of Authorized Officer

3

[Portfolio Name(s) Drop-In]

Name(s) of Separate Account(s)

Of the Insurance Company

Owning Shares in this Portfolio:

Insurance Company

Separate Account

4

PROXY

[PORTFOLIO(S) NAME DROP-IN]

OF

METROPOLITAN SERIES FUND

SPECIAL MEETING OF SHAREHOLDERS

February 24, 2017

KNOW ALL MEN BY THESE PRESENTS that the undersigned shareholder(s) of the[Portfolio(s) Name Drop-In]of Metropolitan Series Fund (the “Trust”) hereby appoints Andrew L. Gangolf, Michael P. Lawlor and Kristi Slavin, or any one of them true and lawful attorneys with power of substitution of each, to vote all shares which the undersigned is entitled to vote, at the Special Meeting of Shareholders of the Trust to be held at the offices of MetLife Advisers, LLC (the “Manager”), One Financial Center, Boston, Massachusetts 02111, at 10:00 a.m. Eastern Time on February 24, 2017 and at any adjournments or postponements thereof (the “Meeting”), as follows:

PLEASE MARK BOXES BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example:  

 

1.To approve, for each Portfolio listed below, an advisory agreement between the Trust, on behalf of each such Portfolio, and the Manager:

In respect of:

