MetLife Personal IncomePlus - MetLifeiseasier.com Personal IncomePlus ... Lehman Brothers ... MetLife and the employer, plan trustee or other entity, or the certificate

MetLife Personal IncomePlus®

A Variable Income Annuity

May 1, 2005

prospectus

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Metropolitan Life Insurance CompanyNot part of the Prospectus 200 Park Avenue, New York, New York 10166

®

Income AnnuitiesAvailable:

( Non-Qualified( Qualified

A word aboutinvestment risk:An investment in any ofthese variable annuitiesinvolves investment risk.You could lose moneyyou invest. Moneyinvested is NOT:

( a bank deposit orobligation;

( federally insuredor guaranteed; or

( endorsed by anybank or otherfinancialinstitution.

April 29, 2005

MetLife Personal IncomePlusSM Annuity Contracts Issued byMetropolitan Life Insurance CompanyThis Prospectus describes group non-qualified and qualified MetLife Personal IncomePlus variable income annuities (‘‘IncomeAnnuities’’).

Income annuities are purchased to produce a predictable source of income. There isno accumulation of cash value in an income annuity. Although certain purchasers maymake withdrawals of all or part of the value of future income payments, this Income

Annuity is not designed for those seeking to accumulate cash values for future withdrawal.The investment choices available to allocate your purchase payment for the Income Annuityare listed in this Prospectus. Your choices may include the Fixed Income Option (notdescribed in this Prospectus) and investment divisions available through Metropolitan LifeSeparate Account E which, in turn, invest in the following corresponding Portfolios of theMetropolitan Series Fund, Inc. (‘‘Metropolitan Fund’’), Portfolios of the Met Investors SeriesTrust (‘‘Met Investors Fund’’) and funds of the American Funds Insurance Series(‘‘American Funds’’). For convenience, the portfolios and the funds are referred to asPortfolios in this Prospectus.

Salomon Brothers U.S. Government Met/AIM Mid Cap Core EquityBlackRock Bond Income (formerly State Street MetLife Mid Cap Stock IndexResearch Bond Income) FI International StockLehman Brothers˛ Aggregate Bond Index Harris Oakmark InternationalPIMCO Total Return MFS Research InternationalSalomon Brothers Strategic Bond Opportunities Morgan Stanley EAFE˛ IndexLord Abbett Bond Debenture Oppenheimer Global Equity (formerly ScudderBlackRock Diversified (formerly State Street Global Equity)Research Diversified) American Funds GrowthMFS Total Return BlackRock Legacy Large Cap Growth (formerlyNeuberger Berman Real Estate State Street Research Large Cap Growth)American Funds Growth-Income Janus Aggressive GrowthBlackRock Large Cap Value (formerly State Jennison Growth (formerly Met/PutnamStreet Research Large Cap Value) Voyager)Davis Venture Value Oppenheimer Capital AppreciationFI Value Leaders T. Rowe Price Large Cap GrowthHarris Oakmark Large Cap Value Loomis Sayles Small CapHarris Oakmark Focused Value Russell 2000˛ IndexNeuberger Berman Mid Cap Value (formerly BlackRock Aggressive Growth (formerly StateNeuberger Berman Partners Mid Cap Value) Street Research Aggressive Growth)BlackRock Investment Trust (formerly State Street T. Rowe Price Mid-Cap GrowthResearch Investment Trust) Franklin Templeton Small Cap GrowthMetLife Stock Index Met/AIM Small Cap GrowthMFS Investors Trust T. Rowe Price Small Cap GrowthBlackRock Strategic Value (formerly State Street American Funds Global Small CapitalizationResearch Aurora) RCM Global Technology (formerly PIMCO PEAFI Mid Cap Opportunities Innovation)

Income Allocation PortfoliosMetLife Conservative Allocation MetLife Moderate to Aggressive AllocationMetLife Conservative to Moderate Allocation MetLife Aggressive AllocationMetLife Moderate Allocation

How to learn more:Before investing, read this Prospectus. The Prospectus contains information about the IncomeAnnuities and Metropolitan Life Separate Account E which you should know before investing.Keep this Prospectus for future reference. For more information, request a copy of theStatement of Additional Information (‘‘SAI’’), dated April 29, 2005. The SAI is considered partof this Prospectus as though it were included in the Prospectus. The Table of Contents of theSAI appears on page 67 of this Prospectus.To request a free copy of the SAI or to ask questionsabout the Income Annuity, write or call:Metropolitan Life Insurance CompanyAttn: MetLife Personal IncomePlusP.O. Box 14660Lexington, KY 40512-4660Toll Free Phone: (866) 438-6477

The Securities and Exchange Commission has a Web site (http://www.sec.gov) which you mayvisit to view this Prospectus, SAI and other information. The Securities and ExchangeCommission has not approved or disapproved these securities or determined if this Prospectusis truthful or complete. Any representation otherwise is a criminal offense.This Prospectus is not valid unless attached to the current Metropolitan Fund, Met InvestorsFund and American Funds prospectuses which are attached to the back of this Prospectus.You should also read these Prospectuses carefully before purchasing an Income Annuity.

Important Terms You Should Know ************************ 4TABLE OF CONTENTSTable of Expenses ****************************************** 6

Annuity Unit Values Table********************************** 12

MetLife ***************************************************** 27

Metropolitan Life Separate Account E ********************** 27

Variable Annuities ***************************************** 27

Your Investment Choices *********************************** 29

Income Annuities******************************************* 33

Income Payment Types************************************* 34

Withdrawal Option***************************************** 36

Requesting a Withdrawal ********************************* 37

Death Benefit ********************************************* 38

Minimum Purchase Payment ******************************** 38

The Value of Your Income Payments ************************* 39

Reallocation Privilege ************************************** 41

Contract Fee ********************************************** 46

Charges ************************************************** 46

Insurance-Related or Separate Account Charge ************* 46

Investment-Related Charge ******************************* 47

Withdrawal Processing Fee ******************************* 47

Premium and Other Taxes********************************** 47

Free Look ************************************************ 48

General Information *************************************** 48

Administration ******************************************** 48

Purchase Payments ************************************** 48

Confirming Transactions ********************************* 49

Processing Transactions********************************** 49

By Telephone ***************************************** 49

After Your Death*************************************** 50

Third Party Requests ********************************** 50

Valuation — Suspension of Payments********************* 50

Advertising Performance *********************************** 51

Changes to Your Income Annuity **************************** 53

Voting Rights ********************************************* 53

Who Sells the Income Annuities ***************************** 54

Certain Payments We Receive or Make with Regard to thePortfolios ********************************************* 55

Financial Statements ************************************** 56

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Your Spouse’s Rights*************************************** 57

When We Can Cancel Your Income Annuity******************* 57

Income Taxes ********************************************** 57

Legal Proceedings****************************************** 65

Appendix for Premium Tax Table ************************** 66

Table of Contents for the Statement of AdditionalInformation ********************************************** 67

MetLife does not intend to offer the Income Annuities anywhere they maynot lawfully be offered and sold. MetLife has not authorized anyinformation or representations about the Income Annuities other than theinformation in this Prospectus, the attached prospectuses, supplements to theprospectuses or any supplemental sales material we authorize.

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Important Terms You Should Know

Annuity Purchase RateThe annuity purchase rate is the dollar amount you would need topurchase an Income Annuity paying $1 per payment period. For example,if it would cost $50 to buy an annuity that pays you $1 a month for therest of your life, then the annuity purchase rate for that life incomeannuity is $50. The annuity purchase rate is a component in determiningthe number of annuity units credited to you with your purchase payment.(The other component is the amount of the purchase payment.) Theannuity purchase rate is based on the annuity income payment type youpurchase (which may include a withdrawal option), your age, sex,number of payments remaining and the Assumed Investment Return forvariable income payments or an interest rate determined by MetLife forfixed income payments. Each time you request a reallocation between theFixed Income Option and the investment divisions of the SeparateAccount or request a withdrawal (if your Income Annuity has thisfeature), the annuity purchase rate is reset to reflect any changes inthese components. The reset annuity purchase rate represents theassumed investment return or interest rate and your age, sex andnumber of payments remaining as if you were purchasing the sameannuity contract on the date of the reallocation or withdrawal.

Annuity Unit ValueWith an Income Annuity, the money paid-in or reallocated into aninvestment division of the Separate Account is held in the form ofannuity units. Annuity units are established for each investmentdivision. We determine the value of these annuity units at the close ofthe Exchange each day the Exchange is open for regular trading. TheExchange usually closes at 4 p.m. Eastern Time but may close earlieror later. The values increase or decrease based on the investmentperformance of the corresponding underlying Portfolios.

Assumed Investment Return (AIR)Under an Income Annuity, the AIR is the assumed percentage rate ofreturn used to determine the amount of the first variable incomepayment. The AIR is also the benchmark that is used to calculate theinvestment performance of a given investment division to determine allsubsequent payments to you. You choose the AIR at application. Thedecision is irrevocable. The AIR may range from 3% to 6%.

ContractA Contract is the legal agreement between you and MetLife or betweenMetLife and the employer, plan trustee or other entity, or the certificateissued to you under a group annuity contract. You as the participant orannuitant receive a certificate under the Contract. This document

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contains relevant provisions of your Income Annuity. MetLife issuesContracts for each of the annuities described in this Prospectus.

ExchangeIn this Prospectus, the New York Stock Exchange is referred to asthe ‘‘Exchange’’.

Investment DivisionInvestment divisions are subdivisions of the Separate Account. Whenyou allocate a purchase payment or make reallocations of your incomepayment to an investment division, the investment division purchasesshares of a Portfolio (with the same name) within the MetropolitanFund, Met Investors Fund or American Funds.

MetLifeMetLife is Metropolitan Life Insurance Company, which is thecompany that issues the Income Annuities. Throughout thisProspectus, MetLife is also referred to as ‘‘we,’’ ‘‘us’’ or ‘‘our.’’

MetLife Designated OfficeThe MetLife Designated Office is the MetLife office that will generallyhandle the administration of your Income Annuity. Your paymentstatement and/or check stub will indicate the address of your MetLifeDesignated Office. The telephone number to call to initiate a request is1-866-438-6477.

Separate AccountA separate account is an investment account. All assets contributed toinvestment divisions under the Income Annuities are pooled in theSeparate Account and maintained for the benefit of investors in theIncome Annuities.

Variable Annuity

An annuity in which income payments are based upon theperformance of investments such as stocks and bonds held by one ormore underlying Portfolios. You assume the investment risk for anyamounts allocated to the investment divisions in a variable annuity.

You

In this Prospectus, depending on the context, ‘‘you’’ may mean eitherthe purchaser of the Income Annuity or the annuitant for whom moneyis invested under group arrangements.

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TABLE OF EXPENSES — METL I FE PERSONAL INCOMEPLUS INCOME ANNUIT I ES

The following tables describe the expenses you will pay when you buy, hold or withdraw amounts from your Income Annuity. The first table describes charges you will pay at the time you purchase the Income Annuity,make withdrawals from your Income Annuity or make reallocations between the investment divisions of your

Income Annuity. The tables do not show premium and other taxes which may apply. There are no fees for the FixedIncome Option.

Contract Owner Transaction ExpensesSales Load Imposed on Purchase Payments ************************************************* NoneWithdrawal Processing Fee (1) ****************************************************$95 for each withdrawalReallocation Fee (2) *************************************************************Current Charge: None

Maximum Guaranteed Charge: $301 Subject to MetLife’s underwriting requirements, we may make available a withdrawal option under your Income Annuity. If the withdrawal option is

available under your Income Annuity, you can choose to add a withdrawal option that permits you to withdraw amounts from your annuity. This option isdescribed in more detail later in this Prospectus. Choosing this option will typically result in lower income payments than if this feature had not been chosen.

2 We reserve the right to limit reallocations as described later in this Prospectus. We reserve the right to impose a reallocation fee. The amount of this feewill be no greater than $30 per reallocation.

The second table describes the fees and expenses that you will bear periodically during the time you hold the IncomeAnnuity, but does not include fees and expenses for the Portfolios.

Separate Account Charge (as a percentage of your average account value) (3)General Administrative Expenses Charge********************************************************* .20%Mortality and Expense Risk Charge************************************************************ .75%Total Separate Account Annual Charge************************************** Maximum Guaranteed Charge: .95%

3 Pursuant to the terms of the Contract, our total Separate Account Charge will not exceed .95% of the amount of underlying portfolio shares we havedesignated in the investment divisions to generate your income payments for the Income Annuities. For purposes of presentation here, we estimated theallocation between general administrative expenses and the mortality and expense risk charge. The rate that applies may be less than the maximumrate, as described in more detail later in this Prospectus. If the Income Annuity is purchased directly from MetLife, the rate that applies also may be lessthan the maximum rate depending on the level of distribution assistance provided to us by your employer, association or group. The levels depend onvarious factors pertaining to the amount of access we are given to potential purchasers. The rate that applies is stated in your Income Annuity.

The third table shows the minimum and maximum total operating expenses charged by the Portfolios, as well as theoperating expenses for each Portfolio, that you may bear periodically while you hold the Income Annuity. All of thePortfolios listed below are Class A except for the Portfolios of the American Funds, which are Class 2 Portfolios. Moredetails concerning the Metropolitan Fund, the Met Investors Fund and the American Funds fees and expenses arecontained in their respective prospectuses.Total Annual Metropolitan Fund, Met Investors Fund and American Funds Minimum Maximum

Operating Expenses for the fiscal year ending December 31, 2004 (expenses that are deducted from these Funds’ assetsinclude management fees, distribution fees (12b-1 fees) and other expenses) ******************************* 0.30% 1.15%

After Waiver and/or Reimbursement of Expenses (4)(5)************************************** 0.29% 1.15%4 Met Investors Advisory LLC (‘‘MetLife Investors’’) and Met Investors Fund have entered into an Expense Limitation Agreement under

which Met Investors Fund has agreed to waive or limit its fees and to assume other expenses so that the total annual expenses of eachPortfolio (other than interest, taxes, brokerage commissions, other expenditures which are capitalized in accordance with generallyaccepted accounting principles and other extraordinary expenses not incurred in the ordinary course of each Portfolio’s business) willnot exceed, at any time prior to April 30, 2006, the following percentages: 1.10% for the Harris Oakmark International Portfolio,.90% for the Janus Aggressive Growth Portfolio, .90% for the Met/AIM Mid Cap Core Equity Portfolio, 1.05% for the Met/AIM SmallCap Growth Portfolio, 1.00% for the MFS Research International Portfolio, .90% for the Neuberger Berman Real Estate Portfolio, .75%for the Oppenheimer Capital Appreciation Portfolio, 1.10% for the RCM Global Technology Portfolio and .90% for the T. Rowe PriceMid-Cap Growth Portfolio. Due to a waiver not shown in the table, the Oppenheimer Capital Appreciation Portfolio actual total netexpenses were 0.68% for the year ended December 31, 2004. Under certain circumstances, any fees waived or expenses reimbursedby MetLife Investors may, with the approval of the Trust’s Board of Trustee, be repaid by the applicable Portfolio to MetLife Investors.Expenses for the MFS Research International Portfolio have been restated to reflect the terms of the Expense Limitation Agreement.Expenses for the Janus Aggressive Growth Portfolio, the Lord Abbett Bond Debenture Portfolio and the RCM Global TechnologyPortfolio have been restated to reflect management fee reductions that became effective May 1, 2005. The effect of such waiver andreimbursement is that performance results are increased. See the attached prospectus for the Met Investors Fund for more informationabout the agreement to waive or limit fees and to assume other expenses between MetLife Investors and the Met Investors Fund.

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TABLE OF EXPENSES ( con t i nued )

5 Pursuant to an Expense Agreement, MetLife Advisers, LLC (‘‘MetLife Advisers’’) has agreed to waive its investment management fee or payoperating expenses (exclusive of brokerage costs, interest, taxes and extraordinary expenses, underlying Portfolio investment managementfees and expenses) as necessary to limit the total of such expenses to the annual percentage of average daily net assets of the followingPortfolios as indicated:

Portfolio Percentage

Franklin Templeton Small Cap Growth Portfolio 1.15MFS Investors Trust Portfolio 1.00BlackRock Large Cap Value Portfolio 0.95MetLife Conservative Allocation Portfolio 0.10MetLife Conservative to Moderate Allocation Portfolio 0.10MetLife Moderate Allocation Portfolio 0.10MetLife Moderate to Aggressive Allocation Portfolio 0.10MetLife Aggressive Allocation Portfolio 0.10

This waiver or agreement to pay is subject to the obligation of each class of the Portfolio separately to repay MetLife Advisers suchexpenses in future years, if any, when the Portfolio’s class’s expenses fall below the above percentages if certain conditions are met.The agreement may be terminated at any time after April 30, 2006. The effect of such waiver and reimbursement is that performanceresults are increased.MetLife Advisers has also agreed to waive a portion of its investment management fee until at least April 30, 2006 for the followingPortfolios in the percentage amounts specified below:


Loomis Sayles Small Cap Portfolio 0.05% on all assetsLehman Brothers» Aggregate Bond Index Portfolio 0.006% on all assetsMetLife Stock Index Portfolio 0.007% on all assetsMetLife Mid Cap Stock Index Portfolio 0.007% on all assetsRussell 2000» Index Portfolio 0.007% on all assetsMorgan Stanley EAFE» Index Portfolio 0.007% on all assetsBlackRock Bond Income Portfolio 0.025% on assets in excess of $1 billion and

less than $2 billionT. Rowe Price Large Cap Growth Portfolio 0.015% on the first $50 million of assets

The effect of such waiver is that performance results are increased. See the attached prospectus for the Metropolitan Fund for moreinformation about the agreement to waive or limit fees and to assume other expenses between MetLife Advisers and the Metropolitan Fund.

B A+B=C C–D=EA OTHER EXPENSES TOTAL EXPENSES D TOTAL EXPENSESMetropolitan Fund Annual Expenses

MANAGEMENT BEFORE BEFORE WAIVER/ WAIVER/ AFTER WAIVER/for fiscal year ending December 31, 2004 (as a percentage of average net assets)(7) FEES REIMBURSEMENT REIMBURSEMENT REIMBURSEMENT REIMBURSEMENT

Salomon Brothers U.S. Government Portfolio **************** 0.55 0.09 0.64 0.00 0.64BlackRock Bond Income Portfolio (5)(6)(9)(16)*************** 0.40 0.06 0.46 0.00 0.46Lehman Brothers» Aggregate Bond Index Portfolio (5)********** 0.25 0.07 0.32 0.01 0.31Salomon Brothers Strategic Bond Opportunities Portfolio ********* 0.65 0.12 0.77 0.00 0.77BlackRock Diversified Portfolio (6)(16) ******************** 0.44 0.06 0.50 0.00 0.50MFS Total Return Portfolio **************************** 0.50 0.14 0.64 0.00 0.64BlackRock Large Cap Value Portfolio (5)(6)(16) ************** 0.70 0.23 0.93 0.00 0.93Davis Venture Value Portfolio (6)************************ 0.72 0.06 0.78 0.00 0.78FI Value Leaders Portfolio (6)************************** 0.66 0.08 0.74 0.00 0.74Harris Oakmark Large Cap Value Portfolio (6) *************** 0.73 0.06 0.79 0.00 0.79Harris Oakmark Focused Value Portfolio (6)***************** 0.73 0.05 0.78 0.00 0.78Neuberger Berman Mid Cap Value Portfolio (6)*************** 0.68 0.08 0.76 0.00 0.76BlackRock Investment Trust Portfolio (6)(16) **************** 0.49 0.05 0.54 0.00 0.54MetLife Stock Index Portfolio (5)************************ 0.25 0.05 0.30 0.01 0.29MFS Investors Trust Portfolio (5)(12) ********************* 0.75 0.22 0.97 0.00 0.97BlackRock Strategic Value Portfolio (6)(16) ***************** 0.83 0.06 0.89 0.00 0.89

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B A+B=C C–D=EA OTHER EXPENSES TOTAL EXPENSES D TOTAL EXPENSESMetropolitan Fund Annual Expenses


FI Mid Cap Opportunities Portfolio (6)(13)****************** 0.68 0.07 0.75 0.00 0.75MetLife Mid Cap Stock Index Portfolio (5) ****************** 0.25 0.10 0.35 0.01 0.34FI International Stock Portfolio (6)(14) ******************** 0.86 0.22 1.08 0.00 1.08Morgan Stanley EAFE» Index Portfolio (5)****************** 0.30 0.29 0.59 0.01 0.58Oppenheimer Global Equity Portfolio (6)(18) **************** 0.62 0.19 0.81 0.00 0.81BlackRock Legacy Large Cap Growth Portfolio (6)(16) ********** 0.74 0.06 0.80 0.00 0.80Jennison Growth Portfolio (6)(17) *********************** 0.65 0.06 0.71 0.00 0.71T. Rowe Price Large Cap Growth Portfolio (5)(6)************** 0.62 0.12 0.74 0.00 0.74Loomis Sayles Small Cap Portfolio (5)(6)******************* 0.90 0.08 0.98 0.05 0.93Russell 2000» Index Portfolio (5) *********************** 0.25 0.12 0.37 0.01 0.36BlackRock Aggressive Growth Portfolio (6)(16) *************** 0.73 0.06 0.79 0.00 0.79Franklin Templeton Small Cap Growth Portfolio (5)(6) ********** 0.90 0.25 1.15 0.00 1.15T. Rowe Price Small Cap Growth Portfolio (6)**************** 0.52 0.08 0.60 0.00 0.60

TOTAL EXPENSES FORC A+B+C=D D–E=F TOTAL EXPENSES THE PORTFOLIO AND

A B OTHER EXPENSES TOTAL EXPENSES E TOTAL EXPENSES AFTER WAIVER/ UNDERLYING PORTFOLIOSMANAGEMENT 12b-1 BEFORE BEFORE WAIVER/ WAIVER/ AFTER WAIVER/ REIMBURSEMENT FOR AFTER WAIVER/

Income Allocation Portfolios FEES FEES REIMBURSEMENT REIMBURSEMENT REIMBURSEMENT REIMBURSEMENT UNDERLYING PORTFOLIOS REIMBURSEMENT

MetLife Conservative AllocationPortfolio (5)(20)*************** 0.10 0.00 0.25 0.35 0.25 0.10 0.65 0.75

MetLife Conservative to ModerateAllocation Portfolio (5)(20) ******** 0.10 0.00 0.08 0.18 0.08 0.10 0.67 0.77

MetLife Moderate AllocationPortfolio (5)(20)*************** 0.10 0.00 0.05 0.15 0.05 0.10 0.69 0.79

MetLife Moderate to Aggressive AllocationPortfolio (5)(20)*************** 0.10 0.00 0.06 0.16 0.06 0.10 0.72 0.82

MetLife Aggressive AllocationPortfolio (5)(20)*************** 0.10 0.00 0.19 0.29 0.19 0.10 0.74 0.84

Met Investors Fund Annual Expenses B A+B=C C–D=EA OTHER EXPENSES TOTAL EXPENSES D TOTAL EXPENSESfor fiscal year ending December 31, 2004

MANAGEMENT BEFORE BEFORE WAIVER/ WAIVER/ AFTER WAIVER/(as a percentage of average net assets)FEES REIMBURSEMENT REIMBURSEMENT REIMBURSEMENT REIMBURSEMENT

PIMCO Total Return Portfolio*************************** 0.50 0.07 0.57 0.00 0.57Lord Abbett Bond Debenture Portfolio (4)(6)(9) ************** 0.52 0.06 0.58 0.00 0.58Neuberger Berman Real Estate Portfolio (4)(6) *************** 0.70 0.14 0.84 0.00 0.84Met/AIM Mid Cap Core Equity Portfolio (4)(6)(15) ************ 0.73 0.12 0.85 0.00 0.85Harris Oakmark International Portfolio (4)(6)(15) ************* 0.84 0.20 1.04 0.00 1.04MFS Research International Portfolio (4)(6)(15)*************** 0.77 0.29 1.06 0.00 1.06Janus Aggressive Growth Portfolio (4)(6)(11)(15) ************* 0.68 0.14 0.82 0.00 0.82

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B A+B=C C–D=EA OTHER EXPENSES TOTAL EXPENSES D TOTAL EXPENSESMet Investors Fund Annual Expenses


Oppenheimer Capital Appreciation Portfolio (4)(6) ************* 0.60 0.09 0.69 0.00 0.69T. Rowe Price Mid-Cap Growth Portfolio (4)(10(15) ************ 0.75 0.15 0.90 0.00 0.90Met/AIM Small Cap Growth Portfolio (4)(6)(15) ************** 0.90 0.13 1.03 0.00 1.03RCM Global Technology Portfolio (4)(6)(19) ***************** 0.90 0.01 0.91 0.00 0.91

C A+B+C=D D–E=FAmerican Funds Class 2 Annual ExpensesA B OTHER EXPENSES TOTAL EXPENSES E TOTAL EXPENSESfor fiscal year ending December 31, 2004

MANAGEMENT 12b-1 BEFORE BEFORE WAIVER/ WAIVER/ AFTER WAIVER/(as a percentage of average net assets) (6)(7)(8) FEES FEES REIMBURSEMENT REIMBURSEMENT REIMBURSEMENT REIMBURSEMENT

American Funds Growth-Income Portfolio ***************** 0.29 0.25 0.02 0.56 0.00 0.56American Funds Growth Portfolio ********************** 0.35 0.25 0.01 0.61 0.00 0.61American Funds Global Small Capitalization Portfolio********** 0.77 0.25 0.04 1.06 0.00 1.06

6 Each Portfolio’s management fee decreases when its assets grow to certain dollar amounts. The ‘‘break point’’ dollar amounts atwhich the management fee declines are more fully explained in the prospectus and Statement of Additional Information for eachrespective Fund.

7 Certain Metropolitan Fund sub-investment managers directed certain Portfolio trades to brokers who paid a portion of the Portfolio’sexpenses. The expense information for the Metropolitan Fund Portfolios does not reflect these reductions or credits. See the Fund’sprospectus for more information. The tables do not reflect any voluntary waiver of investment management fees for any of thePortfolios. See the SAI for more information.

8 The American Funds has adopted a Distribution Plan under Rule 12b-1 of the Investment Company Act of 1940. The Distribution Planis described in more detail in the Fund’s prospectus. We are paid the Rule 12b-1 fee in connection with the Class 2 shares of theAmerican Funds.

9 On April 29, 2002, the State Street Research Income Portfolio of the Metropolitan Fund was merged into the State Street ResearchBond Income Portfolio of the New England Zenith Fund and the Loomis Sayles High Yield Bond Portfolio of the Metropolitan Fund wasmerged into the Lord Abbett Bond Debenture Portfolio of the Met Investors Fund.

10 On January 1, 2003, T. Rowe Price Associates Inc. became the sub-investment manager for the MFS Mid Cap Growth Portfolio whichchanged its name to T. Rowe Price Mid-Cap Growth Portfolio.

11 On April 28, 2003, the Janus Growth Portfolio of the Metropolitan Fund was merged into the Janus Aggressive Growth Portfolio ofthe Met Investors Fund.

12 Prior to the opening of business on May 3, 2004, the MFS Research Managers Portfolio of the Metropolitan Fund was merged into theMFS Investors Trust Portfolio of the Metropolitan Fund.

13 Prior to the opening of business on May 3, 2004, the FI Mid Cap Opportunities Portfolio was merged into the Janus Mid Cap Portfolioand Fidelity Management & Research Company became the sub-investment manager for the Portfolio which changed its name to FIMid Cap Opportunities Portfolio.

14 On December 16, 2003, Fidelity Research & Management Company became the sub-investment manager for the Putnam InternationalStock Portfolio which changed its name to FI International Stock Portfolio.

15 Fees waived or expenses reimbursed by the investment manager of these Portfolios in prior years were repaid in the last fiscal yearto the investment manager by these Portfolios with the approval of the Fund’s Board of Trustees. These amounts are included in the‘‘Other Expenses Before Reimbursement’’ column. The amounts per Portfolio are:


T. Rowe Price Mid-Cap Growth Portfolio 0.07Harris Oakmark International Portfolio 0.01Janus Aggressive Growth Portfolio 0.05Met/AIM Mid Cap Core Equity Portfolio 0.02Met/AIM Small Cap Growth Portfolio 0.01MFS Research International Portfolio 0.12

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16 Effective January 31, 2005, BlackRock Advisors, Inc. became the sub-investment manager for the State Street Research Bond IncomePortfolio, the State Street Research Diversified Portfolio, the State Street Research Large Cap Value Portfolio, the State Street ResearchInvestment Trust Portfolio, the State Street Research Large Cap Growth Portfolio, the State Street Research Aggressive Growth Portfolioand the State Street Research Aurora Portfolio, which changed their names as shown in the following table:

Prior Portfolio Name New Portfolio Name

State Street Research Aggressive Growth Portfolio BlackRock Aggressive Growth PortfolioState Street Research Aurora Portfolio BlackRock Strategic Value PortfolioState Street Research Bond Income Portfolio BlackRock Bond Income PortfolioState Street Research Diversified Portfolio BlackRock Diversified PortfolioState Street Research Investment Trust Portfolio BlackRock Investment Trust PortfolioState Street Research Large Cap Growth Portfolio BlackRock Legacy Large Cap Growth PortfolioState Street Research Large Cap Value Portfolio BlackRock Large Cap Value Portfolio

17 Prior to the opening of business on May 2, 2005, the Met/Putnam Voyager Portfolio of the Metropolitan Fund was merged into theJennison Growth Portfolio of the Metropolitan Fund.

18 On May 1, 2005, OppenheimerFunds, Inc. became the sub-investment manager for the Scudder Global Equity Portfolio whichchanged its name to Oppenheimer Global Equity Portfolio.

19 On January 15, 2005, RCM Capital Management LLC became the sub-investment manager for the PIMCO PEA Innovation Portfoliowhich changed its name to RCM Global Technology Portfolio.

20 These Portfolios are ‘‘fund of funds’’ Portfolios that invest substantially all of their assets in other Portfolios of the Metropolitan Fundor the Met Investors Fund. Because these Portfolios invest in other underlying Portfolios, each of these Portfolios also will bear its prorata portion of the operating expenses of the underlying Portfolios in which it invests, including the investment management fee. ThesePortfolios will begin operations on or about May 1, 2005. The expense information in the fee table is an estimate of the Portfolios’expenses through December 31, 2005. The total expenses after waiver/reimbursement for underlying Portfolios includes the estimatedexpenses of the underlying Portfolios (after applicable fee waivers and expense reimbursements) as of the date of this prospectus. Theestimated total annual operating expenses of the Portfolios (before applicable fee waivers and expense reimbursements), including theweighted average of the total operating expenses of the underlying Portfolios (before applicable fee waivers and reimbursements) asof the date of this prospectus are: 1.00% for the MetLife Conservative Allocation Portfolio, 0.85% for the MetLife Conservative toModerate Allocation Portfolio; 0.85% for the MetLife Moderate Allocation Portfolio, 0.88% for the MetLife Moderate to AggressiveAllocation Portfolio, and 1.04% for the MetLife Aggressive Allocation Portfolio. Contract owners may be able to realize loweraggregate expenses by investing directly in the underlying Portfolios instead of investing in the Portfolios. A contract owner whochooses to invest directly in the underlying Portfolios would not, however, receive the income allocation services provided by MetLifeAdvisers.

10


Examples

The example is intended to help you compare the cost of investing in the Income Annuities with the cost ofinvesting in other variable annuity contracts. These costs include the contract owner transaction expenses(described in the first table), the Separate Account and other costs you bear while you hold the Income Annuity

(described in the second table) and the Portfolios and expenses (described in the third table).

ExampleThis example shows the dollar amount of expenses that you would bear directly or indirectly on a $10,000 investment foran Income Annuity for the time periods indicated. Your actual costs may be higher or lower.

Assumptions:

( there was no allocation to the Fixed Income Option;

( reimbursement and/or waiver of expenses was not in effect;

( you bear the minimum or maximum fees and expenses of any of the Portfolios;

( there is a maximum Separate Account charge of 0.95%;

( no withdrawals have been taken;

( the underlying Portfolio earns a 5% annual return; and

( the AIR is 3%.1 3 5 10

YEAR YEARS YEARS YEARS

Maximum ***************************************************** $206 $592 $941 $1,638Minimum ***************************************************** $123 $357 $571 $1,014

11

A N N U I T Y U N I T V A L U E S F O R E A C H I N V E S T M E N T D I V I S I O N

(For an annuity unit outstanding throughout the period)

T hese tables and bar charts show fluctuations in the Annuity Unit Values for each investment division from yearend to year end for two variations of the Income Annuity. The information in this table has been derived fromthe Separate Account’s full financial statements or other reports (such as the annual report). The first tableand charts show the Income Annuity with the maximum guaranteed Separate Account charge of .95% and anAIR of 3% and the second table and charts show the Income Annuity with the minimum Separate Accountcharge of .75% with an AIR of 3%. Tables with annuity unit values for Income Annuities with Separate Accountcharges other than the maximum and other AIRs appears in the SAI, which is available upon request withoutcharge by calling 1-866-438-6477.

