METROPOLITAN SERIES FUND, INC.

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934

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240.14a-12

METROPOLITAN SERIES FUND, INC.
------------------------------------
(Name of Registrant as Specified In Its Charter)

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METROPOLITAN SERIES FUND, INC.
501 Boylston Street, Boston, Massachusetts 02116

Dear Life Insurance Policy and Annuity Contract Owners:

The Metropolitan Series Fund, Inc. will hold a special meeting of
shareholders of the Alger Equity Growth Portfolio (the "Portfolio") on April
30, 2004 at 2:00 p.m. Eastern Time at the offices of MetLife Advisers, LLC, 501
Boylston Street, Boston, Massachusetts 02116. At the meeting, shareholders of
the Portfolio will be asked to consider and approve the proposed change in
subadviser for the Portfolio from Fred Alger Management, Inc. to State Street
Research & Management Company. A formal Notice of Special Meeting of
Shareholders appears on the next page, followed by the Proxy Statement. Please
review the enclosed Proxy Statement for a more detailed description of the
proposed change in subadviser for the Portfolio.

Although you are not a shareholder of the Portfolio, as an owner of a
variable life insurance or variable annuity contract issued by separate
accounts of the insurance companies in the MetLife enterprise (the "Insurance
Companies"), you have the right to instruct your Insurance Company how to vote
at the meeting. You may give voting instructions for the number of shares of
the Portfolio attributable to your life insurance policy or annuity contract as
of the record time of 4:00 p.m. Eastern Time on January 31, 2004.

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

Please take a few moments to review the details of the proposal. If you have
any questions regarding the proposal, please feel free to call the contact
number listed in the enclosed Proxy Statement. We urge you to vote at your
earliest convenience.

We appreciate your participation and prompt response in these matters and
thank you for your continued support.

Very truly yours,

/s/ Hugh McHaffie
Hugh C. McHaffie
President

March 26, 2004

METROPOLITAN SERIES FUND, INC.
Alger Equity Growth Portfolio

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
March 26, 2004

Notice is hereby given that a Special Meeting (the "Meeting") of
Shareholders of the Alger Equity Growth Portfolio (the "Portfolio") of
Metropolitan Series Fund, Inc. (the "Fund") will be held at 2 p.m. Eastern Time
on April 30, 2004, at the offices of MetLife Advisers, LLC (the "Manager"), 501
Boylston Street, Boston, Massachusetts 02116 for the following purposes:

1. To approve, with respect to the Portfolio, a new subadvisory agreement
between the Manager and State Street Research & Management Company.

2. To consider and act upon any other matters which may properly come
before the Meeting or any adjournment thereof.

Shareholders of record as of 4:00 p.m. Eastern Time on January 31, 2004 are
entitled to notice of and to vote at the Meeting and any adjourned session
thereof.

By order of the Board of Directors of the Fund,

Thomas M. Lenz, Secretary

March 26, 2004

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

METROPOLITAN SERIES FUND, INC.
Alger Equity Growth Portfolio
501 Boylston Street
Boston, Massachusetts 02116

PROXY STATEMENT

This Proxy Statement is being furnished in connection with the solicitation
of voting instructions by the Board of Directors (the "Board of Directors" or
the "Directors") of Metropolitan Series Fund, Inc. (the "Fund") for use at the
special meeting (the "Meeting") of shareholders (the "Shareholders") of the
Alger Equity Growth Portfolio (the "Portfolio"). The Meeting will be held at 2
p.m. Eastern Time on April 30, 2004, at the offices of MetLife Advisers, LLC,
501 Boylston Street, Boston, Massachusetts 02116. This Proxy Statement and its
enclosures are being mailed to Shareholders beginning on or about March 26,
2004. Shareholders of record as of 4:00 p.m. Eastern Time on January 31, 2004
(the "Record Time") are entitled to vote on the proposal, as set forth below.

I. The Proposal

As described below, this Proxy Statement relates to the proposal to approve
a new subadvisory agreement between the Fund's investment adviser, MetLife
Advisers, LLC (the "Manager"), and State Street Research & Management Company
("State Street Research") for the Portfolio (the "Proposal").

II. Introduction

The Fund, an open-end management investment company, is a Maryland
corporation that was formed in 1982. The Fund is a series-type company with 36
series or investment portfolios. The Portfolio is one of those investment
portfolios. The Manager acts as investment adviser to the Portfolio. Fred Alger
Management, Inc. ("Alger") acts as subadviser to the Portfolio pursuant to a
subadvisory agreement dated May 1, 2003 between Alger and the Manager (the
"Existing Subadvisory Agreement").

On February 5, 2004, the Directors approved, subject to shareholder
approval, a new subadvisory agreement (the "New Subadvisory Agreement") between
the Manager and State Street Research with respect to the Portfolio, such
agreement to take effect on May 1, 2004. In connection with their approval of
the appointment of State Street Research pursuant to the New

Subadvisory Agreement, the Directors approved the termination of the Existing
Subadvisory Agreement, to be effective May 1, 2004.

The Investment Company Act of 1940 (the "1940 Act") generally provides that
an investment adviser or subadviser to a mutual fund may act as such only
pursuant to a written contract which has been approved by a vote of the fund's
shareholders, as well as by a vote of a majority of the directors of the fund
who are not parties to such contract or interested persons of any party to such
contract. The Fund and the Manager have received from the Securities and
Exchange Commission (the "SEC") an exemption from the shareholder approval
voting requirement in certain circumstances (the "SEC Exemption"). Subject to
certain conditions, the SEC Exemption permits, among other things, the Manager
to enter into agreements with respect to a portfolio with new subadvisers that
are not affiliated persons of the Manager or the Fund without obtaining the
approval of that portfolio's shareholders. However, the SEC Exemption
specifically requires that in order to enter into a subadvisory agreement with
an affiliated person, as defined in Section 2(a)(3) of the 1940 Act, the Fund
must obtain shareholder approval, and the Directors, including a majority of
those Directors who are not interested persons of the Fund (the "Independent
Directors"), must make a separate finding that the change is in the best
interests of the affected portfolio and its shareholders and does not involve a
conflict of interest from which the Manager or the affiliated adviser will
derive an inappropriate advantage.