Baillie Gifford International Stock Portfolio

FOR ☐

AGAINST ☐ABSTAIN ☐

BlackRock Bond Income Portfolio

FOR ☐

AGAINST ☐ABSTAIN ☐

BlackRock Capital Appreciation Portfolio

FOR ☐

AGAINST ☐ABSTAIN ☐

BlackRock Large Cap Value Portfolio

FOR ☐

AGAINST ☐ABSTAIN ☐

BlackRock Ultra-Short Term Bond Portfolio

FOR ☐

AGAINST ☐ABSTAIN ☐

Frontier Mid Cap Growth Portfolio

FOR ☐

AGAINST ☐ABSTAIN ☐

Jennison Growth Portfolio

FOR ☐

AGAINST ☐ABSTAIN ☐

Loomis Sayles Small Cap Core Portfolio

FOR ☐

AGAINST ☐ABSTAIN ☐

Loomis Sayles Small Cap Growth Portfolio

FOR ☐

AGAINST ☐ABSTAIN ☐

Met/Artisan Mid Cap Value Portfolio

FOR ☐

AGAINST ☐ABSTAIN ☐

Met/Dimensional International Small Company Portfolio

FOR ☐

AGAINST ☐ABSTAIN ☐

Met/Wellington Balanced Portfolio

FOR ☐

AGAINST ☐ABSTAIN ☐

Met/Wellington Core Equity Opportunities Portfolio

FOR ☐

AGAINST ☐ABSTAIN ☐

MetLife Aggregate Bond Index Portfolio

FOR ☐

AGAINST ☐ABSTAIN ☐

MetLife Asset Allocation 20 Portfolio

FOR ☐

AGAINST ☐ABSTAIN ☐

5

MetLife Asset Allocation 40 Portfolio

FOR ☐

AGAINST ☐ABSTAIN ☐

MetLife Asset Allocation 60 Portfolio

FOR ☐

AGAINST ☐ABSTAIN ☐

MetLife Asset Allocation 80 Portfolio

FOR ☐

AGAINST ☐ABSTAIN ☐

MetLife Mid Cap Stock Index Portfolio

FOR ☐

AGAINST ☐ABSTAIN ☐

MetLife Stock Index Portfolio

FOR ☐

AGAINST ☐ABSTAIN ☐

MFS® Total Return Portfolio

FOR ☐

AGAINST ☐ABSTAIN ☐

MFS® Value Portfolio

FOR ☐

AGAINST ☐ABSTAIN ☐

MSCI EAFE® Index Portfolio

FOR ☐

AGAINST ☐ABSTAIN ☐

Neuberger Berman Genesis Portfolio

FOR ☐

AGAINST ☐ABSTAIN ☐

Russell 2000® Index Portfolio

FOR ☐

AGAINST ☐ABSTAIN ☐

T. Rowe Price Large Cap Growth Portfolio

FOR ☐

AGAINST ☐ABSTAIN ☐

T. Rowe Price Small Cap Growth Portfolio

FOR ☐

AGAINST ☐ABSTAIN ☐

Van Eck Global Natural Resources Portfolio

FOR ☐

AGAINST ☐ABSTAIN ☐

Western Asset Management Strategic Bond Opportunities Portfolio

FOR ☐

AGAINST ☐ABSTAIN ☐

Western Asset Management U.S. Government Portfolio

FOR ☐

AGAINST ☐ABSTAIN ☐

2.To approve, for each Portfolio listed below, each of which is subadvised by MetLife Investment Advisors, LLC (“MLIA”), an affiliate of the Manager, a subadvisory agreement between the Manager and MLIA with respect to such Portfolio:

FORAGAINSTABSTAINFORAGAINSTABSTAIN
MetLife Aggregate Bond Index Portfolio☐☐☐MSCI EAFE® Index Portfolio☐☐☐
MetLife Mid Cap Stock Index Portfolio☐☐☐Russell 2000® Index Portfolio☐☐☐
MetLife Stock Index Portfolio☐☐☐

3.

To elect Trustees of the Trust:




FOR ALL
NOMINEES
LISTED
☐








FOR ALL
NOMINEES
LISTED
EXCEPT AS
NOTED
BELOW

☐













WITHOLD
AUTHORITY
TO VOTE
FOR ALL
NOMINEES
LISTED

☐







(01) Stephen M. Alderman

(02) Robert Boulware

(03) Susan C. Gause

(04) Nancy Hawthorne

(05) Barbara A. Nugent

(06) John Rosenthal

(07) Linda B. Strumpf

(08) Dawn M. Vroegop

6

 

INSTRUCTION: TO WITHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE THE NUMBER(S) ON THE LINE IMMEDIATELY ABOVE.

THE SHARES REPRESENTED HEREBY WILL BE VOTED AS INDICATED OR FOR ALL OF THE PROPOSALS IF A PROPERLY EXECUTED PROXY CARD IS RETURNED BUT NO CHOICE IS INDICATED. THE BOARD OF TRUSTEES OF THE TRUST SOLICITS YOUR PROXY AND RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSALS. Discretionary authority to vote this proxy in accordance with the recommendation of management of the Trust is hereby conferred as to all other matters as may properly come before the Meeting.

Dated: 

Name of Insurance Company                          

Name and Title of Authorized Officer            

Signature of Authorized Officer                      

[Portfolio Name(s) Drop-In]

Name(s) of Separate Account(s)

Of the Insurance Company

Owning Shares in this Portfolio:

Insurance Company

Separate Account

7

VOTING OPTIONS:

VOTE ON THE LINE IMMEDIATELY ABOVE.INTERNET

Log on to:

2.To approve, with respect to each Portfolio listed below, an amended and restated advisory agreement between the Fund on behalf of each such Portfolio, and MetLife Advisers, LLC.

www.proxy-direct.com

Follow the on-screen instructions

available 24 hours

VOTE BY PHONE

Call 1-800-337-3503

Follow the recorded instructions

available 24 hours

VOTE BY MAIL

Vote, sign and date this

Proxy Card and return

in the postage-paid envelope

VOTE IN PERSON

Attend Shareholder Meeting

One Financial Center

Boston, MA 02111

On February 24, 2017

 

FOR [            ]

AGAINST [            ]ABSTAIN [            ]

3.

