METROPOLITAN SERIES FUND INC, 497, 1998-11-06

METROPOLITAN SERIES FUND INC
497, 1998-11-06

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<PAGE>

PROSPECTUS

FOR

METROPOLITAN SERIES FUND, INC.

NOVEMBER 9, 1998

The investment option offered under this Prospectus by the Metropolitan Series
Fund, Inc. (the "Fund") is the MetLife Stock Index Portfolio.

A word about risk:

This Prospectus discusses the risks associated with an investment in the
Portfolio. An investment in Fund shares involves risk. You could lose money
you invest. Please note that shares are NOT: bank deposits or obligations,
federally insured or guaranteed, or endorsed by any bank or other financial
institution.

How to learn more:

Before investing, read the information in this Prospectus about the Fund. Keep
this Prospectus for future reference. For more information, request a copy of
the Statement of Additional Information ("SAI") dated November 9, 1998. We
have "incorporated" the SAI into this Prospectus. That means the SAI is
considered part of this Prospectus as though it were included in it. To
request a free copy of the SAI or to ask questions write or call:

Metropolitan Life Insurance Company
One Madison Avenue
New York, New York 10010
Attention: Retirement & Savings Center, Area 2H
Phone: (800) 553-4459

The Securities and Exchange Commission has a website (http://www.sec.gov)
which you may visit to get this Prospectus, the SAI, and other information. As
with all mutual fund shares, neither the Securities and Exchange Commission
nor any state securities authority have approved or disapproved these
securities, nor have they determined if this Prospectus is truthful or
complete. Any representation otherwise is a criminal offense.
<PAGE>

TABLE OF CONTENTS FOR THIS PROSPECTUS

<TABLE>
<CAPTION>
PAGE
IN THIS
SUBJECT PROSPECTUS
------- ----------
<S> <C>
Financial Highlights of the Portfolio............................. 3

Investment Program of the Portfolio............................... 4

Certain Investment Practices...................................... 5

Portfolio Turnover Rates.......................................... 7

Description of Some Investments, Techniques, and Risks............ 7

The Fund's Organization........................................... 9

Dividends, Distributions and Taxes................................ 10

Sale and Redemption of Shares..................................... 10
</TABLE>

GENERAL INFORMATION ABOUT THE FUND AND ITS PURPOSE

Metropolitan Series Fund, Inc. is an open-end management investment company
(or "mutual fund"). The Fund is a "series" type of mutual fund, which issues
separate classes (or series) of stock. Each class or series represents an
interest in a separate portfolio of Fund investments ("Portfolio"). The Fund
issues and redeems its shares at net asset value without a sales load.

The Fund offers its shares to Metropolitan Life Insurance Company
("MetLife(R)") and its affiliated insurance companies ("Insurance Companies"),
including Metropolitan Tower Life Insurance Company ("Metropolitan Tower"). The
Insurance Companies hold the Fund's shares in separate accounts that they use
to support variable life insurance policies and variable annuity contracts
(together, the "Contracts"). Not all of the Portfolios of the Fund are
available to each of these separate accounts. An Insurance Company holding Fund
shares for a separate account has different rights from those of the owner of a
Contract. The terms "shareholder" or "shareholders" in this Prospectus refer to
the Insurance Companies, and not to any Contract owner.

Within limitations described in the appropriate Contract, owners may allocate
the amounts under the Contracts for ultimate investment in the MetLife Stock
Index Portfolio. See the prospectus which accompanies this Prospectus (or which
has been provided to you previously) for a description of (a) the appropriate
Contract and (b) the relationship between increases or decreases in the net
asset value of Fund shares (and any dividends and distributions on such shares)
and the benefits provided under that Contract.

It is conceivable that in the future it may be disadvantageous for different
types of variable life insurance and variable annuity separate accounts to
invest simultaneously in the Fund. However, the Fund, Metropolitan Tower and
MetLife do not currently foresee any such disadvantages. The Fund's Board of
Directors intends to monitor for the existence of any material irreconcilable
conflict between or among such owners, and the Insurance Companies will take
whatever remedial action may be necessary.

2
<PAGE>

FINANCIAL HIGHLIGHTS

The table below* (except for June 30, 1998) has been audited by Deloitte
& Touche LLP, independent auditors, as stated in their report appearing with the
full financial statements and notes thereto in the Statement of Additional
Information or as previously stated in earlier reports. For further information
about the performance of the Portfolios, see the Fund's June 30, 1998 Management
Discussion and Analysis which is incorporated by reference into the Statement of
Additional Information under the caption "Financial Statements".

MetLife Stock Index Portfolio
---------------------------------------------------------------------------------------------
For the Six
Months Ended
June 30,
(unaudited) For the Year Ended December 31,
SELECTED DATA FOR A SHARE OF CAPITAL ---------------------------------------------------------------------------------------------
STOCK OUTSTANDING THROUGHOUT PERIOD: 1998 1997 1996 1995 1994 1993 1992 1991 1990/A/
------ ------ ------ ------ ------ ------ ------ ------ -------
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE: Beginning of period. $28.78 $22.23 $18.56 $13.87 $14.25 $13.27 $12.76 $9.96 $10.00
- ------------------------------------------------------------------------------------------------------------------------------------
Investment Operations:
- ----------------------
Net investment income............... 0.18 0.34 0.33 0.32 0.33 0.35 0.36 0.35 0.23
Net realized and unrealized
gain/(loss)....................... 4.83 6.79 3.88 4.79 (0.17) 0.98 0.60 2.82 (0.05)
---------- ---------- ---------- -------- -------- -------- -------- ------- -------
Total From Investment Operations 5.01 7.13 4.21 5.11 0.16 1.33 0.96 3.17 10.18
---------- ---------- ---------- -------- -------- -------- -------- ------- -------
Less Distributions:
- -------------------
Dividends from net investment income -- (0.34) (0.33) (0.32) (0.32) (0.35) (0.26) (0.37) (0.22)
Distributions from net realized
capital gains..................... (0.03) (0.24) (0.21) (0.10) (0.22) -- (0.19) -- --
---------- ---------- ---------- -------- -------- -------- -------- ------- -------
Total Distributions............. (0.03) (0.58) (0.54) (0.42) (0.54) (0.35) (0.45) (0.37) (0.22)
---------- ---------- ---------- -------- -------- -------- -------- ------- -------
- ------------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE: End of period....... $33.76 $28.78 $22.23 $18.56 $13.87 $14.25 $13.27 $12.76 $9.96
- ------------------------------------------------------------------------------------------------------------------------------------
Total Return (1).................... 17.42% 32.19% 22.66% 36.87% 1.18% 9.54% 7.44% 29.76% 1.95%
Net assets at end of period (000's). $2,703,826 $2,020,480 $1,122,297 $635,823 $363,001 $282,700 $144,692 $54,183 $6,956

Supplemental Data/Significant Ratios:
- -------------------------------------
Operating expenses to average net
assets............................ 0.29% 0.33% 0.30% 0.32% 0.33% 0.32% 0.25% 0.24% 0.25%
Net investment income to average
net assets........................ 1.21% 1.47% 1.91% 2.22% 2.51% 2.51% 2.74% 2.98% 4.12%
Portfolio turnover (2).............. 8.29% 10.69% 11.48% 6.35% 6.66% 13.99% 17.54% 1.18% 3.50%
-----------------------
</TABLE>

Notes:
Total return information shown in the Financial Highlights tables does not
reflect expenses that apply at the separate account level or to related
insurance products. Inclusion of these charges would reduce the total return
figures for all periods shown.

* Ratios have been determined based on annualized operating results for the
period. Twelve months result may be different for those periods less than a
year.

(1) For the eight months ended August 31, 1998 total returns are as follows:

Total Return
------------
MetLife Stock Index Portfolio.................. (0.59)%

(2) The lesser of purchases or sales of portfolio securities for a period,
divided by the monthly average of the market value of portfolio securities
owned during the period. Securities with a maturity or expiration date at
the time of acquisition of one year or less are excluded from the
calculation. Purchases and sales of securities (excluding short-term
securities) for the six months ended June 30, 1998 are as follows:
<TABLE>
<CAPTION>
Purchases Sales of securities
--------- -------------------
<S> <C> <C>
MetLife Stock Index Portfolio . . . . . . . . . . . . . . . . . . . . 524,492,805 196,816,254
</TABLE>

/A/ For the period May 1, 1990 to December 31, 1990

See notes to Financial Statements.

<PAGE>

INVESTMENTS IN THE PORTFOLIO

ABOUT THE PORTFOLIO:

Since investment involves both opportunities for gain and risks of loss, we
cannot give you assurance that the Portfolio will achieve its objectives. You
should carefully review the objective and policies of the Portfolio and
consider your ability to assume the risks involved before allocating payments
to the Portfolio.

While certain of the investment techniques, instruments and risks associated
with the Portfolio are referred to in the discussion that follows, additional
information on these subjects appears further below under "Certain Investment
Practices" and "Description of Some Investments, Techniques and Risks."
However, these discussions do not list every type of investment, technique, or
risk to which the Portfolio may be exposed. Further, the Portfolio may change
its investment practices at any time without notice, except for those policies
that this Prospectus or the SAI specifically identify as requiring a
shareholder vote to change. Unless otherwise indicated, all percentage
limitations as well as characterization of a company's capitalization are
evaluated as of the date of purchase of the security.

MetLife is the investment manager for the MetLife Stock Index Portfolio.
(MetLife also performs general administrative and management services for the
Fund.) More information about MetLife appears under "MetLife" below.

Generally, an index Portfolio seeks to equal the return of the applicable
index. To the extent the rules for compiling an index, or the securities in an
index, change, the Portfolio investments may also change.

The Portfolio may diversify differently by industry, country, currency and/or
asset sector, as applicable, than the actual index. In addition to securities
of the type contained in its index, the Portfolio may also invest in securities
index, futures contracts and related options, warrants and convertible
securities to simulate full investment in the index while retaining liquidity,
to facilitate trading, to reduce transaction costs or to seek higher return
when these derivatives are priced more attractively than the underlying
security. Also, since the Portfolio attempts to keep transaction costs low,
MetLife generally will rebalance a Portfolio only if it deviates from the index
by a certain percent, depending on the company, industry, and country, as
applicable.

In addition, transaction costs, other Portfolio or Fund expenses, brief delays
that occur until a Portfolio can invest cash that it receives, and other
tracking error may result in a Portfolio's return being lower than the return
of the index.

MetLife monitors the tracking performance of the Portfolio through examination
of the correlation coefficient. A perfect correlation would produce a
coefficient of 1.00. The Portfolio will attempt to maintain a target
correlation coefficient of at least .95.

The McGraw Hill Companies, Inc. sponsor the Standard & Poor's 500 Composite
Stock Price Index (referred to as "index sponsor"). The index sponsor has no
responsibility for and does not participate in the management of the Portfolio
assets or sale of the Portfolio shares. An index and its associated trademarks
and service marks are the exclusive property of the index sponsor. The
Metropolitan Series Fund, Inc. Statement of Additional Information contains a
more detailed description of the limited relationship the index sponsor has
with MetLife and the Fund.

The METLIFE STOCK INDEX PORTFOLIO seeks to equal the performance of the
Standard & Poor's 500 Composite Stock Price Index ("S&P 500 Index").

The Portfolio will normally invest most of its assets in common stocks included
in the S&P 500 Index. The S&P 500 Index consists of 500 common stocks, most of
which are listed on the New York Stock Exchange. The stocks included in the S&P
500 Index are issued by companies among those whose outstanding stock have the
largest aggregate market value, although stocks that are not among the 500
largest are included in the S&P 500 Index for diversification purposes.