BEGINNING NUMBER OFOF YEAR END OF YEAR ANNUITY UNITSANNUITY ANNUITY END OF YEAR

TABLE I AND BAR CHART I (3% AIR; .95% Separate Account charge) YEAR UNIT VALUE UNIT VALUE (IN THOUSANDS)

Salomon Brothers U.S. Government Division (a) ******************** 2004 $10.03 $ 9.94 02003 10.00 10.03 0$0 $10 $20 $30 $40 $50 $60 $70 $80 $90

20032004

Year End Annuity Unit Value

BlackRock Bond Income Division (a)**************************** 2004 10.08 10.12 02003 10.00 10.08 0$0 $10 $20 $30 $40 $50 $60 $70 $80 $90

20032004


Lehman Brothers@ Aggregate Bond Division (a) ******************** 2004 10.05 10.06 02003 10.00 10.05 0$0 $10 $20 $30 $40 $50 $60 $70 $80 $90

20032004


PIMCO Total Return Division (a) ****************************** 2004 10.07 10.20 02003 10.00 10.07 0$0 $10 $20 $30 $40 $50 $60 $70 $80 $90

20032004


Salomon Brothers Strategic Bond Opportunities Division (a) ************* 2004 10.15 10.41 02003 9.99 10.15 0$0 $10 $20 $30 $40 $50 $60 $70 $80 $90

20032004


12

A N N U I T Y U N I T V A L U E S ( c o n t i n u e d )




Lord Abbett Bond Debenture Division (a) ************************ 2004 $10.28 $10.72 02003 9.95 10.28 0$0 $10 $20 $30 $40 $50 $60 $70 $80 $90

20032004


BlackRock Diversified Division (a) ***************************** 2004 10.34 10.79 02003 9.87 10.34 0$0 $10 $20 $30 $40 $50 $60 $70 $80 $90

20032004


MFS Total Return Division (b) ******************************** 2004 10.00 10.75 0

$0 $10 $20 $30 $40 $50 $60 $70 $80 $90

2004


Neuberger Berman Real Estate Division (b) *********************** 2004 10.00 2.09 0

$0 $10 $20 $30 $40 $50 $60 $70 $80 $90

2004


American Funds Growth-Income Division (a)*********************** 2004 10.58 11.23 02003 9.81 10.58 0$0 $10 $20 $30 $40 $50 $60 $70 $80 $90

20032004


BlackRock Large Cap Value Division (b) ************************* 2004 10.00 10.96 0

$0 $10 $20 $30 $40 $50 $60 $70 $80 $90

2004


13





Davis Venture Value Division (a) ****************************** 2004 $10.66 $11.52 02003 9.84 10.66 0$0 $10 $20 $30 $40 $50 $60 $70 $80 $90

20032004


FI Value Leaders Division (b) ******************************** 2004 10.00 11.21 0

$0 $10 $20 $30 $40 $50 $60 $70 $80 $90

2004


Harris Oakmark Large Cap Value Division (a) ********************* 2004 10.58 11.33 02003 9.88 10.58 0$0 $10 $20 $30 $40 $50 $60 $70 $80 $90

20032004


Harris Oakmark Focused Value Division (a) *********************** 2004 10.81 11.42 02003 9.86 10.81 0$0 $10 $20 $30 $40 $50 $60 $70 $80 $90

20032004


Neuberger Berman Mid Cap Value Division (a)********************* 2004 10.61 12.54 02003 9.82 10.61 0$0 $10 $20 $30 $40 $50 $60 $70 $80 $90

20032004


BlackRock Investment Trust Division (a) ************************* 2004 10.49 11.19 02003 9.79 10.49 0$0 $10 $20 $30 $40 $50 $60 $70 $80 $90

20032004


14





MetLife Stock Index Division (a) ****************************** 2004 $10.54 $11.21 02003 9.82 10.54 0$0 $10 $20 $30 $40 $50 $60 $70 $80 $90

20032004


MFS Investors Trust Division (a) ****************************** 2004 10.52 11.27 02003 9.88 10.52 0$0 $10 $20 $30 $40 $50 $60 $70 $80 $90

20032004


BlackRock Strategic Value Division (a) ************************** 2004 10.91 12.11 02003 9.70 10.91 0$0 $10 $20 $30 $40 $50 $60 $70 $80 $90

20032004


FI Mid Cap Opportunities Division (a)*************************** 2004 10.27 11.58 02003 9.80 10.27 0$0 $10 $20 $30 $40 $50 $60 $70 $80 $90

20032004


Met/AIM Mid Cap Core Equity Division (b) *********************** 2004 10.00 10.74 0

$0 $10 $20 $30 $40 $50 $60 $70 $80 $90

2004


MetLife Mid Cap Stock Index Division (a) ************************ 2004 10.44 11.66 02003 9.79 10.44 0$0 $10 $20 $30 $40 $50 $60 $70 $80 $90

20032004


15





FI International Stock Division (a) ***************************** 2004 $10.81 $12.29 02003 10.00 10.81 0$0 $10 $20 $30 $40 $50 $60 $70 $80 $90

20032004


Harris Oakmark International Division (b) ************************ 2004 10.00 11.47 0

$0 $10 $20 $30 $40 $50 $60 $70 $80 $90

2004


MFS Research International Division (a) ************************* 2004 10.90 12.55 02003 9.98 10.90 0$0 $10 $20 $30 $40 $50 $60 $70 $80 $90

20032004


Morgan Stanley EAFE@ Index Division (a) ************************ 2004 10.93 12.57 02003 9.95 10.93 0$0 $10 $20 $30 $40 $50 $60 $70 $80 $90

20032004


Oppenheimer Global Equity Division (a) ************************* 2004 10.79 12.08 02003 9.94 10.79 0$0 $10 $20 $30 $40 $50 $60 $70 $80 $90

20032004


American Funds Growth Division (a)**************************** 2004 10.41 11.26 02003 9.80 10.41 0$0 $10 $20 $30 $40 $50 $60 $70 $80 $90

20032004


16





BlackRock Legacy Large Cap Growth Division (b) ******************* 2004 $10.00 $10.89 0

$0 $10 $20 $30 $40 $50 $60 $70 $80 $90

2004


Janus Aggressive Growth Division (a) *************************** 2004 10.35 10.83 02003 9.78 10.35 0$0 $10 $20 $30 $40 $50 $60 $70 $80 $90

20032004


Met/Putnam Voyager Division (a)(c)**************************** 2004 10.21 10.30 02003 9.82 10.21 0$0 $10 $20 $30 $40 $50 $60 $70 $80 $90

20032004


T. Rowe Price Large Cap Growth Division (a) ********************** 2004 10.58 11.18 02003 9.82 10.58 0$0 $10 $20 $30 $40 $50 $60 $70 $80 $90

20032004


Loomis Sayles Small Cap Division (a) *************************** 2004 10.19 11.40 02003 9.76 10.19 0$0 $10 $20 $30 $40 $50 $60 $70 $80 $90

20032004


Russell 2000@ Index Division (a) ***************************** 2004 10.49 11.88 02003 9.76 10.49 0$0 $10 $20 $30 $40 $50 $60 $70 $80 $90

20032004


17





BlackRock Aggressive Growth Division (a) ************************ 2004 $10.26 $11.15 02003 9.73 10.26 0$0 $10 $20 $30 $40 $50 $60 $70 $80 $90

20032004


T. Rowe Price Mid-Cap Growth Division (a) *********************** 2004 10.36 11.77 02003 9.73 10.36 0$0 $10 $20 $30 $40 $50 $60 $70 $80 $90

20032004


Franklin Templeton Small Cap Growth Division (a)******************* 2004 10.42 11.16 02003 9.60 10.42 0$0 $10 $20 $30 $40 $50 $60 $70 $80 $90

20032004


Met/AIM Small Cap Growth Division (b) ************************* 2004 10.00 10.65 0

$0 $10 $20 $30 $40 $50 $60 $70 $80 $90

2004


T. Rowe Price Small Cap Growth Division (a) ********************** 2004 10.27 10.97 02003 9.74 10.27 0$0 $10 $20 $30 $40 $50 $60 $70 $80 $90

20032004


18





American Funds Global Small Capitalization Division (a) *************** 2004 $10.41 $12.10 02003 9.71 10.41 0$0 $10 $20 $30 $40 $50 $60 $70 $80 $90

20032004


RCM Global Technology Division (a) **************************** 2004 10.02 9.22 02003 9.57 10.02 0$0 $10 $20 $30 $40 $50 $60 $70 $80 $90

20032004



TABLE II AND BAR CHART II (3% AIR; .75% Separate Account charge) YEAR UNIT VALUE UNIT VALUE (IN THOUSANDS)

Salomon Brothers U.S. Government Division (a) ******************** 2004 $10.04 $ 9.96 02003 10.00 10.04 0$0 $10 $20 $30 $40 $50 $60 $70 $80 $90

20032004


BlackRock Bond Income Division (a)**************************** 2004 10.08 10.15 02003 10.00 10.08 0$0 $10 $20 $30 $40 $50 $60 $70 $80 $90

20032004


Lehman Brothers@ Aggregate Bond Division (a) ******************** 2004 10.05 10.08 02003 10.00 10.05 0$0 $10 $20 $30 $40 $50 $60 $70 $80 $90

20032004


PIMCO Total Return Division (a) ****************************** 2004 10.08 10.22 02003 10.00 10.08 0$0 $10 $20 $30 $40 $50 $60 $70 $80 $90

20032004


19





Salomon Brothers Strategic Bond Opportunities Division (a) ************* 2004 $10.16 $10.43 02003 10.00 10.16 0$0 $10 $20 $30 $40 $50 $60 $70 $80 $90

20032004


Lord Abbett Bond Debenture Division (a) ************************ 2004 10.28 10.74 02003 10.00 10.28 0$0 $10 $20 $30 $40$5 $15 $25 $35 $45

20032004


BlackRock Diversified Division (a) ***************************** 2004 10.34 10.81 02003 10.00 10.34 0$0 $10 $20 $30 $40 $50 $60 $70 $80 $90

20032004


MFS Total Return Division (b) ******************************** 2004 10.00 10.77 0

$0 $10 $20 $30 $40 $50 $60 $70 $80 $90

2004


Neuberger Berman Real Estate Division (b) *********************** 2004 10.00 2.09 0

$0 $10 $20 $30 $40 $50 $60 $70 $80 $90

2004


American Funds Growth-Income Division (a)*********************** 2004 10.58 11.25 02003 10.00 10.58 0$0 $10 $20 $30 $40 $50 $60 $70 $80 $100$90

20032004


20





BlackRock Large Cap Value Division (b) ************************* 2004 $10.00 $10.98 0

$0 $10 $20 $30 $40 $50 $60 $70 $80 $90

2004


Davis Venture Value Division (a) ****************************** 2004 10.64 11.55 02003 10.00 10.66 0$0 $10 $20 $30 $40 $50 $60 $70 $80 $90

20032004


FI Value Leaders Division (b) ******************************** 2004 10.00 11.22 0

$0 $10 $20 $30 $40 $50 $60 $70 $80 $90

2004


Harris Oakmark Large Cap Value Division (a) ********************* 2004 10.58 11.36 02003 10.00 10.58 0$0 $10 $20 $30 $40 $50 $60 $70 $80 $90

20032004


Harris Oakmark Focused Value Division (a) *********************** 2004 10.81 11.45 02003 10.00 10.81 0$0 $10 $20 $30 $40 $50 $60 $70 $80 $90

20032004


Neuberger Berman Mid Cap Value Division (a)********************* 2004 10.62 12.57 02003 10.00 10.62 0$0 $10 $20 $30 $40 $50 $60 $70 $80 $90

20032004


21





BlackRock Investment Trust Division (a) ************************* 2004 $10.50 $11.21 02003 10.00 10.50 0$0 $10 $20 $30 $40 $50 $60 $70 $80 $90

20032004


MetLife Stock Index Division (a) ****************************** 2004 10.55 11.23 02003 10.00 10.55 0$0 $10 $20 $30 $40 $50 $60 $70 $80 $90

20032004


MFS Investors Trust Division (a) ****************************** 2004 10.52 11.29 02003 10.00 10.52 0$0 $10 $20 $30 $40 $50 $60 $70 $80 $90

20032004


BlackRock Strategic Value Division (a) ************************** 2004 10.92 12.13 02003 10.00 10.92 0$0 $10 $20 $30 $40$5 $15 $25 $35 $45

20032004


FI Mid Cap Opportunities Division (a)*************************** 2004 10.28 11.60 02003 10.00 10.28 0$0 $10 $20 $30 $40 $50 $60 $70 $80 $90

20032004


Met/AIM Mid Cap Core Equity Division (b) *********************** 2004 10.00 10.75 0

$0 $10 $20 $30 $40 $50 $60 $70 $80 $90

2004


22





MetLife Mid Cap Stock Index Division (a) ************************ 2004 $10.45 $11.68 02003 10.00 10.45 0$0 $10 $20 $30 $40 $50 $60 $70 $80 $90

20032004


FI International Stock Division (a) ***************************** 2004 10.82 12.32 02003 10.00 10.82 0$0 $10 $20 $30 $40 $50 $60 $70 $80 $90

20032004


Harris Oakmark International Division (b) ************************ 2004 10.00 11.48 0

$0 $10 $20 $30 $40 $50 $60 $70 $80 $90

2004


MFS Research International Division (a) ************************* 2004 10.91 12.58 02003 10.00 10.91 0$0 $10 $20 $30 $40 $50 $60 $70 $80 $90

20032004


Morgan Stanley EAFE@ Index Division (a) ************************ 2004 10.93 12.60 02003 10.00 10.93 0$0 $10 $20 $30 $40 $50 $60 $70 $80 $90

20032004


Oppenheimer Global Equity Division (a) ************************* 2004 10.80 12.11 02003 10.00 10.80 0$0 $10 $20 $30 $40$5 $15 $25 $35 $45

20032004


23





American Funds Growth Division (a)**************************** 2004 $10.41 $11.29 02003 10.00 10.41 0$0 $10 $20 $30 $40 $50 $60 $70 $80 $90

20032004


BlackRock Legacy Large Cap Growth Division (b) ******************* 2004 10.00 10.90 0

$0 $10 $20 $30 $40 $50 $60 $70 $80 $90

2004


Janus Aggressive Growth Division (a) *************************** 2004 10.35 10.85 02003 10.00 10.35 0$0 $10 $20 $30 $40 $50 $60 $70 $80 $90

20032004


Met/Putnam Voyager Division (a)(c)**************************** 2004 10.21 10.33 02003 10.00 10.21 0$0 $10 $20 $30 $40 $50 $60 $70 $80 $90

20032004


T. Rowe Price Large Cap Growth Division (a) ********************** 2004 10.58 11.21 02003 10.00 10.58 0$0 $10 $20 $30 $40 $50 $60 $70 $80 $90

20032004


Loomis Sayles Small Cap Division (a) *************************** 2004 10.19 11.43 02003 10.00 10.19 0$0 $10 $20 $30 $40$5 $15 $25 $35 $45

20032004


24





Russell 2000@ Index Division (a) ***************************** 2004 $10.49 $11.90 02003 10.00 10.49 0$0 $10 $20 $30 $40$5 $15 $25 $35 $45

20032004


BlackRock Aggressive Growth Division (a) ************************ 2004 10.26 11.17 02003 10.00 10.26 0$0 $10 $20 $30 $40 $50 $60 $70 $80 $90

20032004


T. Rowe Price Mid-Cap Growth Division (a) *********************** 2004 10.36 11.79 02003 10.00 10.36 0$0 $10 $20 $30 $40 $50 $60 $70 $80 $90

20032004


Franklin Templeton Small Cap Growth Division (a)******************* 2004 10.42 11.19 02003 10.00 10.42 0$0 $10 $20 $30 $40$5 $15 $25 $35 $45

20032004


Met/AIM Small Cap Division (b) ****************************** 2004 10.00 10.66 0

$0 $10 $20 $30 $40 $50 $60 $70 $80 $90

2004


T. Rowe Price Small Cap Growth Division (a) ********************** 2004 10.27 11.00 02003 10.00 10.27 0$0 $10 $20 $30 $40$5 $15 $25 $35 $45

20032004


25





American Funds Global Small Capitalization Division (a) *************** 2004 $10.41 $12.13 02003 10.00 10.41 0$0 $10 $20 $30 $40 $50 $60 $70 $80 $90

20032004


RCM Global Technology Division (a) **************************** 2004 10.02 9.24 02003 10.00 10.02 0$0 $10 $20 $30 $40$5 $15 $25 $35 $45

20032004


a Inception Date: October 27, 2003.b Inception Date: May 1, 2004.c The assets in this investment division merged into the Jennison Growth Division prior to the opening of business on May 2, 2005. This

investment division is no longer available.

26

MetLife

M etropolitan Life Insurance Company (‘‘MetLife’’) is a wholly-owned subsidiary of MetLife, Inc., a publicly traded company.Our main office is located at 200 Park Avenue, New York, New

York 10166-0188. MetLife was formed under the laws of New YorkState in 1868. MetLife, Inc., through its subsidiaries and affiliates, is aleading provider of insurance and other financial services to individualand institutional customers. The MetLife companies serve individualsin approximately 13 million households in the U.S. and providebenefits to 37 million employees and family members through theirplan sponsors. Outside the U.S., the MetLife companies serveapproximately 9 million customers through direct insurance operationsin Argentina, Brazil, Chile, China, Hong Kong, India, Indonesia,Mexico, South Korea, Taiwan and Uruguay.

Metropolitan LifeSeparate Account E

We established Metropolitan Life Separate Account E onSeptember 27, 1983. The purpose of the Separate Account isto hold the variable assets that underlie the Income Annuity

Contracts and some other variable annuity contracts we issue. Wehave registered the Separate Account with the Securities andExchange Commission as a unit investment trust under the InvestmentCompany Act of 1940.

The Separate Account’s assets are solely for the benefit of those whoinvest in the Separate Account and no one else, including ourcreditors. We are obligated to pay all money we owe under the IncomeAnnuities even if that amount exceeds the assets in the SeparateAccount. The assets of the Separate Account are held in our name onbehalf of the Separate Account and legally belong to us. All theincome, gains and losses (realized or unrealized) resulting from theseassets are credited to or charged against the Contracts issued fromthis Separate Account without regard to our other business.

Variable Annuities

I ncome annuities are usually purchased to produce a predictablesource of income in retirement. There is no accumulation of cashvalue in an income annuity. Instead, you are purchasing a promise

to receive periodic payments from the issuing insurance companyunder the terms of the contract. Typically, since income paymentsbegin within twelve months, the annuity is known as an ‘‘immediate’’annuity.

The Income Annuities are ‘‘variable’’ because the value of your incomepayment varies based on the investment performance of the

27

investment divisions you choose. The income payments under yourIncome Annuity may go up or down. Since the investment performanceis not guaranteed, your income payment amount is at risk. The degreeof risk will depend on the investment divisions you select. The AnnuityUnit Value for each investment division rises or falls based on theinvestment performance (or ‘‘experience’’) of the Portfolio with the

The group Income Annuities same name. MetLife and its affiliates also offer other annuities notdescribed in this Prospectus described in this Prospectus.are offered to an employer,

Income annuities have a fixed payment option called the ‘‘Fixedassociation, trust or otherIncome Option.’’ Under the Fixed Income Option, we guarantee thegroup for its employees,amount of your fixed income payments. These fixed options are notmembers or participants.described in this Prospectus although we occasionally refer to them.

You make a single purchase payment and select the type of incomepayment suited to your needs. Some of the income payment typesguarantee an income stream for your lifetime; others guarantee anincome stream for both your lifetime, as well as the lifetime of anotherperson (such as a spouse). Some Income Annuities guarantee a timeperiod of your choice over which MetLife will make income payments.Income Annuities also have other features. The amount of the incomepayments you receive will depend on such things as the incomepayment type you choose, your investment choices and the amount ofyour purchase payment.

Will Preparation Service Available to Certain Purchasersfor No Additional Cost

If approved in your state and made available by your employer, youmay be able to obtain the Will Preparation Service at no additionalcost from Hyatt Legal Plans, Inc. (‘‘Hyatt’’), a MetLife affiliate. TheWill Preparation Service is available to employees of employers whopurchase the group income annuity contract through a consortium ofemployers formed to purchase employee benefits. Please check withyour employer to verify if it participates in the consortium.

In order to qualify for the Will Preparation Service at no additionalcost (1) your employer must have purchased the group income annuitycontract which includes the Will Preparation Service through theCoalition; (2) your employer must have made available the WillPreparation Service option, and (3) you must purchase the non-qualified Income Annuity. You do not qualify for this service if youpurchase the IRA version of the Income Annuity.

The Will Preparation Service consists of preparation of wills and/orcodicils or updating of wills for the purchaser of a non-qualifiedIncome Annuity and his/her spouse. Hyatt is responsible for the costof providing the Will Preparation Service, which may be delivered by aHyatt participating attorney or an attorney outside of Hyatt’s networkof attorneys, if certain conditions are met. Reimbursement for legalservices outside of the Hyatt network is limited to a set dollar amount.The Will Preparation Service does not include other expenses or costs,

28

such as filing fees. Hyatt is not responsible for the legal workperformed by an out of network attorney. The Will Preparation Serviceis available to domestic partners of the purchasers of the IncomeAnnuity in lieu of a spouse if permitted by the employer. The WillPreparation Service is in effect for one year from the purchase of theIncome Annuity and extends to completion of the will preparation orwill update opened prior to the close of the one year period. ‘‘Opened’’means the purchaser or his/her spouse has contacted Hyatt, receivedauthorization from Hyatt and has commenced the Will PreparationService through a participating or out of network attorney. The WillPreparation Service terminates if the Income Annuity is cancelled orcommuted or if all the value within the annuity is withdrawn.

Your Investment Choices

The Metropolitan Fund, Met Investors Fund andAmerican Funds and each of their Portfolios are more fullydescribed in their respective prospectuses and SAIs. The SAIs are

available upon your request. The Metropolitan Fund, Met InvestorsFund and American Funds prospectuses are attached at the end ofthis Prospectus. You should read these prospectuses carefully beforemaking purchase payments to the investment divisions. The Class Ashares available to the Income Annuities do not impose any 12b-1 Planfees. However, 12b-1 Plan fees are imposed on the American FundsPortfolios, which are Class 2.

The MetLife Conservative Allocation Portfolio, the MetLifeConservative to Moderate Allocation Portfolio, the MetLife ModerateAllocation Portfolio, the MetLife Moderate to Aggressive AllocationPortfolio, and the MetLife Aggressive Allocation Portfolio, also knownas the ‘‘income allocation portfolios’’, are ‘‘fund of funds’’ Portfoliosthat invest substantially all of their assets in other Portfolios of theMetropolitan Fund or the Met Investors Fund. Therefore, each of theseincome allocation portfolios will bear its pro rata portion of the feesand expenses incurred by the underlying Portfolio in which it investsin addition to its own management fees and expenses. This will reducethe investment return of each of the income allocation portfolios. Theexpense levels will vary over time, depending on the mix of underlyingPortfolios in which the income allocation portfolio invests. Contractowners may be able to realize lower aggregate expenses by investingdirectly in the underlying Portfolios instead of investing in the incomeallocation portfolios. A contract owner who chooses to invest directlyin the underlying Portfolios would not, however, receive the incomeallocation services provided by MetLife Advisers. For more informationregarding the income allocation portfolios, please read the prospectusfor these portfolios.

Starting with the most conservative Portfolio, the first group ofinvestment choices is listed in the approximate risk relationshipamong each available Portfolio in the first group, with all those within

29

the same investment style listed in alphabetical order. The secondgroup of investment choices, the income allocation portfolios, is alsolisted in order of risk. You should understand that each Portfolioincurs its own risk which will be dependent upon the investmentdecisions made by the respective Portfolio’s investment manager.Furthermore, the name of a Portfolio may not be indicative of all theinvestments held by the Portfolio. The lists are intended to be guides.Please consult the appropriate Fund prospectus for more informationregarding the investment objectives and investment practices of eachPortfolio. Since your income payments are subject to the risksassociated with investing in stocks and bonds, your variable incomepayments based on amounts allocated to the investment divisions maygo down as well as up.

30

The degree of investment riskyou assume will depend onthe investment divisions youchoose. We have listed thefirst group of your choices inthe approximate order of riskfrom the most conservative tothe most aggressive with allthose within the sameinvestment style listed inalphabetical order. Thesecond group of choices, theincome allocation portfolios,

Salomon Brothers U.S. Government Portfolio Seeks to maximize total return consistent withis also listed in order of risk.preservation of capital and maintenance of liquidity

BlackRock Bond Income Portfolio Seeks competitive total return primarily from investingin fixed-income securities

Lehman Brothers˛ Aggregate Bond Index Portfolio Seeks to equal the performance of the LehmanBrothers Aggregate Bond Index

PIMCO Total Return Portfolio Seeks maximum total return, consistent with thepreservation of capital and prudent investment The investment divisionsmanagement

generally offer the opportunitySalomon Brothers Strategic Bond Opportunities Portfolio Seeks to maximize total return consistent with

for greater returns over thepreservation of capital

long term than our FixedLord Abbett Bond Debenture Portfolio Seeks high current income and the opportunity forcapital appreciation to produce a high total return Income Option.

BlackRock Diversified Portfolio Seeks high total return while attempting to limitinvestment risk and preserve capital

MFS Total Return Portfolio Seeks a favorable total return through investment in adiversified portfolio

Neuberger Berman Real Estate Portfolio Seeks to provide total return through investment in realestate securities, emphasizing both capital appreciationand current income

American Funds Growth-Income Portfolio Seeks both capital appreciation and income

BlackRock Large Cap Value Portfolio Seeks long-term growth of capital

Davis Venture Value Portfolio Seeks growth of capital

FI Value Leaders Portfolio Seeks long-term growth of capital

Harris Oakmark Large Cap Value Portfolio Seeks long-term capital appreciation

Harris Oakmark Focused Value Portfolio Seeks long-term capital appreciation

Neuberger Berman Mid Cap Value Portfolio Seeks capital growth

BlackRock Investment Trust Portfolio Seeks long-term growth of capital and income

MetLife Stock Index Portfolio Seeks to equal the performance of the Standard & While the investment divisionsPoor’s˛ 500 Composite Stock Price Index and their comparably named

MFS Investors Trust Portfolio Seeks long-term growth of capital with a secondary Portfolios may have names,objective to seek reasonable current incomeinvestment objectives andBlackRock Strategic Value Portfolio Seeks high total return, consisting principally of capital

appreciation management which areFI Mid Cap Opportunities Portfolio Seeks long-term growth of capital identical or similar to publiclyMet/AIM Mid Cap Core Equity Portfolio Seeks long-term growth of capital available mutual funds, theseMetLife Mid Cap Stock Index Portfolio Seeks to equal the performance of the Standard & investment divisions and

Poor’s˛ MidCap 400 Composite Stock Price IndexPortfolios are not those mutualFI International Stock Portfolio Seeks long-term growth of capitalfunds. The Portfolios mostHarris Oakmark International Portfolio Seeks long-term capital appreciationlikely will not have the sameMFS Research International Portfolio Seeks capital appreciationperformance experience asMorgan Stanley EAFE˛ Index Portfolio Seeks to equal the performance of the MSCI EAFE

Index any publicly available mutualOppenheimer Global Equity Portfolio Seeks capital appreciation fund.American Funds Growth Portfolio Seeks capital appreciation through stocks

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BlackRock Legacy Large Cap Growth Portfolio Seeks long-term growth of capital

Janus Aggressive Growth Portfolio Seeks long-term growth of capital

Jennison Growth Portfolio Seeks long-term growth of capital

Oppenheimer Capital Appreciation Seeks capital appreciation

T. Rowe Price Large Cap Growth Portfolio Seeks long-term growth of capital and, secondarily,dividend income

Loomis Sayles Small Cap Portfolio Seeks long-term capital growth from investments incommon stocks or other equity securities

Russell 2000˛ Index Portfolio Seeks to equal the return of the Russell 2000 Index

BlackRock Aggressive Growth Portfolio Seeks maximum capital appreciation

T. Rowe Price Mid-Cap Growth Portfolio Seeks to provide long-term growth of capital

Franklin Templeton Small Cap Growth Portfolio Seeks long-term capital growth

Met/AIM Small Cap Growth Portfolio Seeks long-term growth of capital

T. Rowe Price Small Cap Growth Portfolio Seeks long-term capital growth

American Funds Global Small Capitalization Portfolio Seeks capital appreciation through stocks

RCM Global Technology Portfolio Seeks capital appreciation; no consideration is given toincome

Income Allocation PortfoliosMetLife Conservative Allocation Portfolio Seeks a high level of current income, with growth of

capital a secondary objective

MetLife Conservative to Moderate Allocation Portfolio Seeks a high total return in the form of income andgrowth of capital, with a greater emphasis on income

MetLife Moderate Allocation Portfolio Seeks a balance between a high level of currentincome and growth of capital, with a greater emphasison growth of capital

MetLife Moderate to Aggressive Allocation Portfolio Seeks growth of capital

MetLife Aggressive Allocation Portfolio Seeks growth of capital

Your investment choices may be limited because:

m Your employer, association or other group contract holder limitsthe available investment divisions.

m We have restricted the available investment divisions.

The investment divisions buy and sell shares of corresponding mutual fundPortfolios. These Portfolios, which are part of the Metropolitan Fund, theMet Investors Fund or the American Funds invest in stocks, bonds andother investments. All dividends declared by the Portfolios are earned bythe Separate Account and reinvested. Therefore, no dividends aredistributed to you under the Income Annuities. You pay no transactionexpenses (i.e., front-end or back-end sales load charges) as a result of theSeparate Account’s purchase or sale of these mutual fund shares. ThePortfolios of the Metropolitan Fund and the Met Investors Fund areavailable by purchasing annuities and life insurance policies from MetLifeor certain of its affiliated insurance companies and are never sold directlyto the public. The American Funds Portfolios are made available by theAmerican Funds only through various insurance company annuities andinsurance policies.

The Metropolitan Fund, the Met Investors Fund and the AmericanFunds are each a ‘‘series’’ type fund registered with the Securitiesand Exchange Commission as an ‘‘open-end management investmentcompany’’ under the Investment Company Act of 1940 (the ‘‘1940Act’’). A ‘‘series’’ fund means that each Portfolio is one of severalavailable through the fund.

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The Portfolios of the Metropolitan Fund pay MetLife Advisers, LLC, aMetLife affiliate, a monthly fee for its services as their investmentmanager. The Portfolios of the Met Investors Fund pay Met InvestorsAdvisory LLC, a MetLife affiliate, a monthly fee for its services as theirinvestment manager. The Portfolios of the American Funds pay CapitalResearch and Management Company a monthly fee for its services astheir investment manager. These fees, as well as other expenses paidby each Portfolio, are described in the applicable prospectus and SAIfor the Metropolitan Fund, Met Investors Fund or American Funds.

In addition, the Metropolitan Fund and the Met Investors Fundprospectuses each discuss other separate accounts of MetLife and itsaffiliated insurance companies and certain qualified retirement plans thatinvest in the Metropolitan Fund or the Met Investors Fund. The risks ofthese arrangements are also discussed in each Fund’s prospectus.

Information about the payments we receive or make with regard to thePortfolios can be found later in this prospectus in the section underthe ‘‘Who Sells the Income Annuities’’ heading.

We select the Portfolios offered through the Contracts based onseveral criteria, including asset class coverage, the strength of theinvestment manager or sub-investment manager reputation andtenure, brand recognition, performance, and the capability andqualification of each investment firm. Another factor we considerduring the selection process is whether the Portfolios’ investmentmanager or sub-investment manager is one of our affiliates or whetherthe Portfolio, its investment manager, its sub-investment manager(s),or an affiliate will compensate us or our affiliates for providing certainadministrative and other services, as described later in thisprospectus. We review the Portfolios periodically and may remove aPortfolio or limit its availability to new purchase payments and/ortransfers/reallocations of the amount of assets we have designated inthe Separate Account to generate income payments if we determinethat the Portfolio no longer meets one or more of the selectioncriteria, and/or if the Portfolio has not attracted significant allocationsfrom contract owners/participants. We do not provide investmentadvice and does not recommend or endorse any particular Portfolio.

Income AnnuitiesI ncome Annuities provide you with a regular stream of payments for

either your lifetime or a specific period. You have the flexibility toselect a stream of income to meet your needs. Income Annuities canbe purchased so that you begin receiving payments immediately. Youmay defer receiving payments from us for one year after you havepurchased an immediate annuity. You bear any investment risk duringany deferral period.