To approve an Agreement and Plan of Reorganization providing for (i) the transfer of all of the assets of each Portfolio of the Fund to, and the assumption of all of the liabilities of each Portfolio of the Fund by, a separate, corresponding

newly-formed series (a “New Portfolio”) of Metropolitan Series Fund, a Delaware statutory trust, in exchange for shares of the corresponding New Portfolio; (ii) the distribution of such shares to the shareholders of each Portfolio in complete liquidation of each Portfolio; and (iii) the dissolution of the Fund under Maryland law.

FOR [            ]

AGAINST [            ]ABSTAIN [            ]

THE SHARES REPRESENTED HEREBY WILL BE VOTED AS INDICATED OR FOR ALL OF THE PROPOSALS IF A PROPERLY EXECUTED PROXY CARD IS RETURNED BUT NO CHOICE IS INDICATED. THE BOARD OF DIRECTORS OF THE FUND SOLICITS YOUR PROXY AND RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSALS. Discretionary authority to vote this proxy in accordance with the recommendation of management of the Fund is hereby conferred as to all other matters as may properly come before the Meeting.

Dated:, 2012

 
Name of Insurance Company
Name and Title of Authorized Officer
Signature of Authorized Officer

[Portfolio Name(s) Drop-In]

Name(s) of Separate Account(s)

Of the Insurance Company

Owning Shares in this Portfolio:

Insurance Company

Separate Account

2

VOTING OPTIONS:

LOGO

VOTE ON THE INTERNET

Log on to:

www.proxy-direct.com

Follow the on-screen instructions

available 24 hours

LOGO

VOTE BY PHONE

Call 1-866-298-8476

Follow the recorded instructions

available 24 hours

LOGO

VOTE BY MAIL

Vote, sign and date this Voting Instruction Card and return it in the postage-paid envelope

Please detach at perforation before mailing.

VOTING INSTRUCTION

Met Investors Series Trust

 

VOTING
INSTRUCTION		METROPOLITAN
SERIES FUND, INC.
Special Meeting of
Shareholders
February 24, 2012		VOTING
INSTRUCTION

[Insurance Company Name Drop-In]

The undersigned hereby instructs the above Insurance Company (the “Insurance Company”) to vote the shares of the Portfolio(s) as to which the undersigned is entitled to give instructions at the Special Meeting of Shareholders of the Portfolio(s) to be held at the offices of MetLife Advisers, LLC, 501 Boylston Street, Boston, Massachusetts 02116, at 10:00 a.m. Eastern Time on

February 24, 2012, and at any adjournments or postponements thereof.

The Insurance Company and the Board of Directors of the Fund (the “Board”) solicit your voting instructions, and the Board recommends that you instruct the Insurance Company to vote “FOR” the Proposals, each of which is being proposed by the Fund. The Insurance Company will vote the appropriate number of Portfolio shares pursuant to the instruction given.If no instruction is set forth as to a Proposal on a properly executed returned voting instruction, the Insurance Company will vote FOR the Proposal. The approval and implementation of any one of the Proposals is not contingent on the approval of any of the other Proposals. The Insurance Company is authorized to vote in its discretion upon such other business as may properly come before the meeting and any adjournment thereof.

VOTE VIA THE INTERNET: www.proxy-direct.com
VOTE VIA THE TELEPHONE: 1-866-298-8476

999 9999 9999 9992017

 VOTING INSTRUCTION

[Insurance Company Name Drop-In]

The undersigned hereby instructs the above Insurance Company (the “Insurance Company”) to vote the shares of the Portfolio(s) as to which the undersigned is entitled to give instructions at the Special Meeting of Shareholders of the Portfolio(s) to be held at the offices of MetLife Advisers, LLC (the “Manager”), One Financial Center, Boston, Massachusetts 02111, at 10:00 a.m. Eastern Time on February 24, 2017 and at any adjournments or postponements thereof.