State Street Research is an affiliated person under Section 2(a)(3) of the
1940 Act. The Fund must, therefore, obtain shareholder approval before the
Manager and State Street Research may enter into the New Subadvisory Agreement.
The Directors have carefully considered the matter, made the aforementioned
finding, and concluded that it is appropriate for the Manager and State Street
Research to enter into the New Subadvisory Agreement. Accordingly, pursuant to
the Proposal, the Directors are proposing that the Shareholders approve the New
Subadvisory Agreement at the Meeting so that such agreement can become
effective pursuant to the 1940 Act.

III. The Agreements

Description of the Management Agreement

The Manager currently serves as investment adviser to the Portfolio pursuant
to an advisory agreement between the Manager and the Fund dated May 1, 2003
(the "Management Agreement"). The Directors approved

the renewal of the Management Agreement at a meeting held on August 5, 2003.
The Management Agreement was most recently approved by the Shareholders at a
meeting held on December 28, 1995, in connection with the replacement of the
Portfolio's previous management agreement with one with a higher management fee.

The Management Agreement provides that the Manager will, subject to its
rights to delegate such responsibilities to other parties, provide to the
Portfolio both portfolio management services and administrative services. Under
the Management Agreement, the Portfolio pays a management fee to the Manager at
the annual rate of 0.75% of the first $1 billion of the average daily net
assets of the Portfolio and 0.70% of the amount of such assets in excess of $1
billion. On February 5, 2004, the Directors approved a recommendation of the
Manager that the Management Agreement be amended and restated to provide that
the management fee payable to the Manager by the Portfolio thereunder be
reduced to the annual rate of 0.73% of the first $1 billion of the Portfolio's
average daily net assets and 0.65% of such assets in excess of $1 billion. If
Shareholders approve the Proposal, this reduction in the management fee will
take effect on May 1, 2004. Had the amended Management Agreement with the
reduced management fee been in effect during the fiscal year ended December 31,
2003, the management fee payable by the Portfolio would have been $3,730,630,
or 2.7% less than the $3,832,839 aggregate management fee that the Portfolio
actually paid the Manager during the fiscal year ended December 31, 2003.

The Fund has adopted a distribution and services plan under Rule 12b-1 under
the 1940 Act for the Portfolio's Class B and Class E shares. For the fiscal
year ended December 31, 2003, the Class B shares and Class E shares of the
Portfolio together paid aggregate fees of $36,915 to affiliates of the Manager
pursuant to the distribution and services plan.

Description of the Existing Subadvisory Agreement

Under the Existing Subadvisory Agreement, the Manager has delegated its
portfolio management responsibilities for the Portfolio to Alger. The Existing
Subadvisory Agreement requires Alger to manage, subject to the supervision of
the Manager, the investment and reinvestment of the assets of the Portfolio.
The Existing Subadvisory Agreement authorizes Alger to effect portfolio
transactions in its discretion and without prior consultation with the Manager.
The Existing Subadvisory Agreement also requires Alger to make periodic reports
to the Manager.

Under the Existing Subadvisory Agreement, the Manager pays a subadvisory fee
to Alger at the annual rate of 0.45% of the first $100 million of the average
daily net assets of the Portfolio, 0.40% of the next $400 million of such
assets, and 0.35% of the amount of such assets in excess of $500 million. Under
the Existing Subadvisory Agreement, for the fiscal year ended December 31,
2003, the Manager paid an aggregate subadvisory fee of $2,081,361 to Alger. For
the fiscal year ended December 31, 2003, the Portfolio paid aggregate
commissions of $2,265,957 to Fred Alger and Company, Inc., an affiliated broker
of Alger, which constituted 73.2% of the Portfolio's aggregate brokerage
commissions for the same period.

The Portfolio pays no fee to Alger under the Existing Subadvisory Agreement.
The Directors last approved the renewal of the Existing Subadvisory Agreement
at a meeting held on August 5, 2003. Shareholders approved the Manager's
ability to enter into subadvisory agreements pursuant to the SEC Exemption, as
described above, at a meeting held on October 15, 1999.

Description of the New Subadvisory Agreement

The New Subadvisory Agreement appears in Appendix A. The next several
paragraphs briefly summarize some important provisions of the New Subadvisory
Agreement, but for a complete understanding you should read Appendix A.

The New Subadvisory Agreement would require State Street Research to manage,
subject to the supervision of the Manager, the investment and reinvestment of
the assets of the Portfolio. The New Subadvisory Agreement would authorize
State Street Research to effect portfolio transactions in its discretion and
without prior consultation with the Manager. The New Subadvisory Agreement
would also require State Street Research to make periodic reports to the
Manager.

Under the New Subadvisory Agreement, the Manager would pay State Street
Research a subadvisory fee at the annual rate of 0.40% of the first $300
million of the average daily net assets of the Portfolio, 0.35% of the next
$700 million of such assets, and 0.30% of the amount of such assets in excess
of $1 billion.

The subadvisory fee that the Manager would pay to State Street Research
pursuant to the New Subadvisory Agreement would be less than the subadvisory
fee payable to Alger under the Existing Subadvisory Agreement.

However, since these fees are payable by the Manager and not by the Portfolio,
this fee reduction will not reduce the Portfolio's expenses. As noted above
under "Description of the Management Agreement," the Manager has agreed,
subject to Shareholder approval of the Proposal, to reduce the management fee
payable by the Portfolio.

The New Subadvisory Agreement provides that it will continue in effect until
May 1, 2005, and from year to year thereafter so long as such continuance is
specifically approved at least annually by (i) the Directors or by vote of a
majority of the outstanding voting securities of the Portfolio and (ii) vote of
a majority of the Directors who are not interested persons of the Fund, the
Manager or State Street Research, cast in person at a meeting called for the
purpose of voting on such approval.

The New Subadvisory Agreement provides that it may be terminated, without
the payment of any penalty, at any time on sixty days' written notice to State
Street Research either by vote of the Board of Directors or by vote of the
majority of the outstanding voting securities of the Portfolio. The New
Subadvisory Agreement may also be terminated, without the payment of any
penalty, by State Street Research on sixty days' written notice to the Manager
and the Fund, or, if approved by the Directors, by the Manager on sixty days'
written notice to State Street Research. The New Subadvisory Agreement provides
that it will terminate automatically in the event of its assignment or upon the
termination of the Management Agreement.