We do not guarantee that your variable payments will be a specificamount of money. You may choose to have a portion of the paymentfixed and guaranteed under the Fixed Income Option. We guarantee

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the amount of the income payment paid to you from the Fixed IncomeOption based upon your current allocation to that option. The amountof the guaranteed payments will not change until you make areallocation or withdrawal from the Fixed Income Option.

Using proceeds from the following types of arrangements, you maypurchase Income Annuities to receive immediate payments:

m Non-Qualified

m Qualified

If you have accumulated amounts in any of your employer’s,association’s or group’s qualified investment vehicles (for example,Traditional IRAs, Keoghs, 401(k)s, 401(a)s, 403(b)s, 457s or SIMPLEIRAs), your lump sum rollover or transfer from that investment vehiclemay be used to purchase an appropriate Income Annuity as long as allapplicable Federal income tax requirements are met.

Your qualified retirement plan may also purchase the Income Annuityto facilitate distributions from the plan in the form of annuity pay-outs.

If your retirement plan has purchased an Income Annuity, your choiceof income payment type may be subject to the terms of the plan. Wemay rely on your employer’s or plan administrator’s statements to usas to the terms of the plan or your entitlement to any payments. Wewill not be responsible for interpreting the terms of your plan. Youshould review your plan document to see how you may be affected.

Income Payment Types

Currently, we provide you with a wide variety of income paymenttypes to suit a range of personal preferences. You decide the

income payment type for your Income Annuity at application. Thedecision is irrevocable.

There are three people who are involved in payments under yourIncome Annuity:

m Owner: the person or entity which has all rights under the IncomeAnnuity including the right to direct who receives payment.

m Annuitant: the person whose life is the measure for determiningthe duration and sometimes the dollar amount of payments.

m Beneficiary: the person who receives continuing payments or alump sum if the annuitant dies.

Your income payment amount will depend in large part on the type ofYou may choose the income payment you choose. For example, if you select a ‘‘Lifetime

frequency of your income Income Annuity for Two,’’ your payments will typically be lower thanpayments. For example, you if you select a ‘‘Lifetime Income Annuity.’’ Whether you choose amay receive your payments withdrawal option, if permitted under your Income Annuity, will affect

on a monthly, quarterly, semi- the amount of your income payments. Typically, income payment typesannual or annual basis. which have a withdrawal option will result in lower income payments

than income payment types without this feature. (If you choose the

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Income Annuity for a Guaranteed Period, you must purchase thewithdrawal option.) The terms of your contract will determine whenyour income payments start and the frequency with which you willreceive your income payments. When you select an income type, it willapply to both fixed income payments and variable income payments.

When deciding how toWe reserve the right to limit or stop issuing any of the income typesreceive income, consider:currently available based upon legal requirements or other) The amount of income youconsiderations. We reserve the right to commute or otherwise pay the

need;value of any remaining income payments over a period which would) The amount you expect tocomply with Federal income tax law. The following income payment

receive from other sources;types are available:) The growth potential of

Lifetime Income Annuity: A variable income that is paid as long as the other investments; andannuitant is living.

) How long you would likeyour income to last.Lifetime Income Annuity with a Guarantee Period: A variable income

that continues as long as the annuitant is living but is guaranteed tobe paid for a number of years. If the annuitant dies before all of theguaranteed payments have been made, payments are made until theend of the guaranteed period. No payments are made once theguarantee period has expired and the annuitant is no longer living.

Lifetime Income Annuity for Two: A variable income that is paid as longas either of the two annuitants is living. After one annuitant dies,payments continue to be made as long as the other annuitant is living.In that event, payments may be the same as those made while bothannuitants were living or may be a smaller percentage that is selectedwhen the annuity is purchased. No payments are made once bothannuitants are no longer living.

Lifetime Income Annuity for Two with a Guarantee Period: A variableincome that continues as long as either of the two annuitants is livingbut is guaranteed to be paid (unreduced by any percentage selected)for a number of years. If both annuitants die before all of theguaranteed payments have been made, payments are made until theend of the guaranteed period. If one annuitant dies after the guaranteeperiod has expired, payments continue to be made as long as theother annuitant is living. In that event, payments may be the same asthose made while both annuitants were living or may be a smallerpercentage that is selected when the annuity is purchased. Nopayments are made once the guarantee period has expired and bothannuitants are no longer living.

Income Annuity for a Guaranteed Period: A variable income payable fora guaranteed period of 5 to 30 years. As an administrative practice,we will consider factors such as your age and life expectancy indetermining whether to issue a contract with this income paymenttype. If the annuitant dies before the end of the guarantee period,payments are made to the beneficiary until the end of the guaranteeperiod. No payments are made after the guarantee period has expired.If you choose this income payment type, you must purchase thewithdrawal option.

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Withdrawal OptionSubject to MetLife’s underwriting requirements, we may makePost-tax or after-tax meansavailable a withdrawal option under your Income Annuity. If thethat your purchase payment

for your Income Annuity withdrawal option is available under your Income Annuity, you candoes not reduce your choose to add this optional withdrawal feature. The decision to add

taxable income or give you this feature is made at application, is irrevocable and varies bya tax reduction. income payment type (described above). The withdrawal option may

not be available in all states. Your employer, association or othergroup contract holder may limit the availability of the withdrawaloption.

If you purchase an Income Annuity with this feature, the incomepayments you receive typically will be lower than income paymentsthat you would have received had you purchased the Income Annuitywithout this feature. The amount by which your income payment willbe reduced will depend upon your life expectancy during the permittedwithdrawal period (except where an Income Annuity for a GuaranteedPeriod is purchased), the income type you choose and the amount ofthe purchase payment.

If you choose the Income Annuity for a Guaranteed Period for yourincome type, you must purchase the withdrawal option.

Please refer to the discussion in the Tax Section of this Prospectusconcerning the possibility that the purchase of an annuity with thisoption or the exercise of this option may result in the annuity notsatisfying minimum distribution requirements or becoming anincreasing annuity.

Please also refer to the Tax Section of this Prospectus for a discussionof other possible adverse tax consequences as a result of the exerciseof the withdrawal option, including the imposition and retroactiveimposition of the 10% penalty tax in addition to ordinary income tax.

Please note that the purchase of the withdrawal option may not beappropriate under certain deferred compensation or severancearrangements of an employer (including eligible Section 457(b) plansof tax-exempt employers). The mere availability of such a benefit mayresult in the immediate taxation to the employee of the entire benefit.Additionally, the withdrawal feature may not be appropriate underdefined benefit plans.

During the First Two Years Following Purchase

You may withdraw up to an amount equal to the ‘‘fair market value’’of the income payments under the Income Annuity during the first twoyears after we issue the Income Annuity. We calculate the ‘‘fairmarket value’’ as follows:

( First, we determine what your revised income payment wouldbe based on the applicable Annuity Unit Value as of the date ofthe withdrawal;

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( Then we calculate the maximum permissible withdrawalamount by multiplying the revised income payment by anupdated annuity purchase rate.

If you withdraw this maximum amount from the Income Annuityduring the first two years, there will be no value left in the IncomeAnnuity. Consequently, we will then have no further obligations to you;you will receive no further income payments.

If you withdraw less than the maximum amount permitted, each futureincome payment will be reduced proportionately by the percentageequal to the ratio of the withdrawal amount to the maximumpermissible withdrawal amount.

Consult your tax advisor prior to purchase of an income annuityproviding this withdrawal option in the IRA and other tax qualifiedmarkets. It is unclear whether the reduction in remaining paymentsduring the guarantee period only is permitted under the requireddistribution rules.

After the First Two Years Following PurchaseYou may make withdrawals after the first two years following issue ofthe Income Annuity with one of the following income types:

( Lifetime Income Annuity with a Guarantee Period;( Lifetime Income Annuity for Two with a Guarantee Period; or( Income Annuity for a Guaranteed Period.

When we calculate the ‘‘withdrawal value’’ of the guaranteedpayments, we use the ‘‘fair market value’’ calculation previouslydescribed except that in the last step the maximum permissiblewithdrawal calculation uses an updated annuity purchase rate thatreflects only the payments in the remaining guarantee period of theIncome Annuity.

Each future income payment in the remaining guarantee period after awithdrawal during the guarantee period will be reducedproportionately by the percentage equal to the ratio of the withdrawalamount to the full ‘‘withdrawal value’’ of the payments in theremaining guarantee period at the time of the withdrawal.

You may make an unlimited number of withdrawals during theguarantee period as long as no withdrawal reduces your revisedincome payments during the guarantee period to less than 25% ofwhat those payments would have been had no withdrawals been madeduring this period, except for the Income Annuity for a GuaranteedPeriod. In that case, you may make an unlimited number ofwithdrawals and withdraw the full ’’withdrawal value’’ of the incomepayments in the guarantee period. Any income payments payable afterthe guarantee period will not be reduced by the withdrawals youmade.

Requesting a WithdrawalAt your request, we will provide an estimate for you of the maximumamount available for withdrawal and the amount by which your

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income payments would be reduced if a particular withdrawal weretaken under the Income Annuity.

You generally may make a withdrawal on any business day that theExchange is open during the permitted withdrawal period.

Your withdrawal request must be in good order and completed prior tothe close of the Exchange on a business day if you want thewithdrawal to take place on that day. All other withdrawals will beprocessed on the next business day. We will take the withdrawalproportionately from each investment division and the Fixed IncomeOption in which you then had an allocation.

A withdrawal processing fee of $95 will be deducted from eachwithdrawal. Withdrawals must be at least $1,000. If any withdrawalduring the first two years after purchase would decrease totalexpected annual payments below $1,200, then we will treat this as arequest for a full withdrawal of the fair market value and we willmake no further payments.

We reserve the right to require receipt of a properly executed spousalconsent to the extent applicable and required under the Internal RevenueCode, the Employee Retirement Income Security Act of 1974 or theRetirement Equity Act of 1984 prior to the payment of any withdrawal.

We reserve the right to limit, reduce or eliminate this option in thefuture where required to comply with Federal tax law to protect youand other contract holders in the investment divisions from adversetax consequences.

Death BenefitYour Income Annuity provides you with a death benefit in the event ofyour death before you start receiving income payments. If you diebefore income payments begin, the owner or any beneficiaries willreceive your purchase payment reduced for any prior withdrawals (ifyou have chosen the withdrawal option) in a lump sum once wereceive satisfactory proof of your death.

Minimum Purchase PaymentYou must purchase the Income Annuity with one purchase payment ofat least $25,000.

AllocationYou decide what portion of your income payment is allocated to eachof the variable investment divisions. If you choose to make anallocation to the income allocation investment divisions with yourpurchase payment, 100% of your allocation to the variable fundingchoices must be to only one of the income allocation investmentdivisions. After the purchase payment has been made, you mayreallocate from any income allocation investment division to anyinvestment choice or to one or more of the income allocationinvestment divisions.

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The Value of Your Income PaymentsInitial Variable Income PaymentThe initial variable income payment is a hypothetical payment whichis calculated based on the amount of your purchase payment and theannuity purchase rate, which reflects the age and sex of themeasuring lives and the income payment type selected (including thewithdrawal option, if applicable) and the AIR (‘‘Assumed InvestmentReturn’’). This initial variable income payment is used to establish thenumber of annuity units credited to you. It is not the amount of youractual first variable income payment unless your first income paymentis due within 10 days after we issue the Income Annuity.

Annuity UnitsAnnuity units are credited to you when you make a purchase payment ormake a reallocation into an investment division. Before we determine thenumber of annuity units to credit to you, we reduce a purchase payment(but not a reallocation) by any premium taxes, if applicable. We thencompute an initial income payment amount from the net purchasepayment (or reallocation) and the current annuity purchase rate. We thendivide the initial income payment allocated to an investment division bythat investment division’s Annuity Unit Value on the date of thetransaction. The result is the number of annuity units credited for thatinvestment division. When you reallocate an income payment from aninvestment division, annuity units supporting that portion of your incomepayment in that investment division are liquidated.

Example: Determining the Number of Annuity UnitsAssume the following:

( We calculate an initial variable income payment based on theannuity purchase rate (which reflects the AIR, income paymenttype (including whether the withdrawal option was chosen andthe age and sex of the measuring lives) and the amount of thenet purchase payment. (For example, if we assume an annuitypurchase rate of $100 and the net purchase payment is $100,000,the initial variable income payment is $1,000,$100,000 ÷ $100 = $1,000.)

( You have chosen to allocate this $1,000 in equal amounts totwo investment divisions (i.e., $500 to each); and

( On the day we receive all documents in good order and issuethe Contract, the annuity unit values for investment division Ais $10.00 and for investment division B is $12.50.

We credit the Income Annuity with annuity units as follows:

$500 ÷ $10.00 = 50 annuity units allocated to investmentdivision A$500 ÷ $12.50 = 40 annuity units allocated to investmentdivision B

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Then, to calculate your variable income payment, we multiply thenumber of annuity units by the current Annuity Unit Value.

AIR as a Benchmark for Income Payments

The AIR is stated in your Your income payments are determined by using the AIR to benchmarkContract and may range from the investment experience of the investment divisions you select. The AIR

3% to 6%. is stated in your Contract and may range from 3% to 6%. The higheryour AIR, the higher your initial variable income payment will be. Yournext variable income payment will increase approximately in proportionto the amount by which the investment experience (for the time periodbetween payments) for the underlying Portfolio minus the insurance-related charge (The resulting number is the net investment return.)exceeds the AIR (for the time period between payments). Likewise, yournext variable income payment will decrease to the approximate extentthe investment experience (for the time period between payments) for theunderlying Portfolio minus the insurance-related charge (the netinvestment return) is less than the AIR (for the time period betweenpayments). A lower AIR will result in a lower initial variable incomepayment, but subsequent variable income payments will increase morerapidly or decline more slowly than if you had elected a higher AIR aschanges occur in the investment experience of the investment divisions.

The amount of each variable income payment is determined ten daysprior to your income payment date. If your first income payment isscheduled to be paid less than 10 days after your Contract’s issue date,then the amount of your payment will be determined on your Contract’sissue date.

The Effect of the AIR on Subsequent Variable IncomePayments(Assumes no reallocation between income payments).

Your variable income payment will(relative to the previous income

If the net investment experience: payment):

Exceeds the AIR IncreaseEquals the AIR Stay the sameIs less than the AIR Decrease

Example of a 3% AIR

Assume that the initial variable income payment for an investmentdivision is $1,000. Also assume that when we calculate your nextincome payment the investment experience for the underlying Portfolio(minus the insurance-related charge) is up 10% (exceeds the AIR).Your variable income payment attributed to that investment divisionwould be $1,067.96. The percentage change between the initialvariable income payment and your next income payment is a 6.8%increase.

However, assume instead that the investment experience for theunderlying Portfolio (minus the insurance-related charge) is down 10%

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(does not exceed the AIR). Your next variable income payment wouldbe $873.79. Note that the percentage change between the initialvariable income payment and your next income payment is a 12.6%decrease.

Valuation

This is how we calculate the Annuity Unit Value for each investmentdivision:

m First, we determine the investment experience (which reflects thededuction for any investment-related charge) for the underlyingPortfolio from the previous trading day to the current trading day;

m Next, we subtract the daily equivalent of your insurance-relatedcharge (general administrative expense and mortality and expenserisk charges) for each day since the last day the Annuity UnitValue was calculated; the resulting number is the net investmentreturn;

m Then, we multiply by an adjustment based on your AIR for eachday since the last Annuity Unit Value was calculated; and

m Finally, we multiply the previous Annuity Unit Value by thisresult.

Example: Calculating the Annuity Unit Value

Assume the following:

( Yesterday’s Annuity Unit Value was $10.20;

( The number we calculate for today’s change in investmentexperience (which reflects the deduction for the investment-related charge) is 1.02 (up 2%);

( The daily equivalent of the Separate Account charge is0.000025905; and

( The daily equivalent of the adjustment for a 3% AIR is0.99991902.

The new Annuity Unit Value is:(1.02 – .000025905) × 0.99991902 × $10.20 = $10.40

However, now assume that today’s change in investment experience(which reflects the deduction for the investment-related charge) is .98(down 2%) instead of 1.02.

The new Annuity Unit Value is:(.98 – .000025905) × 0.99991902 × $10.20 = $9.99

Reallocation PrivilegeYou can reallocate among the investment divisions and the FixedIncome Option.

There is no charge to make a reallocation. (We reserve the right toimpose a reallocation fee in the future. The amount of this fee will be

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no greater than $30.) Your request for a reallocation tells us to move,in accordance with your instructions, the underlying portfolio sharesor other funds we have designated in the investment divisions togenerate your income payments.

For us to process a reallocation, you must tell us:

( The percentage of the income payment to be reallocated;

( The investment divisions (or Fixed Income Option) from whichyou want the income payment to be reallocated; and

( The investment divisions or Fixed Income Option (and thepercentages allocated to each) to which you want the incomepayment to be reallocated.

When you request a reallocation from an investment division to theFixed Income Option, the payment amount will be adjusted at the timeof reallocation. Your payment may either increase or decrease due tothis adjustment. The adjusted payment will be calculated in thefollowing manner.

( First, we update the income payment amount to be reallocatedfrom the investment division based upon the applicableAnnuity Unit Value at the time of the reallocation;

( Second, we use the AIR to calculate an updated annuitypurchase rate based upon your age, if applicable, and expectedfuture income payments at the time of the reallocation;

( Third, we calculate another updated annuity purchase rate usingour current single premium fixed income annuity purchase rateson the date of your reallocation (but not less favorable than theannuity purchase rate guaranteed for your group);

( Finally, we determine the adjusted payment amount bymultiplying the updated income amount determined in the firststep by the ratio of the annuity purchase rate determined inthe second step divided by the annuity purchase ratedetermined in the third step.

When you request a reallocation from the Fixed Income Option to aninvestment division, a similar adjustment will be made to yourpayment at the time of the reallocation. However, in this case thepayment adjustment will be determined by multiplying the incomepayment amount to be reallocated from the Fixed Income Option bythe ratio of the annuity purchase rate determined in the third stepabove divided by the annuity purchase rate determined in the secondstep above.

When you request a reallocation from one investment division toanother, annuity units in one investment division are liquidated andannuity units in the other investment division are credited to you.There is no adjustment to the income payment amount. Future income

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payment amounts will be determined based on the Annuity Unit Valuefor the investment division to which you have reallocated.

You generally may make a reallocation on any day the Exchange isopen. At a future date we may limit the number of reallocations youmay make, but never to fewer than one a month. If we do so, we willgive you advance written notice. We may limit a beneficiary’s ability tomake a reallocation.

Frequent requests from contract owners or participants/annuitants tomake reallocations/transfers may dilute the value of a Portfolio’sshares if the frequent reallocations/transfers involve an attempt totake advantage of pricing inefficiencies created by a lag between achange in the value of the securities held by the Portfolio and thereflection of that change in the Portfolio’s share price (‘‘arbitragetrading’’). Regardless of the existence of pricing inefficiencies,frequent reallocations/transfers may also increase brokerage andadministrative costs of the underlying Portfolios and may disruptPortfolio management strategy, requiring a Portfolio to maintain ahigh cash position and possibly resulting in lost investmentopportunities and forced liquidations (‘‘disruptive trading’’).Accordingly, arbitrage trading and disruptive trading activities(referred to collectively as ‘‘market timing’’) may adversely affect thelong-term performance of the Portfolios, which may in turn adverselyaffect contract owners and other persons who may have an interest inthe Contracts (e.g., participants/annuitants).

We have policies and procedures that attempt to detect and deterfrequent reallocations/transfers in situations where we determinethere is a potential for arbitrage trading. Currently, we believe thatsuch situations may be present in the international, small-cap, andhigh-yield investment Portfolios (e.g., Salomon Brothers Strategic BondOpportunities, FI International Stock, Harris Oakmark International,MFS Research International, Morgan Stanley EAFE˛ Index,Oppenheimer Global Equity, BlackRock Strategic Value, Loomis SaylesSmall Cap, Russell 2000˛ Index, Franklin Templeton Small CapGrowth, Met/AIM Small Cap Growth, T. Rowe Price Small Cap Growth,American Funds Global Small Capitalization and Lord Abbett BondDebenture Portfolios) and we monitor reallocation/transfer activity inthose Portfolios (the ‘‘Monitored Portfolios’’). We employ variousmeans to monitor reallocation/transfer activity, such as examining thefrequency and size of reallocations/transfers into and out of theMonitored Portfolios within given periods of time. We do not believethat other Portfolios present a significant opportunity to engage inarbitrage trading and therefore do not monitor reallocation/transferactivity in those Portfolios. We may change the Monitored Portfolios atany time without notice in our sole discretion. In addition tomonitoring reallocation/transfer activity in certain Portfolios, we relyon the underlying Portfolios to bring any potential disruptive tradingactivity they identify to our attention for investigation on a case-by-

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case basis. We will also investigate any other harmfulreallocation/transfer activity that we identify from time to time. Wemay revise these policies and procedures in our sole discretion at anytime without prior notice.

Our policies and procedures may result in reallocation/transferrestrictions being applied to deter market timing. Currently, when wedetect reallocation/transfer activity in the Monitored Portfolios thatexceeds our current reallocation/transfer limits, or otherreallocation/transfer activity that we believe may be harmful to othercontract owners, participants/annuitants or other persons who havean interest in the Contracts, we require all future reallocation/transferrequests to or from any Monitored Portfolios or other identifiedPortfolios under that Contract to be submitted with an originalsignature.

The detection and deterrence of harmful reallocation/transfer activityinvolves judgments that are inherently subjective. Our ability to detectsuch reallocation/transfer activity may be limited by operational andtechnological systems, as well as our ability to predict strategiesemployed by contract owners or participants/annuitants to avoid suchdetection. Our ability to restrict such reallocation/transfer activity maybe limited by provisions of the Contract. We do not accommodatemarket timing in any Portfolios and there are no arrangements inplace to permit any contract owner or participant/annuitant to engagein market timing; we apply our policies and procedures withoutexception, waiver, or special arrangement. Accordingly, there is noassurance that we will prevent all reallocation/transfer activity thatmay adversely affect contract owners or participants/annuitants andother persons with interests in the Contracts.

The Portfolios may have adopted their own policies and procedureswith respect to frequent purchases and redemptions of their respectiveshares. The prospectuses for the Portfolios describe any such policiesand procedures, which may be more or less restrictive than thepolicies and procedures we have adopted. Contract owners orparticipants/annuitants and other persons with interests in theContracts should be aware that we may not have the contractualobligation or the operational capacity to apply the frequent tradingpolicies and procedures of the Portfolios.

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In addition, contract owners or participants/annuitants and otherpersons with interests in the Contracts should be aware that somePortfolios may receive ‘‘omnibus’’ purchase and redemption ordersfrom other insurance companies or intermediaries such as retirementplans. The omnibus orders reflect the aggregation and netting ofmultiple orders from individual owners of variable insurance contractsand/or individual retirement plan participants. The omnibus nature ofthese orders may limit the Portfolios in their ability to apply theirfrequent trading policies and procedures, and we cannot guaranteethat the Portfolios (and thus contract owners orparticipants/annuitants) will not be harmed by reallocation/transferactivity relating to the other insurance companies and/or retirementplans that may invest in the Portfolios.

In accordance with applicable law, we reserve the right to modify orterminate the reallocation/transfer privilege at any time. We alsoreserve the right to defer or restrict the reallocation/transfer privilegeat any time that we are unable to purchase or redeem shares of anyof the Portfolios, including any refusal or restriction on purchases orredemptions of their shares as a result of their own policies andprocedures on market timing activities (even if an entire omnibusorder is rejected due to the market timing activity of a single contractowner or participant/annuitant). You should read the Portfolioprospectuses for more details.

Reallocations will be made as of the end of a business day at the closeof the Exchange if received in good order prior to the close of theExchange on that business day. All other reallocation requests will beprocessed on the next business day.

Here are examples of the effect of a reallocation on the income payment:

( Suppose you choose to reallocate 40% of your income paymentsupported by investment division A to the Fixed Income Optionand the recalculated income payment supported by investmentdivision A is $100. Assume that the updated annuity purchaserate based on the AIR is $125, while the updated annuitypurchase rate based on fixed income annuity pricing is $100.In that case, your fixed income payment from the Fixed IncomeOption will be increased by $40 × ($125 ÷ $100) or $50, andyour income payment supported by investment division A willbe decreased by $40. (The number of annuity units ininvestment division A will be decreased as well.)

( Suppose you choose to reallocate 40% of your $100 fixed paymentsupported by the Fixed Income Option to a variable incomepayment supported by investment division A. Assume again thatthe updated annuity purchase rate based on the AIR is $125,while the updated annuity purchase rate based on fixed incomeannuity pricing is $100. In that case, your income paymentsupported by investment division A will be increased by $40 ×($100 ÷ $125) or $32, and your fixed income payment supported

45

by the Fixed Income Option will be decreased by $40. (Thenumber of annuity units in investment division A will beincreased as well.)

( Suppose you choose to reallocate 40% of your income paymentsupported by investment division A to investment division Band the recalculated income payment supported by investmentdivision A is $100. Then, your income payment supported byinvestment division B will be increased by $40 and your incomepayment supported by investment division A will be decreasedby $40. (Changes will also be made to the number of annuityunits in both investment divisions.)

Contract Fee

There is no contract fee.

ChargesThe charges you pay will not There are two types of charges you pay if you allocate any of yourreduce the number of annuity income payment to the investment divisions:units credited to you. Instead,

m Insurance-related charge; andwe deduct the charges whencalculating the Annuity

m Investment-related charge.Unit Value.

Insurance-Related or Separate Account Charge

You will pay an insurance-related charge for the Separate Accountthat is no more than .95% annually of the average value of theamounts in the Separate Account. This charge pays us for generaladministrative expenses and for mortality and expense risk of theIncome Annuity.

General administrative expenses we incur include financial, actuarial,accounting, and legal expenses.

The mortality portion of the insurance-related charge pays us for therisk that you may live longer than we estimated. Then, we could beobligated to pay you more in payments than we anticipated.

We also bear the risk that our expenses in administering the IncomeAnnuities will be greater than we estimated (expense risk).

This charge also pays us for distribution costs to both our licensedsales persons and other broker-dealers. The charge that applies maybe less than the maximum charge depending on the service level orother category that applies to your employer, association or group.The categories depend on various factors pertaining to the level ofadministrative or service activity we provide.

The charge that applies also may be less than the maximum chargedepending on the level of distribution assistance provided to us byyour employer, association or group. The levels depend on various

46

factors pertaining to the amount of access we are given to potentialpurchasers.

The charge that applies is stated in your Income Annuity.

Investment-Related Charge

This charge has two components. The first pays the investmentmanagers for managing money in the Portfolios. The second consistsof Portfolio operating expenses and 12b-1 Plan fees. One class ofshares available to the Income Annuities has 12b-1 Plan fees, whichpay for distribution expenses. The percentage you pay for theinvestment-related charge depends on the investment divisions youselect. Amounts for each investment division for the previous year arelisted in the Table of Expenses.

Withdrawal Processing Fee

A withdrawal processing fee of $95 will be deducted from eachwithdrawal. The withdrawal processing fee pays us for ouradministrative costs relating to the withdrawal, such as financial,actuarial and accounting costs.

Premium and Other Taxes

S ome jurisdictions tax what are called ‘‘annuity considerations.’’We deduct money to pay ‘‘premium’’ taxes (also known as

‘‘annuity’’ taxes) when you make the purchase payment.

Premium taxes, if applicable, currently range from .5% to 3.5%depending on the Income Annuity you purchased and your home stateor jurisdiction. A chart in the Appendix shows the jurisdictions wherepremium taxes are charged and the amount of these taxes.

We also reserve the right to deduct from purchase payments, withdrawalsor income payments, any taxes (including but not limited to premiumtaxes) paid by us to any government entity relating to the IncomeAnnuities. Examples of these taxes include, but are not limited to,generation skipping transfer tax or a similar excise tax under Federal orstate tax law which is imposed on payments we make to certain personsand income tax withholdings on withdrawals and income payments to theextent required by law. We will, at our sole discretion, determine whentaxes relate to the Income Annuities. We may, at our sole discretion, paytaxes when due and deduct the corresponding amount from incomepayments at a later date. Payment at an earlier date does not waive anyright we may have to deduct amounts at a later date.

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Free Look

You may cancel your Income Annuity within a certain time period.This is known as a ‘‘free look.’’ Not all Contracts issued are

subject to free look provisions under state law. We must receive yourrequest to cancel in writing. The number of days for this ‘‘free look’’varies from state to state. The ‘‘free look’’ may also vary depending onwhether you purchased your Income Annuity through the mail or yourage. Depending on state law, we may refund all of your purchasepayment or the value of your annuity units as of the date your refundrequest is received at your MetLife Designated Office in good order.

If you do not cancel your Income Annuity during the ‘‘free look’’period, your decision to purchase the Income Annuity is irrevocable.

General InformationAdministration

A ll transactions will be processed in the manner described below.

Purchase Payments

Send your purchase payment, by check or money order made payableto ‘‘MetLife,’’ to your MetLife Designated Office. (We reserve the rightto receive purchase payments by other means acceptable to us.) Wewill provide you with all necessary forms. We must have all documentsin good order to credit your initial purchase payment.

A purchase payment is effective and valued as of the close of theExchange, on the day we receive it in good order at your MetLifeDesignated Office, except when it is received:

m On a day when the Annuity Unit Value is not calculated, or

m After the close of the Exchange.

In those cases, the purchase payment will be effective the next day theAnnuity Unit Value is calculated.

We reserve the right to credit your purchase payment to you withintwo days after its receipt at your MetLife Designated Office. However,if you fill out our forms incorrectly or incompletely or otherdocumentation is not completed properly or otherwise not in goodorder, we have up to five business days to credit the payment. If theproblem cannot be resolved by the fifth business day, we will notifyyou and give you the reasons for the delay. At that time, you will beasked whether you agree to let us keep your money until the problemis resolved. If you do not agree or we cannot reach you by the fifthbusiness day, your money will be returned.

Under certain group Income Annuities, your employer, or the group inwhich you are a participant or member must identify you on their

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reports to us and tell us how your money should be allocated amongthe investment divisions and the Fixed Income Option.

Confirming Transactions

You will receive a statement confirming that a transaction wasrecently completed. You may elect to have your income payments sentto your residence or have us deposit payments directly into your bankaccount. Periodically, you may receive additional information from usabout the Income Annuity. Unless you inform us of any errors within60 days of receipt, we will consider these communications to beaccurate and complete.

Processing Transactions

We permit you to request transactions by mail and telephone. We maysuspend or eliminate telephone privileges at any time, without priornotice. We reserve the right not to accept requests for transactions byfacsimile.

If mandated by applicable law, including, but not limited to, Federalanti-money laundering laws, we may be required to reject a purchasepayment. We may also be required to block an owner’s account and,consequently, refuse to implement any requests for transfers/reallocations, withdrawals, surrenders or death benefits, untilinstructions are received from the appropriate governmental authority.

By Telephone

You may obtain information and initiate transactions through our toll-free number, 866-438-6477. Our customer service consultants areavailable by telephone between 8 a.m. and 6 p.m. Eastern Time eachbusiness day.

Your transaction must be in good order and completed prior to theclose of the Exchange on one of our business days if you want thetransaction to be valued and effective on that day. Transactions willnot be valued and effective on a day when the Annuity Unit Value isnot calculated or after the close of the Exchange. We will value andmake effective these transactions on our next business day.

We have put into place reasonable security procedures to insure thatinstructions communicated by telephone are genuine. For example, alltelephone calls are recorded. Also, you will be asked to provide somepersonal data prior to giving your instructions over the telephone.When someone contacts us by telephone and follows our securityprocedures, we will assume that you are authorizing us to act uponthose instructions. Neither the Separate Account nor MetLife will beliable for any loss, expense or cost arising out of any requests that weor the Separate Account reasonably believe to be authentic. In theunlikely event that you have trouble reaching us, requests should bemade in writing to your MetLife Designated Office.

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Response times for the telephone may vary due to a variety of factors,including volumes, market conditions and performance of the systems.We are not responsible or liable for:

m any inaccuracy, error, or delay in or omission of any informationyou transmit or deliver to us; or

m any loss or damage you may incur because of such inaccuracy,error, delay or omission; non-performance; or any interruption ofinformation beyond our control.

After Your Death

If we are notified of your death before a requested transaction iscompleted, we will cancel the request. For Income Annuityreallocations, we will cancel the request and continue makingpayments to your beneficiary if your Income Annuity so provides. Or,depending on your Income Annuity’s provisions, we may continuemaking payments to a joint annuitant.