The Insurance Company and the Board of Trustees of the Trust (the “Board”) solicit your voting instructions, and the Board recommends that you instruct the Insurance Company to vote “FOR” the Proposals, each of which is being proposed by the Trust.The Insurance Company will vote the appropriate number of Portfolio shares pursuant to the instruction given. If no instruction is set forth as to a Proposal on a properly executed returned voting instruction, the Insurance Company will vote FOR the Proposal.The approval and implementation of any of the Proposals is not contingent on the approval of any of the other Proposals.The Insurance Company is authorized to vote in its discretion upon such other business as may properly come before the meeting and any adjournment thereof.

VOTE VIA THE INTERNET: www.proxy-direct.com
VOTE VIA THE TELEPHONE: 1-866-298-8476
999 9999 9999 9991234 5678
 1234 5678

Please sign exactly as your name appears at left. Joint owners

each should sign. When signing as an attorney, executor,

administrator, trustee or guardian, please give full title as such. If

a corporation, please sign in full corporate name by president or

authorized officer. If a partnership, please sign in partnership

name by authorized person.

Signature

Signature of joint owner, if any

Date

8

YOUR VOTE IS VERY IMPORTANT!

PLEASE SIGN, DATE AND RETURN THIS

VOTING INSTRUCTION CARD IN THE

ENCLOSED ENVELOPE TODAY

PortfolioPortfolio

AB Global Dynamic Allocation Portfolio

Met/Eaton Vance Floating Rate Portfolio

Allianz Global Investors Dynamic Multi-Asset Plus Portfolio

Met/Franklin Low Duration Total Return Portfolio

American Funds® Balanced Allocation Portfolio

Met/Templeton International Bond Portfolio

American Funds® Growth Allocation Portfolio

Met/Wellington Large Cap Research Portfolio

American Funds® Growth Portfolio

MetLife Asset Allocation 100 Portfolio

American Funds® Moderate Allocation Portfolio

MetLife Balanced Plus Portfolio

AQR Global Risk Balanced Portfolio

MetLife Multi-Index Targeted Risk Portfolio

BlackRock Global Tactical Strategies Portfolio

MetLife Small Cap Value Portfolio

BlackRock High Yield Portfolio

MFS® Research International Portfolio

Clarion Global Real Estate Portfolio

Morgan Stanley Mid Cap Growth Portfolio

ClearBridge Aggressive Growth Portfolio

Oppenheimer Global Equity Portfolio

Goldman Sachs Mid Cap Value Portfolio

PanAgora Global Diversified Risk Portfolio

Harris Oakmark International Portfolio

PIMCO Inflation Protected Bond Portfolio

Invesco Balanced-Risk Allocation Portfolio

PIMCO Total Return Portfolio

Invesco Comstock Portfolio

Pyramis® Government Income Portfolio

Invesco Mid Cap Value Portfolio

Pyramis® Managed Risk Portfolio

Invesco Small Cap Growth Portfolio

Schroders Global Multi-Asset Portfolio

JPMorgan Core Bond Portfolio

SSGA Growth and Income ETF Portfolio

JPMorgan Global Active Allocation Portfolio

SSGA Growth ETF Portfolio

JPMorgan Small Cap Value Portfolio

TCW Core Fixed Income Portfolio(1)

Loomis Sayles Global Markets Portfolio

T. Rowe Price Large Cap Value Portfolio

Met/Aberdeen Emerging Markets Equity Portfolio

T. Rowe Price Mid Cap Growth Portfolio

Met/Artisan International Portfolio

Please detach at perforation before mailing.

 

Signature

Signature of joint owner, if any

, 2012

Date

MET_23174VI_120111

YOUR VOTE IS VERY IMPORTANT!

PLEASE SIGN, DATE AND RETURN THIS

VOTING INSTRUCTION CARD IN THE

ENCLOSED ENVELOPE TODAY

[Portfolio(s) Name Drop-In]

Please detach at perforation before mailing.