The New Subadvisory Agreement provides that it may be amended by mutual
consent of the Manager and State Street Research, provided that, if required by
law (as modified by any exemptions received by the Manager), such amendment
must also be approved by vote of a majority of the outstanding voting
securities of the Portfolio and by vote of a majority of the Directors who are
not interested persons of the Fund, the Manager or State Street Research, cast
in person at a meeting called for the purpose of voting on such approval.

The New Subadvisory Agreement provides that State Street Research and its
officers, partners, managing directors, employees, affiliates and agents (the
"Indemnified Parties") shall not be subject to any liability in connection with
the performance of services under the New Subadvisory Agreement in the absence
of willful misfeasance, bad faith or gross negligence in the performance of an
Indemnified Party's duties or by reason of reckless disregard by an Indemnified
Party of its obligations and duties under the New Subadvisory Agreement.
Furthermore, the Manager has

agreed to indemnify State Street Research for any loss (i) arising from
Shareholder claims that are not based upon the obligations of State Street
Research with respect to the Portfolio under the New Subadvisory Agreement or
(ii) resulting from any failure by the Manager to inform State Street Research
of certain changes in state insurance regulations or of the policies and
guidelines as established by the Manager or the Directors.

Comparison of Previous and New Subadvisory Agreements

The New Subadvisory Agreement is substantially similar to the Existing
Subadvisory Agreement, except that (1) references to Alger have been changed to
references to State Street Research; (2) the New Subadvisory Agreement provides
for a lower subadvisory fee schedule than did the Existing Subadvisory
Agreement; and (3) certain other minor differences. If the New Subadvisory
Agreement had been in effect during the fiscal year ended December 31, 2003,
the subadvisory fee payable by the Manager would have been $1,938,658, or 6.9%
less than the $2,081,361 that the Manager actually paid to Alger under the
Existing Subadvisory Agreement during the fiscal year ended December 31, 2003.

Basis for the Directors' Recommendation

The Directors determined at their February 5, 2004 meeting that it would be
in the best interests of the Portfolio and the Shareholders to change the
subadviser for the Portfolio from Alger to State Street Research, and thus
decided to recommend that Shareholders vote to approve the New Subadvisory
Agreement.

In coming to this recommendation, the Directors considered a wide range of
information of the type they regularly consider when determining whether to
continue the Fund's advisory or subadvisory agreements as in effect from year
to year. The Directors considered information about, among other things:

. State Street Research and its resources, policies, investment process and
personnel (including particularly those personnel with responsibilities
for providing services to the Portfolio);

. the terms of the New Subadvisory Agreement (including the reduction in
the subadvisory fee, as described previously);

. the scope and quality of the services that State Street Research could
provide to the Portfolio;

. the investment performance record of the Portfolio under Alger's
management and the investment performance of similar funds advised or
subadvised by other advisers;

. the subadvisory fee rates payable for the Portfolio and for similar funds
advised or subadvised by State Street Research, and payable by similar
funds managed by other advisers (Appendix B to this Proxy Statement
contains information regarding fee schedules for other funds advised or
subadvised by State Street Research that have investment objectives
similar to those of the Portfolio);

. the total expense ratios of the Portfolio and of similar funds managed by
other advisers;

. the practices of State Street Research and Alger regarding the selection
and compensation of brokers and dealers executing portfolio transactions
for the Portfolio, and the brokers' and dealers' provision of brokerage
and research services to the subadviser (see the section entitled
"Portfolio Transactions and Brokerage" below for more information about
these matters);

. compliance practices relating to Alger and State Street Research; and

. the Manager's recommendation that the management fee payable by the
Portfolio be reduced if the New Subadvisory Agreement is approved by the
Shareholders.

The Directors, including a majority of the Independent Directors, also
determined that the proposed change in subadviser for the Portfolio from Alger
to State Street Research would not involve a conflict of interest from which
the Manager or State Street Research would derive an inappropriate advantage.

In determining to approve the appointment of State Street Research as
subadviser to the Portfolio, the Directors considered numerous additional
factors that they considered relevant, including extensive information about
the Portfolio, State Street Research's management style and State Street
Research's proposed approach to managing the Portfolio, including information
about State Street Research's organizational structure, compliance procedures
and financial condition.

The Directors also took into account State Street Research's substantial
experience and reputation as a manager of equity and fixed income

investments, along with the prominence of the State Street Research name in the
marketplace for investment advice, as possible factors that might enhance the
marketability of the insurance products that invest in the Portfolio, and thus
lead to growth in the size of the Portfolio, although such growth cannot be
assured.

After carefully considering the information summarized above, the Directors
unanimously voted to approve, and to recommend that the Shareholders vote to
approve, the New Subadvisory Agreement.

In connection with the proposed change of subadviser, if Shareholders
approve the Proposal, the Portfolio's name will change from "Alger Equity
Growth Portfolio" to "State Street Research Large Cap Growth Portfolio,"
effective May 1, 2004.

Changes in Investment Style

The investment approach used by State Street Research in managing the
Portfolio is expected to be similar to the approach used by Alger. More
information regarding the management approach to be used by State Street
Research for the Portfolio is presented below.

Under State Street Research's management, the Portfolio would continue to
invest in growth stocks of issuers with large capitalizations. State Street
Research would seek to invest in fundamentally sound companies with strong
managements, superior earnings growth prospects, and attractive relative
valuations. State Street Research would emphasize fundamental research in
seeking to successfully identify and invest in these companies. State Street
Research's disciplined investment process would emphasize bottom-up stock
selection and risk management techniques.

At their meeting on February 5, 2004, in connection with the proposed
appointment of State Street Research as subadviser to the Portfolio, the
Directors approved a change in the Portfolio's investment objective from
"long-term capital appreciation" to "long-term growth of capital." In
connection with the proposed change in the name of the Portfolio to the "State
Street Research Large Cap Growth Portfolio," the Directors also approved a
change in the Portfolio's investment policy so that the Portfolio would
normally invest at least 80% of its net assets in a portfolio of large
capitalization stocks.

Shareholder Voting

The Directors unanimously recommend that the Shareholders vote to approve
the New Subadvisory Agreement.