Third Party Requests

Generally, we only accept requests for transactions or informationfrom you. We reserve the right not to accept or to processtransactions requested on your behalf by third parties. This includesprocessing transactions by an agent you designate, through a power ofattorney or other authorization, who has the ability to control theamount and timing of reallocations for a number of other contractowners, and who simultaneously makes the same request or series ofrequests on behalf of other contract owners.

Valuation — Suspension of Payments

We separately determine the Annuity Unit Value for each investmentdivision once each day when the Exchange is open for trading. Ifpermitted by law, we may change the period between calculations butwe will give you 30 days notice.

When you request a transaction, we will process the transaction usingthe next available Annuity Unit Value. Subject to our procedure, wewill make withdrawals and reallocations at a later date, if you request.

We reserve the right to suspend or postpone payment for awithdrawal, income payment or reallocation when:

( rules of the Securities and Exchange Commission so permit(trading on the Exchange is limited, the Exchange is closedother than for customary weekend or holiday closings or anemergency exists which makes pricing or sale of securities notpracticable); or

( during any other period when the Securities and ExchangeCommission by order so permits.

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Advertising Performance

W e periodically advertise the performance of the investmentdivisions. You may get performance information from a variety

of sources including your quarterly statements, the Internet, annualreports and semiannual reports.

We may state performance in terms of ‘‘yield,’’ ‘‘change in AnnuityUnit Value,’’ ‘‘average annual total return,’’ or some combination ofthese terms.

Yield is the net income generated by an investment in a particularinvestment division for 30 days or a month. These figures areexpressed as percentages. This percentage yield is compoundedsemiannually.

All performance numbers areChange in Annuity Unit Value (‘‘Non-Standard Performance’’) is based upon historicalcalculated by determining the percentage change in the value of an earnings. These numbers areannuity unit for a certain period. These numbers may also be not intended to indicate futureannualized. Change in Annuity Unit Value may be used to demonstrate results.performance for a hypothetical investment (such as $10,000) over aspecified period. These performance numbers reflect the deduction ofthe total Separate Account charges.

Average annual total return (also known as annualized change inannuity value) calculations (‘‘Standard Performance’’) reflect allSeparate Account charges since the investment division inception date,which is the date the corresponding Portfolio or predecessor Portfoliowas first offered under the Separate Account that funds the IncomeAnnuity. These presentations reflect a 3% benchmark AIR. Thesefigures also assume a steady annual rate of return.

For purposes of presentation (of Non-Standard Performance), we mayassume that the Income Annuities were in existence prior to theinception date of the investment divisions in the Separate Account thatfunds the Income Annuities. In these cases, we calculate performancebased on the historical performance of the underlying MetropolitanFund, Met Investors Fund and American Funds Portfolios since thePortfolio inception date. We use the actual annuity unit data after theinception date. Any performance data that includes all or a portion ofthe time between the Portfolio inception date and the investmentdivision inception date is hypothetical. Hypothetical returns indicatewhat the performance data would have been if the Income Annuityhad been introduced as of the Portfolio inception date.

We may also present average annual total return calculations whichreflect all Separate Account charges since the Portfolio inception date.We use the actual annuity unit data after the inception date. Anyperformance data that includes all or a portion of the time betweenthe Portfolio inception date and the investment division inception dateis hypothetical. Hypothetical returns indicate what the performancedata would have been if the Income Annuities had been introduced asof the Portfolio inception date.

We may state performance for the investment divisions of the IncomeAnnuity which reflect deduction of the insurance-related charge and

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investment-related charge, if accompanied by the annualized change inannuity unit value.

Past performance is no guarantee of future results.

We may demonstrate hypothetical values of income payments over aspecified period based on historical net asset values of the Portfoliosand the historical Annuity Unit Values and the applicable annuitypurchase rate, either for an individual for whom the illustration is tobe produced or based upon certain assumed factors (e.g., male,age 65). These presentations reflect the deduction of the maximuminsurance-related charge and investment-related charge. If thepresentation is for an individual, we may also provide a presentationthat reflects the applicable (rather than the maximum) insurance-related charge, as well as the Annuity Unit Values and the investment-related charge.

We may assume that the Income Annuity was in existence prior to itsinception date. When we do so, we calculate performance based on thehistorical performance of the underlying Portfolio for the period beforethe inception date of the Income Annuity and historical Annuity UnitValues.

Historical performance information should not be relied on as aguarantee of future performance results.

We may also demonstrate hypothetical future values of incomepayments over a specified period based on assumed rates of return(which will not exceed 12% and which will include an assumption of0% as well) for the Portfolios, hypothetical Annuity Unit Values andthe applicable annuity purchase rate, either for an individual forwhom the illustration is to be produced or based upon certainassumed factors (e.g., male, age 65). These presentations reflect thededuction of the maximum insurance-related charge and the averageof investment-related charges for all Portfolios to depict investment-related charges. If the presentation is for an individual, we may alsoprovide a presentation that reflects the applicable (rather than themaximum) insurance-related charge, as well as the Annuity UnitValues and the investment-related charge.

An illustration should not be relied upon as a guarantee of futureresults.

Performance figures will vary among the Income Annuities as a resultof different Separate Account charges and AIRs.

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Changes to Your Income Annuity

W e have the right to make certain changes to your IncomeAnnuity, but only as permitted by law. We make changes when

we think they would best serve the interest of annuity owners orwould be appropriate in carrying out the purposes of the DeferredAnnuity or Income Annuity. If the law requires, we will also get yourapproval and the approval of any appropriate regulatory authorities.Examples of the changes we may make include:

m To operate the Separate Account in any form permitted by law.

m To take any action necessary to comply with or obtain andcontinue any exemptions under the law (including favorabletreatment under the Federal income tax laws, including limitingthe number, frequency or types of reallocations permitted).

m To transfer any assets in an investment division to anotherinvestment division, or to one or more separate accounts, or toour general account, or to add, combine or remove investmentdivisions in the Separate Account.

m To substitute for the Portfolio shares in any investment division,the shares of another class of the Metropolitan Fund, MetInvestors Fund or the shares of another investment company orany other investment permitted by law.

m To change the way we assess charges, but without increasing theaggregate amount charged to the Separate Account and anycurrently available portfolio in connection with the IncomeAnnuities.

m To make any necessary technical changes in the Income Annuitiesin order to conform with any of the above-described actions.

If any changes result in a material change in the underlyinginvestments of an investment division in which you have a balance oran allocation, we will notify you of the change. You may then make anew choice of investment divisions. For Income Annuities whererequired by law, we will ask your approval before making anytechnical changes.

Voting Rights

Based on our current view of applicable law, you have votinginterests under your Income Annuity concerning Metropolitan

Fund, Met Investors Fund and American Funds proposals that aresubject to a shareholder vote. Therefore, you are entitled to give usinstructions for the number of shares which are deemed attributableto your Income Annuity.

We will vote the shares of each of the underlying Portfolios held by theSeparate Account based on instructions we receive from those havinga voting interest in the corresponding investment divisions. However,

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if the law or the interpretation of the law changes, we may decide toexercise the right to vote the Portfolio’s shares based on our ownjudgment.

You will be entitled to give instructions regarding the votesattributable to your Income Annuity in your sole discretion.

There are certain circumstances under which we may disregard votinginstructions. However, in this event, a summary of our action and thereasons for such action will appear in the next semiannual report. Ifwe do not receive your voting instructions, we will vote your interestin the same proportion as represented by the votes we receive fromother investors. Shares of the Metropolitan Fund, Met Investors Fundor American Funds that are owned by our general account or by anyof our unregistered separate accounts will be voted in the sameproportion as the aggregate of:

m The shares for which voting instructions are received, and

m The shares that are voted in proportion to such votinginstructions.

However, if the law or the interpretation of the law changes, we maydecide to exercise the right to vote the Portfolio’s shares based on ourjudgment.

Who Sells the Income Annuities

A ll Income Annuities are sold through our licensed salesrepresentatives which include registered representatives of our

affiliated broker-dealers. We and our affiliated broker-dealers areregistered with the Securities and Exchange Commission as broker-dealers under the Securities Exchange Act of 1934. We are alsomembers of the National Association of Securities Dealers, Inc. IncomeAnnuities are also sold through other registered broker-dealers. Theymay also be sold through the mail or over the Internet.

The licensed sales representatives and broker-dealers who sell theannuities may be compensated for these sales by commissions that wepay. There is no front-end sales load deducted from purchasepayments to pay sales commissions. Distribution costs are recoveredfrom the Separate Account charge. The commissions we pay rangefrom 0% to 6% of purchase payments.

Our sales representatives and their managers, and the salesrepresentatives and managers of our affiliates, may be eligible forcash compensation such as bonuses, equity awards, such as stockoptions, training allowances, supplemental salary, payments based ona percentage of the Contract’s Account Balance, financialarrangements, marketing support, medical and other insurancebenefits, retirement benefits and other benefits. The amount of thiscash compensation is based primarily on the amount of proprietaryproducts sold. Proprietary products are products issued by us or our

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affiliates. Sales representatives must meet a minimum level of sales ofproprietary products in order to be eligible for the cash compensationand in order to maintain employment with us. Managers may beeligible for additional cash compensation based on the salesproduction of the sales representatives that the manager supervises.

Sales representatives and their managers are also eligible for variousnon-cash compensation programs that we offer such as conferences,trips, prizes, and awards. Other payments may be made for otherservices that do not directly involve the sale of products. Theseservices may include the recruitment and training of personnel,production of promotional literature, and similar services.

Sales representatives who meet certain productivity, persistency, andlength of service standards and/or their managers may be eligible foradditional compensation. We also pay the business unit responsible forthe operation of our distribution system.

The receipt of this cash and non-cash compensation may provide salesrepresentatives and their managers with an incentive to favor the saleof proprietary products.

We also pay compensation for the sale of the Contracts by unaffiliatedbroker-dealers. Broker-dealers pay their sales representatives all or aportion of the commissions received for their sales of the Contracts.Some firms may retain a portion of commissions. The amount that thebroker-dealer passes on to its sales representatives is determined inaccordance with its internal compensation programs. Those programsmay also include other types of cash and non-cash compensation andother benefits. Sales representatives of non-affiliated broker-dealersand their managers may be eligible for various cash benefits and non-cash compensation items. We may also provide sales support in theform of training, sponsoring conferences, defraying expenses at vendormeetings, providing promotional literature and similar services. Askyour sales representative for further information about what yoursales representative and the broker-dealer for which he or she worksmay receive in connection with your purchase of a Contract.

Certain Payments We Receive or Make with Regard tothe Portfolios

An investment manager (other than our MetLife Advisers and MetLifeInvestors) or sub-investment manager of a Portfolio or its affiliatesmay compensate us and/or certain affiliates for administrative or otherservices relating to the Portfolios. The amount of this compensation isnot deducted from the Portfolios’ assets and does not decrease thePortfolio’s investment return. The amount of this compensation isbased on a percentage of assets of the Portfolios attributable to theIncome Annuity and certain other variable insurance products that weand our affiliates issue. These percentages differ and some investmentmanager or sub-investment manager (or other affiliates) may pay usmore than others. These percentages currently range up to 0.05%.

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Additionally, an investment manager or sub-investment manager of aPortfolio or its affiliates may provide us with wholesaling services thatassist in the distribution of the Contracts and may pay us and/orcertain affiliates amounts to participate in sales meetings. Theseamounts may be significant and may provide the investment manageror sub-investment manager (or other affiliates) with increased accessto persons involved in the distribution of the Contracts.

We, and certain of our affiliated insurance companies, are joint ownersof our affiliated investment managers, MetLife Advisers and MetLifeInvestors, which are formed as limited liability companies. Ourownership interests entitle us to profit distributions if the investmentmanager makes a profit with respect to the management fees itreceives from a Portfolio. We may benefit accordingly from assetsallocated to the Portfolios to the extent they result in profits to theinvestment managers. See the Table of Expenses for information onthe investment management fees paid to the investment managers andthe Statement of Additional Information for the Funds for informationon the investment management fees paid to the investment managerand sub-investment managers.

Certain Portfolios have adopted a Distribution Plan under Rule 12b-1of the Investment Company Act of 1940. The Distribution Plan isdescribed in more detail in each Portfolio’s prospectus. The paymentsare deducted from the assets of the Portfolios and paid to MetLife.These decrease the portfolios’ investment return.

The American Funds Global Small Capitalization Portfolio, theAmerican Funds Growth Portfolio and the American Funds Growth-Income Portfolio make payments to MetLife under their distributionplans in consideration of services provided and expenses incurred byMetLife in distributing their shares. These payments currently equal0.25% of the Separate Account assets invested in the particularPortfolio. The Distribution Plan is described in more detail in theAmerican Funds Insurance Series prospectus.

We pay American Funds Distributors, Inc., the principal underwritersfor the American Funds, a percentage of all purchase paymentsallocated to the American Funds Growth Portfolio, the AmericanFunds Growth — Income Portfolio and the American Funds GlobalSmall Capitalization Portfolio for the services it provides in marketingthese Portfolios’ shares in connection with the Income Annuity.

Financial Statements

The financial statements and related notes for the Separate Accountand MetLife, which are in the SAI and are available from MetLife

upon request have been audited by Deloitte & Touche LLP, anindependent registered public accounting firm, as stated in theirreports appearing in the SAI and have been so incorporated inreliance upon the reports of such firm given upon their authority asexperts in accounting and auditing.

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Your Spouse’s Rights

If you received your Contract through a qualified retirement plan andyour plan is subject to ERISA (the Employee Retirement Income

Security Act of 1974) and you are married, the income payments,withdrawal provisions, and methods of payment of the death benefitunder your Income Annuity may be subject to your spouse’s rights.

If your benefit is worth $5,000 or less, your plan may provide fordistribution of your entire interest in a lump sum without yourspouse’s consent.

For details or advice on how the law applies to your circumstances,consult your tax advisor or attorney.

When We Can Cancel Your DeferredAnnuity or Income Annuity

W e may not cancel your Income Annuity, except as described inthe Withdrawal Option section of this Prospectus.

Income Taxes

T he following information on taxes is a general discussion of thesubject. It is not intended as tax advice. The Internal RevenueCode (‘‘Code’’) is complex and subject to change regularly.

Consult your own tax adviser about your circumstances, any recenttax developments, and the impact of state income taxation. The SAIhas additional tax information.

Where otherwise permitted under the Income Annuities, the transferof ownership of an Income Annuity, the designation (or change in sucha designation) of an annuitant, beneficiary or other payee who is notalso an owner, the exchange of an Income Annuity, or the receipt ofan Income Annuity in an exchange, may result in income tax andother tax consequences, including estate tax, gift tax and generationskipping transfer tax, that are not discussed in this Prospectus. Pleaseconsult your tax adviser.

MetLife does not expect to incur Federal, state or local income taxeson the earnings or realized capital gains attributable to the SeparateAccount. However, if we do incur such taxes in the future, we reservethe right to charge amounts allocated to the Separate Account forthese taxes.

To the extent permitted under Federal tax law, we may claim thebenefit of certain foreign tax credits attributable to taxes paid bycertain of the Portfolios to foreign jurisdictions.

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Income Taxes

Under current Federal income tax law, the taxable portion ofdistributions under variable annuity contracts and qualified plans(including IRAs) is not eligible for the reduced tax rate applicable tolong-term capital gains and qualifying dividends.

General

Withdrawals

If you make a taxable withdrawal before age 591/2 you may incur a taxpenalty.

When money is withdrawn from your contract (whether by you or yourbeneficiary), the amount treated as taxable income and taxed asordinary income differs depending on the type of:

m annuity you purchase (e.g., Non-Qualified or IRA), and

m pay-out option you elect.

We are not responsible for determining if your employer’s plan orarrangement satisfies the requirements of the Code and/or ERISA.

Federal Estate Taxes. While no attempt is being made to discuss theFederal estate tax implications of the Contract, you should keep inmind that the value of an annuity contract owned by a decedent andpayable to a beneficiary by virtue of surviving the decedent is includedin the decedent’s gross estate. Depending on the terms of the annuitycontract, the value of the annuity included in the gross estate may bethe value of the lump sum payment payable to the designatedbeneficiary or the actuarial value of the payments to be received bythe beneficiary. Consult an estate planning advisor for moreinformation.

Generation-skipping transfer tax. Under certain circumstances, theCode may impose a ‘‘generation skipping transfer tax’’ when all orpart of an annuity contract is transferred to, or a death benefit is paidto, an individual two or more generations younger than the Contractowner. Regulations issued under the Code may require us to deductthe tax from your Contract, or from any applicable payment, and payit directly to the IRS.

Annuity purchases by nonresident aliens and foreigncorporations. The discussion above provides general informationregarding U.S. Federal income tax consequences to annuitypurchasers that are U.S. citizens or residents. Purchasers that are notU.S. citizens or residents will generally be subject to U.S. Federalwithholding tax on taxable distributions from annuity contracts at a30% rate, unless a lower treaty rate applies. In addition, purchasersmay be subject to state and/or municipal taxes and taxes that may beimposed by the purchaser’s country of citizenship or residence.Prospective purchasers are advised to consult with a qualified tax

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adviser regarding U.S. state and foreign taxation with respect to anannuity contract purchase.

Withdrawals Before Age 591/2

If you receive a taxable distribution from your contract before youreach age 591/2, this amount may be subject to a 10% penalty tax, inaddition to ordinary income taxes.

As indicated in the chart below, some taxable distributions prior toage 591/2 are exempt from the penalty. Some of these exceptionsinclude amounts received:

Type of Contract

401(a)401(k)Keogh

Trad. 403(a)IRA 403(b)

Non SIMPLE GovernmentalQualified IRA* 457(b)**

In a series of substantially equal paymentsmade annually (or more frequently)for life or life expectancy (SEPP) x x x1

After you die x x xAfter you become totally disabled (as definedin the Code) x x xTo pay deductible medical expenses x xTo pay medical insurance premiums if you areunemployed xTo pay for qualified higher educationexpenses, or xFor qualified first time home purchasesup to $10,000 xAfter separation from service if you are overage 55 at the time of separation xAfter December 31, 1999 for IRS levies x xUnder certain immediate income annuitiesproviding for substantially equal paymentsover the ‘‘pay-out’’ period x

1 You must also be separated from service* For SIMPLE IRAs, the applicable penalty tax is 25% during the first two

years of participation.** Penalty tax only applies to the extent the withdrawal or distribution is

applicable to eligible rollover distribution from an IRA or from an eligibleretirement plan of an employer other than a governmental 457(b) plan.

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Income Options for Substantially Equal PeriodicPayments (SEPP)

If you are considering selecting an income option for the purpose ofmeeting the SEPP exception to the 10% tax penalty, consult with yourtax adviser. It is not clear whether income payments will satisfy theSEPP exception.

If you receive systematic payments that you intend to qualify for theSEPP exception, any modifications (except due to death or disability)to your payment before age 591/2 or within five years after beginningSEPP payments, whichever is later, will generally result in theretroactive imposition of the 10% penalty with interest.

If you have not attained age 591/2 at the time of purchase and intend touse the Income Annuity to meet the substantially equal periodicpayment exception to the 10% penalty tax, note that the exercise ofthe withdrawal option prior to the later of (a) your attaining age 591/2

or (b) five years after income payments had begun, will generally alsoresult in the retroactive imposition of the 10% penalty tax (withinterest) in addition to ordinary income tax on income paymentspreviously received. In such cases, the taxable portion of thewithdrawal, as well as the taxable portion of income paymentsreceived in the year of the withdrawal, will generally be subject to the10% penalty tax in addition to ordinary income tax. In addition, if youare under age 591/2 when such payments are received, any futurepayments you receive will generally be subject to the 10% penalty tax.Consult your tax adviser.

Non-Qualified Annuitiesm Purchase payments to Non-Qualified Contracts are on an ‘‘after-

After-tax means that your tax’’ basis, so you only pay income taxes on your earnings.purchase payments for your Generally, these earnings are taxed when received from theannuity do not reduce your Contract.taxable income or give you

m Once income payments commence, you may not be able toa tax deduction.transfer withdrawals to another non-qualified annuity contract ina tax-free Section 1035 exchange.

m When a non-natural person owns a Non-Qualified Contract, theannuity will generally not be treated as an annuity for taxpurposes and thus lose the benefit of tax deferral. Corporationsand certain other entities are generally considered non-naturalpersons. However, an annuity owned by a non-natural person asagent for an individual will be treated as an annuity for taxpurposes.

m Where the annuity is beneficially owned by a non-natural personand the annuity qualifies as such for Federal Income tax purposes,the entity may have a limited ability to deduct interest payments.

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m In addition, certain immediate income annuities providing forsubstantially equal payments as defined under Section 72(u)(4) ofthe Code that are held by non-natural persons will be considerednon-qualified annuities for Federal income tax purposes. It isunclear whether your income annuity will satisfy this test.Accordingly, non-natural persons should consult with their owntax advisors prior to purchase and prior to the exercise of anywithdrawal feature.

Diversification

In order for your Non-Qualified Contract to be considered an annuitycontract for Federal income tax purposes, we must comply withcertain diversification standards with respect to the investmentsunderlying the Contract. We believe that we satisfy and will continueto satisfy these diversification standards. Inadvertent failure to meetthese standards may be correctable. Failure to meet these standardswould result in immediate taxation to contract holders of gains undertheir Contract.

Changes to Tax Rules and Interpretations

Changes in applicable tax rules and interpretations can adverselyaffect the tax treatment of your annuity. These changes may takeeffect retroactively. Examples of changes that could create adverse taxconsequences include:

( Possible taxation of reallocations between investment divisionsand reallocations from/between an investment division to/and afixed option.

( Possible taxation as if you were the owner of your portion ofthe Separate Account’s assets.

( Possible limits on the number of funding options available orthe frequency of reallocations among them.

Income Payments

Income payments are subject to an ‘‘excludable amount’’ whichdetermines how much of each payment is treated as:

m A non-taxable return of your purchase payment; and

m A taxable payment of earnings.

m Income payments and amount received on the exercise of awithdrawal or partial withdrawal option under your non-qualifiedIncome Annuity may not be transferred in a tax-free exchangeinto another annuity contract. In accordance with our procedures,such amounts will instead be taxable under the rules for incomepayment or withdrawals, whichever is applicable.

m Additionally, if you are under age 591/2 at the time incomepayments commence and intend the income payments toconstitute an exception to the 10% penalty tax, any attempt to

61

make a tax-free transfer or rollover (whether for non-qualified orqualified annuities) prior to the later of (a) age 591/2, or (b) fiveyears after income payments commence will generally invalidatethe exception and subject you to additional penalties and interest.

The Internal Revenue Service (the ‘‘IRS’’) has not specificallyapproved the use of a method to calculate an excludable amount withrespect to a variable income annuity where reallocations are permittedbetween investment divisions or from an investment division into theFixed Income Option.

We generally will tell you how much of each income payment is a non-taxable return of your purchase payment. We will determine suchexcludable amount for each income payment under the Contract as awhole by using the rules applicable to variable income payments ingeneral (i.e., by dividing your after-tax purchase price, adjusted forany refund or guarantee feature, by the number of expected incomepayments from the appropriate IRS table). However, it is possible thatthe IRS could conclude that the taxable portion of income paymentsunder a non-qualified contract is an amount greater (or less) than thetaxable amount determined by us and reported by us to you and theIRS. Generally, once the total amount treated as a non-taxable returnof your purchase payment equals your purchase payment, then allremaining payments are fully taxable. We will withhold a portion ofthe taxable amount of your income payment for income taxes, unlessyou elect otherwise. The amount we withhold is determined by theCode.

If you die before the purchase payment is returned, the unreturnedamount may be deductible on your final tax return or deductible byyour beneficiary if income payments continue after your death or alump sum is paid to your estate or your beneficiary.

If the amount of income payments received in any calendar year isless than the excludable amount applicable to the year, the excess isnot allowable as a deduction. However, you may generally elect theyear in which to begin to apply this excess ratably to increase theexcludable amount attributable to future years. Consult your taxadvisor as to the details and consequences of making such election.Also, consult your tax advisor as to the tax treatment of anyunrecovered after-tax cost in the year that the Contract terminates.

Exercise of Withdrawal Option

If your Income Annuity has been purchased with a withdrawal optionand is terminated as a result of the exercise of the withdrawal option,the taxable portion of the payment will generally be the excess of theproceeds received over your remaining after-tax contributions.

For Non-Qualified Annuities, amounts received under the exercise of apartial withdrawal option may be fully includable in taxable income.The entire amount of the withdrawal could be treated as taxableincome. Exercise of the withdrawal option may adversely impact the

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amount of subsequent payments which can be treated as a non-taxable return of investment.

After Death

If you die before the annuity starting date, as defined under theincome tax regulations, payment of your entire interest in theContract must be made within five years of the date of your death orpayments must begin under a pay-out option allowed by the Code toyour beneficiary within one year of the date of your death.

If you die on or after the annuity starting date, payments mustcontinue to be made at least as rapidly as before your death inaccordance with the income type selected.

If you die before all purchase payments are returned, the unreturnedamount may be deductible on your final income tax return or excludedfrom income by your beneficiary if income payments continue afteryour death.

In the case of joint owners, the above rules will be applied on thedeath of any owner.

When the owner is not a natural person, these rules will be applied onthe death (or change) of any annuitant.

After your death, if your designated beneficiary dies prior to electing amethod for the payment of the death benefit, the only remaining interestin the Contract will be paid out in a lump sum. In all cases, suchpayments will be made within five years of the date of your death.

Qualified AnnuitiesGeneral

Income payments are included in income except for the portion thatrepresents a return of non-deductible purchase payments. This portionis generally determined based on a ratio of all non-deductiblepurchase payments to the total values of all your Traditional IRAs.

Your annuity is generally not forfeitable (e.g., not subject to claims ofyour creditors) and you may not transfer it to someone else.

The Income Annuity with appropriate tax endorsement has not yetbeen approved by the Internal Revenue Service for use with aTraditional IRA or SIMPLE IRA plan. Such approval is not required toconstitute a valid Traditional IRA or SIMPLE IRA.

Withdrawals and Income Payments

We will withhold a portion of the taxable amount of your withdrawalfor income taxes, unless you elect otherwise. The amount we withholdis determined by the Code.

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Minimum Distribution Requirements

Generally, for Traditional and SIMPLE IRAs, you must begin receivingwithdrawals by April 1 of the calendar year following the year inwhich you reach age 701/2.

Generally, for plans or arrangements other than IRAs, you must beginreceiving withdrawals from your Contract by April 1 of the calendaryear following the later of:

m The year you turn age 701/2 or

m Provided you do not own 5% or more of your employer, and to theextent permitted by your plan and Contract, the year you retire.

Complex rules apply to the calculation of these withdrawals. A taxpenalty of 50% applies to withdrawals, which should have been takenbut were not.

In general, proposed regulations issued in 2002 and finalized in 2004,permit income payments to increase based not only with respect to theinvestment experience of the underlying funds but also with respect toactuarial gains. Actuarial gain is the ‘‘difference between actuarialassumptions used in pricing and actual experience with respect tothose assumptions; or differences between actuarial assumptions usedin pricing when the annuity was purchased and actuarial assumptionsused in pricing at the time the actuarial gain is determined.’’Additionally, these proposed regulations permit payments underincome annuities to increase due to a full withdrawal or to a partialwithdrawal under certain circumstances.

It is not clear whether the purchase or exercise of the withdrawaloption after the first two years under a life contingent income annuitywith a guarantee period will satisfy minimum distributionrequirements. Consult your tax advisor prior to purchase.

If you intend to receive your minimum distributions which is payableover the joint lives of you and a beneficiary who is not your spouse (orover a period not exceeding the joint life expectancy of you and yournon-spousal beneficiary), be advised that Federal tax rules mayrequire that payments be made over a shorter period or may requirethat payments to the beneficiary be reduced after your death to meetthe minimum distribution incidental benefit rules and avoid the 50%excise tax. Consult your tax advisor before selecting a pay-out option.

After Death

The death benefit is generally taxable to the recipient in the samemanner as if paid to the owner (under the rules for withdrawals orincome payments, whichever is applicable).

Generally, if you die before required minimum distributionwithdrawals have begun, we must make payment of your entireinterest within five years after the year of your death.

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If your spouse is your beneficiary, and, if your Contract permits, yourspouse may delay the start of these payments until December 31 ofthe year in which you would have reached age 701/2.

If you die after required withdrawals begin, payments of your entireremaining interest must be made in a manner and over a period asprovided by the Code (and any applicable regulations).

Mandatory 20% Withholding

We are required to withhold 20% of the taxable portion of yourwithdrawal that constitutes an ‘‘eligible rollover distribution’’ forFederal income taxes. We are not required to withhold this money ifyou direct us, the trustee or the custodian of the plan to directlyrollover your ‘‘eligible rollover distribution’’ to a traditional IRA oranother eligible retirement plan.

Generally, income payments made on or after the required beginningdate (as previously discussed in ‘‘Minimum DistributionRequirements’’) are not eligible rollover distributions. Additionally,payments under certain types of income annuities are not treated aseligible rollover distributions. We or your qualified plan administratorwill notify you (or your spousal beneficiary) if an income payment ordeath benefit is an eligible rollover distribution.

Legal ProceedingsMetLife, like other life insurance companies, is involved in lawsuits,including class action lawsuits. In some class action and otherlawsuits involving insurers, substantial damages have been soughtand/or material settlement payments have been made. Although theoutcome of any litigation or administrative or other proceedingscannot be predicted with certainty, MetLife does not believe that, as ofthe date of this prospectus, any such litigation or proceedings willhave a material adverse effect upon the Separate Account or upon theability of MetLife to act as principal underwriter or to meet itsobligations under the Contracts.

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AppendixPremium Tax Table

If you are a resident of one of the following jurisdictions, thepercentage amount listed by the jurisdiction is the premium tax rateapplicable to your Income Annuity.

Keogh, 401(a),401(k), and

IRA Income 403(a) Non-QualifiedAnnuities(1) Income Annuities Income Annuities

California*********** 0.5%(2) 0.5% 2.35%Maine************* — — 2.0%Nevada ************ — — 3.5%Puerto Rico ********* 1.0% 1.0% 1.0%South Dakota ******** — — 1.25%West Virginia ******** 1.0% 1.0% 1.0%Wyoming*********** — — 1.0%

1 Premium tax rates applicable to IRA Income Annuities purchased for use inconnection with individual retirement trust or custodial accounts meeting therequirements of §408(a) of the Code are included under the column headed ‘‘IRAIncome Annuities.’’

2 With respect to Income Annuities purchased for use in connection with individualretirement trust or custodial accounts meeting requirements of §408(a) of theCode, the annuity tax rate in California is 2.35% instead of 0.5%.

PEANUTS˝ United Feature Syndicate, Inc.˝2005 Metropolitan Life Insurance Company

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Table of Contents for the Statement ofAdditional Information

PageCover Page *********************************************1

Table of Contents*****************************************1

Independent Registered Public Accounting Firm***************2

Distribution of Certificates and Interests in theIncome Annuities*************************************2

Withdrawal Processing Fee ********************************2

Experience Factor ****************************************2

Variable Income Payments ********************************3

Investment Management Fees ******************************4

Advertisement of the Separate Account *********************7

Voting Rights ********************************************9

ERISA **************************************************9

Taxes**************************************************10

Annuity Unit Values Tables *******************************14

Financial Statements of the Separate Account **************F-1

Financial Statements of MetLife*****************************1

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Request For a Statement ofAdditional Information/Change of Address

If you would like any of the following Statements ofAdditional Information, or have changed your address, pleasecheck the appropriate box below and return to theappropriate address below.

❏ Metropolitan Life Separate Account E

❏ Metropolitan Series Fund, Inc.