4
<PAGE>

CERTAIN INVESTMENT PRACTICES

The Table that follows sets forth the investment practices in which the
Portfolio may engage. These practices will not be the primary activity of the
Portfolio, however, except as noted in the above textual information about the
Portfolio. The following Portfolio number is used in the table:

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
PERCENTAGE LIMIT PER PORTFOLIO
ITEM INVESTMENT PRACTICE ON ASSETS/1/
- ---------------------------------------------------------------------------------------------------
<S> <C> <C>
1 Sell covered call options on securities and stock None
indices as a hedge against or to minimize
anticipated loss in value.
- ---------------------------------------------------------------------------------------------------
2 Purchase put options on securities and indices that None
correlate with a Portfolio's securities for
defensive purposes in order to protect against
anticipated declines in values.
- ---------------------------------------------------------------------------------------------------
3 Purchase call options that on securities and indices None
correlate with that Portfolio's securities.
- ---------------------------------------------------------------------------------------------------
4 Purchase and sell future contracts (on recognized Combined limit on the sum of the
futures exchanges) on equity securities or stock initial margin for futures and
indices as a hedge or to enhance return. options sold on futures, plus
premiums paid for unexpired options
on futures, is 5% of total assets
(excluding "in the money").
- ---------------------------------------------------------------------------------------------------
5 Sell covered call options on and purchase put and Same as Item 4
call options contracts on futures contracts (on
recognized futures exchanges) of the type and for
the same reasons the Portfolio is permitted to enter
futures contracts.
- ---------------------------------------------------------------------------------------------------
6 Enter into transactions to offset or close out any None
of the above.
- ---------------------------------------------------------------------------------------------------
7 Mortgage-related securities (except for IOs and POs) None
- ---------------------------------------------------------------------------------------------------
8 Invest in foreign securities. Not more than 10% of its total
assets in securities of foreign
issuers, except up to 25% of its
total assets may be invested in
securities: issued, assumed or
guaranteed by foreign governments or
their political subdivisions or
instrumentalities; assumed or
guaranteed by domestic issuers; or
issued, assumed or guaranteed by
foreign issuers with a class
securities listed on the New York
Stock Exchange.*
- ---------------------------------------------------------------------------------------------------
9 Lend Portfolio securities. 20% of total assets*
- ---------------------------------------------------------------------------------------------------
10 Invest in securities that are illiquid. 15% of total assets
- ---------------------------------------------------------------------------------------------------
11 Invest in other investment companies, which may 10% of total assets (except that
involve payment of duplicate fees. only 5% of total assets may be
invested in a single investment
company and no portfolio can
purchase more than 3% of the total
outstanding voting securities of any
one investment company or, together
with other investment companies
having the same investment adviser,
purchase more than 10% of the voting
stock of any "closed-end" investment
company).
- ---------------------------------------------------------------------------------------------------
12 Invest in securities issued by companies primarily 25% of total assets (provided that
engaged in any one industry. the following will be considered
separate industries: each type of
utility service; each type of oil or
oil-related company. Also, savings
loans are a separate industry from
finance companies.*) (The Fund will
disclose when more than 25% of a
Portfolio's total assets are
invested in four oil related
industries).
- ---------------------------------------------------------------------------------------------------
</TABLE>

5
<PAGE>

* Policy may be changed only by shareholder vote.

/1/ At time of investment, unless otherwise noted.

6
<PAGE>

PORTFOLIO TURNOVER RATES

The rate of portfolio turnover is the annual amount, expressed as a percentage,
of a Portfolio's securities that it replaces in one year. The portfolio
turnover rate will not be a limiting factor when it is deemed appropriate to
purchase or sell securities for the Portfolio. Portfolio turnover may vary from
year to year or within a year, depending upon economic, market or business
conditions and client contributions and withdrawals. To the extent that
brokerage commissions and transaction costs are incurred in buying and selling
portfolio securities, the rate of portfolio turnover could affect the
Portfolio's net asset value. The historical rates of portfolio turnover for the
Portfolio are set forth in the Financial Highlights.

DESCRIPTION OF SOME INVESTMENTS, TECHNIQUES, AND RISKS

To varying extents, the portfolio managers may use the following techniques and
investments in managing the Portfolio.

INVESTMENT STYLES

Index Portfolios attempt to equal the return of a particular index, which can
provide broad exposure to various market segments. Unlike actively managed
portfolios, they do not expect to use any defensive strategies and investors
bear the risk of adverse market conditions.

EQUITY SECURITIES

Equity securities include common stocks, preferred stocks, convertible
securities and warrants. Equity securities may offer a higher rate of return
than debt securities. However, the risks associated with investments in equity
securities may also be higher, because the investment performance of equity
securities depends upon factors which are difficult to predict. Equity security
values may fluctuate in response to the activities of an individual company or
in response to general market, interest rate, and/or economic conditions.
Historically, equity securities have provided greater long-term returns and
have entailed greater short-term risk than other securities choices. Depending
on their terms, however, preferred stock and convertible securities may have
investment and risk characteristics more closely resembling those of debt
securities than those of other equity securities.

Common stocks represent ownership in a company and participate in company
profits through dividend payments or capital appreciation after other claims
are satisfied. Common stock generally has the greatest potential for
appreciation and depreciation of all corporate securities (other than warrants)
since the share price reflects the company's earnings.

FOREIGN INVESTMENTS

Foreign securities include equity securities and debt securities of non-U.S.
domiciled issuers. A few of the many varieties of foreign investments are
described below.

EDRs and IDRs are receipts issued in Europe, generally by a non-U.S. bank or
trust company, that evidence ownership of non-U.S. securities.

GDRs are securities convertible into equity securities of foreign issuers.

Forward Foreign Currency Exchange Contracts obligate a Portfolio to purchase or
sell a specific currency on a specified date for a specified amount. They can
be used to hedge the currency risk relating to securities traded in or exposed
to a foreign currency. When used as a hedge, substitute or proxy currency can
also be used instead of the currency in which the investment is actually
denominated. This is known as proxy hedging. These contracts can also be used
to generate income or adjust a Portfolio's exposure to various currencies.

Synthetic Non-U.S. Money Market positions are created through the simultaneous
purchase of a U.S. dollar-denominated money market instrument and a forward
foreign currency exchange contract to deliver U.S. dollars for a foreign
currency. These are purchased instead of foreign currency denominated money
market securities because they can provide greater liquidity.

Foreign Securities Risk Considerations.

Although Portfolios that invest in foreign securities may reduce their overall
risk by providing further diversification, the Portfolios will be exposed to
the risks listed below. In addition, these risks may be heightened for
investments in developing countries:
. adverse effects from changing political, social or economic conditions,
diplomatic relations, taxation or investment regulations
. limitations on repatriation of assets
. expropriation
. costs associated with currency conversions

7
<PAGE>

. less publicly available information because foreign securities and issuers
are generally not subject to the reporting requirements of the SEC
. differences in financial evaluation because foreign issuers are not subject
to the domestic accounting, auditing and financial reporting standards and
practices
. lack of development or efficiency with respect to non-domestic securities
markets and brokerage practices (including higher, non-negotiable brokerage
costs)
. less liquidity (including due to delays in transaction settlement)
. more price volatility
. smaller options and futures markets, causing lack of liquidity for these
securities
. higher custodial and settlement costs
. change in net asset value of the Portfolio's shares on days when shareholders
will not be able to purchase or redeem Fund shares.

AMERICAN DEPOSITORY RECEIPTS ("ADRS")

ADRs are U.S. dollar-denominated certificates issued by a U.S. bank or trust
company which represent the right to receive securities of a foreign issuer
deposited in a domestic bank or foreign branch of a U.S. bank. ADRs are traded
on domestic exchanges or in the U.S. over-the-counter market and are registered
domestically. These factors eliminate certain risks associated with investing
in foreign securities.

U.S. DOLLAR-DENOMINATED MONEY MARKET SECURITIES OF FOREIGN ISSUERS

These securities may be registered domestically and traded on domestic
exchanges or in the U.S. over-the-counter market (e.g., Yankee securities). If
the securities are registered domestically, certain risk factors of investing
in foreign securities are eliminated. These securities may also be registered
abroad and traded exclusively in foreign markets (e.g., Eurodollar securities).

DERIVATIVE INSTRUMENTS

Futures contracts are agreements to buy or sell a security, or deliver a final
cash settlement price in connection with an index, interest rate, currency, or
other contracts not calling for physical delivery, for a set price in the
future. A Portfolio must post an amount equal to a portion of the total market
value of the futures contract as initial margin, which is returned when a
Portfolio's obligations under the contract have been satisfied. From time to
time thereafter, the Portfolio may have to post variation margin to maintain
this amount as the market value of the contract fluctuates.

Special skill is required in order to effectively use futures contracts. No
Portfolio will use futures contracts or options thereon for leveraging
purposes. Certain risks exist when a Portfolio uses futures contracts including
the:
. inability to close out or offset futures contract transactions at favorable
prices
. reduction of the Portfolio's income
. reduction in the value of the subject of the futures contract or of the
contract itself
. imperfect correlation between the value of the futures contract and the value
of the subject of the contract
. prices moving contrary to the portfolio manager's expectation

Call options give the purchaser the right to buy and obligate the seller to
sell an underlying security, currency, stock index (which is based on the
weighted average of the securities in the index), or futures contract at a
specified "exercise" price during the option period. There are certain risks to
a Portfolio that sells call options, including the inability to effect closing
transactions at favorable prices or to participate in the appreciation of the
subject of the call option above the exercise price. Purchasing call options
exposes a Portfolio to the risk of losing the entire premium it has paid for
the option.

Put options give the purchaser the right to sell and obligate the seller to
purchase an underlying security, currency, stock index (which is based on the
weighted average of the securities in the index) or futures contract at a
specified "exercise" price during the option period. There are certain risks to
a Portfolio that sells put options, including the inability to effect closing
transactions at favorable prices and the obligation to purchase the subject of
the put option at prices which may be greater than current market values or
exchange rates. Purchasing put options exposes a Portfolio to the risk of
losing the entire premium it has paid for the option if the option cannot be
exercised profitably.

Covered options involve a Portfolio's (a) segregating liquid assets with its
custodian that at all times at least equal the Portfolio's

8
<PAGE>

obligations under such options, (b) holding an appropriate offsetting option or
other derivative instrument, or, (c) in the case of a call option sold by the
Fund, owning the securities or other investments subject to the option.

SECURITIES LENDING

Securities lending involves lending some of a Portfolio's securities to
brokers, dealers and financial institutions. As collateral for the loan, the
Portfolio receives an amount that is at all times equal to at least 100% of the
current market value of the loaned securities. The Portfolio invests the
collateral in short-term high investment grade securities, or in a mutual fund
that invests in such securities. Securities lending can increase current income
for a Portfolio because the Portfolio continues to receive payments equal to
the interest and dividends on loaned securities. Also, the investment
experience of the cash collateral will inure to the Portfolio. Loans will not
have a term longer than 30 days and will be terminable at any time. As with any
extension of credit, securities lending exposes a Portfolio to some risks
including delay in recovery and loss of rights in the collateral if the
borrower fails financially.

THE FUND'S ORGANIZATION

The Fund's Directors review actions of the Fund's investment manager, sub-
investment managers and sub-sub-investment manager and decide upon matters of
general policy. The Fund's officers supervise the daily business operations of
the Fund. The Board of Directors and the Fund's officers are listed under
"Directors and Officers" in the SAI.

The Fund is a corporation that was formed in Maryland on November 23, 1982. The
Fund has 3 billion shares of authorized common stock at $0.01 par value per
share. The Board of Directors may classify and reclassify any authorized and
unissued shares. The Fund can issue additional classes of shares without
shareholder consent. The shares are presently divided into classes (or series),
including the Portfolio consisting of 200 million shares.

The Portfolio's issued and outstanding shares participate equally in dividends
and distributions declared by the Portfolio and receive a portion (divided
equally among the Portfolio's outstanding shares) of the Portfolio's assets
(less liabilities) if the Portfolio is liquidated or dissolved. Liabilities
which are not clearly assignable to the Portfolio are generally allocated among
the Portfolio in proportion to its relative net assets. In the unlikely event
that the Portfolio has liabilities in excess of its assets, the other
Portfolios of the Fund may be held responsible for the excess liabilities.

MetLife purchases shares of the Portfolio at their inception for its general
account. MetLife has sold some of those shares, but will not sell shares if the
sale would reduce the Fund's net worth below $100,000. MetLife paid all of the
organizational expenses of the Fund and will not be reimbursed.

METLIFE

MetLife is the Fund's investment manager and principal underwriter and
distributor. MetLife also manages its own investment assets and those of
certain affiliated companies and other entities. MetLife is a mutual life
insurance company which sells insurance policies and annuity contracts. On
December 31, 1997, it had total life insurance in force of approximately $1.7
trillion and total assets under management of approximately $330.3 billion.
MetLife is the parent of Metropolitan Tower.

