Brighthouse Funds Trust II DEF 14C Information statement

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SCHEDULE 14C INFORMATION

INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE

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METROPOLITAN SERIES FUND

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METROPOLITAN SERIES FUND

One Financial Center

Boston, Massachusetts 02111

April 28, 2014

Dear Contract Owner:

The accompanying information statement provides information about a change in the subadviser of the WMC Balanced Portfolio (formerly, BlackRock Diversified Portfolio) (the “Portfolio”), a series of Metropolitan Series Fund. Effective February 3, 2014, Wellington Management Company, LLP became the subadviser to the Portfolio. In addition, the Portfolio’s investment objective, principal investment strategies, and risks changed, and the name of the Portfolio was changed to WMC Balanced Portfolio. You are receiving the accompanying information statement because some or all of the value of your variable annuity or variable life insurance contract was invested in the Portfolio as of February 3, 2014.

The accompanying information statement is for your information only. You do not need to do anything in response to this information statement.

Sincerely,

Elizabeth M. Forget

President

Met Investors Series Trust

METROPOLITAN SERIES FUND

WMC Balanced Portfolio

(formerly, BlackRock Diversified Portfolio)

One Financial Center

Boston, Massachusetts 02111

INFORMATION STATEMENT

Important Notice Regarding the Availability of this Information Statement

This Information Statement is available online at

www.metlife.com/variablefunds

The primary purpose of this Information Statement is to provide you with information about a change of the subadviser to the WMC Balanced Portfolio (formerly, BlackRock Diversified Portfolio) (the “Portfolio”), a series of Metropolitan Series Fund (the “Trust”). Effective February 3, 2014, Wellington Management Company, LLP (“Wellington”) replaced BlackRock Advisors, LLC (“BlackRock”) as the subadviser to the Portfolio. BlackRock was replaced as the Portfolio’s subadviser because of the turnover within BlackRock’s equity team and with a view to lowering the overall expenses of the Portfolio. This Information Statement is being mailed beginning on or about April 28, 2014 to the Portfolio’s shareholders of record as of the close of business on February 3, 2014 (the “Record Date”). The information in this document should be considered to be an Information Statement for purposes of Schedule 14C under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Trust’s most recent annual and semiannual reports are available upon request without charge by writing the Trust at the above address or calling the Trust toll-free at 1-800-638-7732.

MetLife Advisers, LLC (“MetLife Advisers”) serves as investment adviser to the Trust pursuant to an amended and restated advisory agreement dated April 30, 2012, as amended from time to time, between the Trust and MetLife Advisers (the “Management Agreement”). MetLife Investors Distribution Company (the “Distributor”), an affiliate of MetLife Advisers, serves as the distributor to the Trust. MetLife Advisers is located at One Financial Center Boston, Massachusetts 02111. The Distributor is located at 1095 Avenue of the Americas, New York, New York 10036. State Street Bank and Trust Company is the administrator of the Trust and is located at 2 Avenue de Lafayette, Boston, Massachusetts 02111.

Section 15(a) of the Investment Company Act of 1940, as amended (the “1940 Act”), requires that all agreements under which persons serve as investment advisers or investment subadvisers to investment companies be approved by shareholders. The Securities and Exchange Commission (the “SEC”) has granted exemptive relief to the Trust and MetLife Advisers that generally permits MetLife Advisers, subject to certain conditions, and without the approval of shareholders, to: (a) employ a new

investment subadviser for the Portfolio pursuant to the terms of a new investment subadvisory agreement, in each case either as a replacement for an existing subadviser or as an additional subadviser; (b) change the terms of any investment subadvisory agreement in a way that would otherwise require the approval of shareholders; and (c) continue the employment of an existing subadviser on the same subadvisory contract terms where a contract has been terminated because of an assignment of the contract, including, potentially, a change in control of the subadviser. Generally, the Portfolio’s Board of Trustees must approve any new subadvisory agreements implemented in reliance on the exemptive order. The Portfolio may not generally rely on the exemptive order with respect to subadvisers that are affiliated with MetLife Advisers. One of the conditions of the exemptive relief is that within ninety days after entering into a new or amended investment subadvisory agreement without shareholder approval, the Portfolio must provide an information statement to its shareholders setting forth substantially the information that would be required to be contained in a proxy statement for a meeting of shareholders to vote on the approval of the agreement. This Information Statement is being provided to you to satisfy this condition of the exemptive relief.