❏ Met Investors Series Trust

❏ American Funds Insurance Series

❏ I have changed my address. My current address is:

Name(Contract Number)

Address

(Signature) zip

Metropolitan Life Insurance CompanyAttn: MetLife Personal IncomePlusP.O. Box 14660Lexington, KY 40512-4660

METROPOLITAN SERIES FUND, INC.Class A, Class B and Class E

ASSET ALLOCATION PORTFOLIOS

MetLife Conservative Allocation PortfolioMetLife Conservative to ModerateAllocation Portfolio

MetLife Moderate Allocation PortfolioMetLife Moderate to Aggressive AllocationPortfolio

MetLife Aggressive Allocation Portfolio

U.S. EQUITY PORTFOLIOS

BlackRock Investment Trust Portfolio(formerly, State Street ResearchInvestment Trust Portfolio)

BlackRock Large Cap Value Portfolio(formerly, State Street Research LargeCap Value Portfolio)

BlackRock Legacy Large Cap GrowthPortfolio (formerly, State StreetResearch Large Cap Growth Portfolio)

Davis Venture Value PortfolioFI Value Leaders PortfolioHarris Oakmark Large Cap ValuePortfolio

Jennison Growth PortfolioMetLife Stock Index PortfolioMFS Investors Trust PortfolioT. Rowe Price Large Cap Growth Portfolio

BlackRock Aggressive Growth Portfolio(formerly, State Street ResearchAggressive Growth Portfolio)

FI Mid Cap Opportunities PortfolioHarris Oakmark Focused Value PortfolioMetLife Mid Cap Stock Index PortfolioNeuberger Berman Mid Cap ValuePortfolio (formerly, NeubergerBerman Partners Mid Cap ValuePortfolio)

BlackRock Strategic Value Portfolio (formerly,State Street Research Aurora Portfolio)

Franklin Templeton Small Cap Growth PortfolioLoomis Sayles Small Cap PortfolioRussell 2000® Index PortfolioT. Rowe Price Small Cap Growth Portfolio

INTERNATIONAL/GLOBAL EQUITYPORTFOLIOS

FI International Stock PortfolioMorgan Stanley EAFE® Index PortfolioOppenheimer Global Equity Portfolio (formerly,Scudder Global Equity Portfolio)

EQUITY AND FIXED-INCOMEPORTFOLIOS

BlackRock Diversified Portfolio (formerly, StateStreet Research Diversified Portfolio)

MFS Total Return Portfolio

FIXED-INCOME PORTFOLIOS

BlackRock Bond Income Portfolio (formerly,State Street Research Bond Income Portfolio)

Lehman Brothers® Aggregate Bond IndexPortfolio

Salomon Brothers Strategic Bond OpportunitiesPortfolio

Salomon Brothers U.S. Government Portfolio

MONEY MARKET PORTFOLIO

BlackRock Money Market Portfolio (formerly,State Street Research Money Market Portfolio)

This prospectus is designed to help you decide whether to invest in the Fund and which Portfoliosbest match your investment objectives. The prospectus is divided into three Sections: (I) a briefoverview of the structure of the Fund and the Portfolios; (II) information about each Portfolio,including investment objectives, investment strategies and risks; and (III) other information aboutthe Fund, including information on purchases and redemptions, portfolio valuation, securitiespricing and financial highlights.

The Securities and Exchange Commission has not approved or disapproved these securities orpassed on the accuracy or adequacy of this prospectus. Any representation to the contrary is acriminal offense.

MAY 1, 2005

TABLE OF CONTENTS

Section I—Overview of Metropolitan Series Fund, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3Section II—Information about each Portfolio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6Section III—Other Information about the Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 252Financial Highlights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 258

Information about each Portfolio

Asset Allocation Portfolios . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8MetLife Conservative Allocation Portfolio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11MetLife Conservative to Moderate Allocation Portfolio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20MetLife Moderate Allocation Portfolio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29MetLife Moderate to Aggressive Allocation Portfolio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38MetLife Aggressive Allocation Portfolio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47BlackRock Investment Trust Portfolio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56BlackRock Large Cap Value Portfolio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62BlackRock Legacy Large Cap Growth Portfolio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69Davis Venture Value Portfolio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77FI Value Leaders Portfolio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83Harris Oakmark Large Cap Value Portfolio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88Jennison Growth Portfolio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94MetLife Stock Index Portfolio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100MFS Investors Trust Portfolio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 105T. Rowe Price Large Cap Growth Portfolio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 110BlackRock Aggressive Growth Portfolio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 118FI Mid Cap Opportunities Portfolio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 124Harris Oakmark Focused Value Portfolio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 129MetLife Mid Cap Stock Index Portfolio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 135Neuberger Berman Mid Cap Value Portfolio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 140BlackRock Strategic Value Portfolio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 145Franklin Templeton Small Cap Growth Portfolio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 153Loomis Sayles Small Cap Portfolio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 160Russell 2000 Index Portfolio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 167T. Rowe Price Small Cap Growth Portfolio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 173FI International Stock Portfolio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 180Morgan Stanley EAFE Index Portfolio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 186Oppenheimer Global Equity Portfolio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 193BlackRock Diversified Portfolio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 201MFS Total Return Portfolio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 211BlackRock Bond Income Portfolio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 218Lehman Brothers Aggregate Bond Index Portfolio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 226Salomon Brothers Strategic Bond Opportunities Portfolio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 233Salomon Brothers U.S. Government Portfolio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 240BlackRock Money Market Portfolio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 246

2

Section I—Overview of Metropolitan Series Fund, Inc.

Organization

The Fund is a mutual fund, consisting of 37 separate investmentportfolios (the “Portfolios”), which offers Class A, Class B and ClassE shares. Thirty-five of these Portfolios are offered through thisprospectus. MetLife Advisers, LLC (“MetLife Advisers”) is theinvestment adviser to all the Portfolios. MetLife Advisers hascontracted with subadvisers to make the day-to-day investmentdecisions for certain of the Portfolios. MetLife Advisers isresponsible for overseeing these subadvisers and for makingrecommendations to the Board of Directors of the Fund relating tohiring and replacing subadvisers.

The Harris Oakmark Focused Value Portfolio and the AssetAllocation Portfolios (as defined below) are “non-diversified.” A“non-diversified” Portfolio may hold fewer securities than the otherPortfolios. If the securities in which a “non-diversified” Portfolioinvests perform poorly, the Portfolio could incur greater losses thanif it had invested in a larger number of securities.

Investors

Fund shares are offered only to separate accounts (the “SeparateAccounts”) established by Metropolitan Life Insurance Company(“Metropolitan Life”), New England Life Insurance Company,MetLife Investors USA Insurance Company, General American LifeInsurance Company or other insurance companies affiliated withany of these insurance companies (the “Insurance Companies”) andto certain eligible qualified retirement plans (“Qualified Plans”). TheFund serves as an investment vehicle for variable life insurance,variable annuity and group annuity products of these insurancecompanies or under Qualified Plans. The general public may notdirectly purchase Fund shares. The performance information in thisprospectus does not reflect charges associated with the SeparateAccounts, variable contracts, or Qualified Plans that an investor inthe Fund may pay.

Types of Investments

Each Portfolio invests in a variety of securities. Securities generallyfall into two main categories: equity and fixed-income.

Equity Securities

Equity securities may include common stocks, preferred stocks,warrants, convertible stocks and other instruments related tocommon and preferred stocks. Generally, common and preferredstocks represent ownership interests in a corporation, which may bereferred to as the “issuer” of the stock. Stocks often pay a dividend.Different types of equity securities provide different voting anddividend rights in the event of the bankruptcy of the issuer.

A separate account is a poolof assets set aside by aninsurance company to fundpayments under a specifiedgroup of insurance policies orcontracts.

A dividend is a paymentmade by a company to ashareholder that typically isbased on the company’sperformance. A dividend maybe paid as cash or additionalsecurities.

3

Investment advisers often characterize stocks as “growth stocks” or“value stocks.” Generally, an investment adviser considers a stock tobe a growth stock if it expects the company’s earnings to grow morerapidly than earnings of other companies. An investment adviserusing a “growth” style of investing will be more likely than anadviser using a “value” style to buy a stock which is consideredrelatively expensive, when compared to other stocks, in terms oftraditional measures of stock valuation, such as the stock’s price toearnings ratio. Generally, value stocks are the stocks of companiesthat an investment adviser believes are inexpensive relative to otherstocks under current market conditions. A stock may displaycharacteristics of both classifications. Therefore, it is possible that astock may be characterized as a growth stock by some investmentprofessionals and as a value stock by other investmentprofessionals.

The prices of growth stocks may be more sensitive to changes incurrent or expected earnings than the prices of other stocks. Theprices of value stocks may fall, or simply may not increase as muchas they would have otherwise, if the market does not agree with thesubadviser’s view of the value of the stock.

Stocks are also often categorized according to the marketcapitalization of the issuer. Market capitalization is calculated bymultiplying the total number of outstanding shares of an issuer bythe market price of those shares. Some mutual funds investprimarily in stocks of issuers with larger capitalizations, while othermutual funds invest primarily in stocks of issuers with medium orsmall capitalizations.

Stock markets tend to move in cycles with periods of rising pricesand periods of falling prices. Like the stock market generally, theinvestment performance, or “total return,” of the Portfolios thatinvest in stocks and other equity securities will fluctuate within awide range, so an investor may lose money over short or even longperiods.

Fixed-income Securities

Fixed-income securities, including bonds, notes, and U.S. and othergovernment securities, represent an obligation of a company orother issuer to repay money that it has borrowed. Generally, theissuer agrees to pay the investor interest in return for the use of themoney until the maturity date, as set forth in the terms of thesecurity. The rate of interest may be fixed or variable.

The value of fixed-income securities (and of the shares of a Portfolioinvested in fixed-income securities) will generally rise when interestrates fall and drop when interest rates increase. A bond with alonger remaining maturity or duration will tend to lose or gainmore value in response to interest rate changes than a shorter-termbond. The same is true of a Portfolio’s average maturity or duration.While presenting more risk of loss, longer-term bonds tend to payhigher rates of interest or “yields.” Falling interest rates will causethe yield of a portfolio of bonds to decrease over time.

The maturity date is the dateon which a fixed-incomesecurity “matures.” This is thedate on which the borrowermust pay back the borrowedamount, which is known asthe principal.

Duration is an estimate ofhow much a bond fund’sshare price will fluctuate inresponse to a change ininterest rates. To see how theprice could shift, multiply thePortfolio’s duration by thechange in rates. If interestrates rise by one percentagepoint, the share price of afund with an average durationof five years would decline byabout 5%. If rates decreaseby a percentage point, thefund’s share price would riseby about 5%.

4

Foreign Securities

Some mutual funds invest primarily, or in part, in foreign equity orfixed-income securities. Generally, foreign securities, includingequity depositary receipts, are securities of issuers organized orheadquartered outside the United States or primarily traded outsidethe United States. Although foreign securities may increase aPortfolio’s diversification, foreign securities tend to be more volatilethan U.S. securities for reasons such as political, social or economicuncertainties or less regulation of foreign issuers. These risks areheightened for securities of issuers in developing, emerging marketcountries. Movements in prices in foreign securities markets maynot correlate with prices in the U.S. stock market.

5

Section II—Information about each PortfolioThis Section discusses the principal investment strategies and risksof investing in each Portfolio. However, each Portfolio may invest insecurities and engage in certain investment practices not discussedbelow. For more information about these securities, strategies andrelated risks, please see the Fund’s Statement of AdditionalInformation (the “SAI”). Free copies of the SAI are available byusing the toll-free number or the website address provided on theback cover of the prospectus.

Investment Objectives

The investment objective of each Portfolio may be changed withoutshareholder approval. There is no assurance that a Portfolio willachieve its investment objective.

Temporary Defensive Positions

Each Portfolio intends normally to remain fully invested in itsrespective type of investments. However, for temporary purposes tomeet redemptions or for defensive purposes in response to marketconditions, each Portfolio, other than the Lehman BrothersAggregate Bond Index Portfolio, MetLife Stock Index Portfolio,MetLife Mid Cap Stock Index Portfolio, Morgan Stanley EAFEIndex Portfolio and Russell 2000 Index Portfolio (collectively, the“Index Portfolios”) and BlackRock Money Market Portfolio, reservesthe right to hold some or a substantial portion of its assets in cashor fixed-income investments. The types of securities in which aPortfolio may invest for temporary or defensive purposes includeU.S. Government securities, investment grade fixed-incomesecurities, money market instruments and repurchaseagreements. The FI Value Leaders Portfolio, the FI InternationalStock Portfolio and the FI Mid Cap Opportunities Portfolio mayinvest without limitation in preferred stocks and investment gradedebt instruments for temporary defensive purposes. There is noassurance that any Portfolio will employ a defensive strategy or asto how long a Portfolio may do so. Although a defensive strategymay help insulate a Portfolio from a downturn in securities markets,it could prevent the Portfolio from capturing the gains it wouldotherwise achieve if the Portfolio did not employ a defensivestrategy. The use of a defensive strategy may prevent a Portfoliofrom achieving its investment objective.

Portfolio Turnover

Except for the Index Portfolios and the Asset Allocation Portfolios,each Portfolio may engage in active and frequent trading of portfoliosecurities to achieve its principal investment strategies. As a result,the Portfolio may experience high portfolio turnover. High portfolioturnover results in higher brokerage and other transaction costs.

Investment Percentage Requirements and Capitalization

Several of the Portfolios have adopted policies that set minimum ormaximum percentages of their assets to be allocated to certain types

Repurchase agreements areagreements under which aPortfolio purchases one ormore securities from anotherparty, usually a bank or abrokerage firm, with theunderstanding that thecounterparty will buy thesecurities back from thePortfolio at a later date.Repurchase agreementsallow a Portfolio to earn areturn on available cash atrelatively low credit risk.

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of investments or to certain ranges of market capitalization. Unlessotherwise indicated, these percentage requirements andcapitalization ranges apply at the time an investment is made. Achange in the value of an investment after it is acquired does notcreate a violation of these policies or ranges. For the FI Mid CapOpportunities Portfolio, a company’s market capitalization is basedon its current market capitalization or its market capitalization atthe time of the Portfolio’s investment.

Securities Lending

Each Portfolio may lend a portion of its securities to brokers, dealersand other financial institutions. As collateral for the loan, thePortfolio receives an amount that is at all times equal to at least100% of the current market value of the loaned securities. ThePortfolio invests the collateral in short-term high investment gradesecurities, or in a fund that invests in such securities. Loans will beterminable at any time. As with any extension of credit, securitieslending exposes a Portfolio to risks including delay in recovery andloss of rights in the collateral if the borrower fails financially.

Portfolio Holdings

Shares of the Fund are offered only to separate accounts of theInsurance Companies or to Qualified Plans. The followinginformation is generally made available on one or more InsuranceCompany web sites (including www.metlife.com/msf): (i) the tenlargest portfolio holdings of each Portfolio; (ii) unless the subadviserhas objected, the percentage of the Portfolio’s net assets that each ofthe top ten holdings represents; and (iii) the percentage of thePortfolio’s net assets that these holdings represent in the aggregate.This information is posted to the web site on the first business dayof the second month following the calendar quarter. The Fund mayexclude any portion of these holdings from the posting when deemedin the best interest of the Fund. These postings generally remainuntil replaced by new postings as described above.

A description of the Fund’s policies and procedures with respect tothe disclosure of the Fund’s portfolio securities is available in theFund’s SAI.

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Asset Allocation Portfolios

Each of the MetLife Conservative Allocation Portfolio, MetLife Conservative to ModerateAllocation Portfolio, MetLife Moderate Allocation Portfolio, MetLife Moderate to AggressiveAllocation Portfolio and MetLife Aggressive Allocation Portfolio (the “Asset Allocation Portfolios”)invests substantially all of its assets in certain other portfolios (the “Underlying Portfolios”) of theFund or of Met Investors Series Trust (the “Trust”). Each Asset Allocation Portfolio is designed toprovide investors diversification by investing broadly among various asset classes and sub-classesrepresented by the portfolio security holdings of the Underlying Portfolios according to each AssetAllocation Portfolio’s investment objective and risk profile. MetLife Advisers, as investmentadviser, selects the Underlying Portfolios in which each Asset Allocation Portfolio invests based onestablished principles of asset allocation and risk tolerance.

MetLife Advisers establishes for each Asset Allocation Portfolio a specific target allocationbetween equity securities and fixed-income securities. MetLife Advisers may also set targetallocations among sub-classes of these asset classes (e.g., for equities, international equities, largecap, mid cap, small cap; for fixed-income securities, investment grade, high yield, short-term).MetLife Advisers determines these target allocations based on a variety of factors, including itsoutlook for the economy, interest rates and the financial markets.

In selecting the Underlying Portfolios in which each Asset Allocation Portfolio invests, MetLifeAdvisers considers an Underlying Portfolio’s historical investment performance and analyzes theUnderlying Portfolio’s current holdings to determine its asset class and sub-class characteristics(e.g., for equities, large cap, mid cap, small cap, growth, value, blend; for fixed-income securities,investment grade, high yield, duration, maturity). MetLife Advisers allocates investments amongthe Underlying Portfolios based on this holdings analysis in an attempt to approximate the assetclass and sub-class target allocations of each Asset Allocation Portfolio. The amounts establishedby MetLife Advisers to be allocated to each Underlying Portfolio are referred to as the “UnderlyingPortfolio Target.” Because each Underlying Portfolio’s holdings can change from day to day, theactual asset allocation achieved by investing in particular Underlying Portfolios will notcorrespond exactly to the target allocations of a particular Asset Allocation Portfolio.

The Asset Allocation Portfolios may invest in an Underlying Portfolio that only invests in moneymarket securities. Also, through holdings-based analysis, MetLife Advisers may achieve thetargeted allocation to short-term fixed-income securities by counting cash held or money marketsecurities purchased in other Underlying Portfolios in which the Asset Allocation Portfolios invest.

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The Underlying Portfolios in which the Asset Allocation Portfolios may currently invest are:

EQUITY PORTFOLIOS

Large Cap Portfolios

BlackRock Investment Trust PortfolioBlackRock Large Cap Value PortfolioBlackRock Legacy Large Cap Growth PortfolioDavis Venture Value PortfolioFI Value Leaders PortfolioHarris Oakmark Large Cap Value PortfolioJanus Aggressive Growth PortfolioJennison Growth PortfolioMetLife Stock Index PortfolioMFS Investors Trust PortfolioOppenheimer Capital Appreciation PortfolioT. Rowe Price Large Cap Growth Portfolio

Mid Cap Portfolios

BlackRock Aggressive Growth PortfolioFI Mid Cap Opportunities PortfolioHarris Oakmark Focused Value PortfolioNeuberger Berman Mid Cap Value PortfolioMet/AIM Mid Cap Core Equity PortfolioMetLife Mid Cap Stock Index PortfolioT. Rowe Price Mid-Cap Growth Portfolio

Small Cap Portfolios

BlackRock Strategic Value PortfolioFranklin Templeton Small Cap Growth PortfolioLoomis Sayles Small Cap PortfolioMet/AIM Small Cap Growth PortfolioRussell 2000 Index PortfolioT. Rowe Price Small Cap Growth Portfolio

Sector Portfolios

Neuberger Berman Real Estate PortfolioRCM Global Technology Portfolio

INTERNATIONAL/GLOBAL EQUITYPORTFOLIOS

FI International Stock PortfolioHarris Oakmark International PortfolioMFS Research International PortfolioMorgan Stanley EAFE Index PortfolioOppenheimer Global Equity Portfolio

EQUITY AND FIXED-INCOMEPORTFOLIOS

BlackRock Diversified PortfolioMFS Total Return Portfolio

FIXED-INCOME PORTFOLIOS

BlackRock Bond Income PortfolioLehman Brothers Aggregate Bond IndexPortfolio

Lord Abbett Bond Debenture PortfolioPIMCO Total Return PortfolioSalomon Brothers Strategic BondOpportunities Portfolio


MONEY MARKET PORTFOLIO

BlackRock Money Market Portfolio

An Asset Allocation Portfolio may invest in any or all of the Underlying Portfolios, but will notnormally invest in every Underlying Portfolio at any particular time. MetLife Advisers may addnew Underlying Portfolio investments or replace existing Underlying Portfolio investments forany Asset Allocation Portfolio at any time.

The following chart sets out for each Asset Allocation Portfolio the initial target allocationsbetween equity and fixed-income securities and among sub-classes of these two asset classes. Youshould note that these percentages will not directly correspond to investments in the UnderlyingPortfolios because an Underlying Portfolio may contain one or both asset classes (e.g., equity andfixed-income) and one or more sub-classes of an asset class (e.g., small cap and mid cap equitysecurities). MetLife Advisers may invest in the Underlying Portfolios so that an Asset AllocationPortfolio’s actual allocation between equities and fixed-income securities is within a range of plusor minus 10% of the Portfolio’s target allocation set out in the chart below. Deviations from theasset class target allocations will affect the sub-class target allocations.

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Asset ClassConservativeAllocation

Conservative toModerateAllocation

ModerateAllocation

Moderate toAggressiveAllocation

AggressiveAllocation

Equities Target . . . . . . . . . . . . . . . . 20% 40% 60% 80% 100%International . . . . . . . . . . . . . . 4% 8% 12% 16% 20%Large Cap . . . . . . . . . . . . . . . . 10% 20% 30% 40% 50%Mid Cap . . . . . . . . . . . . . . . . . . 4% 8% 12% 16% 20%Small Cap . . . . . . . . . . . . . . . . 2% 4% 6% 8% 10%

Fixed-Income Target . . . . . . . . . . . 80% 60% 40% 20% 0%Investment Grade . . . . . . . . . . 52% 39% 26% 13% 0%High Yield . . . . . . . . . . . . . . . . 12% 9% 6% 3% 0%Short-Term . . . . . . . . . . . . . . . 16% 12% 8% 4% 0%

The Asset Allocation Portfolios will invest new assets and reinvested dividends according to theUnderlying Portfolio Targets. However, an Asset Allocation Portfolio’s actual allocations among theUnderlying Portfolios could vary substantially from the Underlying Portfolio Target because ofportfolio management decisions and changes to the Underlying Portfolios’ asset values due tomarket movements. At least quarterly, each Asset Allocation Portfolio will be rebalanced to itspreviously established Underlying Portfolio Target. Between rebalancings, purchases andredemptions will be effected in accordance with the previously established Underlying PortfolioTarget.

At least annually, MetLife Advisers will evaluate each Asset Allocation Portfolio’s targetallocation between equity and fixed-income securities, including the allocation among sub-classesof these asset classes, based on that Portfolio’s risk profile. At the same time, MetLife Adviserswill also consider whether to make changes to each Asset Allocation Portfolio’s UnderlyingPortfolio Target. If a new Underlying Portfolio Target is established, it will take effectapproximately annually and all purchases, redemptions, reinvested income and capital gainsthroughout the year will be allocated according to this new Underlying Portfolio Target.

The current asset and sub-class targets and the Underlying Portfolio Target percentages of eachAsset Allocation Portfolio are available at the following website: www.metlife.com/msf. Thisinformation will be updated periodically.

Because the Asset Allocation Portfolios invest in Underlying Portfolios, the costs of investing in anAsset Allocation Portfolio will generally be higher than the cost of investing in an UnderlyingPortfolio directly. An Asset Allocation Portfolio will pay its share of the Underlying Portfolios’expenses as well as the Asset Allocation Portfolio’s own expenses. Therefore, an investment in anAsset Allocation Portfolio may result in the duplication of certain expenses. For more informationabout an Underlying Portfolio of the Fund, please refer to the section of this prospectus particularto the Underlying Portfolio. Information about Harris Oakmark International Portfolio, JanusAggressive Growth Portfolio, Lord Abbett Bond Debenture Portfolio, Met/AIM Mid Cap CoreEquity Portfolio, Met/AIM Small Cap Growth Portfolio, Oppenheimer Capital AppreciationPortfolio, RCM Global Technology Portfolio, PIMCO Total Return Portfolio, T. Rowe Price Mid-Cap Growth Portfolio, Neuberger Berman Mid Cap Value Portfolio, Neuberger Berman RealEstate Portfolio and MFS Research International Portfolio can be found in the Trust’s prospectusthat accompanies this prospectus.

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MetLife Conservative Allocation Portfolio

Investment Objective

The investment objective of the Portfolio is a high level of currentincome, with growth of capital as a secondary objective.

Principal Investment Strategies

The Portfolio seeks to achieve its objective by investing in Class Ashares of a diversified group of Underlying Portfolios of the Fundand the Trust. Under normal circumstances, the Portfolio primarilyinvests in Underlying Portfolios that hold fixed-income securitiesand also invests in Underlying Portfolios that hold large cap, midcap, small cap and international equity securities based on a targetallocation of 80% to fixed-income securities and 20% to equitysecurities. The names of the Underlying Portfolios in which thePortfolio may invest and the target allocation among the varioustypes of equity and fixed-income securities are set forth in“Information about each Portfolio—Asset Allocation Portfolios.”MetLife Advisers may invest in the Underlying Portfolios so that thePortfolio’s actual allocation between equities and fixed-incomesecurities is within a range of plus or minus 10% of the Portfolio’starget allocation. Deviations from the asset class target allocationwill affect the sub-class target allocations.

The Portfolio seeks to achieve current income through itsinvestments in Underlying Portfolios that invest primarily in fixed-income securities. These investments may include UnderlyingPortfolios that invest exclusively in bonds of U.S. issuers as well asUnderlying Portfolios that invest in foreign bonds denominated incurrencies other than U.S. dollars. The Portfolio may invest inUnderlying Portfolios that invest in U.S. and foreign investment-grade securities, as well as Underlying Portfolios that invest inhigh yield, high-risk bonds.

The Portfolio seeks to achieve capital growth through itsinvestments in Underlying Portfolios that invest primarily in equitysecurities. These investments include Underlying Portfolios thatinvest in stocks of U.S. or foreign large, established companies and,to a lesser extent, in stocks of foreign companies and smaller U.S.companies with above-average growth potential.

The Portfolio is a “non-diversified” fund, which means that it mayhold at any one time securities of fewer issuers compared to a“diversified” fund.

Principal Investment Risks

Investing in the Portfolio involves risks. The Portfolio may notperform as well as other investments, and it is possible for investorsto lose money. Factors that could harm the investment performanceof the Underlying Portfolios, and thus the investment performance

Investment grade: Moody’sand Standard & Poor’s arerating agencies that assign a“credit rating” to fixed-incomesecurities and issuers basedon the agency’s evaluation ofthe risk that the issuer willdefault on its obligations.Securities or issuers that earnone of the top four ratingsfrom Moody’s or Standard &Poor’s (or any other nationallyrecognized rating agency) areconsidered “investmentgrade.” In this Prospectus,unrated securities that, in thesubadviser’s judgment, are ofsimilar quality to othersecurities rated investmentgrade are also referred to as“investment grade.”

Fixed-income securities thatare below investment gradequality are referred to as highyield debt (commonly knownas “junk bonds”). High yielddebt is typically riskier thaninvestment grade securities.

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of the Portfolio, are listed below. For a more complete description ofthese risks and the securities and investment techniques used bythe Underlying Portfolios, please see “More About InvestmentStrategies and Risks” and the prospectuses of the Fund and theTrust relating to the Underlying Portfolios. Factors that could harmthe investment performance of the Portfolio include:

‰ The inability of the Underlying Portfolios to meet theirinvestment objectives. Because the Portfolio invests invarious Underlying Portfolios, its performance is directlyrelated to the ability of those Underlying Portfolios to meettheir respective investment objectives, as well as MetLifeAdvisers’ allocation among the Underlying Portfolios.

‰ A general decline in U.S. or foreign fixed-income or equitysecurity markets.

‰ Poor performance of individual fixed-income securities heldby the Underlying Portfolios, which may be due to interestrate risk or credit risk. Credit risk is higher for fixed-incomesecurities that are not backed by the full faith and credit ofthe U.S. Government.

‰ Poor performance of the classes of fixed-income securitiesheld by the Underlying Portfolios, including high yield debtsecurities.

‰ Poor performance of fixed-income securities relative to equitysecurities.

‰ Poor performance of individual equity securities held by theUnderlying Portfolios or of large capitalization stocks ingeneral.

‰ Potentially rapid price changes (volatility) of equitysecurities.

‰ The risks associated with a “non-diversified” fund. If thesecurities in which the Portfolio invests perform poorly, thePortfolio could incur greater losses than if it had invested in alarger number of securities. This risk is limited because thePortfolio invests its assets in the Underlying Portfolios, whichgenerally have diversified holdings.

‰ The risks associated with investments in foreign securities,which may be subject to less regulation and additionalregional, national and currency risk. These risks areincreased for emerging markets securities.

Investment Performance Record

Because the Portfolio began operations on May 1, 2005, noperformance information is available as of the date of thisProspectus.

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Fees and Expenses

This table describes the fees and expenses that you will payif you invest in the Portfolio. It includes the fees and expenses ofthe Underlying Portfolios that you will indirectly bear as an investorin the Portfolio. The table does not reflect the variable insuranceproduct fees or any additional expenses that participants in aQualified Plan may bear relating to the operations of their plan; if itdid, fees and expenses would be higher than shown.

Shareholder Fees (fees paid directly from your investment)Class A Class B Class E

Maximum Sales Charge Imposed onPurchases (as a percentage of offeringprice) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N/A N/A N/A

Maximum Deferred Sales Charge (as apercentage of purchase price orredemption price, whichever islower) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N/A N/A N/A

Annual Portfolio Operating Expenses (expenses that arededucted from Portfolio assets)

Class A Class B Class E

Management Fees . . . . . . . . . . . . . . . . . . . . 0.10% 0.10% 0.10%Distribution and Service (12b-1) Fees . . . . 0.00% 0.25% 0.15%Other Expenses(1) . . . . . . . . . . . . . . . . . . . . 0.25% 0.25% 0.25%

Total Annual Portfolio OperatingExpenses . . . . . . . . . . . . . . . . . . . . . . . . . . 0.35% 0.60% 0.50%

Fee Waiver and/or ExpenseReimbursement(2) . . . . . . . . . . . . . . . . . . (0.25%) (0.25%) (0.25%)

Net Operating Expenses(2) . . . . . . . . . . . . . 0.10% 0.35% 0.25%Estimated Indirect Underlying PortfolioExpenses(3) . . . . . . . . . . . . . . . . . . . . . . . . 0.65% 0.65% 0.65%

Net Operating Expenses and EstimatedIndirect Underlying PortfolioExpenses(2)(3) . . . . . . . . . . . . . . . . . . . . . 0.75% 1.00% 0.90%

(1) Other Expenses are based on estimated amounts for the currentfiscal year assuming average Portfolio net assets of $20 million.

(2) MetLife Advisers has contractually agreed, for the period May1, 2005 through April 30, 2006, to waive fees or pay all expenses(other than brokerage costs, taxes, interest and anyextraordinary expenses) so as to limit Net Operating Expenses(other than brokerage costs, taxes, interest and anyextraordinary expenses) of each Class of the Portfolio to thepercentages shown above. This subsidy is subject to thePortfolio’s obligation to repay MetLife Advisers in future years,if any, when the Portfolio’s expenses for any Class fall below theexpense limit for that Class that was in effect at the time of the

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subsidy. Such deferred expenses may be charged to the Portfolioin a subsequent year to the extent that the charge does notcause the expenses in such subsequent year to exceed theexpense limit that was in effect at the time of the subsidy. ThePortfolio is not obligated to repay such expenses more than fiveyears after the end of the fiscal year in which the expenses wereincurred.

(3) As an investor in an Underlying Portfolio, the Portfolio will bearits pro-rata portion of the operating expenses of that UnderlyingPortfolio, including the management fee. The percentage shownabove for Estimated Indirect Underlying Portfolio Expenses isan estimate of the total operating expenses of the UnderlyingPortfolios that the Portfolio will bear in the current fiscal year.

Investors may be able to realize lower aggregate expenses byinvesting directly in the Underlying Portfolios instead of thePortfolio. An investor who chooses to invest directly in theUnderlying Portfolios would not, however, receive the assetallocation services provided by MetLife Advisers.

Example:

This Example is intended to help you compare the cost of investingin the Portfolio with the cost of investing in other mutual funds. TheExample assumes that you invest $10,000 in the Portfolio for thetime periods indicated and then redeem all of your shares at the endof those periods. The Example also assumes that your investmentearns a 5% return each year and that the Portfolio’s operatingexpenses remain the same. The Example does not reflect anyinsurance product fees or any additional expenses that participantsin a Qualified Plan may bear relating to the operations of their plan.The Example assumes the expiration of the expense reductionarrangement after one year. The amounts reflected in the Exampleinclude the costs of the Underlying Portfolios that you indirectlybear as an investor in the Portfolio.

Although your actual costs may be higher or lower, based on theseassumptions your costs would be:

One Year Three Years

Class A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 77 $294Class B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $102 $372Class E . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 92 $341

More About Investment Strategies and Risks

Underlying Portfolio Risk

Because substantially all of the assets of the Portfolio are investedin various Underlying Portfolios, the risks associated with investingin the Portfolio are closely related to the risks associated with the

14


securities and other investments held by those UnderlyingPortfolios. In addition, the investment performance of the Portfoliois directly related to the investment performance of the UnderlyingPortfolios held by the Portfolio. The ability of the Portfolio to meetits investment objective depends upon the allocation of thePortfolio’s assets among the Underlying Portfolios and the ability ofan Underlying Portfolio to meet its own investment objective. Therecan be no assurance that the investment objective of the Portfolio oran Underlying Portfolio will be achieved.


The Underlying Portfolios that invest in fixed-income securities aresubject to the risks associated with fixed-income securities. Fixed-income securities involve both credit risk and market risk, whichincludes interest rate risk. Some fixed-income securities, inparticular, mortgage-related securities, also involve the risk that anissuer will repay the principal or repurchase the security before itmatures. If this happens, the holder will no longer receive anyinterest on that security. The holder could buy another security, butthat other security might pay a lower interest rate. Also, if theholder paid a premium when it bought the security, the holder mayreceive less from the issuer than it paid for the security.

