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

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Shareholders of the Portfolios are not being asked to approve the Interim 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 ofin 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, and the namenames of the Manager and the Trusts (MetLife Advisers, LLC is changing its name to Brighthouse Investment Advisers, LLC)LLC and the names of the Trusts (MISTMIST and MSF will change their names to Brighthouse Funds Trust I and Brighthouse Funds Trust II, respectively)respectively, effective on or about March 6, 2017). 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 the rules thereunder. Below is a summary of the principal terms of each Portfolio’s Current Advisory Agreement, which are substantially identical

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to those of the New Advisory Agreement for each Portfolio. The form of the New Advisory Agreement for the Portfolios is attached hereto as Appendix B.

Services.Services. The Current Advisory Agreements provide that the investment adviser shall manage the investment and reinvestment of each Portfolio’s assets in accordance with the Portfolio’s investment objectives and policies.

Compensation.Compensation. In return for the services provided under the Current Advisory Agreement, a Portfolio pays the Manager an advisory fee based on average daily net assets, which is payable monthly. The advisory fee rates for each Portfolio under the Current

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Advisory Agreement and the fees paid by each Portfolio to the Manager during each Portfolio’s most recent fiscal year are set forth in Appendix C to this Proxy Statement.

Limitation on Liability.Liability. Under the Current Advisory Agreement for each Portfolio, except in the case of willful misfeasance, bad faith, gross negligence or reckless disregard of its duties under the agreement, the Manager will not be liable to the Trust, to any shareholder of the Trust or to any other person, firm or organization, for any act or omission in the course of, or connected with, rendering services thereunder.

Continuance.Continuance. The Current Advisory Agreement for each Portfolio originally was in effect for an initial term of one or two years and wasis eligible to be continued thereafter for successiveone-year periods if such continuance wasis specifically approved at least annually 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 dateconsummation of the Separation. Thereafter, the New Advisory Agreement for each Portfolio may be continued for successiveone-year periods if approved at least annually in the manner required by the 1940 Act.

Termination.Termination. The Current Advisory Agreement for each Portfolio may at any time be terminated by the Board or by vote of a majority of the outstanding voting securities of the Portfolio on sixty (60) days’ written notice to the Manager, or by the Manager on ninety (90) days’ written notice to the Trust, in each case without the payment 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’each Portfolio’s Current Advisory Agreements.Agreement. At the November Meeting, the Board, including a majority of the Independent Trustees, approved the New Advisory Agreements and recommended that

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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 whether 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 well 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 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

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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 material factors considered by the Board in approving the continuation of the Current Advisory Agreements.

A substantial portion of the Board’s review of the New Advisory Agreements focused on the Separation, including the potential effect of the 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,Separation, the Board and its Committees discussed the Separation and its possible effects on the Trusts with personnel of the Manager and the anticipated senior management at Brighthouse during the course of the BoardBoard’s 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 the 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

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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 matters.

2. Following the August16-17, 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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3. Since January 2016, the Board posed ongoing inquiries to, and received regular updates from, the Manager and anticipated senior management at Brighthouse at eitherin-person meetings dedicated to the status of the Separation or during the course of the Board 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 proposed 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 ofin-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 certainin-person and telephonic conference call meetings at which Barrington rendered advice to Stradley Ronon regarding these matters and responded to questions.

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6. The Independent Trustees requested and participated inin-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 Agreements 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 assubstantially identical to 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 not 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

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(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 itstheir annual contractscontract 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 view, to terminate any of the New Advisory Agreements without penalty upon 60 days’ notice.

Based on the foregoing and other relevant considerations, at the November Meeting, the Board, including a majority of the Independent Trustees, voted to approve the New Advisory Agreements and to recommend approval of the New Advisory Agreements by shareholders of the Portfolios. In this connection, the Board concluded that, in light of all factors considered, the terms of the New Advisory Agreement, including fee rates, were fair and reasonable, and that it would be in the best interests of shareholders of each Portfolio to approve the New Advisory Agreements.