INVESTMENT MANAGEMENT FEES

The Fund pays MetLife monthly for its investment management services based on
the following annual percentages of the average daily net assets of the
Portfolio:

<TABLE>
<CAPTION>
AVERAGE
DAILY NET % PER
PORTFOLIO ASSETS ANNUM
- --------- ---------- -----
<S> <C> <C>
MetLife Stock Index All assets .25%
</TABLE>

MetLife pays all the sub-investment managers for their services.

FUND EXPENSES

The Fund is responsible for paying its own expenses. However, MetLife has the
right, if it chooses, to pay all or part of the Fund's expenses or those of the
Portfolio. MetLife also has the right to stop these payments upon notice to the
Board of Directors and to Fund shareholders.

9
<PAGE>

SHAREHOLDER MEETINGS

Regular annual shareholder meetings are not required and the Fund does not
expect to have regular meetings. For certain purposes, the Fund is required to
have a shareholder meeting. Examples of the reasons a meeting might be held are
to: (1) approve certain agreements required by securities laws; (2) change
fundamental investment objectives and restrictions of the Portfolio; and (3)
fill vacancies on the Board of Directors when less than a majority have been
elected by shareholders. Also, if 10% or more of the outstanding shares request
a shareholders' meeting, then by a vote of two-thirds of the Fund's outstanding
shares (as of a designated record date) a director may be removed from office.
The Fund assists with all shareholder communications. Except as mentioned
above, directors will continue in office and may appoint directors for
vacancies.

VOTING

Each share has one vote and fractional shares have fractional votes. Votes for
the Portfolio is generally aggregated. When there is a difference of interests
between the Portfolios, votes are counted on a per Portfolio basis and not
totaled. Shares in a Portfolio not affected by a matter are not entitled to
vote on that matter. A Portfolio-by-Portfolio vote may occur, for example, when
there are proposed changes to a particular Portfolio's fundamental investment
policies or investment management agreement.

Owners of Contracts supported by separate accounts registered as unit
investment trusts under the Investment Company Act of 1940 have certain voting
interests in Fund shares. The Contract prospectus that accompanies this
Prospectus (or that has been provided to you previously) describes how Contract
owners can give voting instructions for Fund shares. Shares held by MetLife's
general account and in a separate account (not registered as a unit investment
trust) vote in the same proportion as shares held by the Insurance Companies in
their separate accounts registered as unit investment trusts.

DIVIDENDS, DISTRIBUTIONS AND TAXES

The Fund intends to qualify as a regulated investment company under the tax law
and, as such distributes substantially all of each Portfolio's ordinary net
income and capital gains each calendar year as a dividend to the separate
accounts funding the Contracts to avoid an excise tax on certain undistributed
amounts. The Fund expects to pay no income tax. Dividends are declared annually
and reinvested in additional full and partial shares of the Portfolio. The
Board of Directors may declare dividends at other times.

The Fund and the Portfolio will comply with diversification and other tax law
and rules that apply to investments under variable life insurance and annuity
contracts. Under these rules, shares of the Fund will generally only be
available through the purchase of a variable life insurance or annuity
contract. Income tax consequences to Contract owners who allocate premium to
Fund shares are discussed in the prospectus for the Contracts that accompanies
this Prospectus (or that has been provided to you previously).

SALE AND REDEMPTION OF SHARES

Shares are sold and redeemed at a price equal to the net asset value without
any sales charges. The Insurance Companies purchase or redeem shares of each
Portfolio, based on, among other things: (1) the amount of net Contract
premiums or purchase payments transferred to the separate accounts; (2)
transfers to or from separate account investment divisions; (3) policy loans;
(4) loan repayments; and (5) benefit payments to be effected on a given date
under the contracts. Generally, these purchases and redemptions are priced
using the Portfolio net asset value computed for the same date and time as are
used to price the corresponding contract transaction.

Each Portfolio's net asset value per share is calculated by taking its assets
(including dividends and interest received or accrued),
deducting its liabilities (including accrued expenses and dividends payable)
and dividing the result by the total number of the Portfolio's outstanding
shares. To determine the value of a Portfolio's assets, cash and receivables
are valued at their face amounts. Interest is recorded as accrued and dividends
are recorded on the ex-dividend date.

Securities, options and futures contracts held by the Portfolio are valued at
market value.

10
<PAGE>

Short-term debt instruments with a maturity of 60 days or less held by the
Portfolio are valued on an amortized cost basis. When market quotations are not
readily available for securities and assets, they are valued at fair value as
determined by the Board of Directors.

A Portfolio's net asset value per share is determined once daily immediately
after any dividends are declared and is currently determined at the close of
regular trading on the New York Stock Exchange. When it is open, regular
trading on the New York Stock Exchange usually ends at 4:00 p.m., Eastern time.
The net asset value may also be determined on days when the New York Stock
Exchange is closed when there has been trading in a Portfolio's securities
which would result in a material change in the net asset value.

11
<PAGE>

METROPOLITAN SERIES FUND, INC.

-----------

Principal Office of the Fund
1 Madison Avenue New York, New York 10010

-----------

Investment Manager
Metropolitan Life Insurance Company 1 Madison Avenue New York, New York 10010
(Principal Business Address)

Custodian and Transfer Agent
State Street Bank and Trust Company 225 Franklin Street Boston, Massachusetts
02110 (Principal Business Address)

NO DEALER, SALESMAN, OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMA-
TION OR TO MAKE ANY REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS PRO-
SPECTUS, IN CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS, AND, IF GIVEN OR
MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAV-
ING BEEN AUTHORIZED BY THE FUND, METROPOLITAN LIFE OR METROPOLITAN TOWER. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY STATE IN WHICH SUCH OFFERING
MAY NOT LAWFULLY BE MADE.

18000225500(11/98) 98102QWI(EXP0599)MLIC-LD

<PAGE>

STATEMENT OF ADDITIONAL INFORMATION
FOR

METROPOLITAN SERIES FUND, INC.
NOVEMBER 9, 1998

The investment options ("Portfolios") currently offered by the Metropolitan
Series Fund, Inc. (the "Fund") are:

State Street Research Aggressive Neuberger&Berman Partners Mid Cap
Growth Portfolio Value Portfolio

State Street Research Diversified Scudder Global Equity Portfolio
Portfolio

T. Rowe Price Large Cap Growth
State Street Research Growth Portfolio
Portfolio

T. Rowe Price Small Cap Growth
State Street Research Income Portfolio
Portfolio

Lehman Brothers Aggregate Bond Index
State Street Research Money Market Portfolio
Portfolio

MetLife Stock Index Portfolio
Santander International Stock
Portfolio (formerly State Street
Research International Stock
Portfolio)

Morgan Stanley EAFE Index Portfolio

Russell 2000 Index Portfolio

Harris Oakmark Large Cap Value
Portfolio

Janus Mid Cap Portfolio

Loomis Sayles High Yield Bond
Portfolio

This Statement of Additional Information ("SAI") is not a Prospectus. It should
be read in conjunction with the Prospectus dated November 9, 1998. A copy of
the Prospectus may be obtained from Metropolitan Life Insurance Company, One
Madison Avenue, New York, New York 10010, Area 2H.

One Madison Avenue, New York, NY 10010 Telephone (800) 553-4459

98102QHI(0599) MLIC-LD
<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
HEADINGS PAGE
- -------- ----
<S> <C>
Description of Some Investment Practices, Policies and Risk................ 3
Certain Investment Limitations............................................. 7
Investment Management Arrangements......................................... 8
Directors and Officers of the Fund......................................... 10
Placing Portfolio Transactions............................................. 12
Sale and Redemption of Shares.............................................. 15
Pricing of Portfolio Securities............................................ 15
Taxes...................................................................... 17
General Information........................................................ 18
Financial Statements....................................................... 18
Appendix................................................................... 20
</TABLE>

B-2
<PAGE>

DESCRIPTION OF SOME INVESTMENT PRACTICES, POLICIES, AND RISKS

The information that follows expands on the similar discussion in the Fund's
Prospectus and does not describe every type of investment, technique, or risk
to which a Portfolio maybe exposed. Each Portfolio reserves the right, without
notice, to make any investment, or use any investment technique, that this SAI
or the Fund's Prospectus does not specifically identify as requiring a
shareholder vote.

MONEY MARKET INSTRUMENTS generally have a remaining maturity of no more than
13 months when acquired by the Fund. They include the following:
. United States Government securities -- direct obligations (in the form of
Treasury bills, notes and bonds) of the United States Government, differing
mainly by maturity lengths.
. Government Agency Securities -- debt securities issued by agencies or
instrumentalities of the United States Government. They are backed by the
full faith and credit of the United States, guaranteed by the United States
Treasury, supported by the issuing agency's or instrumentality's right to
borrow from the United States Treasury, or supported by the issuing agency's
or instrumentality's credit. Agency securities include several of the types
of instruments discussed below under "Mortgage-Backed Securities."
. Certificates of Deposit -- generally short-term, interest-bearing negotiable
certificates issued by commercial banks or savings and loan associations
against funds deposited in the issuing institution. Any non-negotiable time-
deposits must mature in seven days or less.
. Bankers' Acceptances -- time drafts drawn by borrowers on commercial banks,
usually in connection with an international commercial transaction where
both the borrower and the bank guarantee the payment of the draft in its
face amount on the maturity date (which is usually within six months). These
securities are traded in secondary markets prior to maturity. The Portfolios
managed by State Street Research & Management Company ("State Street
Research") and the index Portfolios will not invest in any security issued
by a commercial bank or a savings and loan association (including foreign
branches or agencies of banks) unless the bank or association is organized
and operating in the Untied States, has total assets of at least $1 billion
and is a member of the Federal Deposit Insurance Corporation. The Portfolios
will not invest in non-negotiable bankers' acceptance maturing in more than
7 days.
. Commercial Paper -- short-term unsecured promissory notes issued by
corporations, usually to finance short-term credit needs. Commercial paper
is generally sold on a discount basis, with maturity from issue not
exceeding nine months. The Portfolios may purchase commercial paper with the
highest (two highest for the T. Rowe Price Large Cap Growth and T. Rowe
Price Small Cap Growth Portfolios) rating (and, for the State Street
Research Money Market Portfolio, it must also be rated in one of the top two
"modifiers" that indicate the best investment attributes of such rating)
given by a nationally recognized statistical rating organization ("NRSRO")
or, if unrated (a) of comparable quality or (b) issued by companies having
outstanding debt issues in with ratings with one of the top three ratings
given by an NRSRO (and for State Street Research Money Market Portfolio the
debt issues must be in the top two rating categories).
. Variable Amount Master Demand Notes -- commercial paper of companies that
permit the purchaser to lend varying investment amounts (up to the maximum
indicated in the note) at varying rates to the borrower. The borrower can
prepay the amount borrowed at any time with no penalty and the lender can
redeem the note at any time and receive the face value plus accrued
interest. No secondary market exists for these notes. The same rating/credit
quality requirements apply as described above for other forms of commercial
paper.
. Non-convertible Corporate Debt Securities -- such as bonds and debentures
that will mature within a short time and that have credit characteristics
comparable to those required above for commercial paper.
. Repurchase Agreements -- the purchaser acquires ownership of another money
market instrument, and the seller agrees at the time of sale to repurchase
such other instrument at a specified time and price which determine the
purchaser's yield during the holding period. This insulates the

B-3
<PAGE>

purchaser from market fluctuations unless the seller defaults. Repurchase
agreements are collateralized by cash or the purchased (or equivalent)
underlying instrument at all times at least equal in value to the price the
Fund paid for the underlying instrument plus interest accrued to date. The
Fund can enter into repurchase agreements with primary dealers for periods
not to exceed 30 days. Repurchase agreements with a duration of more than 7
days are considered illiquid. If the seller defaults on its repurchase
obligation, the Fund could experience a delay in recovery or inadequacy of
the collateral and a cost associated with the disposition of the collateral.
. Reverse Repurchase Agreements -- the sale of money market instrument by the
Fund with an agreement by the Fund to repurchase the instrument at a
specified time, price and interest payment. These agreements can be used when
interest income earned from the reinvestment of the proceeds (in money market
instrument with the same or shorter duration to maturity or resale) is
greater than the interest expense of the reverse repurchase transaction.
These agreements can also be used by the Fund as a form of borrowing and they
therefore are subject to the limitations regarding borrowing by the Fund. In
order to minimize the risk that it will have insufficient assets to
repurchase the instrument subject to the agreement, the Fund will keep in a
segregated account with its custodian liquid assets at least equal to the
value of the specified repurchase price or the proceeds received on the sale
subject to repurchase, plus accrued interest.