The vote required to approve the New Subadvisory Agreement 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 the Portfolio outstanding as of the
Record Time are present or represented by proxy at the Meeting, or (ii) more
than 50% of the shares of the Portfolio outstanding as of the Record Time. If
the required vote is not obtained for the Portfolio, the Directors will
consider what other actions to take in the best interests of the Portfolio.

IV. Information About State Street Research

State Street Research's Operations

State Street Research has provided the following information regarding its
operations to the Fund.

State Street Research is a professional investment management firm that
provides services to investment companies, employee benefit plans, endowments,
foundations and other institutions and individuals. State Street Research has
provided investment advisory services since 1927. As of January 31, 2004, State
Street Research, together with its affiliate SSR Realty, had approximately
$49.2 billion in total assets under management. State Street Research, a
Delaware corporation, is a wholly-owned subsidiary of MetLife, Inc. MetLife,
Inc. owns 100% of the voting securities of State Street Research. State Street
Research's address is One Financial Center, Boston, Massachusetts 02111.
MetLife, Inc.'s address is One Madison Avenue, New York, New York 10010.

The mailing address of each director and executive officer of State Street
Research is One Financial Center, Boston, Massachusetts 02111. The directors
and principal executive officers of State Street Research and their principal
occupations are as follows:

Name Principal Occupation
---- --------------------

Richard S. Davis.......... Chairman of the Board, President and Chief
Executive Officer

John S. Lombardo.......... Managing Director, Chief Financial Officer and
Director

C. Kim Goodwin............ Managing Director and Chief Investment
Officer--Equity

Francis J. McNamara, III.. Managing Director, Secretary and General
Counsel

Mark A. Marinella......... Managing Director and Chief Investment
Officer--Fixed Income

Kevin N. Wilkins.......... Managing Director

Certain officers and an interested director of the Fund own interests in
MetLife Inc., which as described above is the ultimate parent company of State
Street Research. Such interests are not considered material.

Portfolio Transactions and Brokerage

State Street Research has provided the Fund with the following information
regarding portfolio transactions and brokerage for the Portfolio.

State Street Research's fundamental policy is to seek for its clients what
in its judgment will be the best overall execution of purchase or sale orders
and the most favorable net prices in securities transactions consistent with
its judgment as to the business qualifications of the various broker or dealer
firms with which State Street Research may do business. State Street Research
may not necessarily choose the broker offering the lowest available commission
rate. State Street Research makes decisions with respect to the market where
the transaction is to be completed, to the form of transaction (whether
principal or agency), and to the allocation of orders among brokers or dealers
in accordance with this policy. In selecting brokers or dealers to effect
portfolio transactions, State Street Research gives consideration to their
proven integrity and financial responsibility, their demonstrated execution
experience and capabilities both generally and

with respect to particular markets or securities, the competitiveness of their
commission rates in agency transactions (and their net prices in principal
transactions), their willingness to commit capital, and their clearance and
settlement capability.

When it appears that a number of firms could satisfy the required standards
in respect of a particular transaction, State Street Research may also give
consideration to services other than execution services which certain of such
firms have provided in the past or may provide in the future. Negotiated
commission rates and prices, however, are based upon State Street Research's
judgment of the rate which reflects the execution requirements of the
transaction without regard to whether the broker provides services in addition
to execution. Among such other services are the supplying of supplemental
investment research; general economic, political and business information;
analytical and statistical data; relevant market information, quotation
equipment and services; reports and information about specific companies,
industries and securities; purchase and sale recommendations for stocks and
bonds; portfolio strategy services; historical statistical information; market
data services providing information on specific issues and prices; financial
publications; proxy voting data and analysis services; technical analysis of
various aspects of the securities markets, including technical charts; computer
hardware used for brokerage and research purposes; computer software and
databases used for brokerage and research purposes; portfolio evaluation
services; and data relating to the relative performance of accounts.

Certain of the non-execution services provided by broker-dealers to State
Street Research may in turn be obtained by the broker-dealers from third
parties who are paid for such services by the broker-dealers.

State Street Research regularly reviews and evaluates the services furnished
by broker-dealers. State Street Research's investment management personnel
conduct internal surveys and use other methods to evaluate the quality of the
research and other services provided by various broker-dealer firms, and the
results of these efforts are made available to the relevant trading department
of State Street Research which uses this information as a consideration to the
extent described above in the selection of brokers and dealers to execute
portfolio transactions. State Street Research also subscribes to several
outside services, surveys and providers of statistical analysis to help it
measure the quality of execution that it receives from brokers and dealers with
respect to both fixed income and equity security transactions.

State Street Research may use some services furnished by broker-dealers for
research and investment decision-making purposes, and also for marketing,
administrative and other purposes. Under these circumstances, State Street
Research allocates the cost of the services to determine the portion which is
allocable to research or investment decision-making and the portion allocable
to other purposes. State Street Research only uses soft dollars to pay for the
portion properly allocable to research and investment decision-making purposes.
Some research and execution services may benefit State Street Research's
clients as a whole, while others may benefit a specific segment of such
clients. Not all such services will necessarily be used exclusively in
connection with the State Street Research accounts which pay the commissions to
the broker-dealer providing the services.

State Street Research has no fixed agreements or understandings with any
broker-dealer as to the amount of brokerage business which that firm may expect
to receive for services supplied to State Street Research or otherwise. State
Street Research may, however, have understandings with certain firms that in
order for such firms to be able to continuously supply certain services, they
need to receive an allocation of a specified amount of brokerage business.
State Street Research honors these understandings to the extent possible in
accordance with the policies set forth above.

It is not State Street Research's policy to intentionally pay a firm a
brokerage commission higher than that which another firm would charge for
handling the same transaction in recognition of services (other than execution
services) provided. However, State Street Research is aware that this is an
area where differences of opinion as to fact and circumstances may exist, and
in such circumstances, if any, State Street Research relies on the provisions
of Section 28(e) of the Securities Exchange Act of 1934.