THIS INFORMATION STATEMENT IS FOR YOUR INFORMATION ONLY. YOU DO NOT NEED TO DO ANYTHING IN RESPONSE TO THIS INFORMATION STATEMENT. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

I. Introduction

Prior to February 3, 2014, BlackRock served as subadviser to the Portfolio pursuant to an investment advisory agreement dated October 2, 2006, by and between MetLife Advisers and BlackRock (the “Previous Subadvisory Agreement”).

At an in-person meeting of the Board of Trustees of the Trust (“Board”) held on November 19-20, 2013, the Trustees (including the Trustees who are not “interested persons” of the Trust, MetLife Advisers, Wellington or the Distributor (as that term is defined in the 1940 Act) (“Independent Trustees”)) approved a new investment subadvisory agreement between MetLife Advisers and Wellington with respect to the Portfolio, which took effect as of February 3, 2014 (the “New Subadvisory Agreement”). In connection with the appointment of Wellington as subadviser to the Portfolio, the Previous Subadvisory Agreement was terminated as of February 3, 2014, and as of that date, BlackRock no longer served as subadviser to the Portfolio. As discussed below, the New Subadvisory Agreement is the same in all material respects as the Previous Subadvisory Agreement, except for Wellington as subadviser, the subadvisory fee schedule, the effective date and term, and certain administrative provisions. As with the Previous Subadvisory Agreement, the Portfolio does not pay the subadvisory fee under the New Subadvisory Agreement. The Management Agreement between the Trust and MetLife Advisers relating to the Portfolio remains in effect.

As a result of the approval of the New Subadvisory Agreement, effective February 3, 2014, Wellington replaced BlackRock as the subadviser to the Portfolio. All references to BlackRock with respect to the Portfolio in the Summary Prospectus, Prospectus, and Statement of Additional Information relating to the Portfolio were replaced with Wellington.

II. The Previous and New Subadvisory Agreements

The Previous Subadvisory Agreement

The Previous Subadvisory Agreement provided that it would remain in effect for a two-year period from October 2, 2006 through October 2, 2008, and would continue in full force and effect for successive periods of one year thereafter only so long as the Board, including a majority of the Independent Trustees, specifically approved its continuance at least annually. The Previous Subadvisory Agreement could be terminated at any time, without the payment of any penalty, by the Board,

by MetLife Advisers, or by the vote of a majority of the outstanding voting securities of the Portfolio, upon sixty days’ prior written notice to BlackRock or by BlackRock upon sixty days’ prior written notice to MetLife Advisers. The Previous Subadvisory Agreement also terminated automatically in the event of its assignment or in the event that the Management Agreement between MetLife Advisers and the Trust was terminated for any other reason.

The Previous Subadvisory Agreement also generally provided that, absent willful misconduct, bad faith, reckless disregard or gross negligence of BlackRock in the performance of any of its duties or obligations under the Previous Subadvisory Agreement, BlackRock would not be liable for any act or omission in the course of, or connected with, rendering services under the Previous Subadvisory Agreement.

Under the Previous Subadvisory Agreement, MetLife Advisers paid a subadvisory fee to BlackRock, based on the average daily net assets of the Portfolio, consisting of a monthly fee computed at the annual rate of 0.350% of the first $250 million of such assets, plus 0.300% of such assets over $250 million up to $500 million, plus 0.250% of such assets over $500 million. For the fiscal year ended December 31, 2013, MetLife Advisers paid BlackRock $3,614,503 in aggregate subadvisory fees with respect to the Portfolio.

The Previous Subadvisory Agreement was initially approved by the Board, including by a separate vote of the Independent Trustees, at a meeting held on October 29, 2004 and by the Portfolio’s initial shareholder on January 15, 2005.

The New Subadvisory Agreement

The New Subadvisory Agreement for the Portfolio is attached as Exhibit 1 to this Information Statement. The terms of the New Subadvisory Agreement are the same in all material respects as those of the Previous Subadvisory Agreement, except for Wellington as subadviser, the subadvisory fee schedule, the effective date and term, and certain administrative provisions. The New Subadvisory Agreement provides that it will remain in effect until December 31, 2015, and thereafter for successive periods of one year only so long as the Board, including a majority of the Independent Trustees, specifically approves its continuance at least annually. The New Subadvisory Agreement can be terminated at any time, without the payment of any penalty, by the Board, by MetLife Advisers, or by the vote of a majority of the outstanding voting securities of the Portfolio, upon sixty days’ prior written notice to Wellington or by Wellington upon ninety days’ prior written notice to MetLife Advisers, or upon shorter notice as mutually agreed upon. The New Subadvisory Agreement also terminates automatically in the event of its assignment or in the event that the Management Agreement between MetLife Advisers and the Trust is assigned or terminated for any other reason.