Information Regarding the Manager

The Manager is a Delaware limited liability company. MetLife owns all of the voting interest in the Manager. The members of the Manager include each insurance company the separate accounts of which invest in the Portfolios. Each member’s

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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. Kristi Slavin is the President and Chief Executive Officer of the Manager and the 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 the Manager. Mr. Gangolf is the Secretary of the Trusts, and his principal occupation is Senior Vice President and Chief Legal Officer of 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 the Vice President of the Trusts, and his principal occupation is Treasurer and Chief Financial Officer of the Manager.

The address of Ms. Slavin and the Manager is One Financial Center, Boston, Massachusetts 02111. The address of MetLife is 200 Park Avenue, New York, NY 10166.

Vote Required

The shareholders of each Portfolio vote separately on Proposal I. All shares of a Portfolio vote together as a single class on Proposal 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 Advisory Agreement with respect to a Portfolio is the lesser of (i) 67% of the shares of the Portfolio that are present at the Meeting, if the holders of

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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 Trustees will consider what other actions to take in the best interests of the Portfolio.

Recommendation of the Board

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

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PROPOSAL II – II—APPROVAL OF NEW MLIA SUBADVISORY AGREEMENTS WITH AFFILIATED SUBADVISER

Introduction

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

As 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 (including each Current MLIA Subadvisory Agreement) provides for its automatic termination upon termination of the applicable Current Advisory Agreement, and accordingly, will automatically terminate along with the corresponding Current Advisory Agreement upon the change in control of the Manager in connection with the Separation.

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

In anticipation of the Separation, shareholders of theeach MLIA 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 a New MLIA Subadvisory Agreement on behalf of the Portfolio),Portfolio, to be effective upon the consummation of the Separation. The form of New MLIA Subadvisory Agreement for theeach MLIA Subadvised PortfoliosPortfolio is attached hereto as Appendix D. The New MLIA Subadvisory Agreement for each MLIA Subadvised Portfolio will have an initial term of one year and will be substantially identical to the Portfolio’scorresponding Current MLIA Subadvisory Agreement, including with respect to the services MLIA is required to provide to the Portfolio and the fee rates paid to MLIA by the Manager. The New MLIA Subadvisory Agreement for each MLIA Subadvised Portfolio will differ from the corresponding Current MLIA Subadvisory Agreement only with respect to dates and the names of the Manager and the Trusts (MetLife Advisers, LLC is changing its name to Brighthouse Investment Advisers, LLC)LLC and the Trusts (MISTMIST and MSF will change their names to Brighthouse Funds Trust I and Brighthouse Funds Trust II, respectively)respectively, effective on or about March 6, 2017).

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As with the New Advisory Agreements, in anticipation of the Separation, the Board met in person at the November Meeting and considered whether it would be in the best interests of each MLIA Subadvised Portfolio to approve a New MLIA Subadvisory Agreement with respect to such Portfolio. At the November Meeting, and for the reasons discussed below, the Board, including a majority of the Independent Trustees, approved a New MLIA Subadvisory Agreement with respect to each MLIA Subadvised Portfolio and recommended its approval by the shareholders of such Portfolio.

In the event that approval of the New MLIA Subadvisory Agreements by shareholders of the MLIA Subadvised Portfolios has not been obtained before the termination of the Current MLIA Subadvisory Agreements, the Board has approved interim subadvisory agreements with MLIA (the “Interim Subadvisory Agreements”) on behalf of the MLIA Subadvised Portfolios that will go into effect upon the termination of the Current MLIA Subadvisory Agreements. The Interim Subadvisory Agreements have the same terms and conditions as the corresponding New MLIA Subadvisory Agreements, except for the dates, the names of the Manager and the Trusts and certain provisions required by Rule15a-4 under the 1940 Act, summarized below.