V. Other Information

Information about Voting Instructions and the Conduct of the Meeting

Solicitation of Voting Instructions. Voting instructions will be solicited
primarily by mailing this Proxy Statement and its enclosures, but voting
instructions may also be solicited through further mailings, telephone calls,
personal interviews or e-mail by officers of the Fund or by its agents. In
addition, Alamo Direct Mail Services, Inc. has been engaged to assist in the
solicitation of proxies, at a total estimated cost of approximately $202,500.
The Manager will bear all costs of the Meeting, including the costs of
soliciting voting instructions.

Voting Process. The shares of the Portfolio are currently sold to
Metropolitan Life Insurance Company ("MetLife") and its insurance company
affiliates (collectively, the "Insurance Companies") as the record owners for
allocation to the corresponding investment divisions or sub-accounts of certain
of their separate accounts that are registered as investment companies with the
SEC. Most of the shares of the Portfolio are attributable to variable life
insurance or variable annuity contracts ("Contracts") issued by the Insurance
Companies. Other outstanding Portfolio shares are not attributable to
Contracts, because such shares are (a) held in a separate account that is not
registered as an investment company, or (b) held in the Insurance Company's
general account rather than in a separate account.

Record owners of the shares of the Portfolio as of the Record Time will be
entitled to vote and may cast one vote for each share held. A majority of the
shares of the Portfolio outstanding as of the Record Time, present in person or
represented by proxy, constitutes a quorum for the transaction of business by
the Shareholders at the Meeting.

In determining whether a quorum is present, the Fund will count shares
represented by proxies that reflect abstentions and "broker non-votes" 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 the Proposal. "Broker
non-votes" are shares held by brokers or nominees as to which (i) the broker or
nominee does not have discretionary voting power and (ii) the broker or nominee
has not received instructions from the beneficial owner or other person who is
entitled to instruct how the shares will be voted.

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

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

Portfolio shares held in an investment division attributable to Contracts
for which no timely instructions are received or that are not attributable to
Contracts will be represented at the Meeting by the record owners and voted in
the same proportion as the shares for which voting instructions are received
for all Contracts participating in that investment division. The Fund has been
advised that Portfolio shares held in the general account or unregistered
separate accounts of the Insurance Companies will be represented at the Meeting
by the record owners and voted in the same proportion as the aggregate of (i)
the shares for which voting instructions are received and (ii) the other shares
that are voted in proportion to such voting instructions.

If an enclosed voting instruction form is completed, executed and returned,
it may nevertheless be revoked at any time before the Meeting by a written
revocation or later voting instruction form.

Adjournments; Other Business. An adjournment of the Meeting requires the
affirmative vote of a majority of the total number of shares of the Portfolio
that are present in person or by proxy. The Meeting has been called to transact
any business that properly comes before it. The only business that management
of the Fund intends to present or knows that others will present is the
Proposal. 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 accordance with their judgment, unless the
Secretary of the Fund has previously received written contrary instructions
from the shareholder entitled to vote the shares.

Shareholder Proposals at Future Meetings. The Fund's Bylaws require an
annual meeting of shareholders only in years in which shareholder action is
needed on any one or more of the following: (1) the election of directors;

(2) approval of an investment advisory agreement; (3) ratification of the
selection of independent auditors; or (4) approval of a distribution agreement.
Shareholder proposals to be presented at any future meeting of the Shareholders
or the Fund must be received by the Fund in writing a reasonable amount of time
before the Fund solicits proxies for that meeting in order to be considered for
inclusion in the proxy materials for that meeting.

Information about the Manager

The Manager is a Delaware limited liability company. New England Life
Insurance Company ("New England") owns all of the voting interests in the
Manager. New England is a wholly owned subsidiary of MetLife, which in turn is
a wholly owned subsidiary of MetLife, Inc., a publicly traded company. The
members of the Manager include each insurance company the separate accounts of
which invest in registered investment companies to which the Manager serves as
investment adviser. The Chairman of the Board and President of the Manager is
Hugh C. McHaffie. Mr. McHaffie and John F. Guthrie, Jr. are the Manager's
directors. Mr. McHaffie is the Chairman of the Board, President and Chief
Executive Officer of the Fund, and his principal occupation is Senior Vice
President of MetLife. Mr. Guthrie is a Senior Vice President of the Fund, and
his principal occupation is Vice President of New England Financial. The
address of the Manager, New England, Mr. McHaffie and Mr. Guthrie is 501
Boylston Street, Boston, Massachusetts 02116. The address of MetLife is One
Madison Avenue, New York, New York 10010.

Information about the Fund

Copies of the annual report of the Fund for the fiscal year ended December
31, 2003 may be obtained without charge by calling 1-800-560-5001 or by writing
to the Fund at Metropolitan Life Insurance Company, Attn: MLFS Annuity, 1600
Division Road, West Warwick, Rhode Island 02893.

Ownership of Shares

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

Shares Outstanding as of Record Time
------------------------------------

Class A 28,599,300
Class B 4,952
Class E 2,076,431

All of the shares of the Portfolio are held of record by the Insurance
Companies for allocation to the corresponding investment divisions or
sub-accounts of certain of their separate accounts. Shares of the Portfolio are
not offered for direct purchase by the investing public.

The Insurance Companies have informed the Fund that as of the Record Time,
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 the
Portfolio. The Fund has been informed that the officers and Directors as a
group owned less than 1% of the outstanding shares of the Portfolio.

Because the Insurance Companies own 100% of the shares of the Fund, they may
be deemed to be in control (as that term is defined in the 1940 Act) of the
Fund.

Principal Underwriter

MetLife is the Fund's principal underwriter.

APPENDIX A

METROPOLITAN SERIES FUND, INC.

SUBADVISORY AGREEMENT
(State Street Research Large Cap Growth Portfolio)

This Subadvisory Agreement (this "Agreement") is entered into as of May 1,
2004 by and between MetLife Advisers, LLC, a Delaware limited liability company
(the "Manager"), and State Street Research & Management Company (the
"Subadviser").