The New Subadvisory Agreement also generally provides that, absent willful misconduct, bad faith, reckless disregard or gross negligence of Wellington in the performance of any of its duties or obligations under the New Subadvisory Agreement, Wellington will not be liable for any act or omission in the course of, or connected with, rendering services under the New Subadvisory Agreement.

The New Subadvisory Agreement imposes certain obligations on Wellington, such as the reporting of compliance issues to MetLife Advisers and the maintenance of procedures regarding the use of derivatives, that were not in the Previous Subadvisory Agreement. The New Subadvisory Agreement also explicitly states that the Trust is an intended third-party beneficiary of the New Subadvisory Agreement.

Subadvisory Fee

Under the New Subadvisory Agreement MetLife Advisers pays a subadvisory fee to Wellington, based on the average daily net assets of the Portfolio, consisting of a monthly fee computed at the annual rate of 0.235% of the first $750 million of such assets, plus 0.210% of such assets over $750 million.

In connection with subadviser change, MetLife Advisers has contractually agreed, for the period April 28, 2014 through April 30, 2015, to reduce the Management Fee for each Class of the Portfolio to the annual rate of 0.480% for the first $750 million of the Portfolio’s average daily net assets, 0.460% for the next $250 million and 0.400% for amounts over $1 billion. This fee waiver arrangement may be modified or discontinued prior to April 30, 2015, only with the approval of the Board of Trustees of the Portfolio. In addition, MetLife Advisers has agreed to waive a portion of the Management Fee reflecting a portion of the savings from the application of a discount to the subadvisory fees payable by MetLife Advisers to Wellington.

For the fiscal year ended December 31, 2013, MetLife Advisers paid BlackRock $3,614,503 in aggregate subadvisory fees with respect to the Portfolio under the Previous Subadvisory Agreement. If the New Subadvisory Agreement had been in effect during the fiscal year ended December 31, 2013, the fee payable by MetLife Advisers to BlackRock would have been $2,440,505. The difference between such amounts is $1,173,998, which represents a -32.48% decrease.

As with the Previous Subadvisory Agreement, the Portfolio does not pay the subadvisory fee under the New Subadvisory Agreement. The Management Agreement between the Trust and MetLife Advisers relating to the Portfolio remains in effect and the fees payable to MetLife Advisers by the Portfolio under the Management Agreement at current asset levels, excluding the waivers described above, are the same as they were they were when BlackRock subadvised the Portfolio.

Effective Date

The New Subadvisory Agreement was approved by the Board, including by a separate vote of the Independent Trustees, at an in-person meeting of the Board on November 19-20, 2013, and its effective date was as of February 3, 2014.

III. Board Considerations

At an in-person meeting of the Board held on November 19-20, 2013, the Board, including a majority of the Independent Trustees, approved the New Subadvisory Agreement between MetLife Advisers and Wellington for the Portfolio. Representatives of management informed the Board that, if approved by the Board, the New Subadvisory Agreement would become effective on February 3, 2014.

In considering the New Subadvisory Agreement, the Board reviewed a variety of materials provided by MetLife Advisers and Wellington relating to the Portfolio and Wellington, including comparative performance, fee and expense information for an appropriate peer group of similar mutual funds, performance information for relevant benchmark indexes, and other information regarding the nature, extent and quality of services to be provided by Wellington under the New Subadvisory Agreement.

The Independent Trustees were separately advised by independent legal counsel throughout the process. The Independent Trustees discussed the proposed approval of the New Subadvisory Agreement in a private session with their independent legal counsel at which no representatives of management were present.

In considering whether to approve the New Subadvisory Agreement with Wellington with respect to the Portfolio, the Board reviewed and analyzed the factors it deemed relevant, including: (1) the nature, extent and quality of the services to be provided to the Portfolio by Wellington; (2) the performance of the Portfolio and the investment strategy Wellington proposed to use in managing the Portfolio (“Wellington Strategy”), as compared to a peer group and an appropriate index; (3) Wellington’s personnel and operations; (4) the financial condition of Wellington; (5) the level and method of computing the Portfolio’s proposed subadvisory fee; (6) the anticipated profitability of Wellington under the New Subadvisory Agreement; (7) any “fall-out” benefits that may accrue to Wellington and its affiliates (i.e., ancillary benefits that may be realized by Wellington or its affiliates from Wellington’s relationship with the Trust); (8) the anticipated effect of growth in size on the Portfolio’s expenses; (9) fees paid by comparable mutual funds; and (10) possible conflicts of interest.