PLEASE MARK BOXES BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example:

Example:¢

1.To elect Directors of the Fund:FOR
ALL		WITHHOLD
ALL		FOR ALL
EXCEPT
01 Stephen M. Alderman02 Robert Boulware03 Daniel A. Doyle¨¨¨
04 Susan C. Gause05 Nancy Hawthorne06 Keith M. Schappert  
07 Linda B. Strumpf08 Dawn M. Vroegop09 Elizabeth M. Forget

Instruction: To withhold authority to vote for any individual nominee, mark the “For All Except” box and write the nominee’s number on the line provided.

 

2.
1.To approve, with respect tofor each Portfolio listed below, an amended and restated advisory agreement between Metropolitan Series Fund, Inc.,the Trust, on behalf of each such Portfolio, and MetLife Advisers, LLC:

the Manager:

 

FORAGAINSTABSTAINFORAGAINSTABSTAIN
AB Global Dynamic Allocation Portfolio☐☐☐Met/Eaton Vance Floating Rate Portfolio☐☐☐
Allianz Global Investors Dynamic Multi-Asset Plus Portfolio☐☐☐Met/Franklin Low Duration Total Return Portfolio☐☐☐
American Funds® Balanced Allocation Portfolio☐☐☐Met/Templeton International Bond Portfolio☐☐☐
American Funds® Growth Allocation Portfolio☐☐☐Met/Wellington Large Cap Research Portfolio☐☐☐
American Funds® Growth Portfolio☐☐☐MetLife Asset Allocation 100 Portfolio☐☐☐
American Funds® Moderate Allocation Portfolio☐☐☐MetLife Balanced Plus Portfolio☐☐☐
AQR Global Risk Balanced Portfolio☐☐☐MetLife Multi-Index Targeted Risk Portfolio☐☐☐
BlackRock Global Tactical Strategies Portfolio☐☐☐MetLife Small Cap Value Portfolio☐☐☐
BlackRock High Yield Portfolio☐☐☐MFS® Research International Portfolio☐☐☐
Clarion Global Real Estate Portfolio☐☐☐Morgan Stanley Mid Cap Growth Portfolio☐☐☐
ClearBridge Aggressive Growth Portfolio☐☐☐Oppenheimer Global Equity Portfolio☐☐☐
Goldman Sachs Mid Cap Value Portfolio☐☐☐PanAgora Global Diversified Risk Portfolio☐☐☐

9

FORAGAINSTABSTAINFORAGAINSTABSTAIN
Harris Oakmark International Portfolio☐☐☐PIMCO Inflation Protected Bond Portfolio☐☐☐
Invesco Balanced-Risk Allocation Portfolio☐☐☐PIMCO Total Return Portfolio☐☐☐
Invesco Comstock Portfolio☐☐☐Pyramis® Government Income Portfolio☐☐☐
Invesco Mid Cap Value Portfolio☐☐☐Pyramis® Managed Risk Portfolio☐☐☐
Invesco Small Cap Growth Portfolio☐☐☐Schroders Global Multi-Asset Portfolio☐☐☐
JPMorgan Core Bond Portfolio☐☐☐SSGA Growth and Income ETF Portfolio☐☐☐
JPMorgan Global Active Allocation Portfolio☐☐☐SSGA Growth ETF Portfolio☐☐☐
JPMorgan Small Cap Value Portfolio☐☐☐TCW Core Fixed Income Portfolio(1)☐☐☐
Loomis Sayles Global Markets Portfolio☐☐☐T. Rowe Price Large Cap Value Portfolio☐☐☐
Met/Aberdeen Emerging Markets Equity Portfolio☐☐☐T. Rowe Price Mid Cap Growth Portfolio☐☐☐
Met/Artisan International Portfolio☐☐☐

Portfolio(s) Name Drop In

FORAGAINSTABSTAIN¨¨¨
2.To approve, for each Portfolio listed below, each of which is subadvised by MetLife Investment Advisors, LLC (“MLIA”), an affiliate of the Manager, a subadvisory agreement between the Manager and MLIA with respect to such Portfolio:

 

FORAGAINSTABSTAIN

MetLife Multi-Index Targeted Risk Portfolio

☐☐☐

3.       To elect Trustees of the Trust:


FOR

ALL



WITHHOLD

ALL



FOR ALL

EXCEPT


01 Stephen M. Alderman

02 Robert J. Boulware03 Susan C. Gause☐☐☐

04 Nancy Hawthorne

05 Barbara A. Nugent06 John Rosenthal

07 Linda B. Strumpf

08 Dawn M. Vroegop

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

FOR

Instruction: To withhold authority to vote for any individual nominee, mark the “For All Accept” box and write the nominee’s number on the line provided.