WHEREAS, the Manager has entered into an Advisory Agreement dated May 1,
2003 (the "Advisory Agreement") with Metropolitan Series Fund, Inc. (the
"Fund"), pursuant to which the Manager provides portfolio management and
administrative services to the State Street Research Large Cap Growth Portfolio
of the Fund (the "Portfolio");

WHEREAS, the Advisory Agreement provides that the Manager may delegate any
or all of its portfolio management responsibilities under the Advisory
Agreement to one or more subadvisers;

WHEREAS, the Manager desires to retain the Subadviser to render portfolio
management services in the manner and on the terms set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth in this Agreement, the Manager and the Subadviser agree as follows:

1. Subadvisory Services.

a. The Subadviser shall, subject to the supervision of the Manager and
in cooperation with the Manager, as administrator, or with any other
administrator appointed by the Manager (the "Administrator"), manage the
investment and reinvestment of the assets of the Portfolio. The
Subadviser shall invest and reinvest the assets of the Portfolio in
conformity with (1) the investment objective, policies and restrictions
of the Portfolio set forth in the Fund's prospectus and statement of
additional information, as revised or supplemented from time to time,
relating to the Portfolio (the "Prospectus"), (2) any additional
policies or guidelines established by the Manager or by the Fund's
Directors that have

A-1

been furnished in writing to the Subadviser and (3) the provisions of
the Internal Revenue Code (the "Code") applicable to "regulated
investment companies" (as defined in Section 851 of the Code) and
"segregated asset accounts" (as defined in Section 817 of the Code), all
as from time to time in effect (collectively, the "Policies"), and with
all applicable provisions of law, including without limitation all
applicable provisions of the Investment Company Act of 1940 (the "1940
Act") the rules and regulations thereunder and the interpretive opinions
thereof of the staff of the Securities and Exchange Commission ("SEC")
("SEC Positions"); provided, however, that the Manager agrees to inform
the Subadviser of any and all applicable state insurance law
restrictions that operate to limit or restrict the investments the
Portfolio might otherwise make ("Insurance Restrictions"), and to inform
the Subadviser promptly of any changes in such Insurance Restrictions.
Subject to the foregoing, the Subadviser is authorized, in its
discretion and without prior consultation with the Manager, to buy,
sell, lend and otherwise trade in any stocks, bonds and other securities
and investment instruments on behalf of the Portfolio, without regard to
the length of time the securities have been held and the resulting rate
of portfolio turnover or any tax considerations; and the majority or the
whole of the Portfolio may be invested in such proportions of stocks,
bonds, other securities or investment instruments, or cash, as the
Subadviser shall determine. Notwithstanding the foregoing provisions of
this Section 1.a, however, the Subadviser shall, upon written
instructions from the Manager, effect such portfolio transactions for
the Portfolio as the Manager shall determine are necessary in order for
the Portfolio to comply with the Policies.

b. The Subadviser shall furnish the Manager and the Administrator
daily, weekly, monthly, quarterly and/or annual reports concerning
portfolio transactions and the investment performance of the Portfolio
in such form as may be mutually agreed upon, and agrees to review the
Portfolio and discuss the management of the Portfolio with
representatives or agents of the Manager, the Administrator or the Fund
at their reasonable request. The Subadviser shall permit all books and
records with respect to the Portfolio to be inspected and audited by the
Manager and the Administrator at all reasonable times during normal
business hours, upon reasonable notice. The Subadviser shall also
provide the Manager, the Administrator or the Fund with such other
information and reports as may reasonably be requested by

A-2

the Manager, the Administrator or the Fund from time to time, including
without limitation all material as reasonably may be requested by the
Directors of the Fund pursuant to Section 15(c) of the 1940 Act. The
Subadviser shall furnish the Manager (which may also provide it to the
Fund's Board of Directors) with copies of all material comments relevant
to the Portfolio received from the SEC following routine or special SEC
examinations or inspections.

c. The Subadviser shall provide to the Manager a copy of the
Subadviser's Form ADV as filed with the SEC and any amendments or
restatements thereof in the future and 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.

d. Unless the Manager gives the Subadviser written instructions to the
contrary, the Subadviser shall use its good faith judgment in a manner
which it reasonably believes best serves the interest of the Portfolio'
shareholders to vote or abstain from voting all proxies solicited by or
with respect to the issuers of securities in which assets of the
Portfolio are invested.

2. Obligations of the Manager.

a. The Manager shall provide (or cause the Fund's custodian to provide)
information to the Subadviser in a timely manner regarding such matters
as the composition of assets in the Portfolio, cash requirements and
cash available for investment in the Portfolio, and all other
information as may be reasonably necessary for the Subadviser to perform
its responsibilities hereunder.

b. The Manager has furnished the Subadviser a copy of the Prospectus
and agrees during the continuance of this Agreement to furnish the
Subadviser copies of any revisions or supplements thereto at, or, if
practicable, before the time the revisions or supplements become
effective. The Manager agrees to furnish the Subadviser with relevant
sections of minutes of meetings of the Directors of the Fund applicable
to the Portfolio to the extent they may affect the duties of the
Subadviser, and with copies of any financial statements or reports of
the Fund with respect to the Portfolio to its shareholders, and any
further materials or information which the Subadviser may reasonably
request to enable it to perform its functions under this Agreement,
including, but not limited to, timely information relating to any
Insurance Restrictions.

A-3

3. Custodian. The Manager shall provide the Subadviser with a copy of the
Portfolio's agreement with the custodian designated to hold the assets
of the Portfolio (the "Custodian") and any modifications thereto (the
"Custody Agreement"). The assets of the Portfolio shall be maintained in
the custody of the Custodian identified in, and in accordance with the
terms and conditions of, the Custody Agreement (or any sub-custodian
properly appointed as provided in the Custody Agreement). The Subadviser
shall provide timely instructions directly to the Fund's custodian, in
the manner and form as required by the Fund's Custody Agreement
(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.

4. Expenses. Except for expenses specifically assumed or agreed to be paid
by the Subadviser pursuant hereto, the Subadviser shall not be liable
for any expenses of the Manager or the Fund including, without
limitation, (a) interest and taxes, (b) brokerage commissions and other
costs in connection with the purchase or sale of securities or other
investment instruments with respect to the Portfolio, and (c) custodian
fees and expenses. The Subadviser will pay its own expenses incurred in
furnishing the services to be provided by it pursuant to this Agreement.