MORTGAGE-RELATED SECURITIES
GNMA -- partial ownership interests in a pool of mortgage loans which are
individually guaranteed or insured by the Federal Housing Administration, the
Farmers Home Administration or the Veterans Administration. The GNMA
certificates are issued and guaranteed by the Government National Mortgage
Association, a U.S. Government corporation, and backed by the full faith and
credit of the United States.

FNMA and FHLMC -- partial ownership interests in pools of mortgage loans. FNMA
certificates are issued and guaranteed by the Federal National Mortgage
Association, a federally chartered, privately owned corporation and are not
backed by the U.S. Government (although the U.S. Secretary of the Treasury has
discretionary authority to lend it up to $2.25 billion). FHLMC certificates are
issued and guaranteed by the Federal Home Loan Corporation, a federally
chartered corporation owned by the Federal Home Loan Bank and are not backed by
the U.S. government (although the U.S. Secretary of the Treasury has
discretionary authority to lend it up to $2.25 billion).

Mortgage-backed securities -- may be issued by governmental or non-governmental
entities such as banks and other mortgage lenders. Non-governmental securities
may offer higher yield to the Fund but may also expose the Fund to greater
price fluctuation and risk than governmental securities. Many issuers guarantee
payment of interest and principal on the securities regardless of whether
payments are made on the underlying securities, which generally increases the
quality and security. Risks which affect mortgage-backed securities' market
values or yields, include actual or perceived interest rate changes,
creditworthiness of the issuer or guarantor, prepayment rates value of the
underlying mortgages and changes in governmental regulation or tax policies. In
addition, certain mortgage-related securities may be settled only through
privately owned clearing corporations whose solvency and creditworthiness are
not backed by the U.S. Government and whose operational problems may result in
delays in settlement or losses to a Portfolio. Mortgage-related securities
include:
. Mortgage-backed bonds, which are secured by a first lien on a pool of single-
family detached properties and are also general obligations of their issuers.
. Mortgage pass-through bonds, which are secured by a pool of mortgages where
the cash flow generated from the mortgage collateral pool is dedicated to
bond repayment.
. Stripped agency mortgage-backed securities, which are interests in a pool of
mortgages, where the cash flow has been separated into its interest only
("interest only" or "IOs") and principal only ("principal only" or "POs")
components. IOs or POs, other than government-issued IOs or POs backed by
fixed rate mortgages, are considered illiquid securities.

B-4
<PAGE>

. Other mortgage-related securities, which are other debt obligations secured
by mortgages on commercial real estate or residential properties.

BELOW INVESTMENT GRADE SECURITIES (or JUNK BONDS) -- debt securities that are
not rated in (or judged to be of comparable quality to) one of the top four
categories by an NRSRO. These securities expose the Fund to more risks than
higher rated securities, including:
. greater doubt as to the issuer's capacity to pay interest and principal
. greater fluctuations in market values due to individual corporate
developments
. greater risk of default for various reasons including that (1) the issuers of
these securities tend to be more highly leveraged and may not have available
to them more traditional methods of financing and (2) the securities are
unsecured and are generally subordinated to debts of other creditors
. greater difficulty in obtaining accurate market quotations for valuation
purposes
. increased expenses to the extent the Fund must seek recovery due to a default
in payment
. less liquid trading markets

RESTRICTED OR ILLIQUID SECURITIES -- securities for which there is no readily
available market. These securities are priced at fair value under procedures
approved by the Fund's Board of Directors. A Portfolio can sell restricted
securities only in privately negotiated transactions or in a public offering
registered with the Securities and Exchange Commission ("SEC"). Subsequent to
the purchase of a restricted security, SEC registration of such security may
become necessary and a Portfolio that owns the security may need to pay all or
part of the registration expenses and may need to wait until such registration
becomes effective before it can sell the security. In addition, the absence of
ready markets may delay a Portfolio's sale of an illiquid investment. Delays in
disposing of an investment expose a Portfolio to fluctuations in value for
longer periods than it desired.

RULE 144A SECURITIES -- securities that are not registered with the SEC but
under certain circumstances may be considered as liquid. Pursuant to procedures
approved by the Board of Directors, these securities are subject to ongoing
evaluation to monitor their liquidity, and the purchase of these securities
could have the effect of increasing the percent of a Portfolio's securities
invested in illiquid securities. Liquidity is evaluated based on various
factors including:
. the availability of trading markets for the security
. the frequency of trades and quotes
. the number of dealers and potential purchasers
. dealer undertakings to make a market
. the nature of the security and of the marketplace trades (including disposal
time, solicitation methods and mechanics of transfer)

LENDING PORTFOLIO SECURITIES. The Fund may pay reasonable finders,
administrative and custodial fees to persons that are unaffiliated with the
Fund for services in connection with loans of its portfolio securities.
Payments received by a Portfolio equal to dividends, interest and other
distributions on loaned securities may be treated as income other than
qualified income for the 90% test discussed under "Taxes" below. The Fund
intends to engage in securities lending only to the extent that it does not
jeopardize its qualification as a regulated investment company under the
Internal Revenue Code (the "Code").

OPTIONS ON SECURITIES, CURRENCIES AND INDICES. Options that are traded on
recognized securities exchanges often have less of a risk of loss than those
sold "over-the-counter." A Portfolio will not sell the security or currencies
against which options have been written until after the option period has
expired, a closing purchase transaction is executed, a corresponding put or
call option has been purchased, or the sold option is otherwise covered. The
sale and purchase of options involves paying brokerage commissions and other
transaction costs. In addition, selling covered call options can increase the
portfolio turnover rate.

The purchase and sale of index options have additional risks. For example if
trading of certain securities in the index is interrupted, a Portfolio would
not be able to close out options which it had purchased or sold if restrictions
on exercise were also imposed. To address such liquidity concerns the Fund
limits use of index options to options on indices (1) with a sufficient number
of securities to minimize the likelihood of a trading halt and (2) for which
there is a developed secondary market.

B-5
<PAGE>

A Portfolio will cover any option it has sold on a stock index by (1) if the
option is a call option, segregating with the Fund's custodian bank either (a)
cash or other liquid assets having a value that, when added to any related
margin deposits, at all times at least equals the value of the securities
comprising the index, or (b) securities that substantially replicate changes in
value of the securities in the index; (2) if the option is a put option,
segregating with the Fund's custodian bank cash or other liquid assets having a
value that, when added to any related margin deposits, at all times at least
equals the exercise price; or (3) regardless of whether the option is a call or
a put option, holding an offsetting position in the same option at an exercise
price that is at least as favorable to the Fund.

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS. These contracts are traded in the
interbank market through currency traders. The traders do not charge a fee, but
they do realize a profit based on the difference between the prices at which
they are buying and selling various currencies. The use of these contracts
involves various risks including:
. inability to enter into a contract at advantageous times or with respect to
the desired foreign currencies
. poor correlation between a currency's value and any proxy currency that a
Portfolio is using
. the creditworthiness of the counterparty to the transaction
. losses (or lost profits) due to unanticipated or otherwise adverse changes in
the relative value of currencies
. additional expense due to transaction costs or the need to purchase or sell
foreign currency on the spot market to correlate with the currency delivery
requirements of the contract

The Portfolios will cover outstanding forward currency contracts by maintaining
liquid portfolio securities denominated in or exposed to the currency
underlying the forward contract or the currency being hedged. To the extent
that a Portfolio is not able to cover its forward currency positions with
underlying portfolio securities, the Portfolio will have its bank custodian
segregate cash or liquid assets having a value equal to the aggregate amount of
such Portfolio's commitments under forward contracts. As an alternative to
segregating assets, a Portfolio may buy call options permitting such Portfolio
to buy the amount of foreign currency being hedged by a forward sale contract
or a Portfolio may buy put options permitting it to sell the amount of foreign
currency subject to a forward buy contract.

SWAPS, CAPS, FLOORS and COLLARS. A Portfolio will not enter into any swap, cap,
floor or collar unless the portfolio manager thinks that the other party to the
transaction is creditworthy. If the other party defaults, the Portfolio may
have contractual remedies pursuant to agreements related to the transaction.
Portfolios for which swaps are a permissible investment can enter credit
protection swap arrangements which involve the sale by the Portfolio of a put
option on a debt security which is exercisable by the buyer upon certain
events, such as default by the referenced creditor on the underlying debt or a
bankruptcy event of the creditor.

The swap market has grown substantially in recent years and the swap market has
become relatively liquid due to a large number of banks and investment banks
acting as principals and agents and using standardized documentation. Caps,
floors and collars are more recent innovations and standardized documentation
has not yet been fully developed. For that reason they are less liquid than
swaps. Liquidity of swaps, caps, floors and collars will be evaluated based on
various factors including:
. the frequency of trades and quotations
. the number of dealers and prospective purchasers in the marketplace
. dealer undertakings to make a market
. the nature of the instrument (including demand or tender features)
. the nature of the marketplace (including the ability to assign or offset a
Portfolio's rights and obligations)

FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS. A Portfolio will cover any
futures contract it has sold, or any call option it has sold on a futures
contract, by (1) segregating with the Fund's custodian bank (a) cash or other
liquid assets having a value that, when added to any related margin deposits,
at all times at least equals the value of the securities or currency on which
the futures contract (or related index) is based or (b) securities or
currencies that substantially replicate changes in value of the securities or
currencies on which

B-6
<PAGE>

the futures contract (or related index) is based or (2) holding an offsetting
call option on that futures contract at the same or better settlement price. A
Portfolio will cover any futures contract it has purchased, or any put option
it has sold on a futures contract, by (1) segregating with the Fund's custodian
bank cash or other liquid assets having a value that, when added to any related
margin deposits, at all times at least equals the amount payable upon
settlement of such futures contract or (2) holding an offsetting call option on
that futures contract at the same or better settlement price.

CERTAIN INVESTMENT LIMITATIONS

FUNDAMENTAL POLICIES are those that may not be changed without approval of the
outstanding voting shares of each affected Portfolio. The Prospectus indicates
certain fundamental policies, and the following list contains some more. In
some cases, the Prospectus or SAI specifically states that one or more
Portfolios may engage in practices that would otherwise violate these
fundamental restrictions. Except as noted below, such exceptions are also part
of the Fund's fundamental policies, even though the Prospectus or SAI do not
designate them individually as such. On the other hand, any policy set forth in
the Prospectus that is more restrictive than any fundamental policy on the same
subject may be changed without any shareholder vote. Unless otherwise
indicated, all restrictions apply at the time of purchase.

No Portfolio may:
. borrow money to purchase securities or purchase securities on margin
. engage in the underwriting of securities of other issuers except to the
extent that in selling portfolio securities it may be deemed to be a
"statutory" underwriter for purposes of the Securities Act of 1933
. issue senior securities
. sell call options which are not covered options
. sell put options other than to close out option positions previously entered
into
. invest in commodities or commodity contracts. In this regard, the following
aspects of the Prospectus's table of "Certain Investment Practices" are non-
fundamental: all of the prohibitions and limitations in item 9; the
recognized exchange requirement in, and the omission of any Portfolio that
invests in equity securities from, item 10; the recognized exchange
requirement and the limitations on purpose in item 11; and all of item 12,
except the requirement that the Portfolio must be authorized to use the
underlying futures contract.
. make loans but this shall not prohibit a Portfolio from entering into
repurchase agreements or purchasing bonds, notes, debentures or other
obligations of a character customarily purchased by institutional or
individual investors
. For purposes of the industry concentration limit in item 25 of the Prospectus
table, the following additional fundamental policies will apply: domestic
crude oil and gas producers, domestic integrated oil companies, international
oil companies, and oil service companies each will be deemed a separate
industry; money market instruments issued by a foreign branch of a domestic
bank will not be deemed to be an investment in a domestic bank.