As noted in Proposal I above, Rule15a-4 allows an investment company to enter into a subadvisory agreement that has not been approved by a majority of the Portfolio’s outstanding voting securities under certain circumstances, including when previous subadvisory agreements terminate by assignment because of a change ofin control of an investment adviser or subadviser. In accordance with the requirements of Rule15a-4, the Interim Subadvisory Agreements:

Shareholders of the MLIA Subadvised Portfolios are not being asked to approve the Interim Subadvisory Agreements, which will go into effect only in the event that a

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

Comparison of Current MLIA Subadvisory Agreement and New MLIA Subadvisory Agreement

The terms of the New MLIA Subadvisory Agreement for each MLIA Subadvised Portfolio are identical to those of the Current MLIA Subadvisory Agreement for such MLIA Subadvised Portfolio, except for the date of effectiveness, the initial term, and the names of the Manager and the Trusts (MetLife Advisers, LLC is changing its name to Brighthouse Investment Advisers, LLC and MIST and MSF will change their names to Brighthouse Funds Trust I and Brighthouse Funds Trust II, respectively, effective on or about March 6, 2017). There is no change in the subadvisory fee rate payable by the Manager to MLIA. In addition, no contractual expense limitation or reimbursement currently in effect for an MLIA Subadvised Portfolio will be affected by the replacement of the Current MLIA Subadvisory Agreement with the New MLIA Subadvisory Agreement. If approved by shareholders and assuming the Separation is completed, each New MLIA Subadvisory Agreement is expected to be effective as of the effective date of the Separation and will have an initial term of one year from the date of its effectiveness. Each New MLIA Subadvisory Agreement will continue in effect from year to year thereafter if its continuance is approved, on behalf of each MLIA Subadvised Portfolio, at least annually in the manner required by the 1940 Act and the rules thereunder. Below is a summary of the principal terms of eachCurrent MLIA Subadvisory Agreement, which are substantially identical to those of the New MLIA Subadvisory Agreement for each MLIA Subadvised Portfolio. The form of the New MLIA Subadvisory Agreement for the Portfolios is attached hereto as Appendix D.

Services. The Current MLIA Subdvisory Agreement for each MLIA Subadvised Portfolio provides that MLIA shall manage the investment and reinvestment of each MLIA Subadvised Portfolio’s assets, subject to the supervision of the Manager, in accordance with the MLIA Subadvised Portfolio’s investment objectives and policies.

Compensation. In return for the services provided under each Current MLIA Subadvisory Agreement, the Manager pays MLIA a fee based on average daily net assets of the MLIA Subadvised Portfolio allocated to MLIA by the Manager, which is payable monthly. The fee rates for each MLIA Subadvised Portfolio under the Current MLIA Subadvisory Agreement and the fees paid by the Manager to MLIA during each MLIA Subadvised Portfolio’s most recent fiscal year are set forth in Appendix C to this Proxy Statement.

Limitation on Liability. Under the Current MLIA Subadvisory Agreement for each MLIA Subadvised Portfolio, except in the case of willful misfeasance, bad faith, gross negligence or reckless disregard of its duties under the agreement, MLIA will not

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be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with the matters to which the Current MLIA Subadvisory Agreement relates.

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

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

Board Considerations

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

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

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

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

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

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

3. The Board considered representations by the Manager and its affiliates that approval of the New MLIA Subadvisory Agreements would be necessary for the MLIA Subadvised Portfolios to continue receiving subadvisory services from MLIA following the change in control of the Manager.

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

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

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

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7. The Board considered that, if shareholders approve the New MLIA Subadvisory Agreements, the Board, the Manager, and the Sub-AdviserMLIA will conduct itstheir annual contractscontract 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 Sub-AdviserMLIA to comply with theirits undertakings to the Board and the Manager and to monitor on an ongoing basis the quality of services to, and expenses of, the MLIA Subadvised Portfolios. In addition, the Board considered that, under the New MLIA Subadvisory Agreements, it will continue to have the authority, should the need arise in its view, to terminate any of the New MLIA Subadvisory Agreements without penalty upon no more than 60 days’ notice.