5. Purchase and Sale of Assets. Absent instructions from the Manager to
the contrary, the Subadviser shall place all orders for the purchase and
sale of securities for the Portfolio with brokers or dealers selected by
the Subadviser, which may include brokers or dealers affiliated with the
Subadviser, provided such orders comply with Rule 17e-1 (or any
successor or other relevant regulations) under the 1940 Act in all
respects. To the extent consistent with applicable law and then-current
SEC positions, purchase or sell orders for the Portfolio may be
aggregated with contemporaneous purchase or sell orders of other clients
of the Subadviser. The Subadviser shall use its best efforts to obtain
execution of transactions for the Portfolio at prices which are
advantageous to the Portfolio and at commission rates that are
reasonable in relation to the benefits received. However, the Subadviser
may select brokers or dealers on the basis that they provide brokerage,
research or other services or products to the Portfolio and/or other
accounts serviced by the Subadviser. Not all such services or

A-4

products need to be used by the Subadviser in managing the Portfolio.

6. Compensation of the Subadviser. As full compensation for all services
rendered, facilities furnished and expenses borne by the Subadviser
hereunder, the Manager shall pay the Subadviser compensation at the
annual rate of 0.40% of the first $300 million of the average daily net
assets of the Portfolio during the Portfolio's then-current fiscal year,
0.35% of the next $700 million of such assets and 0.30% of such assets
in excess of $1 billion. Such compensation shall be payable monthly in
arrears or at such other intervals, not less frequently than quarterly,
as the Manager is paid by the Portfolio pursuant to the Advisory
Agreement. If the Subadviser shall serve for less than the whole of any
month or other agreed-upon interval, the foregoing compensation shall be
prorated. The Manager may from time to time waive the compensation it is
entitled to receive from the Fund; however, any such waiver will have no
effect on the Manager's obligation to pay the Subadviser the
compensation provided for herein.

7. Non-Exclusivity. The Manager agrees that the services of the Subadviser
are not to be deemed exclusive and that the Subadviser and its
affiliates are free to act as investment manager and provide other
services to various investment companies and other managed accounts,
except as the Subadviser and the Manager or the Administrator may
otherwise agree from time to time in writing before or after the date
hereof. This Agreement shall not in any way limit or restrict the
Subadviser or any of its directors, officers, employees or agents from
buying, selling or trading any securities or other investment
instruments for its or their own account or for the account of others
for whom it or they may be acting, provided that such activities do not
adversely affect or otherwise impair the performance by the Subadviser
of its duties and obligations under this Agreement. The Manager
recognizes and agrees that the Subadviser may provide advice to or take
action with respect to other clients, which advice or action, including
the timing and nature of such action, may differ from or be identical to
advice given or action taken with respect to the Portfolio. The
Subadviser shall for all purposes hereof be deemed to be an independent
contractor and shall, unless otherwise provided or authorized, have no
authority to act for or represent the Fund or the Manager in any way or
otherwise be deemed an agent of the Fund or the Manager

A-5

except in connection with the investment management services provided by
the Subadviser hereunder.

8. Liability and Indemnification. Except as may otherwise be provided by
the 1940 Act or other federal securities laws, neither the Subadviser
nor any of its officers, partners, managing directors, employees,
affiliates or agents (the "Indemnified Parties") shall be subject to any
liability to the Manager, the Fund, the Portfolio or any shareholder of
the Portfolio for any error of judgment, or any loss arising out of any
investment or other act or omission in the course of, connected with, or
arising out of any service to be rendered under this Agreement, except
by reason of willful misfeasance, bad faith or gross negligence in the
performance of any Indemnified Party's duties or by reason of reckless
disregard by any Indemnified Party of its obligations and duties. The
Manager shall hold harmless and indemnify the Subadviser for any loss,
liability, cost, damage or expense (including reasonable attorneys fees
and costs) arising (i) from any claim or demand by any past or present
shareholder of the Portfolio that is not based upon the obligations of
the Subadviser with respect to the Portfolio under this Agreement or
(ii) resulting from the failure of the Manager to inform the Subadviser
of any applicable Insurance Restrictions or any changes therein or of
any policies and guidelines as established by the Manager or the
Directors. The Subadviser agrees to indemnify the Manager for any loss,
liability, cost, damage or expense (including reasonable attorney's
fees) resulting from a material misstatement or omission in the
Portfolio's Prospectus with respect to disclosure of the Portfolio's
investment objectives, policies and risks. The Manager acknowledges and
agrees that the Subadviser makes no representation or warranty, express
or implied, that any level of performance or investment results will be
achieved by the Portfolio or that the Portfolio will perform comparably
with any standard or index, including other clients of the Subadviser,
whether public or private.

9. Effective Date and Termination. This Agreement shall become effective
as of the date of its execution, and

a. unless otherwise terminated, this Agreement shall continue in effect
until May 1, 2005, and from year to year thereafter so long as such
continuance is specifically approved at least annually (i) by the Board
of Directors of the Fund or by vote of a majority of the

A-6

outstanding voting securities of the Portfolio, and (ii) by vote of a
majority of the Directors of the Fund who are not interested persons of
the Fund, the Manager or the Subadviser, cast in person at a meeting
called for the purpose of voting on such approval;

b. this Agreement may at any time be terminated on sixty days' written
notice to the Subadviser either by vote of the Board of Directors of the
Fund or by vote of a majority of the outstanding voting securities of
the Portfolio;

c. this Agreement shall automatically terminate in the event of its
assignment or upon the termination of the Advisory Agreement;

d. this Agreement may be terminated by the Subadviser on sixty days'
written notice to the Manager and the Fund, or, if approved by the Board
of Directors of the Fund, by the Manager on sixty days' written notice
to the Subadviser; and

Termination of this Agreement pursuant to this Section 9 shall be
without the payment of any penalty. In the event of termination of this
Agreement, all compensation due to the Subadviser through the date of
termination will be calculated on a pro rata basis through the date of
termination and paid on the first business day after the next succeeding
month end.

10. Amendment. This Agreement may be amended at any time by mutual consent
of the Manager and the Subadviser, provided that, if required by law (as
may be modified by any exemptions received by the Manager), such
amendment shall also have been approved by vote of a majority of the
outstanding voting securities of the Portfolio and by vote of a majority
of the Directors of the Fund who are not interested persons of the Fund,
the Manager or the Subadviser, cast in person at a meeting called for
the purpose of voting on such approval.