No more than 5% of the Scudder Global Equity Portfolio's assets will be
committed to transactions in options, futures or other "derivative" instruments
that are intended for any purpose other than to protect against changes in
market values of investments the Portfolio owns or intends to acquire, to
facilitate the sale or disposition of investments for the Portfolio, or to
adjust the effective duration or maturity of fixed income instruments owned by
the Portfolio

NON-FUNDAMENTAL POLICIES are those that may be changed without approval of
shareholders. Unless otherwise indicated, all restrictions apply at the time of
purchase. The following non-fundamental policies are in addition to those
described elsewhere in the Prospectus or SAI.
. No Portfolio will acquire securities for the purpose of exercising control
over the management of any company
. At least 75% of a Portfolio's total assets must be: (1) securities of issuers
in which the Portfolio has not invested more than 5% of its total assets, (2)
voting securities of issuers as to which the Fund owns no more than 10% of
such securities, and (3) securities issued or guaranteed by the U.S.
government, its agencies or instrumentalities. These restrictions do not
apply to the Janus Mid Cap Portfolio.
. No Portfolio may make any short sale

B-7
<PAGE>

. No Portfolio (except for the Janus Mid Cap Portfolio) may participate on a
joint or joint and several basis in any trading account in securities

INSURANCE LAW RESTRICTIONS
The ability to sell contracts in New York requires that each portfolio manager
use his or her best efforts to assure that each Portfolio of the Fund complies
with the investment restrictions and limitations prescribed by Sections 1405
and 4240 of the New York State Insurance Law and regulations thereunder in so
far as such restrictions and limitations are applicable to investment of
separate account assets in mutual funds. Failure to comply with these
restrictions or limitations will result in the Insurance Companies ceasing to
make investments in that Portfolio for the separate accounts. The current law
and regulations permit the Fund to make any purchase if made on the basis of
good faith and with that degree of care that an ordinarily prudent person in a
like position would use under similar circumstances.

INVESTMENT MANAGEMENT ARRANGEMENTS

INVESTMENT MANAGEMENT AGREEMENTS AND SUB-INVESTMENT MANAGEMENT AGREEMENTS
MetLife and the Fund have entered into investment management agreements under
which MetLife has the primary management responsibility for the Fund's four
index Portfolios and overall responsibility for all Portfolios. In addition,
MetLife has entered into sub-investment management agreements for all other
Portfolios. For simplicity, each of MetLife and the sub-investment managers are
referred to as "managers" when discussing issues affecting all of them.

Each agreement continues from year to year with annual approval by (a) the
Board of Directors or a majority of that Portfolio's outstanding shares, and
(b) a majority of the Board of Directors who are not "interested persons" of
any party of the agreement. Each agreement may be terminated by any party to
the agreement, without penalty, with 60 days' written notice. Shareholders of a
Portfolio may vote to terminate an agreement as to services provided for that
Portfolio.

Managers make investment decisions and effect transactions based on information
from a variety of sources including their own securities and economic research
facilities. Managers are also obligated to provide office space, facilities,
equipment and personnel necessary to perform duties associated with their
designated Portfolio(s).

MANAGEMENT FEES
The Fund pays MetLife for its investment management services as detailed in the
Prospectus. For 1995, 1996 and 1997, MetLife fees for all Portfolios then
available totaled $14,648,069, $20,845,048 and $31,213,713, respectively.

B-8
<PAGE>

SUB-MANAGEMENT FEES
MetLife pays the sub-investment managers for their investment management
services based on the following annual percentages of the average net assets of
each Portfolio.

<TABLE>
<CAPTION>
AVERAGE
DAILY NET % PER
PORTFOLIO ASSETS ANNUM
- --------- ----------------- -----
<S> <C> <C>
State Street Research Money Market All assets .25%
State Street Research Growth 1st $500 million .40%
next $500 million .35%
over $1 billion .30%
State Street Research Income 1st $250 million .27%
next $250 million .22%
over $500 million .17%
State Street Research Diversified 1st $500 million .35%
next $500 million .30%
over $1 billion .25%
Santander 1st $500 million .55%
International Stock next $500 million .50%
over $1 billion .45%
State Street Research 1st $500 million .55%
Aggressive Growth next $500 million .50%
over $1 billion .45%
Loomis Sayles High Yield Bond All assets .50%
T. Rowe Price Small Cap Growth 1st $100 million .35%
next $300 million .30%
over $400 million .25%
T. Rowe Price Large Cap Growth 1st $50 million .50%
over $50 million .40%
Janus Mid Cap 1st $100 million .55%
next $400 million .50%
over $500 million .45%
Scudder Global Equity 1st $50 million .70%
next $50 million .35%
next $400 million .30%
over $500 million .275%
Harris Oakmark Large Cap Value 1st $250 million .65%
over $250 million .60%
Neuberger&Berman Partners 1st $100 million .50%
Mid Cap Value next $250 million .475%
next $500 million .45%
next $750 million .425%
over $1.6 billion .40%
</TABLE>

The following table shows gross sub-investment management fees paid by MetLife
under these agreements. No management fees will be paid with respect to the T.
Rowe Price Large Cap Growth, Harris Oakmark Large Cap Value and
Neuberger&Berman Partners Mid Cap Value until after their inception. In
addition, no management fees were paid to Santander Global Advisers, Inc. since
it became sub-investment manager on November 9, 1998.

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------------------
MANAGER 1995 1996 1997
- ------- ----------- ----------- -----------
<S> <C> <C> <C>
State Street Research/1/ $10,412,735 $14,979,746 $19,942,628
GFM International Investors, Inc. $ 1,634,069 $ 1,868,362 $ 1,690,665
("GFM")/2/
Loomis Sayles & Company, L.P./3/ 0 0 $ 60,889
T. Rowe Price Associates, Inc./3/ 0 0 $ 120,608
Janus Capital Corporation/3/ 0 0 $ 184,926
Scudder Kemper Investments, Inc./3/ 0 0 $ 138,864
</TABLE>
- ------------
/1/ No sub-investment management fees were paid to State Street Research during
1995 and 1996 for services to the State Street Research Money Market or
Santander International Stock Portfolio because State Street Research only
served as sub-investment manager beginning August 1, 1997 (and, as of November
9, 1998, no longer served as such).

/2/ GFM prior to August 1, 1997 received fees as sub-investment manager from
August 1, 1997 through November 9, 1998, GFM served as sub-sub-investment
manager and received fees as such from State Street Research. $616,573 of the
amount indicated for 1997 was paid to GFM as sub-sub-investment manager.

/3/ Prior to March 3, 1997 (Portfolio inception), no fees were paid.

PAYMENT OF FUND EXPENSES
As detailed in the Prospectus, MetLife currently pays certain expenses for the
Loomis Sayles High Yield Bond, Harris Oakmark Large Cap Value, T. Rowe Price
Large Cap Growth, Neuberger&Berman Partners Mid Cap Value, Lehman Brothers
Aggregate Bond Index, Russell 2000 Index and Morgan Stanley EAFE Index
Portfolios to the extent they exceed certain amounts.

Apart from any such payment by MetLife, each Portfolio bears its share of all
Fund expenses, including those for: (1) fees of the Fund's directors; (2)
custodian and transfer agent fees; (3) audit and legal fees; (4) printing and
mailing costs for the Fund's prospectuses, proxy material and periodic reports
to shareholders; (5) MetLife's investment management fee; (6) brokerage
commissions on portfolio transactions (including costs for acquisition,
disposition, lending or borrowing of investments); (7) Fund taxes; (8) interest
and other costs related to any Fund borrowing; and (9) extraordinary or one-
time expenses (such as litigation related costs).

All of the Fund's expenses, except extraordinary or one-time expenses, are
accrued daily.

B-9
<PAGE>

DIRECTORS AND OFFICERS OF THE FUND

Unless otherwise noted, the address of each executive officer and director
listed below is One Madison Avenue, New York, New York 10010.

<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION(S)
NAME, (AGE) AND ADDRESS POSITION(S) WITH FUND DURING PAST 5 YEARS
- ------------------------------------------------------------------------------------------------
<S> <C> <C>
Steve A. Garban (61)+ Director Retired, formerly Senior Vice-President
The Pennsylvania State Finance and Operations and Teasurer, The
University Pennsylvania State University
208 Old Main
University Park, PA
16802
- ------------------------------------------------------------------------------------------------
David A. Levene (59)* Chairman of the Board, Executive Vice-President, MetLife since
Chief Executive Officer 1996; prior thereto, Senior Vice-President
and Director and Chief Actuary
- ------------------------------------------------------------------------------------------------
Malcolm T. Hopkins (70)+ Director Private Investor, formerly Vice-Chairman of
14 Brookside Road the Board and Chief Financial Officer, St.
Biltmore Forest Regis Corp. (forest and paper products)
Asheville, NC 28803
- ------------------------------------------------------------------------------------------------
Robert A. Lawrence (72)+ Director Retired, formerly Partner, Saltonstall & Co.
175 Federal Street (private investment firm)
16th Floor
Boston, MA 02110
- ------------------------------------------------------------------------------------------------
Dean O. Morton (66)+ Director Retired, formerly Executive Vice-President,
3200 Hillview Avenue Chief Operating Officer and Director,
Palo Alto, CA 94304 Hewlett-Packard Company
- ------------------------------------------------------------------------------------------------
Michael S. Scott Morton Director Jay W. Forrester Professor of Management at
(61)+ Sloan School of Management, MIT
Massachusetts Institute
of Technology ("MIT")
50 Memorial Drive
Cambridge, MA 02139-4307
- ------------------------------------------------------------------------------------------------
Arthur G. Typermass Director Retired, formerly Senior Vice-President and
(61)* Treasurer, MetLife
43 Chestnut Drive
Garden City, NY 11530
- ------------------------------------------------------------------------------------------------
Bradford W. White (32)+* Controller Senior Technical Consultant -- Pensions,
MetLife since 1993; Senior Financial
Analyst -- Retirement and Savings Center,
1992-1993; prior thereto, Financial Analyst
- ------------------------------------------------------------------------------------------------
Christopher P. Nicholas President and Chief Associate General Counsel, MetLife
(49)+* Operating Officer
- ------------------------------------------------------------------------------------------------
Janet Morgan (35)* Treasurer Assistant Vice-President, MetLife since
1997; prior thereto, Director
- ------------------------------------------------------------------------------------------------
Elaine Stevenson (39)* Vice-President Vice-President, MetLife
- ------------------------------------------------------------------------------------------------
Lawrence A. Vranka (58)* Vice-President Vice-President, MetLife
- ------------------------------------------------------------------------------------------------
Robin Wagner (37)* Secretary Assistant General Counsel, MetLife since
1997, Counsel, 1995-1997; prior thereto,
Associate Counsel
- ------------------------------------------------------------------------------------------------
Patricia S. Worthington Assistant Secretary Assistant Vice-President and Assistant
(42)* Compliance Director of MetLife since 1997;
prior thereto Associate Counsel
- ------------------------------------------------------------------------------------------------
Nancy A. Turchio (29)* Assistant Secretary Legal Assistant, MetLife since 1994; prior
thereto, legal assistant Cadwalader,
Wickersham & Taft
- ------------------------------------------------------------------------------------------------
Harold Lerner (62)* Assistant Controller Technical Consultant -- Financial
Management, MetLife since 1996; prior
thereto, Pricing/Contracts Analyst --
Retirement and Savings Center
- ------------------------------------------------------------------------------------------------
Dianne Johnson (47)* Assistant Controller Senior Technical Consultant -- Financial
Management, MetLife since 1997; Technical
Consultant -- Retirement and Savings Center,
1994-1997; prior thereto, Accounting
Supervisor -- Retirement and Savings Center
</TABLE>
- -----------
(*) Interested Person, as defined in the Investment Company Act of 1940 ("1940
Act"), of the Fund.
(+) Serves as a trustee, director and/or officer of one or more of the
following investment companies, each of which has a direct or indirect
advisory relationship with the Investment Manager or its affiliates: State
Street Research Financial Trust, State Street Research Income Trust, State
Street Research Money Market Trust, State Street Research Tax-Exempt Trust,
State Street Research Capital Trust, State Street Research Master
Investment Trust, State Street Research Equity Trust, State Street Research
Securities Trust, State Street Research Growth Trust, State Street Research
Exchange Trust and State Street Research Portfolios, Inc.