Nature, extent and quality of services. In considering the nature, extent and quality of the services to be provided by Wellington to the Portfolio, the Board

considered information provided to the Board by Wellington. The Board considered Wellington’s current level of staffing and its overall resources, as well as its compensation program. The Board reviewed Wellington’s history and investment experience, as well as information regarding the qualifications, background and responsibilities of Wellington’s investment and compliance personnel who would be providing services to the Portfolio. The Board also noted that the Trust’s Chief Compliance Officer and his staff would be conducting regular, periodic compliance reviews with Wellington and presenting reports to the Independent Trustees regarding the same. The compliance reviews would include an evaluation of the regulatory compliance system of Wellington and procedures reasonably designed by Wellington to assure compliance with the federal securities laws, including issues related to late trading and market timing, best execution, fair value pricing, and proxy voting procedures, among others. The Board also took into account the financial condition of Wellington.

The Board considered Wellington’s investment process and philosophy. The Board took into account that Wellington’s responsibilities would include the development and maintenance of an investment program for the Portfolio that would be consistent with the Portfolio’s investment objective, 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. The Board also reviewed Wellington’s brokerage policies and practices, including with respect to best execution.

Performance.The Board considered the performance of the Portfolio as described in the quarterly reports prepared by management. The Board noted that MetLife Advisers reviews with the Board on a quarterly basis detailed information about the Portfolio’s performance results, portfolio composition, and investment strategies. The Board also considered information comparing the performance of the Portfolio with the Wellington Strategy. The Board noted that the Portfolio outperformed its custom benchmark, a blend of 60% Russell 1000 Index and 40% Barclays U.S. Aggregate Bond Index, for the trailing one- and three-year periods ended September 30, 2013, and underperformed its benchmark for the trailing five- and ten-year periods ended September 30, 2013. The Board also noted that the Portfolio performed above the median of its peer group for the trailing three- and five-year periods ended September 30, 2013, and below the median of its peer group for the trailing one- and ten-year periods ended September 30, 2013. The Board considered the performance of the Wellington Strategy. Among other data relating specifically to the Wellington Strategy, the Board noted that both the equity and fixed-income sleeves of the Wellington Strategy had outperformed their respective indexes, the Russell 1000 Index and the Barclays U.S. Aggregate Bond Index, for the trailing one-, three-, five-, and ten-year periods ended September 30, 2013. The Board also noted that the equity sleeve of the Wellington Strategy performed above the median of its peer group for the trailing one-, three-, five-, and ten-year periods

ending September 30, 2013, and the fixed-income sleeve of the Wellington Strategy performed above the median of its peer group for the trailing three-, five-, and ten-year periods ended September 30, 2013. The fixed income sleeve of the Wellington Strategy performed below the median of its peer group for the trailing one-year period ended September 30, 2013. The Trustees took into account that the portfolio managers who managed the Wellington Strategy were expected to manage the Portfolio. In addition, the Trustees took into consideration the differences in principal investment strategies between the Portfolio and the Wellington Strategy.

Fees and expenses. The Board considered the proposed subadvisory fee payable under the New Subadvisory Agreement. The Board noted that the rate of compensation in the New Subadvisory Agreement’s fee schedule is lower at current asset levels than the rate of compensation MetLife Advisers pays to BlackRock for managing the Portfolio under the Previous Subadvisory Agreement. The Board noted that the proposed subadvisory fee for the Portfolio would be paid by MetLife Advisers, not the Portfolio, out of the management fee and that MetLife Advisers has contractually agreed to waive a portion of the management fee from February 3, 2014 until April 30, 2014. The Board also noted that MetLife Advisers negotiated the subadvisory fee at arm’s length. The Board further considered, with the assistance of a Lipper-based report prepared by an independent consultant, the Portfolio’s peer group ranking in light of its revised fee arrangement.