[  ]

10

VOTING OPTIONS:

VOTE ON THE INTERNET

Log on to:

www.proxy-direct.com

Follow the on-screen instructions

available 24 hours

VOTE BY PHONE

Call 1-800-337-3503

Follow the recorded instructions

available 24 hours

VOTE BY MAIL

Vote, sign and date this

Proxy Card and return

in the postage-paid envelope

VOTE IN PERSON

Attend Shareholder Meeting

One Financial Center

Boston, MA 02111

On February 24, 2017

 

¨
Please detach at perforation before mailing.
VOTING INSTRUCTION

Metropolitan Series Fund

Special Meeting of Shareholders

February 24, 2017

VOTING INSTRUCTION

[Insurance Company Name Drop-In]

The undersigned hereby instructs the above Insurance Company (the “Insurance Company”) to vote the shares of the Portfolio(s) as to which the undersigned is entitled to give instructions at the Special Meeting of Shareholders of the Portfolio(s) to be held at the offices of MetLife Advisers, LLC (the “Manager”), One Financial Center, Boston, Massachusetts 02111, at 10:00 a.m. Eastern Time on February 24, 2017 and at any adjournments or postponements thereof.

The Insurance Company and the Board of Trustees of the Trust (the “Board”) solicit your voting instructions, and the Board recommends that you instruct the Insurance Company to vote “FOR” the Proposals, each of which is being proposed by the Trust.The Insurance Company will vote the appropriate number of Portfolio shares pursuant to the instruction given. If no instruction is set forth as to a Proposal on a properly executed returned voting instruction, the Insurance Company will vote FOR the Proposal.The approval and implementation of any of the Proposals is not contingent on the approval of any of the other Proposals.The Insurance Company is authorized to vote in its discretion upon such other business as may properly come before the meeting and any adjournment thereof.

AGAINST

 

¨
VOTE VIA THE INTERNET: www.proxy-direct.com
VOTE VIA THE TELEPHONE: 1-866-298-8476
999 9999 9999 9991234 5678

Please sign exactly as your name appears at left. Joint owners

each should sign. When signing as an attorney, executor,

administrator, trustee or guardian, please give full title as such. If

a corporation, please sign in full corporate name by president or

authorized officer. If a partnership, please sign in partnership

name by authorized person.

Signature

Signature of joint owner, if any

Date

11

YOUR VOTE IS VERY IMPORTANT!

PLEASE SIGN, DATE AND RETURN THIS

VOTING INSTRUCTION CARD IN THE

ENCLOSED ENVELOPE TODAY

ABSTAIN

 

¨
PortfolioPortfolio
Baillie Gifford International Stock PortfolioMetLife Asset Allocation 40 Portfolio
BlackRock Bond Income PortfolioMetLife Asset Allocation 60 Portfolio
BlackRock Capital Appreciation PortfolioMetLife Asset Allocation 80 Portfolio
BlackRock Large Cap Value PortfolioMetLife Mid Cap Stock Index Portfolio
BlackRock Ultra-Short Term Bond PortfolioMetLife Stock Index Portfolio
Frontier Mid Cap Growth PortfolioMFS® Total Return Portfolio
Jennison Growth PortfolioMFS® Value Portfolio
Loomis Sayles Small Cap Core PortfolioMSCI EAFE® Index Portfolio
Loomis Sayles Small Cap Growth PortfolioNeuberger Berman Genesis Portfolio
Met/Artisan Mid Cap Value PortfolioRussell 2000® Index Portfolio
Met/Dimensional International Small Company PortfolioT. Rowe Price Large Cap Growth Portfolio
Met/Wellington Balanced PortfolioT. Rowe Price Small Cap Growth Portfolio
Met/Wellington Core Equity Opportunities PortfolioVan Eck Global Natural Resources Portfolio