B-10
<PAGE>

The Directors have been compensated as follows:

<TABLE>
<CAPTION>
(3)
PENSION OR (5)
RETIREMENT (4) TOTAL
(2) BENEFITS ESTIMATED COMPENSATION
AGGREGATE ACCRUED ANNUAL FROM THE FUND
(1) COMPENSATION AS PART OF BENEFITS AND FUND
NAME OF FROM FUND UPON COMPLEX PAID
DIRECTOR(B) FUND(A)(C) EXPENSES RETIREMENT TO DIRECTORS(B)
- -----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Jeffrey J. Hodgman(d) 0 0 0 0
- -----------------------------------------------------------------------------
Steve A. Garban $24,000 0 0 $ 75,899
- -----------------------------------------------------------------------------
Malcolm T. Hopkins $22,500 0 0 $ 78,499
- -----------------------------------------------------------------------------
Robert A. Lawrence $21,000 0 0 $ 93,125
- -----------------------------------------------------------------------------
Dean O. Morton $21,000 0 0 $ 97,125
- -----------------------------------------------------------------------------
Michael S. Scott Morton $21,000 0 0 $103,625
- -----------------------------------------------------------------------------
John H. Tweedie(d) 0 0 0 0
- -----------------------------------------------------------------------------
David A. Levene 0 0 0 0
</TABLE>
- ------------
(a) For the fiscal year ended December 31, 1997.
(b) Complex is comprised of 10 trusts and two corporations with a total of 31
funds and/or series. "Total Compensation from the Fund and Fund Complex
Paid to Directors" is for the 12 months ended December 31, 1997.
(c) Directors and officers who are currently active employees of MetLife
receive no compensation for services rendered to the Fund other than their
regular compensation from MetLife or its affiliate of which they are
employees. Other directors who are not currently active employees of
MetLife receive a fee of $10,000 per year, plus $2,500 for each directors'
meeting they attend, $500 for each audit committee meeting they attend, and
reimbursement for out-of-pocket expenses related to such attendance.
Messrs. Garban and Hopkins also each receive $1,500 for attending any
contract committee meeting. The chairman of the audit committee receives a
fee of $1,500 for each full calendar year during which he/she serves as
chairman.
(d) Jeffrey J. Hodgman resigned as a director effective May 1, 1998. John H.
Tweedie resigned as director effective April 24, 1997.
- ------------
None of the above officers and directors of the Fund owns any stock of the
Fund.

B-11
<PAGE>

PLACING PORTFOLIO TRANSACTIONS

Each Portfolio's manager has day-to-day responsibility for selecting broker-
dealers who will process investment transactions for the Portfolio. The
managers follow similar policies and procedures for each Portfolio. When a
manager's policy or practice is significantly different, it is specifically
identified below. In the discussion that follows, the term broker-dealer
includes both brokers (brokerage firms who act as agents in purchases or sales
of portfolio investments by the Fund) and dealers (investment firms who act
for their own account in selling or purchasing securities to or from the
Fund).

PRIMARY POLICY
Each manager's primary policy is to get prompt and reliable execution of
orders with the most favorable overall net prices to the Fund.

SELECTING A BROKER-DEALER
To select the best broker-dealer for a given transaction, each manager will
consider one or more of the following:
. the price of the security or instrument
. the nature of the market for the security or instrument
. the size and difficulty of the order
. the execution experience of the broker-dealer (generally and as to specific
markets or securities)
. confidentiality
. the broker-dealer's financial responsibility
. the competitiveness of the commission or spread (see "Competitiveness of
Commission Rates and Net Prices" below)
. proven integrity and reliability
. the quality of execution
. the broker-dealer's research and statistical services and capabilities
. the broker-dealer's capital clearance and settlement capabilities (see
"Research and Statistical Services" below)
. desired timing of the trade
. any broker rebate of commissions to pay Portfolio expenses under any
"directed brokerage" arrangements (see "Directed Brokerage" below)

RESEARCH AND STATISTICAL SERVICES
When more than one firm satisfies the Portfolio's other standards, managers
may consider the range of services and capabilities that those broker-dealers
provide, including:
. recommendations and advice about market projections and data, security
values, asset allocation and portfolio evaluation, purchasing or selling
specific securities, and portfolio strategy
. seminars, information, analyses, and reports concerning companies,
industries, securities, trading markets and methods, legislative and
political developments, changes in accounting practices and tax law,
economic and business trends, proxy voting, issuer credit-worthiness,
technical charts and portfolio strategy
. access to research analysts, corporate management personnel, industry
experts, economists, government representatives, technical market
measurement services and quotation services, and comparative performance
evaluation
. products and other services including financial publications, reports and
analysis, electronic access to data bases and trading systems, computer
equipment, software, information and accessories
. statistical and analytical data relating to various investment companies,
including historical performance, expenses and fees, and risk measurements

In most cases, these services supplement a manager's own research and
statistical efforts. Research and statistical information and materials are
generally subject to internal analysis before being incorporated into a
manager's investment process.

Generally, services are received primarily in the form of written reports,
computer generated services, telephone contacts and personal meetings. Often
managers use internal surveys and other methods to evaluate the quality of
research and other services provided by various broker-dealer firms. Results
of these studies are available to the managers' trading departments for use
when selecting broker-dealers to execute portfolio transactions.

MULTIPLE USES FOR SERVICES
The same research and statistical products and services may be useful for
multiple accounts. Managers may use such products and services when managing
any of their investment accounts. Therefore, managers may use research and
statistical information received from broker-dealers who have handled
transactions for any such account (which may or may not include any Portfolio)
in the management of the same or any such other account (which, again, may or
may not include

B-12
<PAGE>

that Portfolio). If any research or statistical product or service has a mixed
use, so that it also serves functions other than assisting in a manager's
investment decision process, then the manager may allocate the costs and value
accordingly. Only the portion of the cost or value attributable to a product or
service that assists the manager with the investment decision process may be
considered by the manager in allocating transactions to broker-dealers.

COMPETITIVENESS OF COMMISSION RATES AND NET PRICES
Brokerage and other services furnished by broker-dealers are routinely reviewed
and evaluated. Managers try to keep abreast of commission structures and the
prevalent bid/ask spread of the market and/or security in which transactions
for the Portfolios occur. Commissions on foreign transactions are often higher
and fixed, unlike in the United States where commission rates are negotiable.
Against this backdrop, managers evaluate the reasonableness of a commission or
net price for each transaction.

Other considerations which determine reasonableness of a broker-dealer's
commission rates or net prices include:
.the difficulty of execution and settlement
. the size of the transaction (number of shares, dollar amount, and number of
clients involved)
. historical commission rates or spreads
. rates and prices quoted by other brokers and dealers
. familiarity with commissions or net prices paid by other institutional
investors
. the level and type of business done with the broker-dealer over time
. the extent to which broker or dealer has capital at risk in the transaction

COMPENSATING BROKER-DEALERS FOR SERVICES
After considering a combination of all the factors, managers may not
necessarily select the broker with the lowest commission rate.

Managers may or may not ask for competitive bids based on their judgment as to
whether such bids would have a negative effect on the execution process.
Managers do not intentionally pay a broker-dealer brokerage commission or net
price that is higher than another firm would charge for handling the same
transaction in a recognition of services (other than execution services)
provided.

This is an area where differences of opinion as to fact and circumstances may
exist, however. Therefore, to the extent necessary, managers rely on Section
28(e) of the Securities Exchange Act of 1934, which permits managers to pay
higher commission rates if the manager determines in good faith that the rate
is reasonable in relation to the value of the brokerage, research and
statistical services provided.

Accordingly, while it is difficult to determine any extent to which commission
rates or net prices charged by broker-dealers reflect the value of their
services, managers expect commissions to be reasonable in light of total
brokerage and research services provided by each particular broker. Although it
is also difficult to place an exact dollar value on research and statistical
services received from broker-dealers, the managers believe that these services
tend to reduce the Portfolio's expenses in the long-run.

When purchasing securities for a Portfolio in fixed price underwriting
transactions, managers follow instructions received from the Fund as to the
allocation of new issue discounts, selling concessions and designations to any
brokers or dealers which provide the Fund with research, performance
evaluation, master trustee and other services. Absent instructions from the
Fund, the manager may make such allocations to broker-dealers which provide it
with research, statistical, and brokerage services.

FIXED INCOME SECURITIES
Fixed income securities are generally purchased from the issuer or a primary
market-maker acting as principal for the securities on a net basis, with no
brokerage commission paid, although the price usually includes undisclosed
compensation. Transactions placed through dealers serving as primary market-
makers reflect the spread between the bid and asked prices known as a dealer's
mark-up. Securities may also be purchased from underwriters at prices which
include underwriting fees paid by the issuer.

OVER-THE-COUNTER SECURITIES MARKET
Orders through the over-the-counter securities market are placed with the
principal market-makers for the security, unless a more favorable result is
available elsewhere. A principal market-maker is one who actively and
effectively trades in the relevant security.

B-13
<PAGE>

BROKERAGE ALLOCATION AGREEMENTS AND UNDERSTANDINGS
Managers may pay cash for certain services provided by external sources or
choose to allocate brokerage business as compensation for the services.
Managers do not have fixed agreements with any broker-dealer as to the amount
of brokerage business which that firm may expect to receive because of the
services they supply. However, managers may have understandings with certain
firms which acknowledge that in order for such firms to be able to continuously
supply certain services, they need to receive allocation of a specified amount
of brokerage business. These understandings are honored to the extent possible
in accordance with the policies set forth above.

Managers have internal brokerage allocation procedures for that portion of
their discretionary client brokerage business where more than one broker-dealer
can provide best price and execution. In such cases, managers make judgments as
to the level of business which would recognize any research and statistical
services provided. In addition, broker-dealers sometimes suggest a level of
business they would like to receive in return for the various brokerage,
research and statistical services they provide. The actual brokerage received
by any firm may be less than the suggested allocations but can, and often do,
exceed the suggestions, because the total business is allocated on the basis of
all the considerations described above. Broker-dealers are never excluded from
receiving business because they do not provide research or statistical
services.

DIRECTED BROKERAGE
On behalf of the Portfolios, the Fund may request that managers also consider
directed brokerage arrangements, which involve rebates of commissions by a
broker-dealer to pay Portfolio expenses. The Fund may condition its requests by
requiring that managers effect transactions with specified broker-dealers only
if the broker-dealers are competitive as to price and execution. While the Fund
believes that overall this practice can benefit the Fund, in some cases
managers may be unable to negotiate commissions or obtain volume discounts or
best execution and commissions charged under directed brokerage arrangements
may be higher than those not using such arrangements. Directed brokerage
arrangements may also result in a loss of the possible advantage from
aggregation of orders for several clients as a single transaction for the
purchase or sale of a particular security. Among other reasons why best
execution may not be achieved using directed brokerage arrangements is that in,
an effort to achieve orderly execution of transactions, execution of orders
using directed brokerage arrangements may, at the discretion of the trading
desk, be delayed until execution of other orders have been completed. The Board
of Directors will monitor directed brokerage transactions to help ensure that
they are in the best interest of the Fund and its shareholders.

BUNCHING OF ORDERS
When securities are purchased or sold for a Portfolio, managers may also be
purchasing or selling the same securities for other accounts. Managers may
group orders of various accounts for execution to get lower prices and
commission rates. To be fair to all accounts over time, managers allocate
aggregate orders executed in a series of transactions or orders in which the
amount of securities available does not fill the order or price requirements at
the average price and, as nearly as practicable, on a pro-rata basis in
proportion to the amounts intended to be purchased or sold by each account.
Managers also consider the investment objectives, amount of money available to
invest, order size, amount an account already has committed to the investment,
and relative investment risks. While the Fund believes this practice
contributes to better overall execution of portfolio transactions, occasionally
this policy may adversely affect the price or number of shares in a particular
Portfolio's transaction caused by either increased demand or supply of the
security involved in the transaction.