Profitability.In considering the anticipated profitability to Wellington and its affiliates of their relationship with the Portfolio, the Board took into account that the rate of compensation provided in the New Subadvisory Agreement’s fee schedule at current asset levels is lower than the rate of compensation in the Previous Subadvisory Agreement’s fee schedule. The Board also took into account that Wellington has agreed, for the period beginning on February 3, 2014, to waive a portion of the subadvisory fee it charges to MetLife Advisers for managing the assets of the Portfolio, based upon the application of a discount to the aggregate subadvisory fees payable by MetLife Advisers to Wellington that is calculated when the assets of the Portfolio are aggregated with those of the WMC Large Cap Research Portfolio and WMC Core Equity Opportunities Portfolio, each a series within the MetLife Funds complex. The Board noted that a portion of savings from this fee reduction would be passed on to the Portfolio in the form of a management fee waiver. The Board noted that the proposed subadvisory fee under the New Subadvisory Agreement would be paid by MetLife Advisers, not the Portfolio, out of the management fee that it would receive under the Management Agreement with the Trust. The Board also relied on the ability of MetLife Advisers to negotiate the New Subadvisory Agreement and the fee thereunder at arm’s length.

Economies of scale. The Board also considered the effect of the Portfolio’s growth in size on its fees. The Board noted that the Portfolio’s management fee and

the proposed subadvisory fee contained breakpoints that would reduce the fee rate on assets above certain specified asset levels. The Board noted that if the Portfolio’s assets increase over time, the Portfolio may realize 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 Wellington and its affiliates from their relationship with the Trust, including the opportunity to provide advisory services to additional portfolios of the Trust and reputational benefits. In conjunction with these considerations, the Board noted the costs of providing investment advisory services to the Portfolio and Wellington’s ongoing commitment to providing investment management services to its other advisory clients, including mutual funds.

The Board took into account the expected transaction costs to the Portfolio of the change in subadviser. The Board also took into account that MetLife Advisers has agreed to reimburse the Portfolio for the costs of preparing, printing, and mailing a prospectus supplement and information statement concerning the subadviser change. The Board also took into consideration that MetLife Advisers had agreed to waive a portion of its management fee beginning on February 3, 2014 through April 30, 2014.

The Board considered possible conflicts of interest in the form of material benefits or detriments to the Trust resulting from the nature of the Trust’s and Wellington’s affiliations and the services that are provided to the Trust, and the manner in which such conflicts would be mitigated.

Conclusion. After full consideration of the factors discussed above, the Board, including a majority of the Independent Trustees, approved the New Subadvisory Agreement. The Board concluded that the nature, extent, and quality of services to be provided by Wellington supported the approval of the New Subadvisory Agreement. The Board also concluded that the investment performance of the Wellington Strategy was such that the New Subadvisory Agreement with Wellington be approved. In addition, the Board concluded that the fees to be paid by the Portfolio to Wellington appeared to be acceptable in light of the nature, extent, and quality of the services to be provided by Wellington. Further, the Board concluded that Wellington’s profitability in providing services under the New Subadvisory Agreement did not appear unreasonably high in light of the nature, extent, and quality of the services to be provided by Wellington. Finally, the Board concluded that the fee payable under the New Subadvisory Agreement in some measure shares economies of scale with Contract Owners. In approving the New Subadvisory Agreement, the Board, including the Independent Trustees, did not identify any single factor as controlling.

IV. The Subadviser

WELLINGTON MANAGEMENT COMPANY, LLP, 280 Congress Street, Boston, Massachusetts 02210, is the Subadviser to the Portfolio. Wellington is a professional investment counseling firm that provides investment services to investment companies, employee benefit plans, endowments, foundations and other institutions. Wellington and its predecessor organizations have provided investment advisory services for over 80 years. As of December 31, 2013, Wellington had investment authority with respect to approximately $834 billion in assets.

The following individuals are jointly responsible for managing the fixed income portion of the Portfolio:

•

Joseph F. Marvan, CFA, Senior Vice President and Fixed Income Portfolio Manager of Wellington, has served as the Portfolio Manager for the fixed income component of the Portfolio since February 2014. Mr. Marvan joined Wellington as an investment professional in 2003.

•

Lucius T. Hill III, Senior Vice President and Fixed Income Portfolio Manager of Wellington, has served as the Portfolio Manager for the fixed income component of the Portfolio since February 2014. Mr. Hill joined Wellington as an investment professional in 1993.

•

Campe Goodman, CFA, Senior Vice President and Fixed Income Portfolio Manager of Wellington, has served as the Portfolio Manager for the fixed income component of the Portfolio since February 2014. Mr. Goodman joined Wellington as an investment professional in 2000.

The following individuals are jointly responsible for managing the equity portion of the Portfolio:

•

Cheryl M. Duckworth, CFA, Managing Director and Associate Director of Global Industry Research affiliated with Wellington and located outside the U.S., supervises and coordinates a team of global industry analysts that manage the equity component of the Portfolio and has served in this capacity for the Portfolio since February 2014. Ms. Duckworth joined Wellington as an investment professional in 1994.