MetLife Aggregate Bond Index Portfolio

MetLife Asset Allocation 20 Portfolio

Western Asset Management Strategic Bond Opportunities Portfolio

Western Asset Management U.S. Government Portfolio

Please detach at perforation before mailing.

PLEASE MARK BOXES BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example:

1.To approve, for each Portfolio listed below, an advisory agreement between the Trust, on behalf of each such Portfolio, and the Manager:

FORAGAINSTABSTAINFORAGAINSTABSTAIN
Baillie Gifford International Stock Portfolio☐☐☐MetLife Asset Allocation 40 Portfolio☐☐☐
BlackRock Bond Income Portfolio☐☐☐MetLife Asset Allocation 60 Portfolio☐☐☐
BlackRock Capital Appreciation Portfolio☐☐☐MetLife Asset Allocation 80 Portfolio☐☐☐
BlackRock Large Cap Value Portfolio☐☐☐MetLife Mid Cap Stock Index Portfolio☐☐☐
BlackRock Ultra-Short Term Bond Portfolio☐☐☐MetLife Stock Index Portfolio☐☐☐
Frontier Mid Cap Growth Portfolio☐☐☐MFS® Total Return Portfolio☐☐☐
Jennison Growth Portfolio☐☐☐MFS® Value Portfolio☐☐☐
Loomis Sayles Small Cap Core Portfolio☐☐☐MSCI EAFE® Index Portfolio☐☐☐
Loomis Sayles Small Cap Growth Portfolio☐☐☐Neuberger Berman Genesis Portfolio☐☐☐
Met/Artisan Mid Cap Value Portfolio☐☐☐Russell 2000® Index Portfolio☐☐☐
Met/Dimensional International Small Company Portfolio☐☐☐T. Rowe Price Large Cap Growth Portfolio☐☐☐
Met/Wellington Balanced Portfolio☐☐☐T. Rowe Price Small Cap Growth Portfolio☐☐☐
Met/Wellington Core Equity Opportunities Portfolio☐☐☐Van Eck Global Natural Resources Portfolio☐☐☐
MetLife Aggregate Bond Index Portfolio☐☐☐Western Asset Management Strategic Bond Opportunities Portfolio☐☐☐
MetLife Asset Allocation 20 Portfolio☐☐☐Western Asset Management U.S. Government Portfolio☐☐☐

12

2.To approve, for each Portfolio listed below, each of which is subadvised by MetLife Investment Advisors, LLC (“MLIA”), an affiliate of the Manager, a subadvisory agreement between the Manager and MLIA with respect to such Portfolio:

FORAGAINSTABSTAINFORAGAINSTABSTAIN
MetLife Aggregate Bond Index Portfolio☐☐☐MSCI EAFE® Index Portfolio☐☐☐
MetLife Mid Cap Stock Index Portfolio☐☐☐Russell 2000® Index Portfolio☐☐☐
MetLife Stock Index Portfolio☐☐☐

3.       To elect Trustees of the Trust:


FOR

ALL



WITHHOLD

ALL



FOR ALL

EXCEPT


MET_23174VI_11291101 Stephen M. Alderman

02 Robert J. Boulware03 Susan C. Gause☐☐☐

04 Nancy Hawthorne

05 Barbara A. Nugent06 John Rosenthal

07 Linda B. Strumpf

08 Dawn M. Vroegop

Instruction: To withhold authority to vote for any individual nominee, mark the “For All Accept” box and write the nominee’s number on the line provided.

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