The Board of Directors has adopted procedures governing bunching to ensure that
bunching remains in the best interest of the Fund and its shareholders. Because
the procedures do not always adequately accommodate all facts and
circumstances, exceptions are made to the policy of allocating trades on an
adjusted, pro-rata basis. Exceptions to the policy may include not aggregating
orders and/or reallocating to:
. recognize a manager's negotiation efforts
. eliminate de minimus positions
. give priority to accounts with specialized investment policies and objectives

B-14
<PAGE>

. give special consideration of an account's characteristics (such as
concentrations, duration, or credit risk)
. avoid a large number of small transactions which may increase custodial and
other transaction costs (which effect smaller accounts disproportionately)

Depending on the circumstances, such exceptions may or may not cause an account
to receive a more or less favorable execution relative to other accounts.

Harris Associates L.P. may use its affiliate, Harris Associates Securities
L.P., and Neuberger&Berman Management Incorporated may use its affiliate,
Neuberger&Berman, LLC, (the "affiliated brokers") as brokers for effecting
securities transactions for the respective portfolios for which they are the
managers. The Board of Directors, including a majority of the directors who are
not "interested" directors, has determined that securities transactions for a
Portfolio may be executed through these affiliated brokers, if, in the judgment
of the manager, the use of the affiliated broker is likely to result in prices
and execution at least as favorable to the Portfolio as those available from
other qualified brokers and, if, in such transactions, the affiliated broker
charges the Portfolio commission rates at least as favorable as those charged
by the affiliated broker to comparable unaffiliated customers in similar
transactions. The Board of Directors has adopted procedures designed to provide
that commissions, fees or other remuneration paid to affiliated brokers are
consistent with this standard. The Portfolios will not effect principal
transactions with affiliated brokers.

COMMISSIONS PAID
The Fund paid total brokerage commissions in 1995, 1996, and 1997, of
$6,329,000, $10,728,775, $13,756,000, respectively, on the then available
Portfolios. Commissions were materially higher in 1997 because the Santander
International Stock Portfolio experienced a higher portfolio turnover caused by
the Portfolio's restructuring effected in 1997 and because of the addition of
four new Portfolios as of March 3, 1997.

SALE AND REDEMPTION OF SHARES

Portfolio shares, when issued, are fully paid and non-assessable. In addition,
there are no preference, preemptive, conversion, exchange or similar rights,
and shares are freely transferable. Shares do not have cumulative voting
rights.

MetLife need not sell any specific number of Fund shares. MetLife will pay the
Fund's distribution expenses and costs (which are those arising from activities
primarily intended to sell Fund shares).

The Fund may suspend sales and redemptions of a Portfolio's shares during any
period when (1) trading on the New York Stock Exchange is restricted or the
Exchange is closed (other than customary weekend and holiday closings); (2) an
emergency exists which makes disposing of portfolio securities or establishing
a Portfolio's net asset value impractical; or (3) the Securities and Exchange
Commission orders suspension to protect Portfolio shareholders.

If the Board of Directors decides that continuing to offer shares of one or
more Portfolios will not serve the Fund's best interest (e.g. changing market
conditions, regulatory problems or low Portfolio participation), the Fund may
stop offering such shares and, by a vote of the Board of Directors, may require
redemption (at net asset value) of outstanding shares in such Portfolio(s) upon
30 day's prior written notice to affected shareholders.

In the future, the Fund may offer shares to be purchased by separate accounts
of life insurance companies not affiliated with MetLife to support insurance
contracts they issue.

PRICING OF PORTFOLIO SECURITIES

Portfolio securities are priced as described in the table that follows. If the
data necessary to employ the indicated pricing methods are not available, the
investment will be assigned a fair value in good faith pursuant to procedures
approved by the Board of Directors. Such "fair value" pricing may also be used
if the customary pricing procedures are judged for any reason to result in an
unreliable valuation.

B-15
<PAGE>

PRICING OF SECURITIES CHART

<TABLE>
<CAPTION>
VALUE
AVERAGE ESTABLISHED BY
LAST BETWEEN RECOGNIZED
LAST SPOT LAST BID EXCHANGE OR
SALE LAST BID PRICE AND ASKED OTHER
(PRIMARY (PRIMARY (PRIMARY (PRIMARY AMORTIZED RECOGNIZED
MARKET) MARKET) MARKET) MARKET) COST* SOURCES
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Portfolio Securities All
Traded on Domestic Stock All Portfolios/2/
Exchanges Portfolios/1/ L/2/ except L
- ----------------------------------------------------------------------------------------------------------------
Portfolio Securities
Traded Primarily on
Non-Domestic All
Securities Exchanges Portfolios/1/
- ----------------------------------------------------------------------------------------------------------------
Securities Listed or All All
Traded on More than All Portfolios/3/ Portfolios/2/
One Exchange Portfolios/1/ S/2/ except S
- ----------------------------------------------------------------------------------------------------------------
Domestic Securities All
Traded in the Over Portfolios/1/
the Counter Market except S, L,
S/1/, NB/1/ L/1/ S/2/ NB and MM MM
- ----------------------------------------------------------------------------------------------------------------
Non-U.S. Securities All
Traded in the Over All Portfolios/2/
the Counter Market Portfolios/1/ except NB NB/2/
- ----------------------------------------------------------------------------------------------------------------
Short-term
Instruments with
Remaining Maturity
of Sixty Days or All
Less Portfolios/1/
- ----------------------------------------------------------------------------------------------------------------
Options on Securities,
Indices, or Futures All All
Contracts Portfolios/1/ Portfolios/2/
- ----------------------------------------------------------------------------------------------------------------
All
Currencies Portfolios/1/
- ----------------------------------------------------------------------------------------------------------------
All
Futures Contracts Portfolios/1/
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
- ------------
1. primary method used
2. if primary method is unavailable
3. if both primary and secondary methods are unavailable
L. Loomis Sayles High Yield Bond Portfolio Only

NB.Neuberger & Berman Partners Mid Cap Value Portfolio Only
S. Scudder Global Equity Portfolio Only
MM.State Street Research Money Market Portfolio Only
* Amortized Cost Method: Securities are valued at the cost on the date of
purchase and thereafter, a constant proportionate amortization value is
assumed until maturity of any discount or premium (regardless of
fluctuating interest rates on the market value of the security).
Maturity is deemed to be the next date on which the interest rate is to
be adjusted. Note, using this method may result in different yield and
net asset values than market valuation methods.

B-16
<PAGE>

TAXES

The following summarizes some of the relevant tax considerations associated
with the Fund. It is not a complete explanation and should not substitute for
careful tax planning and consulting with individual tax advisers.

The Fund's tax attributes are allocated among the Portfolios as if they were
separate corporations. For example, if a Portfolio has a net capital loss for a
taxable year, including any allocated net capital loss carryforwards, such
loss(es) will only offset net capital gains of that Portfolio. Also, each
Portfolio stands alone to determine that Portfolio's net ordinary income or
loss.

The Fund currently qualifies (and intends to continue to qualify) as a
"regulated investment company" under the Code. To qualify, among other things,
each Portfolio must derive at least 90% of its gross income from dividends,
interest, payments for security loans, and gains or other income derived from
each Portfolio's business of investing in stocks, securities or foreign
currencies. As a regulated investment company, the Fund does not pay federal
income tax on net ordinary income and net realized capital gains distributed to
shareholders. A nondeductible 4% excise tax applies to any regulated investment
company on any excess of required distributions for the calendar year over the
amount actually distributed. The Fund must distribute 98% of its ordinary
income and capital gain net income. The Fund does not expect to incur excise
taxes.

Dividends paid by a Portfolio from its ordinary income, and distributions of
its net realized short-term capital gains, are taxable to the shareholder as
ordinary income. Generally, any of a Portfolio's income which represents
dividends on common or preferred stock of a domestic corporation (rather than
interest income), distributed to the Insurance Companies may be deducted as
dividends received, to the extent the deduction is available to a life
insurance company.

Distributions from the Fund's net realized long-term gains are taxable to the
Insurance Companies as long-term capital gains regardless of the holding period
of the Portfolio shares. Long-term capital gain distributions are not eligible
for the dividends received deduction.

Dividends and capital gains distributions may also be subject to state and
local taxes.

The Fund complies with section 817(h) of the Code and its related regulations.
This means that the Fund generally may issue shares only to life insurance
company segregated asset accounts (also referred to as separate accounts) that
fund variable life insurance or annuity contracts ("variable insurance
contracts") and the general account of MetLife which provided the initial
capital for the Portfolios. The prospectus for the Contracts discusses in more
depth the taxation of segregated asset accounts and of the Contract owner.

Section 817(h) of the Code and related regulations require segregated asset
accounts investing in the Portfolios to diversify. These diversification
requirements, which are in addition to those imposed on the Fund under the 1940
Act and under Subchapter M of the Code, may affect selection of securities for
the Portfolios. Failing to meet Section 817(h) requirements may have adverse
tax consequences for the insurance company offering the variable insurance
contract and result in immediate taxation of the contract owner if the
investment in the contract has appreciated in value.

The Treasury Department may possibly adopt regulations or the IRS may issue a
revenue ruling which may deem a Contract owner, rather than the insurance
company, to be treated as owner of the assets of a segregated asset account
based on the extent of investment control by the contract owner. As a result,
the Fund may take action to assure that a Contract continues to qualify as a
variable insurance contract under federal tax laws. For example, the Fund may
alter the investment objectives of a Portfolio or substitute shares of one
Portfolio for those of another. To the extent legally necessary, a change of
investment objectives or share substitution will only occur with prior notice
to affected shareholders, approval by a majority of shareholders and approval
by the Securities and Exchange Commission.

Several unique tax considerations arise in connection with a Portfolio which
may invest in foreign securities. The Portfolio may have to pay foreign taxes,
which could reduce its investment performance. Dividends paid by a Portfolio
corresponding to dividends paid by non-United States companies do not qualify
for the dividends received deduction.

B-17
<PAGE>

Those Portfolios that invest substantial amounts of their assets in foreign
securities may make an election to pass through to the Insurance Companies any
taxes withheld by foreign taxing jurisdictions on foreign source income. Such
an election will result in additional taxable income and income tax to the
Insurance Companies. The amount of additional income tax, however, may be more
than offset by credits for the foreign taxes withheld, which are also passed
through. These credits may provide a benefit to the Insurance Companies.

GENERAL INFORMATION

EXPERTS

The Board of Directors annually approves an independent auditor which is expert
in accounting and auditing. Deloitte & Touche LLP, 555 17th Street, Suite 3600,
Denver, Co, 80202, is the Fund's independent auditor. The Fund's financial
statements for the 12 months ended December 31, 1997 incorporated by reference
into this SAI have been audited by Deloitte & Touche LLP. The Fund relies on
this firm's report which appears with the financial statements.

INTRODUCTION OF THE EURO
Austria, Belgium, Finland, France, Germany, Ireland, Italy, Luxembourg, the
Netherlands, Portugal, and Spain are members of the European Economic and
Monetary Union (the "European Union"). The European Union intends to establish
a common European currency for participating countries that will generally be
known as the "Euro." It is anticipated that each such member country will
supplement its existing currency with the Euro on January 1, 1999 and replace
its existing currency with the Euro on July 1, 2002. Additional European
countries that are members of the European Union may elect to supplement their
existing currencies with the Euro after January 1, 1999.

The expected introduction of the Euro presents unique risks and uncertainties,
including whether the payment and operational systems of banks and other
financial institutions will be ready by January 1, 1999; the treatment of
outstanding financial contracts after January 1, 1999; the application of
exchange rates for existing currencies and the Euro; and the creation of
suitable clearing and settlement systems for the new currency. While it is
impossible to predict what effect the Euro's introduction may have on a
Portfolio's investments in foreign securities and foreign currencies, these and
other factors could cause market disruptions before or after the introduction
of the Euro and could, among other things, adversely affect the value of
securities held by the Portfolio.

CUSTODIAN ARRANGEMENT
State Street Bank and Trust Company of Boston, Massachusetts, is the custodian
of the assets of all Portfolios. The custodian's duties include safeguarding
and controlling the Fund's cash and investments, handling the receipt and
delivery of securities, and collecting interest and dividends on the Fund's
investments. Portfolio securities purchased in the United States are maintained
in the custody of State Street Bank, although such securities may be deposited
in the Book-entry system of the Federal Reserve System or with Depository Trust
Company. Except as otherwise permitted under applicable Securities and Exchange
Commission "no-action" letters or exemptive orders, the Fund holds foreign
assets in qualified foreign banks and depositories meeting the requirements of
Rule 17f-5 under the Investment Company Act of 1940.