•

Mark D. Mandel, CFA, Senior Vice President and Director of Global Industry Research of Wellington, supervises a team of global industry analysts that manage the equity component of the Portfolio and has served in this capacity for the Portfolio since February 2014. Mr. Mandel joined Wellington as an investment professional in 1994.

Following is a list of the directors and principal executive officers of Wellington and their principal occupations. The address of each person listed is 280 Congress Street, Boston, Massachusetts 02210.


		Name		Principal Occupation at Wellington
		Perry M. Traquina		Chief Executive Officer, Managing Partner and Executive Committee Member
		Edward J. Steinborn		Senior Vice President, Partner and Chief Financial Officer
		Cynthia M. Clarke		Senior Vice President, Partner and Chief Legal Officer
		Phillip H. Perelmuter		Senior Vice President, Managing Partner and Executive Committee Member
		Brendan J. Swords		President, Managing Partner and Executive Committee Member
		Ray E. Helfer		Managing Director, Partner and Executive Committee Member
		Louis Chabrier		Senior Vice President, Partner and Executive Committee Member
		John F. Averill		Senior Vice President, Partner and Executive Committee Member
		Nicolas M. Choumenkovitch		Senior Vice President, Partner and Executive Committee Member
		Cheryl M. Duckworth		Managing Director, Partner and Executive Committee Member
		Ian R. Link		Director, Partner and Executive Committee Member
		Nancy M. Morris		Vice President and Chief Compliance Officer

Wellington does not act as investment adviser or subadviser to any other mutual funds that have investment objectives similar to those of the Portfolio.

V. Changes in the Portfolio’s Investment Style and Changes in the Portfolio’s Risks

Under Wellington’s management, the investment objective of the Portfolio has changed from seeking high total return while attempting to limit investment risk and preserve capital to seeking long-term capital appreciation with some current income. Following the subadviser change, the Portfolio continues to invest approximately 60% of its assets in equity securities and approximately 40% of its assets in fixed income securities. However, there have been some changes to the Portfolio’s principal investment strategies as a result of the subadviser change.

With respect to the fixed income portion of the Portfolio, under BlackRock’s management, the Portfolio invested primarily in U.S. investment grade fixed income

securities. The Portfolio could invest up to 20% of its net assets allocated to fixed income securities in high yield securities and up to 20% of those assets could be invested in foreign securities, including emerging markets. The Portfolio could not invest more than 30% of its assets allocated to fixed income securities in high yield and foreign securities, including emerging markets, on a combined basis. With respect to the fixed income portion of the Portfolio, under Wellington’s management, the Portfolio continues to invest primarily in U.S. investment grade fixed income securities. The Portfolio may invest up to 20% of its net assets allocated to fixed income securities in non-U.S. dollar denominated issues and currencies, and up to 20% of those assets could be invested in debt obligations below investment grade. The Portfolio may not invest more than 30% of its assets allocated to fixed income securities in non-U.S. dollar denominated issues and currencies and debt obligations below investment grade, on a combined basis. In selecting fixed income securities for the Portfolio, BlackRock established duration targets based on economic and monetary factors affecting interest rates and bond market returns, and also allocated the Portfolio’s fixed income investments among bond market sectors based upon its evaluation of the relative price and yield attractiveness of the various bond market sectors. Similarly, Wellington sets interest rate duration and sector allocation strategy guidelines to determine the fixed income securities in which the Portfolio will invest. Wellington, just like BlackRock prior to the subadviser change, targets a duration within 1.5 years of the average duration of the Barclays U.S. Aggregate Bond Index.

With respect to the equity securities portion of the Portfolio, following the subadviser change, the Portfolio continues to invest primarily in the equity securities of large cap companies. However, there have been some changes to the Portfolio’s principal investment strategies as a result of the subadviser change. Under BlackRock’s management, the equity portion of the Portfolio invested primarily in equity securities, including both common stocks and preferred stocks, of large cap companies located in the United States. Following the subadviser change, the equity portion of the Portfolio invests primarily in equity securities of U.S. companies and, to a lesser extent, foreign companies. Equity securities include common stocks, preferred stocks, securities convertible into common or preferred stocks, American Depositary Receipts, rights, and warrants. Under Wellington’s management, the Portfolio has the ability to invest up to 15% of its total net assets allocated to equity securities in securities of foreign issuers and non-dollar denominated securities. Additionally, BlackRock’s investment process differed from the one used by Wellington with respect to managing the equity portion of the Portfolio. BlackRock used an investment approach that blended growth and value investing. BlackRock also used quantitative and fundamental analyses in selecting securities for the Portfolio. While Wellington’s investment approach also takes into account growth and value characteristics, its investment process only utilizes fundamental analysis in evaluating securities for purchase or sale.