Based on the foregoing and other relevant considerations, at the November Meeting, the Board, including a majority of the Independent Trustees, voted to approve the New MLIA Subadvisory Agreements and to recommend approval of the New MLIA Subadvisory Agreements by shareholders of the MLIA Subadvised Portfolios. In this connection, the Board concluded that, in light of all factors considered, the terms of the New MLIA Subadvisory Agreements, including fee rates, were fair and reasonable, and that it would be in the best interests of shareholders of each MLIA Subadvised Portfolio to approve the New MLIA Subadvisory Agreements.

Information Regarding the Affiliated Subadviser

MLIA is a Delaware limited liability company. MetLife owns all of the voting interests in and is the sole member of MLIA. The member’s interest in MLIA entitles the member to all profits and losses attributable to MLIA. Steven J. Goulart is the President of MLIA. Richard Leist, Robert Merck, Joseph Pollaro and Bradley Rhoads are members of MLIA’s Board of Managers. Hugh McCrory, Michael Yick and John McCallion are officers of MLIA. Mr. McCrory is the Secretary of MLIA and his principal occupation is Senior Vice President and Chief Legal Officer of MLIA. Mr. Yick is Chief Financial Officer of MLIA and Mr. McCallion is Treasurer of MLIA.

The address of Mr. Goulart is One MetLife Way, Whippany, NJ 07981. The address of MLIA is One MetLife Way, Whippany, NJ 07981. The address of MetLife is 200 Park Avenue, New York, NY 10166.

Vote Required

The shareholders of each MLIA Subadvised Portfolio vote separately on Proposal II. All shares of a MLIA Subadvised Portfolio vote together as a single class on Proposal 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 the New MLIA Subadvisory Agreement with respect to a MLIA Subadvised Portfolio is the lesser of (i) 67% of the shares of the Portfolio that are present at the Meeting, if the holders of more than 50% of the shares of such Portfolio outstanding as of

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the Record Date are present or represented by proxy at the Meeting, or (ii) more than 50% of the shares of the Portfolio outstanding on the

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

Recommendation of the Board

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

PROPOSAL III – III—ELECTION OF BOARD MEMBERS

The purpose of this Proposal is to elect the eight (8) individuals listed below (each a “Nominee,”“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” (asperson,” as that term is used in the 1940 Act)Act, of the Trusts or(each an Independent Trustee.“Independent Trustee”). Mr. Rosenthal is an “interested person” of the Trusts (as that term is used in the 1940 Act) because of his position with MetLife, the ultimate parent company of the Manager.

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

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avoid the potential expense to

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

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

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Qualifications of the Trustee Nominees

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

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

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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

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

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

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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

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

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

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

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

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

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

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Board Oversight of Trust Risk

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

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

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

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

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

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

Compensation of the Trustees

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

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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

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

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

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

Vote Required

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

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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 FOR the election of each Nominee as set forth in Proposal III.

OTHER INFORMATION

Information about Voting Instructions and the Conduct of the Meeting

Solicitation of Voting Instructions

Voting instructions will be solicited primarily by mailing this Proxy Statement and its enclosures, but voting instructions may also be solicited through further mailings, telephone calls, personal interviews ore-mail by officers of the Trusts, the Insurance Companies or by their agents. In addition, Computershare Fund Services has been engaged to assist in the solicitation of proxies for a fee of approximately $4,000,896, although the actual costs of the solicitation may be higher. The Manager will bear all of the costs of the Meeting, including the costs of printing and mailing this proxy statement

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Proxy Statement and soliciting voting instructions, except that a portion of the printing and mailing costs relating to Proposal III (estimated to be approximately $325,000) will be borne by the 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 each Portfolio are currently sold to the separate accounts of Metropolitan Life Insurance Company and its insurance company affiliates (each an “Insurance Company” and collectively, the “Insurance Companies”) as the record owners for allocation to the corresponding investment divisions orsub-accounts of certain of their separate accounts that are registered as investment companies with the U.S. Securities and Exchange Commission. Most of the shares of the Portfolios are attributable to contracts issued by the Insurance Companies. Other outstanding Portfolio shares are not attributable to contracts, because such shares are held in a separate account that is not registered as an investment company.