High Yield Securities

Underlying Portfolios that invest in high yield securities, or “junkbonds,” have higher credit risk and market risk than thoseUnderlying Portfolios that invest only in investment grade fixed-income securities. Issuers could have high credit risk for manyreasons, including problems with product development ordistribution, reductions in market share or overall sales,competition in their markets or a high degree of leverage. Highyield securities have higher market risk for a variety of reasons,including greater sensitivity to interest rate changes and economicdownturns, and the difficulty some issuers may have when trying toobtain additional financing. Also, high yield securities may bedifficult to value, and if other investors believe that a certainissuer’s securities are overvalued, the holder may be unable to sellthose securities for what it believes is an adequate price.

Equity Securities

In general, equity securities are considered more volatile than fixed-income securities. The prices of equity securities will rise and fall inresponse to events that affect entire financial markets or industries(changes in inflation or consumer demand, for example) and toevents that affect particular companies (news about the success orfailure of a new product, for example). Underlying Portfolios thatinvest principally in equity securities are particularly sensitive tothis market risk.

Credit risk is the risk that thesecurity’s issuer will not paythe interest, dividends orprincipal that it has promisedto pay.

Market risk is the risk thatthe value of the security willfall because of changes inmarket rates of interest orother factors.

Interest rate risk reflects thefact that the values of fixed-income securities tend to fallas interest rates rise. Wheninterest rates go down,interest earned on fixed-income securities will tend todecline.

Some securities pay a higherinterest rate than the currentmarket rate. An investor mayhave to pay more than thesecurity’s principal tocompensate the seller for thevalue of the higher interestrate. This additional paymentis a premium.

Leverage in this context is ameasure of how much acompany has borrowed inrelation to its shareholders’equity.

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Investment Style Risk. Some Underlying Portfolios place particularemphasis on growth stocks. The prices of growth stocks may bemore sensitive to changes in current or expected earnings than theprices of other stocks. Growth stocks may not perform as well asvalue stocks or the stock market in general. Other UnderlyingPortfolios place particular emphasis on value stocks. The price ofvalue stocks may fall, or simply may not increase very much, if themarket does not agree with the Underlying Portfolio’s subadviser’sview of the value of the stock. Value stocks may not perform as wellas growth stocks or as the stock market in general.

Market Capitalization Risk. An Underlying Portfolio mayemphasize its equity investments on companies with a small,medium or large market capitalization. The stocks of largecapitalization companies do not always have as much growthpotential as smaller and medium capitalization stocks. The stocks ofmid cap companies involve potentially greater risks and highervolatility than those of larger companies. Mid cap stocks do notalways have as much growth potential as smaller capitalizationstocks. The stocks of small capitalization companies mayunderperform the broad equity markets and may be more volatilethan other stocks because they have limited marketability. Smallcapitalization companies may have limited product lines, markets,financial resources or management experience. There is typicallyless publicly available information about small capitalizationcompanies.

Foreign Securities

Many Underlying Portfolios (in particular, the Harris OakmarkInternational Portfolio, the MFS Research International Portfolio,the Morgan Stanley EAFE Index Portfolio, the FI InternationalStock Portfolio, the Oppenheimer Global Equity Portfolio and theRCM Global Technology Portfolio) invest in securities of foreignissuers. In addition to the risks associated with securities generally,foreign securities present additional risks.

Regulation and Access to Information. Changes in foreigncountries’ laws may harm the performance and liquidity of anUnderlying Portfolio’s investments in those countries. Additionally,many countries have less stringent financial reporting requirementsthan the United States, so it may be difficult to obtain informationto evaluate the business potential of foreign issuers. Brokeragecommissions, custodial fees and other fees are generally higher forforeign investments, and rules on foreign transactions may causedelays in the settlement of transactions or in the notification ofincome. An Underlying Portfolio may have more limited legalrecourse than it would if investing in the United States.

Regional and National Risk. News and events unique to particularregions and foreign countries may affect non-U.S. markets and

16


issuers. These same events may not affect the U.S. economy orsimilar issuers located in the United States in the same manner. Asa result, movements in the prices of foreign securities may notcorrelate with the prices of U.S. securities.

Currency Risk. As many investments in foreign countries aredenominated in foreign currencies, changes in the value of thosecountries’ currencies relative to the U.S. dollar may affect the valueof those investments. These changes may occur in response toevents unrelated to the value of the security in the issuer’s homecountry. An Underlying Portfolio may use certain techniques, suchas forward contracts or future contracts to manage these risks.However, there is no assurance that these techniques will beeffective.

Emerging Markets. An Underlying Portfolio may invest inemerging markets, which are generally located in the Asia-PacificRegion, Eastern Europe, Latin and South America and Africa. Inaddition to the risks of foreign securities described above (which arepotentially greater for emerging markets securities than for otherforeign securities), emerging markets securities may be subject toother risks, including increased risks of reduced liquidity, highinflation rates, political uncertainty, high administrative andregulatory costs, repatriation of income and less advantageousinvestment terms relative to foreign nationals.

Derivatives

Many of the Underlying Portfolios may use a number of derivativeinstruments for risk management purposes or as part of theirinvestment strategies. Derivatives are subject to risks, and thereforemay not serve their intended purpose. If the price of a derivativemoves in unexpected ways in relation to the security or index onwhich the derivative is based, the Underlying Portfolio could losemore money than if it had invested directly in the underlyingsecurity. This added volatility increases the risk of theseinvestments. In addition, the Underlying Portfolio may not be ableto terminate or sell derivatives under some market conditions,which could result in substantial losses. Derivatives involve creditrisk if the other party to the derivative should fail to meet itsobligations to the Underlying Portfolio.

Non-Diversification

The Portfolio and certain of the Underlying Portfolios (HarrisOakmark Focused Value Portfolio, Harris Oakmark InternationalPortfolio, Janus Aggressive Growth Portfolio, Neuberger BermanReal Estate Portfolio and T. Rowe Price Mid-Cap Growth Portfolio)may invest their assets in a small number of issuers. Investing in alimited number of issuers may increase the volatility of a fund’sinvestment performance as compared to funds that invest in a

A forward contract is anagreement to buy or sellsecurities or currencies on aspecified future date at aspecific price.

A futures contract is anobligation to buy or sell anasset on a specified futuredate, or to pay or receivemoney based on the value ofsome security, securitiesindex or currency on aspecified future date.Typically, futures contractsare traded on an exchange(rather than entered intobetween two parties). Futurescontracts are one kind ofderivative.

A derivative is a financialinstrument whose value isbased on (derived from)changes in the value ofsomething else, such as acurrency, an interest rate or asecurity. Options and swapcontracts are other types ofderivatives.

An option is the right, but notthe obligation, to buy or sell aspecified amount of securitiesor other assets on or before afixed date at a predeterminedprice.

A swap contract involves anagreement where one partyexchanges payments equal toa floating interest rate orcurrency exchange rate on aspecified amount and theother party agrees to makepayments equal to a fixedrate on the same amount fora specified period.

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larger number of stocks. Therefore, poor performance by a singleissuer will generally have a more adverse impact on the return of anon-diversified fund than on a more broadly diversified fund.

Portfolio Management

MetLife Advisers, investment adviser to all the Portfolios of theFund, manages the Portfolio. As of December 31, 2004, MetLifeAdvisers managed approximately $26.6 billion in assets. MetLifeAdvisers’ address is 501 Boylston Street, Boston, Massachusetts02116.

MetLife Advisers has hired Standard & Poor’s Investment AdvisoryServices, LLC (“SPIAS”) to provide research and consulting serviceswith respect to the periodic asset allocation targets for the Portfolioand to investments in the Underlying Portfolios, which may assistMetLife Advisers in determining the Underlying Portfolios that maybe available for investment and the selection and allocation of thePortfolio’s investments among the Underlying Portfolios. MetLifeAdvisers pays consulting fees to SPIAS for these services.

An Asset Allocation Committee of investment professionals atMetLife Advisers (the “Committee”) is responsible for themanagement of the Portfolio. The Committee consists of thefollowing individuals:

Elizabeth M. Forget is the Chair of the Committee, but eachmember of the Committee is jointly and primarily responsible forthe management of the Portfolio. Ms. Forget is President andTrustee of the Trust. She has been a President of Met InvestorsAdvisory LLC and Executive Vice President of MetLife InvestorsGroup, Inc. since 2000. Prior to that, she was Senior Vice Presidentof Equitable Distributors, Inc. and Vice President of Equitable LifeAssurance Society of the United States. In 2005, Ms. Forget becamea Vice President of MetLife Advisers.

Alan C. Leland, Jr. is Chief Financial Officer and Treasurer ofMetLife Advisers and Vice President of Metropolitan Life. He hasworked for Metropolitan Life and its predecessors for 30 years andhas worked for MetLife Advisers since its inception in 1994.

Bradley D. Rhoads is a Managing Director of Metropolitan Life andHead of the Market Strategy Unit of MetLife, Inc. He joinedMetropolitan Life in 1986 and, in 1998, he became responsible forMetropolitan Life’s High Yield Bond portfolio. He has been aManaging Director of Metropolitan Life since 2000. In 2005, Mr.Rhoads became a Vice President of MetLife Advisers.

Darrel A. Olson has been a Director in the Investments Departmentof Metropolitan Life since 2001. He joined Metropolitan Life in 1979.In 2005, he became a Vice President of MetLife Advisers.

18


Anthony J. Dufault is a Vice President of Met Investors Advisory,LLC and a Vice President, Investment Advisory Services of MetLifeInvestors Group. He has worked at Metropolitan Life since May2001. From May 1998 until he joined Metropolitan Life, he was aSenior Product Manager at Pacific Life in its variable annuitydivision. While at Pacific Life, he was also a Senior PortfolioAnalyst. In 2005, he became a Vice President of MetLife Advisers.

John F. Guthrie, Jr. is Senior Vice President of MetLife Advisers andserves on MetLife Advisers’ Board of Managers. He is also SeniorVice President of the Fund and Vice President of Metropolitan Life.Mr. Guthrie joined the Investment Department of New England LifeInsurance Company (an indirect subsidiary of MetLife, Inc.) in 1969and has served in various positions since that time.

Thomas C. McDevitt is Vice President of MetLife Advisers and VicePresident of the Fund. Mr. McDevitt joined New England LifeInsurance Company (an indirect subsidiary of MetLife, Inc.) in 1980and became part of the Investment Management Department in1988. He has worked for MetLife Advisers since its inception in 1994.

Each of these individuals has been a member of the Committee since2005.

The Fund’s SAI provides additional information about theCommittee members’ compensation, other accounts managed bymembers of the Committee, and the Committee members’ ownershipof Portfolio securities.

The Portfolio pays MetLife Advisers an investment advisory fee atthe annual rate of 0.10% of the Portfolio’s average daily net assets.

19

MetLife Conservative to ModerateAllocation Portfolio

Investment Objective:

The investment objective of the Portfolio is high total return in theform of income and growth of capital, with a greater emphasis onincome.

Principal Investment Strategies:

The Portfolio seeks to achieve its objective by investing in Class Ashares of a diversified group of Underlying Portfolios of the Fundand the Trust. Under normal circumstances, the Portfolio primarilyinvests in Underlying Portfolios that hold fixed-income securitiesand also invests in Underlying Portfolios that hold large cap, midcap, small cap and international equity securities based on a targetallocation of 60% to fixed-income securities and 40% to equitysecurities. The names of the Underlying Portfolios in which thePortfolio may invest and the target allocation among the varioustypes of equity and fixed-income securities are set forth in“Information about each Portfolio—Asset Allocation Portfolios.”MetLife Advisers may invest in the Underlying Portfolios so that thePortfolio’s actual allocation between equities and fixed-incomesecurities is within a range of plus or minus 10% of the Portfolio’starget allocation. Deviations from the asset class target allocationwill affect the sub-class target allocations.

The Portfolio seeks to achieve capital growth through itsinvestments in Underlying Portfolios that invest primarily in equitysecurities. These investments may include Underlying Portfoliosthat invest mainly in stocks of large, established U.S. companiesand, to a lesser extent, in stocks of foreign companies and smallerU.S. companies with above-average growth potential.

The Portfolio seeks to achieve current income through itsinvestments in Underlying Portfolios that invest primarily in fixed-income securities. These investments may include UnderlyingPortfolios that invest exclusively in bonds of U.S. issuers. ThePortfolio may also invest in Underlying Portfolios that invest in U.S.and foreign investment-grade securities, as well as UnderlyingPortfolios that invest in high yield, high-risk bonds.



Investing in the Portfolio involves risks. The Portfolio may notperform as well as other investments, and it is possible for investorsto lose money. Factors that could harm the investment performanceof the Underlying Portfolios, and thus the investment performanceof the Portfolio, are listed below. For a more complete description ofthese risks and the securities and investment techniques used by



20

MetLife Conservative to Moderate Allocation Portfolio

the Underlying Portfolios, please see “More About InvestmentStrategies and Risks” and the prospectuses of the Fund and theTrust relating to the Underlying Portfolios. Factors that could harmthe investment performance of the Portfolio include:


‰ A general decline in U.S. or foreign equity or fixed-incomesecurity markets.

‰ Poor performance of individual equity securities held by theUnderlying Portfolios or of large capitalization stocks ingeneral.








21


Fees and Expenses













(2) MetLife Advisers has contractually agreed, for the period May1, 2005 through April 30, 2006, to waive fees or pay all expenses(other than brokerage costs, taxes, interest and anyextraordinary expenses) so as to limit Net Operating Expenses(other than brokerage costs, taxes, interest and anyextraordinary expenses) of each Class of the Portfolio to thepercentages shown above. This subsidy is subject to thePortfolio’s obligation to repay MetLife Advisers in future years,if any, when the Portfolio’s expenses for any Class fall below theexpense limit for that Class that was in effect at the time of the

22


subsidy. Such deferred expenses may be charged to the Portfolioin a subsequent year to the extent that the charge does notcause the expenses in such subsequent year to exceed theexpense limit that was in effect at the time of the subsidy. ThePortfolio is not obligated to repay such expenses more than fiveyears after the end of the fiscal year in which the expenses wereincurred.



Example:







Because substantially all of the assets of the Portfolio are investedin various Underlying Portfolios, the risks associated with investingin the Portfolio are closely related to the risks associated with thesecurities and other investments held by those Underlying

23


Portfolios. In addition, the investment performance of the Portfoliois directly related to the investment performance of the UnderlyingPortfolios held by the Portfolio. The ability of the Portfolio to meetits investment objective depends upon the allocation of thePortfolio’s assets among the Underlying Portfolios and the ability ofan Underlying Portfolio to meet its own investment objective. Therecan be no assurance that the investment objective of the Portfolio oran Underlying Portfolio will be achieved.

Equity Securities



Market Capitalization Risk. An Underlying Portfolio may emphasizeits equity investments on companies with a small, medium or largemarket capitalization. The stocks of large capitalization companies donot always have as much growth potential as smaller and mediumcapitalization stocks. The stocks of mid cap companies involvepotentially greater risks and higher volatility than those of largercompanies. Mid cap stocks do not always have as much growthpotential as smaller capitalization stocks. The stocks of smallcapitalization companies may underperform the broad equity marketsand may be more volatile than other stocks because they have limitedmarketability. Small capitalization companies may have limitedproduct lines, markets, financial resources or managementexperience. There is typically less publicly available informationabout small capitalization companies.


The Underlying Portfolios that invest in fixed-income securities aresubject to the risks associated with fixed-income securities. Fixed-income securities involve both credit risk and market risk, which



24


includes interest rate risk. Some fixed-income securities, inparticular mortgage-related securities, also involve the risk that anissuer will repay the principal or repurchase the security before itmatures. If this happens, the holder will no longer receive anyinterest on that security. The holder could buy another security, butthat other security might pay a lower interest rate. Also, if theholder paid a premium when it bought the security, the holder mayreceive less from the issuer than it paid for the security.



Foreign Securities



Regional and National Risk. News and events unique to particularregions and foreign countries may affect non-U.S. markets andissuers. These same events may not affect the U.S. economy or




25


similar issuers located in the United States in the same manner. Asa result, movements in the prices of foreign securities may notcorrelate with the prices of U.S. securities.



Derivatives


Non-Diversification

The Portfolio and certain of the Underlying Portfolios (HarrisOakmark Focused Value Portfolio, Harris Oakmark InternationalPortfolio, Janus Aggressive Growth Portfolio, Neuberger BermanReal Estate Portfolio and T. Rowe Price Mid-Cap Growth Portfolio)may invest their assets in a small number of issuers. Investing in alimited number of issuers may increase the volatility of a fund’sinvestment performance as compared to funds that invest in alarger number of stocks. Therefore, poor performance by a single






26


issuer will generally have a more adverse impact on the return of anon-diversified fund than on a more broadly diversified fund.









27



John F. Guthrie, Jr. is Senior Vice President of MetLife Advisers andserves on MetLife Advisers’ Board of Managers. He is also Senior VicePresident of the Fund and Vice President of Metropolitan Life. Mr.Guthrie joined the Investment Department of New England LifeInsurance Company (an indirect subsidiary of MetLife, Inc.) in 1969and has served in various positions since that time.





28

MetLife Moderate Allocation Portfolio


The investment objective of the Portfolio is a balance between a highlevel of current income and growth of capital, with a greateremphasis on growth of capital.


The Portfolio seeks to achieve its objective by investing in Class Ashares of a diversified group of Underlying Portfolios of the Fundand the Trust. Under normal circumstances, the Portfolio primarilyinvests in Underlying Portfolios that hold large cap, mid cap, smallcap and international equity securities and also invests inUnderlying Portfolios that hold fixed-income securities based on atarget allocation of 60% to equity securities and 40% to fixed-incomesecurities. The names of the Underlying Portfolios in which thePortfolio may invest and the target allocation among the varioustypes of equity and fixed-income securities are set forth in“Information about each Portfolio—Asset Allocation Portfolios.”MetLife Advisers may invest in the Underlying Portfolios so that thePortfolio’s actual allocation between equities and fixed-incomesecurities is within a range of plus or minus 10% of the Portfolio’starget allocation. Deviations from the asset class target allocationwill affect the sub-class target allocations.

The Portfolio seeks to achieve capital growth through itsinvestments in Underlying Portfolios that invest primarily in equitysecurities. These investments may include Underlying Portfoliosthat invest mainly in stocks of large established U.S. companiesand, to a lesser extent, in stocks of foreign companies and smallerU.S. companies with above-average growth potential.

The Portfolio seeks to achieve current income through itsinvestments in Underlying Portfolios that invest primarily in fixed-income securities. These investments may include UnderlyingPortfolios that invest exclusively in bonds of U.S. issuers. ThePortfolio may invest in Underlying Portfolios that invest in U.S. andforeign investment-grade securities, as well as in UnderlyingPortfolios that invest in high yield, high-risk bonds.



Investing in the Portfolio involves risks. The Portfolio may notperform as well as other investments, and it is possible for investorsto lose money. Factors that could harm the investment performanceof the Underlying Portfolios, and thus the investment performanceof the Portfolio, are listed below. For a more complete description ofthese risks and the securities and investment techniques used by



29


the Underlying Portfolios, please see “More About InvestmentStrategies and Risks” and the prospectuses of the Fund and theTrust relating to the Underlying Portfolios. Factors that could harmthe investment performance of the Portfolio include:


‰ A general decline in U.S. or foreign equity or fixed-incomemarkets.

‰ Poor performance of individual equity securities held by theUnderlying Portfolios or of growth stocks in general.


‰ Poor performance of equity securities relative to fixed-incomesecurities.







Fees and Expenses

This table describes the fees and expenses that you will payif you invest in the Portfolio. It includes the fees and expenses ofthe Underlying Portfolios that you will indirectly bear as an investor

30


in the Portfolio. The table does not reflect the variable insuranceproduct fees or any additional expenses that participants in aQualified Plan may bear relating to the operations of their plan; if itdid, fees and expenses would be higher than shown.











(1) Other Expenses are based on estimated amounts for the currentfiscal year assuming average Portfolio net assets of $120million.

(2) MetLife Advisers has contractually agreed, for the period May1, 2005 through April 30, 2006, to waive fees or pay all expenses(other than brokerage costs, taxes, interest and anyextraordinary expenses) so as to limit Net Operating Expenses(other than brokerage costs, taxes, interest and anyextraordinary expenses) of each Class of the Portfolio to thepercentages shown above. This subsidy is subject to thePortfolio’s obligation to repay MetLife Advisers in future years,if any, when the Portfolio’s expenses for any Class fall below theexpense limit for that Class that was in effect at the time of thesubsidy. Such deferred expenses may be charged to the Portfolioin a subsequent year to the extent that the charge does notcause the expenses in such subsequent year to exceed theexpense limit that was in effect at the time of the subsidy. The

31


Portfolio is not obligated to repay such expenses more than fiveyears after the end of the fiscal year in which the expenses wereincurred.

(3) As an investor in an Underlying Portfolio, the Portfolio will bearits pro-rata portion of the operating expenses of that UnderlyingPortfolio, including the management fee. The percentage shownabove for Estimated Indirect Underlying Portfolio Expenses isan estimate of the total operating expenses of the UnderlyingPortfolios that the Portfolio will bear in the current fiscal year.Some of the Underlying Portfolios are subject to contractualexpense reduction agreements. If these agreements were not inplace, the percentage shown above for Estimated IndirectUnderlying Portfolio Expenses would be 0.70%.


Example:

This Example is intended to help you compare the cost of investingin the Portfolio with the cost of investing in other mutual funds. TheExample assumes that you invest $10,000 in the Portfolio for thetime periods indicated and then redeem all of your shares at the endof those periods. The Example also assumes that your investmentearns a 5% return each year and that the Portfolio’s operatingexpenses remain the same. The Example does not reflect anyinsurance product fees or any additional expenses that participantsin a Qualified Plan may bear relating to the operations of their plan.The amounts reflected in the Example include the costs of theUnderlying Portfolios that you indirectly bear as an investor in thePortfolio. The Example assumes the expiration of the applicableexpense reduction arrangements for the Portfolio and theUnderlying Portfolios after one year.






Because substantially all of the assets of the Portfolio are investedin various Underlying Portfolios, the risks associated with investingin the Portfolio are closely related to the risks associated with the

32


securities and other investments held by those UnderlyingPortfolios. In addition, the investment performance of the Portfoliois directly related to the investment performance of the UnderlyingPortfolios held by the Portfolio. The ability of the Portfolio to meetits investment objective depends upon the allocation of thePortfolio’s assets among the Underlying Portfolios and the ability ofan Underlying Portfolio to meet its own investment objective. Therecan be no assurance that the investment objective of the Portfolio oran Underlying Portfolio will be achieved.

Equity Securities





The Underlying Portfolios that invest in fixed-income securities aresubject to the risks associated with fixed-income securities. Fixed-

33


income securities involve both credit risk and market risk, whichincludes interest rate risk. Some fixed-income securities, inparticular, mortgage-related securities, also involve the risk that anissuer will repay the principal or repurchase the security before itmatures. If this happens, the holder will no longer receive anyinterest on that security. The holder could buy another security, butthat other security might pay a lower interest rate. Also, if theholder paid a premium when it bought the security, the holder mayreceive less from the issuer than it paid for the security.


High yield securities, or “junk bonds,” have higher credit risk andmarket risk than those Underlying Portfolios that invest only ininvestment grade fixed-income securities. Issuers could have highcredit risk for many reasons, including problems with productdevelopment or distribution, reductions in market share or overallsales, competition in their markets or a high degree of leverage.High yield securities have higher market risk for a variety ofreasons, including greater sensitivity to interest rate changes andeconomic downturns, and the difficulty some issuers may have whentrying to obtain additional financing. Also, high yield securities maybe difficult to value, and if other investors believe that a certainissuer’s securities are overvalued, the holder may be unable to sellthose securities for what it believes is an adequate price.

Foreign Securities









34



Currency Risk. As many investments in foreign countries aredenominated in foreign currencies, changes in the value of thosecountries’ currencies relative to the U.S. dollar may affect the valueof those investments. These changes may occur in response to eventsunrelated to the value of the security in the issuer’s home country.An Underlying Portfolio may use certain techniques, such asforward contracts or future contracts to manage these risks.However, there is no assurance that these techniques will beeffective.


Derivatives


Non-Diversification

The Portfolio and certain of the Underlying Portfolios (HarrisOakmark Focused Value Portfolio, Harris Oakmark InternationalPortfolio, Janus Aggressive Growth Portfolio, Neuberger BermanReal Estate Portfolio and T. Rowe Price Mid-Cap Growth Portfolio)may invest their assets in a small number of issuers. Investing in alimited number of issuers may increase the volatility of a fund’sinvestment performance as compared to funds that invest in alarger number of stocks. Therefore, poor performance by a single






35


issuer will generally have a more adverse impact on the return of anon-diversified fund than on a more broadly diversified fund.


MetLife Advisers, investment adviser to all the Portfolios of the Fund,manages the Portfolio. As of December 31, 2004, MetLife Advisersmanaged approximately $26.6 billion in assets. MetLife Advisers’address is 501 Boylston Street, Boston, Massachusetts 02116.







36



John F. Guthrie, Jr. is Senior Vice President of MetLife Advisersand serves on MetLife Advisers’ Board of Managers. He is alsoSenior Vice President of the Fund and Vice President ofMetropolitan Life. Mr. Guthrie joined the Investment Department ofNew England Life Insurance Company (an indirect subsidiary ofMetLife, Inc.) in 1969 and has served in various positions since thattime.

Thomas C. McDevitt is Vice President of MetLife Advisers and VicePresident of the Fund. Mr. McDevitt joined New England LifeInsurance Company (an indirect subsidiary of MetLife, Inc.) in 1980and became part of the Investment Management Department in1988. He has worked for MetLife Advisers since its inception in1994.




37

MetLife Moderate to AggressiveAllocation Portfolio


The investment objective of the Portfolio is growth of capital.

Principal Investment Strategies.

The Portfolio seeks to achieve its objective by investing in Class Ashares of a diversified group of Underlying Portfolios of the Fundand the Trust. Under normal circumstances, the Portfolio primarilyinvests in Underlying Portfolios that hold large cap, mid cap, smallcap and international equity securities and also invests inUnderlying Portfolios that hold fixed-income securities based on atarget allocation of 80% to equity securities and 20% to fixed-incomesecurities. The names of the Underlying Portfolios in which thePortfolio may invest and the target allocation among the varioustypes of equity and fixed-income securities are set forth in“Information about each Portfolio—Asset Allocation Portfolios.”MetLife Advisers may invest in the Underlying Portfolios so that thePortfolio’s actual allocation between equities and fixed-incomesecurities is within a range of plus or minus 10% of the Portfolio’starget allocation. Deviations from the asset class target allocationwill affect the sub-class target allocations.

The Portfolio seeks to achieve capital growth primarily through itsinvestments in Underlying Portfolios that invest primarily in equitysecurities. These investments may include Underlying Portfoliosthat invest mainly in stocks of large, established U.S. companiesand, to a lesser extent, in stocks of foreign companies and smallerU.S. companies with above-average growth potential. The Portfolioseeks to achieve capital growth secondarily through its investmentsin Underlying Portfolios that invest primarily in fixed-incomesecurities. The Portfolio may invest in Underlying Portfolios thatinvest substantially all of their assets in U.S. government securitiesas well as Underlying Portfolios that invest in investment gradeand high yield, high risk bonds.



Investing in the Portfolio involves risks. The Portfolio may notperform as well as other investments, and it is possible for investorsto lose money. Factors that could harm the investment performanceof the Underlying Portfolios, and thus the investment performanceof the Portfolio, are listed below. For a more complete description ofthese risks and the securities and investment techniques used bythe Underlying Portfolios, please see “More About InvestmentStrategies and Risks” and the prospectuses of the Fund and the



38

MetLife Moderate to Aggressive Allocation Portfolio

Trust relating to the Underlying Portfolios. Factors that could harmthe investment performance of the Portfolio include:


‰ A general decline in U.S. or foreign equity or fixed-incomesecurity markets.



‰ Poor performance of equity securities relative to fixed-incomesecurities.

‰ Poor performance of small capitalization issuers relative tothe performance of issuers with larger capitalizations. Smallcapitalization companies may involve greater risks due togreater price volatility and less available public information.

‰ The risks associated with investing in one or a few sectors.





Fees and Expenses

This table describes the fees and expenses that you will payif you invest in the Portfolio. It includes the fees and expenses ofthe Underlying Portfolios that you will indirectly bear as an investorin the Portfolio. The table does not reflect the variable insuranceproduct fees or any additional expenses that participants in a

39


Qualified Plan may bear relating to the operations of their plan; if itdid, fees and expenses would be higher than shown.












(2) MetLife Advisers has contractually agreed, for the period May 1,2005 through April 30, 2006, to waive fees or pay all expenses(other than brokerage costs, taxes, interest and anyextraordinary expenses) so as to limit Net Operating Expenses(other than brokerage costs, taxes, interest and anyextraordinary expenses) of each Class of the Portfolio to thepercentages shown above. This subsidy is subject to thePortfolio’s obligation to repay MetLife Advisers in future years, ifany, when the Portfolio’s expenses for any Class fall below theexpense limit for that Class that was in effect at the time of thesubsidy. Such deferred expenses may be charged to the Portfolioin a subsequent year to the extent that the charge does not causethe expenses in such subsequent year to exceed the expense limitthat was in effect at the time of the subsidy. The Portfolio is notobligated to repay such expenses more than five years after theend of the fiscal year in which the expenses were incurred.

40




Example:







Because substantially all of the assets of the Portfolio are investedin various Underlying Portfolios, the risks associated with investingin the Portfolio are closely related to the risks associated with thesecurities and other investments held by those UnderlyingPortfolios. In addition, the investment performance of the Portfoliois directly related to the investment performance of the UnderlyingPortfolios held by the Portfolio. The ability of the Portfolio to meetits investment objective depends upon the allocation of thePortfolio’s assets among the Underlying Portfolios and the ability of

41


an Underlying Portfolio to meet its own investment objective. Therecan be no assurance that the investment objective of the Portfolio oran Underlying Portfolio will be achieved.

Equity Securities





The Underlying Portfolios that invest in fixed-income securities aresubject to the risks associated with fixed-income securities. Fixed-income securities involve both credit risk and market risk, whichincludes interest rate risk. Some fixed-income securities, inparticular, mortgage-related securities, also involve the risk that anissuer will repay the principal or repurchase the security before itmatures. If this happens, the holder will no longer receive any




42


interest on that security. The holder could buy another security, butthat other security might pay a lower interest rate. Also, if theholder paid a premium when it bought the security, the holder mayreceive less from the issuer than it paid for the security.



Foreign Securities



Regional and National Risk. News and events unique to particularregions and foreign countries may affect non-U.S. markets andissuers. These same events may not affect the U.S. economy orsimilar issuers located in the United States in the same manner. Asa result, movements in the prices of foreign securities may notcorrelate with the prices of U.S. securities.



43




Derivatives


Non-Diversification

The Portfolio and certain of the Underlying Portfolios (HarrisOakmark Focused Value Portfolio, Harris Oakmark InternationalPortfolio, Janus Aggressive Growth Portfolio, Neuberger BermanReal Estate Portfolio and T. Rowe Price Mid-Cap Growth Portfolio)may invest their assets in a small number of issuers. Investing in alimited number of issuers may increase the volatility of a fund’sinvestment performance as compared to funds that invest in alarger number of stocks. Therefore, poor performance by a singleissuer will generally have a more adverse impact on the return of anon-diversified fund than on a more broadly diversified fund.






44


Sector Investing

To the extent that an Underlying Portfolio has significantinvestments in one or a few sectors, it bears more risk than a fundthat maintains broad sector diversification.

Underlying Portfolios, such as the PIMCO PEA Innovation Portfolioand the RCM Global Technology Portfolio, may concentrateinvestment in companies which utilize innovative technologies andtherefore may be subject to risks particularly affecting thosecompanies. Technology company stocks can be subject to abrupt orerratic price movements and have been volatile, especially over theshort term, due to the rapid pace of product change anddevelopment affecting such companies. Technology companies aresubject to significant competitive pressures, such as new marketentrants, aggressive pricing and tight profit margins.

Electronic technology and technology service companies also face therisks that new services, equipment or technologies will not beaccepted by consumers and businesses or will become rapidlyobsolete. These factors can affect the profitability of technologycompanies and, as a result, the value of their securities. In addition,many Internet-related companies in an emerging stage ofdevelopment are particularly vulnerable to the risks that theirbusiness plans will not develop as anticipated and of rapidlychanging technologies.