BlackRock used the Russell 1000^® Index as the primary benchmark of the equity portion of the Portfolio. Under Wellington’s management, the S&P 500 Index replaced the Russell 1000^® Index as the primary benchmark of the equity portion of the Portfolio, and the Russell 1000^® Index became the secondary benchmark. These benchmark changes were made because the S&P 500 Index more precisely reflects the market in which the equity portion of the Portfolio invests.

Under Wellington’s management, the principal risks of the Portfolio have changed. Investment company and exchange-traded fund risk; forward commitment, when-issued and delayed delivery securities risk; and short sale and short position risk are no longer principal risks of the Portfolio. Credit default swap risk is now a principal risk of the Portfolio.

VI. Portfolio Transactions

Subject to the supervision of MetLife Advisers and the Trustees of the Trust, Wellington is responsible for decisions to buy and sell securities for the Portfolio’s account and for the placement of the Portfolio’s portfolio transactions and the negotiation of commissions paid on such transactions. Brokerage commissions are paid on transactions in equity securities traded on a securities exchange and on options. In underwritten offerings, securities are usually purchased at a fixed price, which includes an amount of compensation to the underwriter generally referred to as the underwriter’s concession or discount. Certain money market securities may be purchased directly from an issuer, in which case no commissions or discounts are paid. U.S. government securities are generally purchased from underwriters or dealers, although certain newly-issued U.S. government securities may be purchased directly from the U.S. Treasury or from the issuing agency or instrumentality.

Wellington is responsible for effecting portfolio transactions and will do so in a manner it deems fair and reasonable to the Portfolio and not according to any formula. It is Wellington’s policy to seek best execution when executing transactions on behalf of clients. Best execution consists of obtaining the most favorable result, considering the full range of services provided within the current parameters of the market. Best execution is not necessarily measured by the circumstances surrounding a single transaction but may be measured over time through multiple transactions.

In selecting broker-dealers to execute securities transactions, Wellington considers such criteria as whether a broker-dealer is able to execute a difficult or unique trade, the ability to provide anonymity and confidentiality, the breadth of the broker-dealer’s counterparty relationships, the likelihood of execution, the likelihood and timeliness of settlement, its use of automation, and its willingness to commit capital. Wellington also considers the value of research services provided by broker-dealers, as described below. Alternative execution services venues (such as electronic communications networks, crossing networks, direct market access, algorithmic trading, and program trading) are also utilized to seek best execution.

When more than one firm is believed to meet Wellington’s criteria for selecting broker-dealers, preference may be given to brokers that provide the Portfolio or Wellington with brokerage and research services within the meaning of Section 28(e) of the Exchange Act. In doing so, the Portfolio may pay higher commission rates than the lowest available when Wellington believes it is reasonable to do so in light of the value of the brokerage and research services provided by the broker effecting the transaction. Wellington may use the research to benefit the Portfolio or other accounts managed by Wellington.

The Board has approved a Statement of Directed Brokerage Policies and Procedures for the Trust pursuant to which the Trust may direct MetLife Advisers to cause Wellington to effect securities transactions through broker-dealers in a manner that would help to 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 the Management Agreement (“Directed Brokerage”). The Trustees will review the levels of Directed Brokerage for the Portfolio on a quarterly basis.

For the year ended December 31, 2013, the Portfolio paid $602,575 in brokerage commissions. No portion of the Portfolio’s brokerage commissions were paid to affiliated brokers during the year ended December 31, 2013.

VII. Portfolio’s Ownership Information

As of the Record Date, the total number of Class A, Class B, and Class E shares of the Portfolio outstanding were 60,021,591.656, 3,607,478.328, and 1,780,415.246, respectively.

Metropolitan Life Insurance Company, a New York life insurance company (“MetLife”), and its affiliates (individually an “Insurance Company” and collectively the “Insurance Companies”), are the record owners, through their separate accounts, of all of the Portfolio’s shares.