COMPUTER SOFTWARE SYSTEMS
The services provided to the Fund by MetLife as investment manager and
distributor, the other managers and the transfer agent, depend on the smooth
functioning of their computer systems. Many computer software systems in use
today cannot distinguish the year 2000 from the year 1900 because of the way
dates are encoded and calculated. That failure could negatively impact handling
of securities trades, pricing and account services. MetLife, the other
managers, and transfer agents are actively working on necessary changes to
their computer systems to deal with this issue and expect that their systems
will be adapted in time for that event, although there cannot be assurance of
success.

INDEX SPONSORS

The Prospectus describes certain aspects of the limited relationship the index
sponsors have with the Fund.

In addition, with respect to Morgan Stanley, the Morgan Stanley EAFE (R) Index
Portfolio is not sponsored, endorsed, sold or promoted by Morgan Stanley.
Morgan Stanley makes no representation or warranty, express or implied, to the
owners of this Portfolio or any member of the public regarding the advisability
of investing in funds generally or in this Portfolio particularly or the
ability of the MSCI EAFE (R) index to track general stock market performance.
Morgan Stanley is the licensor of certain trademarks, service marks and trade

B-18
<PAGE>

names of Morgan Stanley and of the MSCI EAFE (R) index which is determined,
composed and calculated by Morgan Stanley without regard to the issuer of this
Portfolio or this Portfolio. Morgan Stanley has no obligation to take the needs
of the issuer of this Portfolio or the owners of this Portfolio into
consideration in determining, composing or calculating the MSCI EAFE (R) index.
Morgan Stanley is not responsible for and has not participated in the
determination of the timing of, prices at, or quantities of this Portfolio to
be issued or in the determination or calculation of the equation by which this
Portfolio is redeemable for cash. Morgan Stanley has no obligation or liability
to owners of this Portfolio in connection with the administration, marketing or
trading of this Portfolio.

ALTHOUGH MORGAN STANLEY SHALL OBTAIN INFORMATION FOR INCLUSION IN OR FOR USE IN
THE CALCULATION OF THE INDEXES FROM SOURCES WHICH MORGAN STANLEY CONSIDERS
RELIABLE, NEITHER MORGAN STANLEY NOR ANY OTHER PARTY GUARANTEES THE ACCURACY
AND/OR THE COMPLETENESS OF THE INDEXES OR ANY DATA INCLUDED THEREIN. NEITHER
MORGAN STANLEY NOR ANY OTHER PARTY MAKES ANY WARRANTY, EXPRESS OR IMPLIED, AS
TO RESULTS TO BE OBTAINED BY LICENSEE, LICENSEE'S CUSTOMERS AND COUNTERPARTIES,
OWNERS OF THE PORTFOLIO, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE
INDEXES OR ANY DATA INCLUDED THEREIN IN CONNECTION WITH THE RIGHTS LICENSED
HEREUNDER OR FOR ANY OTHER USE. NEITHER MORGAN STANLEY NOR ANY OTHER PARTY
MAKES ANY EXPRESS OR IMPLIED WARRANTIES, AND MORGAN STANLEY HEREBY EXPRESSLY
DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE
WITH RESPECT TO THE INDEXES OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY
OF THE FOREGOING, IN NO EVENT SHALL MORGAN STANLEY OR ANY OTHER PARTY HAVE ANY
LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR ANY
OTHER DAMAGES (INCLUDING LOST PROFITS) EVEN IF NOTIFIED OF THE POSSIBILITY OF
SUCH DAMAGES. The MSCI EAFE (R) Index is the exclusive property of Morgan
Stanley. Morgan Stanley Capital International is a service mark of Morgan
Stanley and has been licensed for use by MetLife.

With respect to Frank Russell Company, the Russell 2000 Index Portfolio is not
promoted, sponsored or endorsed by, nor in any way affiliated with Frank
Russell Company. Frank Russell Company is not responsible for and has not
reviewed the Portfolio nor any associated literature or publications and Frank
Russell Company makes no representation or warranty, express or implied, as to
their accuracy, or completeness, or otherwise. Frank Russell Company reserves
the right at any time and without notice, to alter, amend, terminate or in any
way change its index. Frank Russell Company has no obligation to take the needs
of any particular fund or its participants or any other product or person into
consideration in determining, composing or calculating the index. Frank Russell
Company's publication of the index in no way suggests or implies an opinion by
Frank Russell Company as to the attractiveness or appropriateness of investment
in any or all securities upon which the index is based. FRANK RUSSELL COMPANY
MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE AS TO THE ACCURACY,
COMPLETENESS, RELIABILITY, OR OTHERWISE OF THE INDEX OR ANY DATA INCLUDED IN
THE INDEX. FRANK RUSSELL COMPANY MAKES NO REPRESENTATION OR WARRANTY REGARDING
THE USE, OR THE RESULTS OF USE, OF THE INDEX OR ANY DATA INCLUDED THEREIN, OR
ANY SECURITY (OR COMBINATION THEREOF) COMPRISING THE INDEX. FRANK RUSSELL
COMPANY MAKES NO OTHER EXPRESS OR IMPLIED WARRANTY, AND EXPRESSLY DISCLAIMS ANY
WARRANTY, OF ANY KIND, INCLUDING, WITHOUT MEANS OF LIMITATION, ANY WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE INDEX
OR ANY DATA OR ANY SECURITY (OR COMBINATION THEREOF) INCLUDED THEREIN.

FINANCIAL STATEMENTS

Copies of the annual report for the Fund for the 12 months ended December 31,
1997 and the semi-annual report for the Fund for the 6 months ended June 30,
1998 accompany this Statement of Additional Information and are incorporated by
reference, excluding the "Management Discussion and Analysis" from the June 30,
1998 semi-annual report.

B-19
<PAGE>

APPENDIX

DESCRIPTION OF CERTAIN CORPORATE BOND AND DEBENTURE RATINGS

<TABLE>
<CAPTION>
STANDARD & POOR'S RATING GROUP (S&P)
RATING MOODY'S INVESTOR SERVICE, INC. (MOODY'S) DESCRIPTION RATING DESCRIPTION
- -----------------------------------------------------------------------------------------------------------
<C> <S> <C> <C>
Aaa Bonds with this rating are judged AAA An obligation with this rating
to be of the best quality, has the highest rating assigned
carrying the smallest degree or by S&P. The obligor's capacity to
investment risk. They are meet its financial commitment on
generally referred to as "gilt the obligation is extremely
edged." Interest payments are strong.
protected by a large or by an
exceptionally stable margin and
principal is secure. While the
various protective elements are
likely to change, such changes as
can be visualized are most
unlikely to impair the
fundamentally strong position of
such issues.
- -----------------------------------------------------------------------------------------------------------
Aa Bonds with this rating are judged AA An obligation with this rating
to be of high quality by all differs from the highest
standards. Together with the Aaa obligations only in small degree.
group, they comprise what are The obligor's capacity to meet
generally known as high-grade its financial commitment on the
bonds. They are rated lower than obligation is very strong.
the best bonds because margins of
protection may not be as large as
in Aaa securities or fluctuation
of protective elements may be of
greater amplitude or there may be
other elements present which make
the long-term risks appear
somewhat greater than in Aaa
securities.
- -----------------------------------------------------------------------------------------------------------
A Bonds with this rating possess A An obligation with this rating is
many favorable investment somewhat more susceptible to the
attributes and are to be adverse effects of changes in
considered as upper-medium-grade circumstances and economic
obligations. Factors giving conditions than obligations in
security to principal and higher-rated categories. However,
interest are considered adequate, the obligor's capacity to meet
but elements may be present which its financial commitment on the
suggest a susceptibility to obligation is still strong.
impairment sometime in the
future.
- -----------------------------------------------------------------------------------------------------------
Baa Bonds with this rating are BBB An obligation with this rating
considered as medium grade exhibits adequate protection
obligations, i.e., they are parameters. However, adverse
neither highly protected nor economic conditions or change
poorly secured. Interest payments circumstances are more likely to
and principal security appear lead to weakened capacity of the
adequate for the present but obligor to meet its financial
certain protective elements may commitment on the obligation.
be lacking or may be
characteristically unreliable
over any great length of time.
Such bonds lack outstanding
investment characteristics and in
fact have speculative
characteristics as well.
- -----------------------------------------------------------------------------------------------------------
Ba Bonds with this rating are judged BB An obligation with this rating
to have speculative elements; has significant speculative
their future cannot be considered characteristics, but is less
as well-assured. Often, the vulnerable to nonpayment than
protection of interest and bonds in the lower ratings.
principal payments may be very However, it faces major ongoing
moderate, and thereby not well uncertainties or exposure to
safeguarded during both good and adverse business, financial or
bad times over the future. economic conditions which could
Uncertainty of position lead to the obligor's inadequate
characterizes bonds in this capacity to meet its financial
class. commitment on the obligation.
- -----------------------------------------------------------------------------------------------------------
B Bonds with this rating generally B An obligation with this rating is
lack characteristics of the more vulnerable to nonpayment
desirable investment. Assurance than obligations rated BB, but
of interest and principal the obligor currently has the
payments of maintenance of other capacity to meet its financial
terms of the contract of any long commitment on the obligation.
period of time may be small. Adverse business, financial or
economic conditions will likely
impair the obligator's capacity
or willingness to meet its
financial commitment on the
obligation.
</TABLE>

B-20
<PAGE>

<TABLE>
<CAPTION>
RATING MOODY'S INVESTOR SERVICE, INC. (MOODY'S) DESCRIPTION RATING STANDARD & POOR'S RATING GROUP (S&P)DESCRIPTION
- --------------------------------------------------------------------------------------------------------------------------
<C> <S> <C> <C>
Caa Bonds with this rating are of CCC An obligation with this rating is
poor standing. Such issues may be currently vulnerable to
in default or there may be nonpayment, and is dependent upon
present elements of danger with favorable business, financial,
respect to principal or interest. and economic conditions for the
obligor to meet its financial,
and economic commitment on the
obligation. In the event of
adverse business, financial or
economic conditions, the obligor
is not likely to have the
capacity to meet its financial
commitment on the obligation.
- --------------------------------------------------------------------------------------------------------------------------
Ca Bonds with this rating represent C An obligation with this rating
obligations which are speculative may be used to cover a situation
in a high degree. Such issues are where a bankruptcy petition has
often in default or have other been filed or similar action has
marked shortcomings. been taken, but payments on this
obligation are being continued.
- --------------------------------------------------------------------------------------------------------------------------
C Bonds with this rating are the D An obligation rated D is in
lowest rated class of bonds, and payment default. This rating
issues so rated can be regarded category is used when payments on
as having extremely poor an obligation are not made on the
prospects of ever attaining any date due even if the applicable
real investment standing. grace period has not expired,
unless S&P believes that such
payments will be made during such
grace period. This rating also
will be used upon the filing of a
bankruptcy petition on an
obligation are jeopardized.
- --------------------------------------------------------------------------------------------------------------------------
1 This modifier is used with Aa, A, (+)/(-) These modifiers are used with
Baa, Ba and B ratings and ratings from AA to CCC to show
indicates the bond possesses relative standing within the
strongest investment attributes rating category.
within the rating class.
- --------------------------------------------------------------------------------------------------------------------------
No Rating This might arise if: (1) an r This symbol attached to the
application for rating was not ratings of instruments with
received or accepted; (2) the significant non credit risks. It
issue or issuer belongs to a highlights risks to principal or
group of securities that are not volatility of expected returns
rated as a matter of policy; which are not addressed in the
(3) there is a lack of essential credit rating. Examples include:
data pertaining to the issue or obligations linked or indexed to
issuer; (4) the issue was equities, currencies or
privately placed in which case commodities; obligations exposed
the rating is not published in to severe prepayment risk such as
the Moody's publication; or interest only principal only
(5) the rating was suspended or mortgage securities; and
withdrawn because new and obligations with unusually risky
material circumstances arose, the interest terms, such as inverse
effects of which preclude floaters.
satisfactory analysis; there is
no longer available reasonable
up-to-date data to permit a
judgment to be formed; a bond is
called for redemption or for
other reasons.
</TABLE>

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<PAGE>

DESCRIPTION OF COMMERCIAL PAPER RATINGS

B-22