Elizabeth M. Forget is the Chair of the Committee, but eachmember of the Committee is jointly and primarily responsible forthe management of the Portfolio. Ms. Forget is President andTrustee of the Trust. She has been a President of Met Investors

45


Advisory LLC and Executive Vice President of MetLife InvestorsGroup, Inc. since 2000. Prior to that, she was Senior Vice Presidentof Equitable Distributors, Inc. and Vice President of Equitable LifeAssurance Society of the United States. In 2005, Ms. Forget becamea Vice President of MetLife Advisers.





John F. Guthrie, Jr. is Senior Vice President of MetLife Advisers andserves on MetLife Advisers’ Board of Managers. He is also SeniorVice President of the Fund and Vice President of Metropolitan Life.Mr. Guthrie joined the Investment Department of New England LifeInsurance Company (an indirect subsidiary of MetLife, Inc.) in 1969and has served in various positions since that time.





46





The Portfolio seeks to achieve its objective by investing in Class Ashares of a diversified group of Underlying Portfolios of the Fundand the Trust. Under normal circumstances, the Portfolio primarilyinvests in Underlying Portfolios that hold large cap, mid cap, smallcap and international equity securities based on a target allocationof 100% to equity securities. The Portfolio may invest up to 10% ofits assets in fixed-income securities. The names of the UnderlyingPortfolios in which the Portfolio may invest and the target allocationamong the various types of equity securities are set forth in“Information about each Portfolio—Asset Allocation Portfolios.”MetLife Advisers may invest in the Underlying Portfolios so that thePortfolio’s actual allocation between equities and fixed-incomesecurities is within a range of plus or minus 10% of the Portfolio’starget allocation. Deviations from the asset class target allocationwill affect the sub-class target allocations.

The Portfolio seeks to achieve capital growth through itsinvestments in Underlying Portfolios that invest primarily in equitysecurities. These investments may include Underlying Portfoliosthat invest mainly in stocks of large, established U.S. companies,and, to a lesser extent, in stocks of foreign companies and small U.S.companies with above-average growth potential.



Investing in the Portfolio involves risks. The Portfolio may notperform as well as other investments, and it is possible for investorsto lose money. Factors that could harm the investment performanceof the Underlying Portfolios, and thus the investment performanceof the Portfolio, are listed below. For a more complete description ofthese risks and the securities and investment techniques used bythe Underlying Portfolios, please see “More About InvestmentStrategies and Risks” and the prospectuses of the Fund and theTrust relating to the Underlying Portfolios. Factors that could harmthe investment performance of the Portfolio include:


47


‰ A general decline in U.S. or foreign stock markets.





‰ The risks associated with investing in one or a few sectors.



Fees and Expenses





48










(2) MetLife Advisers has contractually agreed, for the period May1, 2005 through April 30, 2006, to waive fees or pay all expenses(other than brokerage costs, taxes, interest and anyextraordinary expenses) so as to limit Net Operating Expenses(other than brokerage costs, taxes, interest and anyextraordinary expenses) of each Class of the Portfolio to thepercentages shown above. This subsidy is subject to thePortfolio’s obligation to repay MetLife Advisers in future years,if any, when the Portfolio’s expenses for any Class fall below theexpense limit for that Class that was in effect at the time of thesubsidy. Such deferred expenses may be charged to the Portfolioin a subsequent year to the extent that the charge does notcause the expenses in such subsequent year to exceed theexpense limit that was in effect at the time of the subsidy. ThePortfolio is not obligated to repay such expenses more than fiveyears after the end of the fiscal year in which the expenses wereincurred.

(3) As an investor in an Underlying Portfolio, the Portfolio will bearits pro-rata portion of the operating expenses of that UnderlyingPortfolio, including the management fee. The percentage shownabove for Estimated Indirect Underlying Portfolio Expenses isan estimate of the total operating expenses of the UnderlyingPortfolios that the Portfolio will bear in the current fiscal year.Some of the Underlying Portfolios are subject to contractualexpense reduction agreements. If these agreements were not inplace, the percentage shown above for Estimated IndirectUnderlying Portfolio Expenses would be 0.75%.


49


Example:

This Example is intended to help you compare the cost of investingin the Portfolio with the cost of investing in other mutual funds. TheExample assumes that you invest $10,000 in the Portfolio for thetime periods indicated and then redeem all of your shares at the endof those periods. The Example also assumes that your investmentearns a 5% return each year and that the Portfolio’s operatingexpenses remain the same. The Example does not reflect anyinsurance product fees or any additional expenses that participantsin a Qualified Plan may bear relating to the operations of their plan.The amounts reflected in the Example include the costs of theUnderlying Portfolios that you indirectly bear as an investor in thePortfolio. The Example assumes the expiration of the applicableexpense reduction arrangements for the Portfolio and theUnderlying Portfolios after one year.



Class A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 86 $311Class B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $111 $389Class E . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $101 $358



Because substantially all of the assets of the Portfolio are investedin various Underlying Portfolios, the risks associated with investingin the Portfolio are closely related to the risks associated with thesecurities and other investments held by those UnderlyingPortfolios. In addition, the investment performance of the Portfoliois directly related to the investment performance of the UnderlyingPortfolios held by the Portfolio. The ability of the Portfolio to meetits investment objective depends upon the allocation of thePortfolio’s assets among the Underlying Portfolios and the ability ofan Underlying Portfolio to meet its own investment objective. Therecan be no assurance that the investment objective of the Portfolio oran Underlying Portfolio will be achieved.

Equity Securities


50


Investment Style Risk. Some Underlying Portfolios place particularemphasis on growth stocks. The prices of growth stocks may bemore sensitive to changes in current or expected earnings than theprices of other stocks. Growth stocks may not perform as well asvalue stocks or the stock market in general. Other UnderlyingPortfolios place a particular emphasis on value stocks. The price ofvalue stocks may fall, or simply may not increase very much, if themarket does not agree with the Underlying Portfolio’s subadviser’sview of the value of the stock. Value stocks may not perform as wellas growth stocks or as the stock market in general.

Market Capitalization Risk. An Underlying Portfolio may emphasizeits equity investments on companies with a small, medium or largemarket capitalization. The stocks of large capitalization companies donot always have as much growth potential as smaller and mediumcapitalization stocks. The stocks of mid cap companies involvepotentially greater risks and higher volatility than those of largercompanies. Mid cap stocks do not always have as much growthpotential as smaller capitalization stocks. The stocks of smallcapitalization companies may underperform the broad equity marketsand may be more volatile than other stocks because they have limitedmarketability. Small capitalization companies may have limitedproduct lines, markets, financial resources or managementexperience. There is typically less publicly available informationabout small capitalization companies.

Foreign Securities




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Currency Risk. As many investments in foreign countries aredenominated in foreign currencies, changes in the value of thosecountries’ currencies relative to the U.S. dollar may affect the valueof those investments. These changes may occur in response to eventsunrelated to the value of the security in the issuer’s home country.An Underlying Portfolio may use certain techniques, such asforward contracts or future contracts to manage these risks.However, there is no assurance that these techniques will beeffective.


Derivatives

Many of the Underlying Portfolios may use a number of derivativeinstruments for risk management purposes or as part of theirinvestment strategies. Derivatives are subject to risks, and thereforemay not serve their intended purpose. If the price of a derivativemoves in unexpected ways in relation to the security or index onwhich the derivative is based, the Portfolio could lose more moneythan if it had invested directly in the underlying security. Thisadded volatility increases the risk of these investments. In addition,the Underlying Portfolio may not be able to terminate or sellderivatives under some market conditions, which could result insubstantial losses. Derivatives involve credit risk if the other partyto the derivative should fail to meet its obligations to the UnderlyingPortfolio.

Non-Diversification

The Portfolio and certain of the Underlying Portfolios (HarrisOakmark Focused Value Portfolio, Harris Oakmark InternationalPortfolio, Janus Aggressive Growth Portfolio, Neuberger BermanReal Estate Portfolio and T. Rowe Price Mid-Cap Growth Portfolio)may invest their assets in a small number of issuers. Investing in alimited number of issuers may increase the volatility of a fund’sinvestment performance as compared to funds that invest in alarger number of stocks. Therefore, poor performance by a singleissuer will generally have a more adverse impact on the return of anon-diversified fund than on a more broadly diversified fund.






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The Underlying Portfolios that invest in fixed-income securities aresubject to the risks associated with fixed-income securities. Fixed-income securities involve both credit risk and market risk, whichincludes interest rate risk. Some fixed-income securities, inparticular, mortgage-related securities, also involve the risk that anissuer will repay the principal or repurchase the security before itmatures. If this happens, the holder will no longer receive anyinterest on that security. The holder could buy another security, butthat other security might pay a lower interest rate. Also, if theholder paid a premium when it bought the security, the holder mayreceive less from the issuer than it paid for the security.



Sector Investing

To the extent that an Underlying Portfolio has significantinvestments in one or a few sectors, it bears more risk than a fundthat maintains broad sector diversification.

Underlying Portfolios, such as the PIMCO PEA Innovation Portfolioand the RCM Global Technology Portfolio, may concentrateinvestment in companies which utilize innovative technologies andtherefore may be subject to risks particularly affecting thosecompanies. Technology company stocks can be subject to abrupt orerratic price movements and have been volatile, especially over theshort term, due to the rapid pace of product change anddevelopment affecting such companies. Technology companies aresubject to significant competitive pressures, such as new marketentrants, aggressive pricing and tight profit margins.






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Electronic technology and technology service companies also face therisks that new services, equipment or technologies will not beaccepted by consumers and businesses or will become rapidlyobsolete. These factors can affect the profitability of technologycompanies and, as a result, the value of their securities. In addition,many Internet-related companies in an emerging stage ofdevelopment are particularly vulnerable to the risks that theirbusiness plans will not develop as anticipated and of rapidlychanging technologies.







Bradley D. Rhoads is a Managing Director of Metropolitan Life andHead of the Market Strategy Unit of MetLife, Inc. He joinedMetropolitan Life in 1986 and, in 1998, he became responsible forMetropolitan Life’s High Yield Bond portfolio. He has been a

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Managing Director of Metropolitan Life since 2000. In 2005, Mr.Rhoads became a Vice President of MetLife Advisers.



John F. Guthrie, Jr. is Senior Vice President of MetLife Advisersand serves on MetLife Advisers’ Board of Managers. He is alsoSenior Vice President of the Fund and Vice President ofMetropolitan Life. Mr. Guthrie joined the Investment Department ofNew England Life Insurance Company (an indirect subsidiary ofMetLife, Inc.) in 1969 and has served in various positions since thattime.

Thomas C. McDevitt is Vice President of MetLife Advisers and VicePresident of the Fund. Mr. McDevitt joined New England LifeInsurance Company (an indirect subsidiary of MetLife, Inc.) in 1980and became part of the Investment Management Department in1988. He has worked for MetLife Advisers since its inception in1994.




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BlackRock Investment Trust Portfolio


The investment objective of the Portfolio is long-term growth ofcapital and income.


BlackRock Advisors, Inc. (“BlackRock”), subadviser to the Portfolio,seeks to achieve the Portfolio’s investment objective by investing atleast 80% of the Portfolio’s net assets in equity securities. In pursuitof this goal, BlackRock uses the S&P 500 Index as a benchmark.

Stock Selection

BlackRock uses quantitative techniques to analyze a universe ofapproximately 800 companies, including those in the S&P 500 Indexand about 300 other large and medium capitalization companies.Using a multi-factor model, BlackRock then identifies stocks withrising earnings expectations that are selling at low relativevaluations when compared with their sector peers. Based on thisinformation, and using sophisticated risk measurement tools,BlackRock then selects stocks, together with appropriate positionweightings, that it believes will maximize the Portfolio’s return perunit of risk. The Portfolio seeks to maintain its marketcapitalization, sector allocations and style characteristics similar tothose of the S&P 500 Index. Seeking to maintain the optimal risk/return trade-off, BlackRock rebalances the Portfolio’s holdingsregularly. BlackRock assesses each stock’s changing characteristicsrelative to its contribution to portfolio risk. A stock is a candidate forsale when it no longer offers an appropriate return-to-risk trade-off.In order to remain fully invested and instead of purchasing andselling securities directly, the Portfolio may invest in depositoryreceipts that seek to replicate the price performance and dividendyield of the S&P 500 Index.


Investing in the Portfolio involves risks. The Portfolio may notperform as well as other investments, and it is possible for investorsto lose money. Factors that could harm the investment performanceof the Portfolio include:


‰ Poor performance of individual stocks held by the Portfolio orof large capitalization stocks in general.

‰ Potentially rapid price changes (volatility) of equity securities.

‰ Poor performance of fixed-income securities held by thePortfolio, which may be due to interest rate or credit risk.

‰ The risks associated with investment in foreign securities.Foreign securities may be subject to less regulation andadditional regional, national and currency risk.

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The bar chart below shows the annual total returns for the Class A shares of the Portfolio for thelast ten full calendar years. The table following the bar chart compares the average annual totalreturns of the Portfolio to the returns of a relevant broad-based securities market index. Thisinformation helps illustrate the volatility of the Portfolio’s returns. These returns do not reflectadditional fees charged by Separate Accounts, variable insurance contracts or Qualified Plans thatan investor in the Portfolio may pay. If these additional fees were reflected, performance wouldhave been lower. On January 31, 2005, BlackRock succeeded State Street Research & ManagementCompany (“State Street Research”) as subadviser to the Portfolio. The performance information setforth below reflects the management of State Street Research, but not of BlackRock.

During the period shown above, the highest quarterly return was 19.47% for the fourth quarter of1998, and the lowest quarterly return was -17.37% for the third quarter of 2001. Past performanceof a Portfolio does not necessarily indicate how that Portfolio will perform in the future.

Average Annual Total Returns for Periods Ending December 31

Past One Year Past Five Years Past Ten Years

Class A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.86% -3.65% 10.16%Class B* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.60% -3.90% 9.92%Class E* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.71% -3.80% 10.02%S&P 500 Index . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.87% -2.30% 12.07%

* Performance information shown for any period beyond one year is the performance of theClass A shares adjusted to reflect the 0.25% and 0.15% 12b-1 fees of the Class B and Class Eshares, respectively.

Fees and Expenses

This table describes the fees and expenses that you will pay if you invest in thePortfolio. This table does not reflect the variable insurance product fees or any additionalexpenses that participants in a Qualified Pan may bear relating to the operations of their plan; ifit did, fees and expenses would be higher than shown.


Maximum Sales Charge Imposed on Purchases (as a percentage ofoffering price) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N/A N/A N/A

Maximum Deferred Sales Charge (as a percentage of purchase price orredemption price, whichever is lower) . . . . . . . . . . . . . . . . . . . . . . . . . . . . N/A N/A N/A

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Annual Portfolio Operating Expenses (expenses that are deducted from Portfolioassets)


Management Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.49% 0.49% 0.49%Distribution and Service (12b-1) Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.00% 0.25% 0.15%Other Expenses (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.05% 0.05% 0.05%

Total Annual Portfolio Operating Expenses (1) . . . . . . . . . . . . . . . . . . . . . . 0.54% 0.79% 0.69%

(1) The Portfolio directed certain portfolio trades to brokers who paid a portion of the Portfolio’sexpenses. The expense information for the Portfolio does not reflect this reduction inexpenses. If this reduction was shown, the Portfolio’s Total Annual Operating Expenses wouldhave been 0.53% for Class A shares, 0.78% for Class B shares and 0.68% for Class E shares.

Example

This Example is intended to help you compare the cost of investing in the Portfolio with the cost ofinvesting in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio forthe time periods indicated and then redeem all of your shares at the end of those periods. TheExample also assumes that your investment earns a 5% return each year and that the Portfolio’soperating expenses remain the same. The Example does not reflect any insurance product fees orany additional expenses that participants in a Qualified Plan may bear relating to the operationsof their plan.

Although your actual costs may be higher or lower, based on these assumptions your costs wouldbe:

One Year Three Years Five Years Ten Years

Class A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $55 $173 $302 $677Class B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $81 $252 $439 $978Class E . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $70 $221 $384 $859

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Equity Securities

In general, equity securities are considered more volatile than fixed-income securities. The prices of equity securities will rise and fall inresponse to events that affect entire financial markets or industries(changes in inflation or consumer demand, for example) and toevents that affect particular companies (news about the success orfailure of a new product, for example).

Market Capitalization. The stocks of large capitalizationcompanies do not always have as much growth potential as smallerand medium capitalization stocks.


Fixed-income securities involve both credit risk and market risk,which includes interest rate risk. Some fixed-income securitiesalso involve the risk that an issuer will repay the principal orrepurchase the security before it matures. If this happens, theholder will no longer receive any interest on that security. Theholder could buy another security, but that other security might paya lower interest rate. Also, if the holder paid a premium when itbought the security, the holder may receive less from the issuerthan it paid for the security.

Foreign Securities

In addition to the risks associated with securities generally, foreignsecurities present additional risks. As a fundamental policy, thePortfolio limits investment in securities of foreign issuers (excludingADRs) up to 10% of total assets, except that 25% may be invested insecurities issued, assumed or guaranteed by foreign governments ortheir instrumentalities, assumed or guaranteed by domestic issuersor issued, assumed or guaranteed by foreign issuers with a class ofsecurities listed on the New York Stock Exchange. Combined withthe above limits on foreign securities, the Portfolio may invest up to35% of its assets in American Depositary Receipts (“ADRs”).

Regulation and Access to Information. Changes in foreigncountries’ laws may harm the performance and liquidity of thePortfolio’s investments in those countries. Additionally, manycountries have less stringent financial reporting requirements thanthe United States, so it may be difficult to obtain information toevaluate the business potential of foreign issuers.






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Currency Risk. As many investments in foreign countries aredenominated in foreign currencies, changes in the value of thosecountries’ currencies relative to the U.S. dollar may affect the valueof those investments. These changes may occur in response toevents unrelated to the value of the security in the issuer’s homecountry. BlackRock may use certain techniques, such as forwardcontracts, to manage these risks. However, BlackRock cannotassure that these techniques will be effective.

Derivatives

The Portfolio may use derivatives to “hedge” or protect its assetsfrom an unfavorable shift in securities prices or interest rates, tomaintain exposure to the broad equity markets or to enhancereturn. The Portfolio may also use derivatives to attempt to avoidthe risk of an unfavorable shift in currency rates. In so doing, thePortfolio will also give up the opportunity for gain from a favorableshift in currency rates.

These derivatives, even when used to manage risk, are themselvessubject to risks, and therefore may not serve their intended purpose.If the price of a derivative moves in unexpected ways in relation tothe security or index on which the derivative is based, the Portfoliocould lose more money than if it had invested directly in theunderlying security. This added volatility increases the risk of theseinvestments. In addition, the Portfolio may not be able to terminateor sell derivatives under some market conditions, which could resultin substantial losses. Derivatives involve credit risk if the other partyto the derivative should fail to meet its obligations to the Portfolio.

Convertible Securities. The Portfolio may invest in convertiblesecurities, which are fixed-income securities or preferred stocks thatmay later convert to underlying common stocks or other equitysecurities. Prior to conversion, convertible securities have the samegeneral characteristics as other fixed-income securities, and theprice of a convertible security will normally fluctuate in response tointerest rates and other factors bearing on the price of fixed-incomesecurities when the price of the underlying equity security is lessthan the conversion price (“out of the money”). When the price of theunderlying equity security is greater than the conversion price (“inthe money”), the value of the convertible security will normally tendto fluctuate to a greater extent in conjunction with the price of theunderlying security.

Rule 144A and other Private Placement Securities. The Portfoliomay purchase Rule 144A and other private placement securities.Since trading in these securities is limited primarily to institutionalinvestors, such securities may be illiquid, that is, difficult to sell at adesired time and price, due to a limited market. The Portfolio maynot, however, purchase any security if, as a result, more than 15% ofthe Portfolio’s net assets would be invested in securities consideredto be illiquid by BlackRock.

A forward contract is anagreement to buy or sellsecurities or currencies on aspecified future date at aspecific price. Forwardcontracts are one kind ofderivative.

A derivative is a financialinstrument whose value isbased on (derived from)changes in the value ofsomething else, such ascurrency, an interest rate or asecurity. Options and swapcontracts are other types ofderivatives.



60


Exchange Traded Funds. The Portfolio may invest in exchange tradedfunds (“ETFs”). ETFs, such as iShares and SPDRs, are pools ofsecurities. Since the value of an ETF is based on the value of individualsecurities it holds, the value of the Portfolio’s investments in the ETFwill fall if the value of the underlying securities declines. The Portfoliowill bear its proportionate share of the ETF’s fees and expenses.

Warrants. The Portfolio may invest in warrants. Warrants arerights to purchase common stocks at specific prices valid for a specificperiod of time. A warrant’s price will normally fluctuate in the samedirection as the prices of its underlying securities but may havesubstantially more volatility. Warrant holders receive no dividendsand have no voting rights with respect to the underlying security.

When-issued Securities. The Portfolio may invest in securities priorto their date of issue. These securities could fall in value by the timethey are actually issued, which may be any time from a few days toover a year.


BlackRock was organized in 1994 to perform advisory services forinvestment companies and is located at 100 Bellevue Parkway,Wilmington, DE 19809. BlackRock is a wholly-owned subsidiary ofBlackRock, Inc., which had approximately $342 billion of assets undermanagement as of December 31, 2004. BlackRock, Inc. is a majority-owned indirect subsidiary of The PNC Financial Services Group, Inc.

The portfolio managers who are jointly and primarily responsible forthe day-to-day management of the Portfolio are David E. Byrket,CFA, and Frederick W. Herrmann, CFA. Messrs. Byrket andHerrmann lead BlackRock’s Quantitative Equity Team, whichconsists of nine investment professionals and utilizes a sophisticatedcomputer model to evaluate and select securities for purchase basedon a number of criteria. This quantitative security selection programoperates in conjunction with BlackRock’s risk managementanalytics program. Messrs. Byrket and Herrmann, ManagingDirectors of BlackRock, joined BlackRock in 2003. Messrs. Byrketand Herrmann were Managing Directors at Weiss, Peck and Greer,LLC from 2001 to 2003, and managed that firm’s quantitativeequity portfolios from 1996 to 2003.

The SAI provides additional information about the portfolio managers’compensation, other accounts managed by the portfolio managers, andthe portfolio managers’ ownership of securities in the Fund.

The Portfolio pays MetLife Advisers an investment advisory fee atthe annual rate of 0.55% for the first $500 million of the Portfolio’saverage daily net assets, 0.50% for the next $500 million, and 0.45%for amounts over $1 billion. For the year ended December 31, 2004,the Portfolio paid MetLife Advisers an investment advisory fee of0.49% of the Portfolio’s average daily net assets.

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BlackRock Large Cap Value Portfolio


The investment objective of the Portfolio is long-term growth ofcapital.


BlackRock Advisors, Inc. (“BlackRock”), subadviser to the Portfolio,under normal market conditions, invests at least 80% of thePortfolio’s net assets in a portfolio of large capitalization companies,which may include common and preferred stocks and convertiblesecurities. You will receive 60 days’ prior notice if this 80%minimum is going to change. BlackRock considers largecapitalization companies to be those with market capitalizationswithin the capitalization range of companies included in the Russell1000 Value Index. As of June 30, 2004, the Russell 1000 Indexincluded companies with capitalizations of approximately $1.6billion and above. BlackRock will continue to consider stock of acompany to be stock of a large capitalization company, and maycontinue to hold the stock, even if the company has moved outsidethe capitalization range of the Russell 1000 Value Index. In thefuture, BlackRock may define large capitalization companies using adifferent index or classification system. The Portfolio may alsoinvest up to 20% of its assets in stocks of companies that are notlarge capitalization companies. This 20% may include othersecurities, such as U.S. Government bonds and smallercapitalization stocks. The Portfolio may invest in foreign securities.

Stock Selection

BlackRock uses quantitative techniques to analyze a universe ofapproximately 800 value companies. BlackRock uses a multi-factormodel, which identifies the key factors that drive the performance ofvalue stocks. Using this multi-factor model, BlackRock identifiesstocks with low relative valuations and improving earningsexpectations when compared with their sector peers. Based on thisinformation, and using sophisticated risk measurement tools,BlackRock then selects stocks, together with appropriate positionweightings, that it believes will maximize the Portfolio’s return perunit of risk. The Portfolio seeks to maintain its marketcapitalization, sector allocations and style characteristics similar tothose of the Russell 1000 Value Index. Seeking to maintain theoptimal risk/return trade-off, BlackRock rebalances the Portfolio’sholdings regularly. BlackRock assesses each stock’s changingcharacteristics relative to its contribution to portfolio risk. A stock isa candidate for sale when it no longer offers an appropriate return-to-risk trade-off. In order to remain fully invested and instead ofpurchasing and selling securities directly, the Portfolio may investin depository receipts that seek to replicate the price performanceand dividend yield of the Russell 1000 Value Index.

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‰ Poor performance of individual stocks held by the Portfolio, oflarge capitalization stocks, or of value stocks in general.


‰ The risks associated with investments in foreign securities.Foreign securities may be subject to less regulation andadditional regional, national and currency risk.

63


Investment Performance RecordThe bar chart below shows the annual total returns for the Class A shares of the Portfolio for eachfull calendar year since the Portfolio began operations. The table following the bar chart comparesthe average annual total returns of the Portfolio to the returns of a relevant broad-basedsecurities market index. These returns do not reflect additional fees charged by SeparateAccounts, variable insurance contracts or Qualified Plans that an investor in the Portfolio maypay. If these additional fees were reflected, performance would have been lower. Performanceresults for certain periods shown below include the effects of expense reduction arrangements. Ifthese arrangements had not been in place, the performance results would have been lower. OnJanuary 31, 2005, BlackRock succeeded State Street Research & Management Company (“StateStreet Research”) as subadviser to the Portfolio. The performance information set forth belowreflects the management of State Street Research, but not of BlackRock.

During the period shown above, the highest quarterly return was 21.55% for the second quarter of2003, and the lowest quarterly return was -5.79% for the first quarter of 2003. Past performanceof a Portfolio does not necessarily indicate how that Portfolio will perform in the future.

Average Annual Total Returns for Periods Ending December 31Past

One YearLife of the Portfolio

(May 1, 2002)

Class A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13.40% 8.13%Class B* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13.23% 7.86%Class E . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13.32% 7.98%Russell 1000 Value Index . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16.49% 9.47%

* Performance information shown for any period beyond one year is the performance of theClass A shares adjusted to reflect the 0.25% 12b-1 fee of the Class B shares.

Fees and ExpensesThis table describes the fees and expenses that you will pay if you invest in thePortfolio. This table does not reflect the variable insurance product fees or any additionalexpenses that participants in a Qualified Plan may bear relating to the operations of their plan; ifit did, fees and expenses would be higher than shown.




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Management Fees . . . . . . . . . . . . . . . 0.70% 0.70% 0.70%Distribution and Service (12b-1)Fees . . . . . . . . . . . . . . . . . . . . . . . . . 0.00% 0.25% 0.15%

Other Expenses(1)(2) . . . . . . . . . . . . 0.23% 0.23% 0.23%

Total Annual Portfolio OperatingExpenses(1)(2) . . . . . . . . . . . . . . . . 0.93% 1.18% 1.08%

(1) The Portfolio directed certain portfolio trades to brokers whopaid a portion of the Portfolio’s expenses. The expenseinformation for the Portfolio does not reflect this reduction inexpenses. If this reduction was shown, the Portfolio’s TotalAnnual Operating Expenses would have been 0.89% for Class Ashares, 1.14% for Class B shares and 1.04% for Class E shares.

(2) MetLife Advisers has contractually agreed, for the period May 1,2005 through April 30, 2006, to waive fees or pay all expenses(other than brokerage costs, taxes, interest and anyextraordinary expenses) so as to limit total operating expenses(other than brokerage costs, taxes, interest and anyextraordinary expenses) to 0.95% for Class A shares, 1.20% forClass B shares and 1.10% for Class E shares. This subsidy, andsimilar subsidies in effect in earlier periods, are subject to thePortfolio’s obligation to repay MetLife Advisers in future years, ifany, when the Portfolio’s expenses for any Class fall below theexpense limit for that Class that was in effect at the time of thesubsidy in question. Such deferred expenses may be charged tothe Portfolio in a subsequent year to the extent that the chargedoes not cause the expenses in such subsequent year to exceedthe expense limit that was in effect at the time of the subsidy inquestion; provided, however, that the Portfolio is not obligated torepay such expenses more than five years after the end of thefiscal year in which the expenses were incurred. The Portfolio’sTotal Annual Operating Expenses shown above include amountscharged to the Portfolio for such deferred expenses.

ExampleThis Example is intended to help you compare the cost of investingin the Portfolio with the cost of investing in other mutual funds. TheExample assumes that you invest $10,000 in the Portfolio for thetime periods indicated and then redeem all of your shares at the endof those periods. The Example also assumes that your investmentearns a 5% return each year and that the Portfolio’s operatingexpenses remain the same. The Example does not reflect anyinsurance product fees or any additional expenses that participantsin a Qualified Plan may bear relating to the operations of their plan.



Class A . . . . . $ 95 $296 $515 $1,143Class B . . . . . $120 $375 $649 $1,432Class E . . . . . $110 $343 $595 $1,317

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Equity Securities



Investment Style Risk. The price of value stocks may fall, or simplymay not increase very much, if the market does not agree with thesubadviser’s view of the value of the stock. Value stocks may notperform as well as growth stocks or as the stock market in general.




Warrants. The Portfolio may invest in warrants. Warrants arerights to purchase common stocks at specific prices valid for aspecific period of time. A warrant’s price will normally fluctuate inthe same direction as the prices of its underlying securities but mayhave substantially more volatility. Warrant holders receive nodividends and have no voting rights with respect to the underlyingsecurity.





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Foreign Securities

In addition to the risks associated with securities generally, foreignsecurities present additional risks.



Currency Risk. As many investments in foreign countries aredenominated in foreign currencies, changes in the value of thosecountries’ currencies relative to the U.S. dollar may affect the valueof those investments. These changes may occur in response toevents unrelated to the value of the security in the issuer’s homecountry. BlackRock may use certain techniques, such as forwardcontracts or futures contracts, to manage these risks. However,BlackRock cannot assure that these techniques will be effective.

Derivatives


These derivatives, even when used to manage risk, are themselvessubject to risks, and therefore may not serve their intended purpose.If the price of a derivative moves in unexpected ways in relation tothe security or index on which the derivative is based, the Portfoliocould lose more money than if it had invested directly in theunderlying security. This added volatility increases the risk of theseinvestments. In addition, the Portfolio may not be able to terminateor sell derivatives under some market conditions, which could resultin substantial losses. Derivatives involve credit risk if the otherparty to the derivative should fail to meet its obligations to thePortfolio.






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Exchange Traded Funds. The Portfolio may invest in exchangetraded funds (“ETFs”). ETFs, such as iShares and SPDRs, are poolsof securities. Since the value of an ETF is based on the value ofindividual securities it holds, the value of the Portfolio’s investmentsin the ETF will fall if the value of the underlying securities declines.The Portfolio will bear its proportionate share of the ETF’s fees andexpenses.


BlackRock was organized in 1994 to perform advisory services forinvestment companies and is located at 100 Bellevue Parkway,Wilmington, DE 19809. BlackRock is a wholly-owned subsidiary ofBlackRock, Inc., which had approximately $342 billion of assetsunder management as of December 31, 2004. BlackRock, Inc. is amajority-owned indirect subsidiary of The PNC Financial ServicesGroup, Inc.

The portfolio managers who are jointly and primarily responsible forthe day-to-day management of the Portfolio are David E. Byrket,CFA, and Frederick W. Herrmann, CFA. Messrs. Byrket andHerrmann lead BlackRock’s Quantitative Equity Team, whichconsists of nine investment professionals and utilizes a sophisticatedcomputer model to evaluate and select securities for purchase basedon a number of criteria. This quantitative security selection programoperates in conjunction with BlackRock’s risk managementanalytics program. Messrs. Byrket and Herrmann, ManagingDirectors of BlackRock, joined BlackRock in 2003. Messrs. Byrketand Herrmann were Managing Directors at Weiss, Peck and Greer,LLC from 2001 to 2003, and managed that firm’s quantitativeequity portfolios from 1996 to 2003.

The SAI provides additional information about the portfoliomanagers’ compensation, other accounts managed by the portfoliomanagers, and the portfolio managers’ ownership of securities in theFund.

The Portfolio pays MetLife Advisers an investment advisory fee atthe annual rate of 0.70% of the first $250 million of the Portfolio’saverage daily net assets, 0.65% for the next $500 million, and 0.60%for amounts over $750 million. For the year ended December 31,2004, the Portfolio paid MetLife Advisers an investment advisoryfee of 0.70% of the Portfolio’s average daily net assets.