As of the Record Date, the officers and Trustees of the Trust as a group beneficially owned less than 1% of the shares of beneficial interest of the Portfolio. To the Trust’s knowledge, no person, as of the Record Date, was entitled to give voting instructions to an Insurance Company with respect to 5% or more of the Portfolio’s shares.

Exhibit 1

INVESTMENT SUBADVISORY AGREEMENT

AGREEMENT made this 3rd day of February, 2014 by and between Wellington Management Company, LLP, a Massachusetts limited liability company partnership (the “Subadviser”), and MetLife Advisers, LLC, a Delaware limited liability company (the “Adviser”).

WHEREAS, the Adviser serves as investment manager of Metropolitan Series Fund (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 an amended and restated advisory agreement dated April 30, 2012 (the “Management Agreement”); and

WHEREAS, the Trust is comprised of several separate investment portfolios, one of which is the WMC Balanced 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 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 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, Articles of Incorporation or Declaration of Trust, as applicable, and Bylaws (the Trust’s Articles of Incorporation or Declaration of Trust, as applicable, and Bylaws are collectively referred to herein as the “Charter Documents”), each as currently in effect, have been or will be delivered to the Subadviser. The Adviser agrees to notify the Subadviser of each change in the fundamental and non-fundamental investment policies and restrictions of the Portfolio and to provide to the Subadviser copies of all amendments and supplements to the Registration Statement and amendments to the Charter Documents. The Adviser will 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.

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:

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:

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, provided, that such Registration

Statement or Charter Documents, as applicable, have been provided to the Subadviser;

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 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, provided, that such instructions, policies and guidelines, as applicable, have been provided to the Subadviser; 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 publicly available interpretive opinions thereof of the staff of the Securities and Exchange Commission (“SEC”) (“SEC Positions”).

In furtherance of 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.

The Subadviser shall render such reports to the Trust’s Board of Trustees and the Adviser 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 Sections 15(a) and15(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 at their reasonable request.

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.

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.

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 the Trust 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.

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.

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 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 by Rule31a-2 under the 1940 Act.

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.

The Subadviser shall:

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’s asset management business; 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.

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.

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: (1) interest and taxes; (2) brokerage commissions and other costs in connection with the purchase or sale of securities or other financial instruments for the Portfolio; and (3) custodian fees and expenses.

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 the preparation and filing of Schedules 13D and 13G and Form 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; provided, however, that for Form 13F though the holdings of the Portfolio will be included they will not be identified as such.

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.

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 disclosed in Part 2 of the Form ADV 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 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. Notwithstanding the foregoing, the Subadviser may engage any of its affiliates to assist it with

providing its services under this Agreement, provided that the Subadviser will remain liable to the Adviser and the Portfolio at all times for the performance of its obligations under the Agreement, will remain responsible for the acts and omissions of such affiliates, and will be solely responsible for any fees owed to such affiliates. Such engagement shall not constitute an assignment as such term is defined under the 1940 Act.

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.

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.

5.Use of Names. The Subadviser hereby consents to the Portfolio being named the WMC Balanced Portfolio. The Adviser shall not use the name “WMC” 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 all 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 or a state securities commission; and, provided, further, that in no event shall such approval be unreasonably withheld.

The Adviser recognizes that from time to time directors, 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 “WMC” 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.

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 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.

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, until December 31, 2015, 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 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.

13.Notices. All notices hereunder shall be provided in writing, by facsimile or by e-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:		Metropolitan Series Fund One Financial Center Boston, Massachusetts 02111 Attn: Jeffrey L. Bernier jbernier@metlife.com (e-mail)

If to Adviser:		MetLife Advisers, LLC One Financial Center Boston, Massachusetts 02111 Attn: Jeffrey L. Bernier jbernier@metlife.com (e-mail)

If to Subadviser:		Wellington Management Company, LLP 280 Congress Street Boston, Massachusetts 02210 Fax No.: 1-617-578-1160

14.Information. The Adviser hereby acknowledges that it and the Trustees of the Trust have been provided with a copy of Part 2 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.

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


METLIFE ADVISERS, LLC

BY:		/S/ JEFFREY L. BERNIER
		Jeffrey L. Bernier Senior Vice President


WELLINGTON MANAGEMENT COMPANY, LLP

BY:		/S/ DAVID K. EIKENBERRY
		David K. Eikenberry
		Senior Vice President

SCHEDULE A

Percentage of average daily net assets of the Portfolio

assets allocated to the Subadviser by the Adviser

0.235% on the first $750 million

0.210% on assets over $750 million

Brighthouse Funds Trust II DEF 14CInformation statement