Record owners of the shares of each 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 Trust 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 Trust, respectively, at the Meeting.

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

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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 I and II. With respect to Proposal 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 III.

In accordance with their understanding of presently applicable law, the Insurance Companies will vote the shares of a Portfolio that are attributable to the contracts based on voting instructions received from owners of such contracts that participate in the corresponding investment divisions in the separate accounts. The number of Portfolio shares held in the corresponding investment division of a separate account deemed attributable to each Contract Holder is determined by dividing a variable life insurance policy’s or variable benefit option’s cash value or a variable annuity contract’s accumulation units (or if variable annuity payments are currently being made, the amount of the Insurance Company’s reserves attributable to that variable annuity contract), as the case may be, in that division by the net asset value of one share in the Portfolio.

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

Portfolio shares held in an investment division attributable to contracts for which no timely instructions are received or that are not attributable to contracts will be represented at the Meeting by the record owners and voted in the same proportion as the shares for which voting instructions are received for all contracts participating in that investment division. Because the Trusts 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 Holder 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 each Trust at One Financial Center, Boston, Massachusetts 02111, or by calling toll free (800) 638-7732.(866)941-7346. Each Trust must receive the revocation or later voting

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instruction card prior to the Meeting for the revocation to be effective. You may attend the Meeting in person to revoke previously provided voting instructions and to provide new voting instructions.

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

For instructions on how to attend the meeting and vote in person, please call (800) 638-7732.(866) 941-7346.

Adjournments; Other Business

With respect to Proposals I and II, an adjournment of the Meeting as to any Portfolio requires the vote of a majority of the total number of shares of the relevant

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Portfolio that are present in person or by proxy and entitled to vote. With respect to Proposal III, an adjournment of the Meeting requires the vote of a majority of the total number of shares of the TrustsTrust 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 Trusts 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 Trusts has previously received written contrary instructions from the shareholder entitled to vote the shares. Shares represented by properly executed proxy cards that constitute abstentions will have the effect of a vote against any adjournment.

Shareholder Proposals at Future Meetings

Under each Trust’s Amended and RestatedBy-laws, the Trusts are not required to hold an annual meeting of shareholders in any year in which the election of Trustees 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 Trusts must be received by the Trusts in writing a reasonable amount of time before the Trusts 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.

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

Met Investors Series Trust

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Metropolitan Series Fund

“Audit Fees” represent fees billed for each of the last two fiscal years or professional services rendered for the audit of the Trusts’ 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 Trusts for the last two fiscal years.

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

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

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

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

The Audit Committee considered the provision ofnon-audit services that were rendered to the Manager, and any entity controlling, controlled by or under common control with the Manager that provides ongoing services to the Trusts that were notpre-approved pursuant to paragraph (c)(7)(ii) of Rule2-01 of RegulationS-X and concluded that such services are compatible with maintaining the Independent Registered Public Accounting Firm’s independence.

Information about the Trusts

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

Ownership of Shares

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

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29

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30

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31

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

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

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INSTRUCTIONS FOR EXECUTING VOTING INSTRUCTIONS

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

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

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

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

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

If you have any questions about the voting instructions, please call the Fund at (800) 638-7732.(866) 941-7346.

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Appendix A

The table below sets forth the date of each Current 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.

MET INVESTORS SERIES TRUST

1

A-1

A-2

METROPOLITAN SERIES FUND

A-3

2

A-4

3