11. Certain Definitions. For the purpose of this Agreement, the terms "vote
of a majority of the outstanding voting securities," "interested
person," "affiliated person" and "assignment" shall have their
respective meanings defined in the 1940 Act, subject, however, to such
exemptions as may be granted by the SEC under the 1940 Act.

12. General.

a. The Subadviser may perform its services through any employee,
officer or agent of the Subadviser, and the Manager shall not be

A-7

entitled to the advice, recommendation or judgment of any specific
person; provided, however, that the persons identified in the Prospectus
of the Portfolio shall perform the portfolio management duties described
therein until the Subadviser notifies the Manager that one or more other
employees, officers or agents of the Subadviser, identified in such
notice, shall assume such duties as of a specific date. The Subadviser
shall use commercially reasonable efforts to inform the Manager of any
such events enough time prior to the event taking effect such that
allows the Manager sufficient time to prepare and file any necessary
supplement to the Prospectus.

b. If any term or provision of this Agreement or the application
thereof to any person or circumstances is held to be invalid or
unenforceable to any extent, the remainder of this Agreement or the
application of such provision to other persons or circumstances shall
not be affected thereby and shall be enforced to the fullest extent
permitted by law.

c. This Agreement shall be governed by and interpreted in accordance
with the laws of the Commonwealth of Massachusetts.

13. Use of Name.

It is understood that the phrase "State Street Research" and any logos
associated with that name are the valuable property of the Subadviser,
and that the Fund has the right to include such phrases as a part of the
names of its series or for any other purpose only so long as this
Agreement shall continue. Upon termination of this Agreement the Fund
shall forthwith cease to use such phrases and logos.

A-8

METLIFE ADVISERS, LLC

By: _______________________________________________________

John F. Guthrie, Jr.
Name: _____________________________________________________

Senior Vice President
Title: ____________________________________________________

STATE STREET RESEARCH & MANAGEMENT COMPANY

By: _______________________________________________________

Kevin N. Wilkins
Name: _____________________________________________________

Managing Director
Title: ____________________________________________________

A-9

APPENDIX B

Certain Other Mutual Funds Advised by State Street Research

State Street Research acts as investment adviser or subadviser to the
following other mutual funds that have investment objectives similar to the
Portfolio, for compensation at the annual percentage rates of the corresponding
average net asset levels of those funds set forth below.

Net Assets of
Other Funds at Relationship to
Other Fund(s) with December 31, Other Fund
Similar Objectives 2003 Fee Rate (Adviser or Subadviser)
------------------ -------------- --------------------------- -----------------------

State Street Research
Institutional Large Cap
Growth Fund(1)......... $ 3,993,000 0.45% of average net assets Adviser

Activa Growth Fund...... 0.50% on first $25,000,000
$ 30,185,000 of assets Subadviser
0.45% on next $25,000,000
of assets
0.40% on assets over
$50,000,000

State Street Research
Legacy Fund(2)......... $350,313,000 0.65% of average net assets Adviser

State Street Research
Exchange Fund(2)....... $310,167,000 0.50% of average net assets Adviser

- --------
(1) Although State Street Research has contractually agreed to waive a portion
of the management fees and bear or reimburse certain other expenses of the
Institutional Large Cap Growth Fund such that the annual expense limitation
for the fund (0.45%) will not be exceeded, State Street Research did not
waive or reimburse expenses for the fund during the last fiscal year.
(2) The Legacy Fund and the Exchange Fund's expenses are currently reduced
through an expense offset arrangement with the funds' transfer agent,
whereby credits realized as a result of uninvested cash balances were used
to reduce a portion of the funds' expenses.

B-1

VOTING INSTRUCTION CARD VOTING INSTRUCTION CARD

METROPOLITAN SERIES FUND, INC.
Alger Equity Growth Portfolio

VOTING INSTRUCTION FORM FOR THE
Special Meeting of Shareholders ("the Meeting")
April 30, 2004, 2:00 p.m. Eastern Time

The undersigned hereby instructs Metropolitan Life Insurance Company
("MetLife") to vote the shares of the Alger Equity Growth Portfolio (the
"Portfolio") as to which the undersigned is entitled to give instructions at the
Special Meeting of Shareholders of the Portfolio (the "Meeting") to be held at
the offices of MetLife Advisers, LLC, 501 Boylston Street, Boston, Massachusetts
02116, at 2:00 p.m. Eastern Time on Friday, April 30, 2004 and at any
adjournments thereof.

The Board of Directors of the Fund (the "Board") solicits your voting
instructions and recommends that you instruct MetLife to vote "FOR" the
Proposal.
MetLife will vote the appropriate number of Portfolio shares pursuant to the
instruction given.
If no instruction is set forth on a returned form as to the Proposal, MetLife
will vote "FOR" the Proposal.
MetLife is authorized to vote in its discretion upon such other business as may
properly come before the Meeting and any adjournment thereof.

VOTE VIA THE INTERNET: https://vote.proxy-direct.com
VOTE VIA THE TELEPHONE: 1-866-235-4258
____________________________________________________
999 9999 9999 999
____________________________________________________

Note: PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR ON
THIS CARD. When signing as attorney, executor,
administrator, trustee, guardian or as custodian for
a minor, please sign your name and give your full
title. If you are signing on behalf of a
corporation, please sign the full corporate name and
your name and indicate your title. If you are a
partner signing for a partnership, please sign the
partnership name, your name and indicate your title.
Joint owners should each sign these instructions.
Please sign, date and return.

-----------------------------------------------
Signature

-----------------------------------------------
Signature of joint owner, if any

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

THE BOARD SOLICITS YOUR VOTING INSTRUCTIONS AND RECOMMENDS THAT YOU INSTRUCT
METLIFE TO VOTE "FOR" THE PROPOSAL.

IF NO INSTRUCTION IS SET FORTH ON A RETURNED FORM AS TO THE PROPOSAL, METLIFE
WILL VOTE "FOR" THE PROPOSAL.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK. Example: [_]

FOR AGAINST ABSTAIN

1. To approve, with respect to the Portfolio, a [_] [_] [_]
new subadvisory agreement between MetLife
Advisers, LLC and State Street Research &
Management Company.

PLEASE MARK, SIGN, DATE AND RETURN THIS VOTING INSTRUCTION CARD USING THE
ENCLOSED ENVELOPE.

MFS_13985d