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BlackRock Legacy Large Cap Growth Portfolio




BlackRock Advisors, Inc. (“BlackRock”), subadviser to the Portfolio,under normal market conditions, invests at least 80% of thePortfolio’s net assets in a portfolio of large capitalization equitysecurities. You will receive 60 days’ prior notice if this 80%minimum is going to change. BlackRock considers largecapitalization equity securities to be those issued by companies withmarket capitalizations, at the time of purchase by the Portfolio, of atleast $1 billion.

Stock Selection

The Portfolio invests primarily in stocks believed by BlackRock tohave long-term growth potential. In selecting stocks, BlackRockseeks to identify large capitalization stocks with sustainable above-average earnings growth. The Portfolio intends to invest its assetsin approximately 50-75 U.S.-traded companies, although thenumber of holdings may vary. The Portfolio typically will be fullyinvested. A significant portion of the Portfolio’s assets are expectedto be invested in stocks of companies listed in the Russell 1000Growth Index. The Portfolio seeks to outperform the Russell 1000Growth Index over a market cycle. The Russell 1000 Growth Indextracks growth companies included among the 1,000 largest U.S.companies based on total market capitalization. The Portfolio mayfrom time to time emphasize one or more growth sectors. Inaddition, BlackRock tries to manage risk relative to the Russell1000 Growth Index.

BlackRock seeks to invest in fundamentally sound companies withstrong managements, superior earnings growth prospects, andattractive relative valuations. BlackRock emphasizes fundamentalresearch in seeking to successfully identify and invest in thesecompanies. BlackRock’s disciplined investment process emphasizesbottom-up stock selection and risk management techniques.




‰ Poor performance of individual stocks held by the Portfolio, oflarge cap stocks, or of growth stocks in general.

69




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The bar chart below shows the annual total return for the Class A shares of the Portfolio for thelast ten full calendar years. The table following the bar chart compares the average annual totalreturns of the Portfolio to the returns of a relevant broad-based securities market index. Thisinformation helps illustrate the volatility of the Portfolio’s returns. These returns do not reflectadditional fees charged by Separate Accounts, variable insurance contracts or Qualified Plansthat an investor in the Portfolio may pay. If these additional fees were reflected, performancewould have been lower. On May 1, 2004, the Portfolio changed its subadviser from Fred AlgerManagement, Inc. (“Alger”) to State Street Research & Management Company (“State StreetResearch”) and also changed its investment objective and principal investment strategies. OnJanuary 31, 2005, BlackRock succeeded State Street Research as subadviser to the Portfolio. Theperformance information set forth below reflects the management of Alger and State StreetResearch, but not of BlackRock.



PastOne Year

PastFive Years

PastTenYears

Class A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.81% -5.68% 12.08%Class B* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.56% -5.93% 11.83%Class E* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.61% -5.83% 11.93%Russell 1000 Growth Index . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.30% -9.29% 9.59%


Fees and Expenses

This table describes the fees and expenses that you will pay if you invest in thePortfolio. This table does not reflect the variable insurance product fees or any additionalexpenses that participants in a Qualified Plan may bear relating to the operations of their plan; ifit did, fees and expenses would be higher than shown.

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Shareholder Fees (fees paid directly from your investment)


Maximum Sales Charge Imposed onPurchases (as a percentage of offeringprice) . . . . . . . . . . . . . . . . . . . . . . . . . . . . N/A N/A N/A

Maximum Deferred Sales Charge (as apercentage of purchase price orredemption price, whichever islower) . . . . . . . . . . . . . . . . . . . . . . . . . . . N/A N/A N/A



Management Fees . . . . . . . . . . . . . . . . . . . 0.74% 0.74% 0.74%Distribution and Service (12b-1) Fees . . 0.00% 0.25% 0.15%Other Expenses (1) . . . . . . . . . . . . . . . . . . 0.06% 0.06% 0.06%

Total Annual Portfolio OperatingExpenses (1) . . . . . . . . . . . . . . . . . . . . . . 0.80% 1.05% 0.95%


Example

This Example is intended to help you compare the cost of investingin the Portfolio with the cost of investing in other mutual funds. TheExample assumes that you invest $10,000 in the Portfolio for thetime periods indicated and then redeem all of your shares at the endof those periods. The Example also assumes that your investmentearns a 5% return each year and that the Portfolio’s operatingexpenses remain the same. The Example does not reflect anyinsurance product fees or any additional expenses that participantsin a Qualified Plan may bear relating to the operations of their plan.



Class A . . . . . $ 82 $255 $444 $ 990Class B . . . . . $107 $334 $579 $1,283Class E . . . . . $ 97 $303 $525 $1,166

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Equity Securities



Investment Style Risk. The prices of growth stocks may be moresensitive to changes in current or expected earnings than the pricesof other stocks. Growth stocks may not perform as well as valuestocks or the stock market in general.



Mutual Funds. The Portfolio may invest in mutual funds. Sincethe value of a mutual fund is based on the value of the individualsecurities it holds, the value of the Portfolio’s investment in themutual fund will fall if the value of the underlying securitiesdeclines. The Portfolio will bear its proportionate share of themutual fund’s fees and expenses.

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Exchange Traded Funds. The Portfolio may invest in exchangetraded funds (“ETFs”). ETFs, such as iShares and SPDRs, are poolsof securities. Since the value of an ETF is based on the value of theindividual securities it holds, the value of the Portfolio’s investmentin the ETF will fall if the value of the underlying securities declines.The Portfolio will bear its proportionate share of the ETF’s fees andexpenses.

Foreign Securities





Derivatives


These derivatives, even when used to manage risk, are themselvessubject to risks, and therefore may not serve their intended purpose.If the price of a derivative moves in unexpected ways in relation tothe security or index on which the derivative is based, the Portfolio






74


could lose more money than if it had invested directly in theunderlying security. This added volatility increases the risk of theseinvestments. In addition, the Portfolio may not be able to terminateor sell derivatives under some market conditions, which could resultin substantial losses. Derivatives involve credit risk if the otherparty to the derivative should fail to meet its obligations to thePortfolio.




BlackRock was organized in 1994 to perform advisory services forinvestment companies and is located at 100 Bellevue Parkway,Wilmington, DE 19809. BlackRock is a wholly-owned subsidiary ofBlackRock, Inc., which had $342 billion of assets under managementas of December 31, 2004. BlackRock, Inc. is a majority-owned indirectsubsidiary of The PNC Financial Services Group, Inc.

The portfolio managers who are jointly and primarily responsible forthe day-to-day management of the Portfolio are Jeffrey R. Lindsey,CFA, and Edward P. Dowd. Messrs. Lindsey and Dowd leadBlackRock’s Fundamental Large Cap Growth consisting of fourinvestment professionals. Messrs. Lindsey and Dowd joinedBlackRock in 2005 following the merger between BlackRock andState Street Research, the Portfolio’s former subadviser.

Mr. Lindsey joined State Street Research in 2002. From 2003 untilhe joined BlackRock, Mr. Lindsey was a Managing Director and theChief Investment Officer-Growth at State Street Research,responsible for overseeing all of State Street Research’s growth andcore products. Prior to joining State Street Research, he served as aManaging Director, Director of Concentrated Growth Products andSenior Vice President at Putnam Investments.

Prior to joining BlackRock, Mr. Dowd was a Vice President at StateStreet Research. Prior to joining State Street Research in 2002, hewas a Vice President and Technology Sector Leader forIndependence Investment LLC and an equity research associate atDonaldson, Lufkin & Jennrette.

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Effective May 1, 2004, the Portfolio pays MetLife Advisers aninvestment advisory fee at the annual rate of 0.73% of the first$1 billion of the Portfolio’s average daily net assets, and 0.65% foramounts over $1 billion. Prior to May 1, 2004, the Portfolio paidMetLife Advisers an investment advisory fee at the annual rate of0.75% for the first $1 billion of the Portfolio’s average net assets,and 0.70% for amounts over $1 billion. For the year ended December31, 2004, the Portfolio paid MetLife Advisers an investmentadvisory fee of 0.74% of the Portfolio’s average daily net assets.

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Davis Venture Value Portfolio




Davis Selected Advisers, L.P. (“Davis Selected”), subadviser to thePortfolio, invests, under normal circumstances, the majority of thePortfolio’s assets primarily in equity securities of companies withmarket capitalizations of at least $10 billion. Davis Selectedsearches for companies that it believes are of high quality andwhose stocks are selling at attractive prices with the intention ofholding them for the long term. Davis Selected believes thatmanaging risk is the key to delivering superior long-terminvestment results; therefore, it considers how much couldpotentially be lost on an investment before considering how muchmight be gained. The Portfolio typically invests a significant portionof its assets in the financial services sector. The Portfolio may alsoinvest in foreign securities, including American Depositary Receipts(“ADRs”).

Stock Selection

Over the years, Davis Selected has developed a list of characteristicsthat it believes allow companies to expand earnings over the longterm and minimize risk to enhance their potential for superior long-term returns. While few companies possess all of thesecharacteristics at any given time, Davis Selected searches forcompanies that demonstrate a majority or an appropriate mix ofthese characteristics:

‰ Proven track record.

‰ Significant personal ownership in business.

‰ Intelligent allocation of capital.

‰ Smart application of technology to improve business andlower costs.

‰ Strong balance sheet.

‰ Low cost structure and low debt.

‰ High after-tax returns on capital.

‰ High quality of earnings.

‰ Non-obsolescent products and services.

‰ Dominant or growing market share in a growing market.

‰ Global presence and brand names.

Davis Selected emphasizes individual stock selection and believesthat the ability to evaluate management is critical. Davis Selectedroutinely visits managers at their places of business in order to gaininsight into the relative value of different businesses.

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‰ A general decline in the U.S. or foreign stock markets.

‰ Poor performance of individual stocks held by the Portfolio, oflarge capitalization stocks, or of value stocks in general.


‰ The risks associated with investments in foreign securities,which may be subject to less regulation and additionalregional, national and currency risk.

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The bar chart below shows the annual total return for the Class A shares of the Portfolio for thelast ten full calendar years. The table following the bar chart compares the average annual totalreturns of the Portfolio to the returns of a relevant broad-based securities market index. Thisinformation helps illustrate the volatility of the Portfolio’s returns. These returns do not reflectadditional fees charged by Separate Accounts, variable insurance contracts or Qualified Plansthat an investor in the Portfolio may pay. If these additional fees were reflected, performancewould have been lower.



One YearPast

Five YearsPast

Ten Years

Class A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12.37% 3.66% 14.18%Class B* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.95% 3.40% 13.92%Class E* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12.14% 3.50% 14.02%S&P 500 Index . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.87% -2.30% 12.07%


Fees and Expenses





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Management Fees . . . . . . . . . . . . . . . . . . . . . 0.72% 0.72% 0.72%Distribution and Service (12b-1) Fees . . . . 0.00% 0.25% 0.15%Other Expenses(1) . . . . . . . . . . . . . . . . . . . . 0.06% 0.06% 0.06%

Total Annual Portfolio OperatingExpenses(1) . . . . . . . . . . . . . . . . . . . . . . . . 0.78% 1.03% 0.93%


Example




Class A . . . . . . . . . . . . $ 80 $249 $433 $ 966Class B . . . . . . . . . . . . $105 $328 $569 $1,259Class E . . . . . . . . . . . . $ 95 $296 $515 $1,143


Equity Securities



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Financial services risk. The Portfolio typically invests a significantportion of its assets in the financial services sector. Risks ofinvesting in the financial services sector include: (i) Regulatoryactions: financial services companies may suffer a setback ifregulators change the rules under which they operate; (ii) Changesin interest rates: unstable interest rates, and/or rising interest rates,can have a disproportionate effect on the financial services sector;(iii) Undiversified loan portfolios: financial services companieswhose securities the Portfolio purchases may themselves haveconcentrated loan portfolios, such as a high level of loans to realestate developers, which makes them vulnerable to economicconditions that affect that industry; and (iv) Competition: thefinancial services sector has become increasingly competitive.

Foreign Securities




Currency Risk. As many investments in foreign countries aredenominated in foreign currencies, changes in the value of thosecountries’ currencies relative to the U.S. dollar may affect the valueof those investments. These changes may occur in response toevents unrelated to the value of the security in the issuer’s homecountry. Davis Selected may use certain techniques, such asforward contracts or futures contracts, to manage these risks.However, Davis Selected cannot assure that these techniques will beeffective.



A derivative is a financialinstrument whose value isbased on (derived from)changes in the value ofsomething else, such as acurrency, an interest rate or asecurity.

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As of December 31, 2004, Davis Selected, together with its affiliatedinstitutional asset management companies, managed approximately$58.3 billion in assets. Davis Selected’s address is 2949 East ElviraRoad, Suite 101, Tucson, Arizona 85706. Davis Selected maydelegate to Davis Selected Advisers-NY, Inc. any of itsresponsibilities related to the Portfolio. Davis SelectedAdvisers-NY, Inc. is a wholly-owned subsidiary of Davis Selectedand is located at 609 Fifth Avenue, New York, New York 10017.

Christopher C. Davis and Kenneth C. Feinberg are the co-portfoliomanagers of the Portfolio. They share joint decision-makingauthority in the day-to-day management of the Portfolio.Christopher Davis has been the portfolio manager for the Portfolioand other equity funds managed by Davis Selected since February1997. Mr. Feinberg has co-managed other equity funds for DavisSelected since May 1998 and became co-portfolio manager of thePortfolio in April 1999. Mr. Feinberg was a research analyst atDavis Selected from December 1994 until May 1998, and before thathe was an Assistant Vice President of Investor Relations forContinental Corp.


The Portfolio pays MetLife Advisers an investment advisory fee atthe annual rate of 0.75% for the first $1 billion of the Portfolio’saverage daily net assets and 0.70% for amounts over $1 billion. Forthe year ended December 31, 2004, the Portfolio paid MetLifeAdvisers an investment advisory fee of 0.72% of the Portfolio’saverage daily net assets.

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FI Value Leaders Portfolio




Fidelity Management & Research Company (“FMR”), subadviser tothe Portfolio, normally invests the Portfolio’s assets primarily incommon stocks of well-known and established companies. ThePortfolio may invest in domestic and foreign issuers.

Investment Selection

FMR invests the Portfolio’s assets in securities of companies that itbelieves are undervalued in the marketplace in relation to factorssuch as a company’s assets, sales, earnings, growth potential or cashflow, or in relation to securities of other companies in the sameindustry. FMR considers traditional and other measures of valuesuch as price/book (P/B) ratio, price/sales (P/S) ratio, price/earnings(P/E) ratio, earnings relative to enterprise value (the total value of acompany’s outstanding equity and debt), and the discounted value ofa company’s projected future free cash flows. The types of companiesin which the Portfolio may invest include companies experiencingpositive fundamental change, such as a new management team orproduct launch, a significant cost-cutting initiative, a merger oracquisition, or a reduction in industry capacity that should lead toimproved pricing; companies whose earnings potential has increasedor is expected to increase more than generally perceived; andcompanies that have enjoyed recent market popularity but whichappear to have temporarily fallen out of favor for reasons that areconsidered non-recurring or short-term. In buying and sellingsecurities for the Portfolio, FMR relies on fundamental analysis ofeach issuer and its potential for success in light of its currentfinancial condition, its industry position, and economic and marketconditions. Factors considered include growth potential, earningsestimates and management.

FMR may use various techniques, such as buying and sellingfutures contracts and exchange traded funds, to increase or decreasethe Portfolio’s exposure to changing security prices or other factorsthat affect security values. If FMR strategies do not work asintended, the Portfolio may not achieve its objective.

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‰ Poor performance of individual stocks held by the Portfolio, orof value stocks in general.



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The bar chart below shows the annual total return for the Class A shares of the Portfolio for the lastten full calendar years. The table following the bar chart compares the average annual total returnsof the Portfolio to the returns of two relevant broad-based securities market indexes. Thisinformation helps illustrate the volatility of the Portfolio’s returns. These returns do not reflectadditional fees charged by Separate Accounts, variable insurance contracts or Qualified Plans thatan investor in the Portfolio may pay. If these additional fees were reflected, performance would havebeen lower. On May 1, 2002, the Portfolio changed its subadviser and its investment objective andprincipal investment strategies. Performance information set forth below includes results prior tothese changes.




Class A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13.73% -1.04% 10.76%Class B* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13.53% -1.29% 10.51%Class E* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13.56% -1.19% 10.61%S&P 500 Index . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.87% -2.30% 12.07%Russell 1000 Value Index . . . . . . . . . . . . . . . . . . . . . . . 16.49% 5.27% 13.83%


Fees and Expenses





85




Management Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.66% 0.66% 0.66%Distribution and Service (12b-1) Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.00% 0.25% 0.15%Other Expenses(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.08% 0.08% 0.08%

Total Annual Portfolio Operating Expenses(1) . . . . . . . . . . . . . . . . . . . . . . . 0.74% 0.99% 0.89%


ExampleThis Example is intended to help you compare the cost of investing in the Portfolio with the cost ofinvesting in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio forthe time periods indicated and then redeem all of your shares at the end of those periods. TheExample also assumes that your investment earns a 5% return each year and that the Portfolio’soperating expenses remain the same. The Example does not reflect any insurance product fees orany additional expenses that participants in a Qualified Plan may bear relating to the operationsof their plan.

Although your actual costs may be higher or lower, based on these assumptions your costs would be:One Year Three Years Five Years Ten Years

Class A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 76 $237 $411 $ 918Class B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $101 $315 $547 $1,213Class E . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 91 $284 $493 $1,096


Equity SecuritiesIn general, equity securities are considered more volatile than fixed-income securities. The pricesof equity securities will rise and fall in response to events that affect entire financial markets orindustries (changes in inflation or consumer demand, for example) and to events that affectparticular companies (news about the success or failure of a new product, for example).

Investment Style Risk. The price of value stocks may fall, or simply may not increase very much,if the market does not agree with the subadviser’s view of the value of the stock. Value stocks maynot perform as well as growth stocks or as the stock market in general.

Exchange Traded Funds. The Portfolio may invest in exchange traded funds (“ETFs”). ETFs,such as iShares and SPDRs, are pools of securities. Since the value of an ETF is based on thevalue of the individual securities it holds, the value of the Portfolio’s investment in the ETF willfall if the value of the underlying securities declines. The Portfolio will bear its proportionateshare of the ETF’s fees and expenses.

Foreign SecuritiesIn addition to the risks associated with securities generally, foreign securities present additionalrisks.

Regulation and Access to Information. Changes in foreign countries’ laws may harm theperformance and liquidity of the Portfolio’s investments in those countries. Additionally, manycountries have less stringent financial reporting requirements than the United States, so it maybe difficult to obtain information to evaluate the business potential of foreign issuers.

86



Currency Risk. As many investments in foreign countries aredenominated in foreign currencies, changes in the value of thosecountries’ currencies relative to the U.S. dollar may affect the valueof those investments. These changes may occur in response toevents unrelated to the value of the security in the issuer’s homecountry. FMR may use certain techniques, such as forwardcontracts or futures contracts, to manage these risks. However,FMR cannot assure that these techniques will be effective.

Forward Contracts and Futures ContractsThe Portfolio attempts to avoid the risk of an unfavorable shift incurrency rates by entering into forward contracts or buying orselling futures contracts. In so doing, the Portfolio will also give upthe opportunity for gain from a favorable shift in currency rates.The Portfolio may also purchase futures contracts to maintainexposure to the broad equity markets.

If the price of a futures contract changes in unexpected wayscompared to the price of the security or index on which the contractis based, the Portfolio could lose more money than if it had investeddirectly in the underlying security. This added volatility increasesthe risk of these investments. In addition, investors may beunwilling to buy or sell futures contracts under some marketconditions. If this happens, the Portfolio might not be able to closeout futures transactions without incurring substantial losses.

Portfolio ManagementWhile FMR is the subadviser to the Portfolio, the day-to-dayinvestment management decisions for the Portfolio are made by FMRCo., Inc. (‘‘FMRC”), which serves as sub-subadviser to the Portfolio.FMRC is a wholly-owned subsidiary of FMR. As of December 31, 2004,FMRmanaged approximately $932.8 billion in mutual fund assets.FMR’s address is 82 Devonshire Street, Boston, MA 02109.

Brian Hogan is the Portfolio Manager of the Portfolio, which he hasmanaged since February 2004. Since joining FMR in 1994, Mr.Hogan has worked as a research analyst and manager.

The SAI provides additional information about the portfolio manager’scompensation, other accounts managed by the portfolio manager, andthe portfolio manager’s ownership of securities in the Fund.

The Portfolio pays MetLife Advisers an investment advisory fee at theannual rate of 0.70% for the first $200 million of the Portfolio’s averagedaily net assets, 0.65% for the next $300 million, 0.60% for the next$1.5 billion and 0.55% for amounts over $2 billion. For the year endedDecember 31, 2004, the Portfolio paid MetLife Advisers an investmentadvisory fee of 0.66% of the Portfolio’s average daily net assets.




87

Harris Oakmark Large Cap Value Portfolio


The investment objective of the Portfolio is long-term capitalappreciation.


Harris Associates L.P. (“Harris”), subadviser to the Portfolio, investsunder normal market conditions at least 80% of the Portfolio’sassets in equity securities of large capitalization U.S. companies.You will receive 60 days’ prior notice if this 80% minimum is goingto change. Harris defines large-capitalization companies as those, atthe time of purchase, with a market capitalization larger than themarket capitalization of the smallest company included in theRussell 1000 Index. As of June 30, 2004, this included companieswith capitalizations of approximately $1.6 billion and above.

Harris may invest up to 20% of the Portfolio’s total assets in fixed-income securities, including investment grade securities and highyield debt.

Harris uses a value investment style in selecting equity securitiesfor the Portfolio. Harris believes that, over time, a company’s stockprice converges with its true business value. By “true businessvalue,” Harris means its estimate of the price a knowledgeablebuyer would pay to acquire the entire business. Harris believes thatby investing in equity securities priced significantly below whatHarris believes is the true business value presents the bestopportunity to achieve the Portfolio’s investment objective. Harris’value strategy also emphasizes investing for the long-term, whichmeans that the Portfolio will generally own the stock of companiesin which it invests for at least two to three years, although Harrismay use short-term trading strategies as well.

Harris believes that holding a small number of stocks allows its“best ideas” to have a meaningful impact on fund performance;therefore, the Portfolio typically holds 40 to 70 stocks rather thanhundreds.

Stock Selection

Harris uses this value philosophy to identify companies that itbelieves have discounted stock prices compared to the companies’true business value. In assessing such companies, Harris looks forthe following characteristics, although not all of the companiesselected will have these attributes:

‰ Free cash flows and intelligent investment of excess cash.

‰ Earnings that are growing and reasonably predictable.

‰ High level of manager ownership.

Equity securities includecommon stocks, preferredstocks, warrants andsecurities convertible intocommon or preferred stocks.



88


Harris focuses on individual companies in making its investmentdecisions rather than on specific economic factors or specificindustries. In order to select those companies that meet the criteriadescribed above, Harris uses in-house research to analyze eachcompany. As part of this selection process, its analysts typically visitcompanies and talk to various industry sources.

The chief consideration in the selection of stocks is the size of thediscount of a company’s stock price compared to Harris’ view of thecompany’s true business value. Once Harris determines that a stockis selling at a significant discount (typically 60%) to Harris’ view ofits estimated true business value, and the company has certain ofthe additional qualities mentioned above, Harris generally willconsider buying that stock. Harris usually sells when the company’sstock price approaches 90% of Harris’ view of its estimated truebusiness value. This process allows Harris to set specific “buy” and“sell” targets for each stock held by the Portfolio. Harris alsomonitors the Portfolio’s holdings, and, if warranted, adjusts a stock’sprice target to reflect changes in a company’s characteristics.



‰ A general decline in the U.S. stock or fixed-income securitiesmarkets.

‰ Poor performance of individual stocks held by the Portfolio, oflarge cap stocks, or of value stocks in general.


‰ Poor performance of fixed-income securities, including highyield debt securities, held by the Portfolio, which may be dueto interest rate, credit or market risk.

‰ The risks associated with investing in fewer issuers. If thestocks in which the Portfolio invests perform poorly, thePortfolio could incur greater losses than if it had invested in alarger number of stocks.

89



The bar chart below shows the annual total returns for the Class A shares of the Portfolio for eachfull calendar year since the Portfolio began operations. The table following the bar chart comparesthe average annual total returns of the Portfolio to the returns of a relevant broad-basedsecurities market index. This information helps illustrate the volatility of the Portfolio’s returns.These returns do not reflect additional fees charged by Separate Accounts, variable insurancecontracts or Qualified Plans that an investor in the Portfolio may pay. If these additional feeswere reflected, performance would have been lower.

During the period shown above, the highest quarterly return was 17.21% for the second quarter of2003, and the lowest quarterly return was -16.89% for the third quarter of 2002. Past performanceof a Portfolio does not necessarily indicate how that Portfolio will perform in the future.


Past One Year Past Five Years

Life of thePortfolio

(November 1,1998)

Class A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.42% 9.82% 6.18%Class B* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.18% 9.57% 5.95%Class E* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.29% 9.67% 6.05%Russell 1000 Value Index . . . . . . . . . . . . . . . . . . . . . . . . 16.49% 5.27% 6.20%


Fees and Expenses


90







Management Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.73% 0.73% 0.73%Distribution and Service (12b-1) Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.00% 0.25% 0.15%Other Expenses (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.06% 0.06% 0.06%

Total Annual Portfolio Operating Expenses (1) . . . . . . . . . . . . . . . . . . . . . . 0.79% 1.04% 0.94%


Example





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Equity Securities







High yield securities, or “junk bonds,” have a higher credit risk andmarket risk than investment grade fixed-income securities. Issuerscould have high credit risk for many reasons, including problemswith product development or distribution, reductions in marketshare or overall sales, competition in their markets or a high degreeof leverage. High yield securities have higher market risk for avariety of reasons, including greater sensitivity to interest ratechanges and economic downturns, and the difficulty some issuersmay have when trying to obtain additional financing. Also, highyield securities may be difficult to value, and if other investorsbelieve that a certain issuer’s securities are overvalued, the holdermay be unable to sell those securities for what it believes is anadequate price.

Convertible Securities. The Portfolio may invest in convertiblesecurities, which are fixed-income securities or preferred stocks thatmay later convert to underlying common stocks or other equity






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securities. Prior to conversion, convertible securities have the same general characteristics asother fixed-income securities, and the price of a convertible security will normally fluctuate inresponse to interest rates and other factors bearing on the price of fixed-income securities whenthe price of the underlying equity security is less than the conversion price (“out of the money”).When the price of the underlying equity security is greater than the conversion price (“in themoney”), the value of the convertible security will normally tend to fluctuate to a greater extent inconjunction with the price of the underlying security.

Warrants. The Portfolio may invest in warrants. Warrants are rights to purchase common stocksat specific prices valid for a specific period of time. A warrant’s price will normally fluctuate in thesame direction as the prices of its underlying securities but may have substantially more volatility.Warrant holders receive no dividends and have no voting rights with respect to the underlyingsecurity.


Founded in 1976, Harris serves as investment adviser to individuals, trusts, retirement plans,endowments, mutual funds and foundations, and manages numerous private partnerships. As ofDecember 31, 2004, Harris managed approximately $60.3 billion in assets. Harris’ address is TwoNorth LaSalle Street, Chicago, Illinois 60602-3790.

Michael J. Mangan, William C. Nygren and Robert M. Levy are the portfolio managers of thePortfolio. They have been responsible for its management since March 21, 2000 in the case of Mr.Nygren, since May 1, 2002 in the case of Mr. Mangan, and since May 1, 2005 in the case of Mr.Levy. Mr. Mangan is responsible for the day-to-day management of the Portfolio, including themanagement of cash flows, position weightings, new investment ideas and client service. Mr.Nygren and Mr. Levy provide strategic guidance with respect to the overall investment strategy ofthe Portfolio as well as the specific portfolio investments as members of Harris’s stock selectiongroup and, in the case of Mr. Levy, as the firm’s Chief Investment Officer. Mr. Levy is also apartner and the Chairman of Harris. He joined Harris in 1985. Mr. Nygren is the portfoliomanager for other mutual funds managed by Harris. He joined Harris in 1983, and has been apartner and portfolio manager. From 1990 to 1998, Mr. Nygren was the Director of Research ofHarris. Mr. Mangan, who joined Harris in 1997, has fifteen years of investment experience andhas been a partner and portfolio manager. Previously, he worked at Stein Roe & Farnham,managing portfolios for institutions and individuals, and served as an Internal Auditor atContinental Bank.

The SAI provides additional information about the portfolio managers’ compensation, other accountsmanaged by the portfolio managers, and the portfolio managers’ ownership of securities in the Fund.

The Portfolio pays MetLife Advisers an investment advisory fee at the annual rate of 0.75% forthe first $250 million of the Portfolio’s average daily net assets, and 0.70% for amounts over $250million. For the year ended December 31, 2004, the Portfolio paid MetLife Advisers an investmentadvisory fee of 0.73% of the Portfolio’s average daily net assets.

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Jennison Growth Portfolio




Jennison Associates LLC (“Jennison”), subadviser to the Portfolio,will normally invest at least 65% of the Portfolio’s assets in equityand equity-related securities of U.S. companies that exceed $1billion in market capitalization and that Jennison believes havestrong capital appreciation potential. These companies are generallyconsidered to be in the medium-to-large capitalization range. ThePortfolio may invest in common stocks, preferred stocks, convertiblestocks, and equity interests in partnerships, joint ventures andother noncorporate entities. The Portfolio may also invest inwarrants and similar rights that can be exercised for equitysecurities. The Portfolio may invest up to 20% of its assets in moneymarket instruments, U.S. government securities and derivatives.The Portfolio may invest up to 20% of its total assets in foreignsecurities. The 20% limitation on foreign securities does not includeAmerican Depositary Receipts (“ADRs”) and other similar securitiestrading on U.S. exchanges or markets. The Portfolio may haveexposure to foreign currencies through its investment in foreignsecurities.

Stock Selection

Jennison follows a highly disciplined investment selection andmanagement process of identifying companies that show superiorabsolute and relative earnings growth and also are attractivelyvalued. Earnings predictability and confidence in earnings forecastsare important parts of the selection process. Securities in which thePortfolio invests have historically been more volatile than the S&P500 Index. Also, companies that have an earnings growth ratehigher than that of the average S&P 500 company tend to reinvesttheir earnings rather than distribute them, so the Portfolio is notlikely to receive significant dividend income on its portfoliosecurities.

The Portfolio invests in medium-to-large companies experiencingsome or all of the following: above-average revenue and earnings pershare growth, strong market position, improving profitability anddistinctive attributes such as unique marketing ability, strongresearch and development and productive new product flow, andfinancial strength. Such companies generally trade at high pricesrelative to their current earnings. The Portfolio will consider sellingor reducing a stock position when, in the opinion of Jennison, thestock has experienced a fundamental disappointment in earnings; ithas reached an intermediate-term price objective and its outlook nolonger seems sufficiently promising; a relatively more attractivestock emerges; or the stock has experienced adverse pricemovement.

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Investing in the Portfolio involves risks. The Portfolio may not perform as well as otherinvestments, and it is possible for investors to lose money. Factors that could harm theinvestment performance of the Portfolio include:


‰ Poor performance of individual stocks held by the Portfolio, or of growth stocks in general.


‰ The risks associated with investment in foreign securities. Foreign securities may besubject to less regulation and additional regional, national and currency risk.


The bar chart below shows the annual total returns for the Class A shares of the Portfolio for eachfull calendar year since the Portfolio began operations. The table following the bar chart comparesthe average annual total returns of the Portfolio to the returns of a relevant broad-basedsecurities market index. These returns do not reflect additional fees charged by SeparateAccounts, variable insurance contracts or Qualified Plans that an investor in the Portfolio maypay. If these additional fees were reflected, performance would have been lower.



Past One YearLife of the Portfolio

(May 1, 2002)

Class A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.20% 3.47%Class B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.94% 3.21%Class E* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.05% 3.32%S&P 500 Index . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.87% 6.40%

* Performance information shown is the performance of the Class A shares adjusted to reflectthe 0.15% 12b-1 fee of the Class E shares.

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Fees and Expenses

This table describes the fees and expenses that you will pay ifyou invest in the Portfolio. This table does not reflect the variableinsurance product fees or any additional expenses that participantsin a Qualified Plan may bear relating to the operations of their plan;if it did, fees and expenses would be higher than shown.


Maximum Sales Charge Imposed onPurchases (as a percentage ofoffering price) . . . . . . . . . . . . . . . . . N/A N/A N/A

Maximum Deferred Sales Charge(as a percentage of purchase priceor redemption price, whichever islower) . . . . . . . . . . . . . . . . . . . . . . . . N/A N/A N/A


ClassA

ClassB

ClassE

Management Fees . . . . . . . . . . . . . . . . . . . 0.65% 0.65% 0.65%Distribution and Service (12b-1) Fees . . . 0.00% 0.25% 0.15%Other Expenses(1) . . . . . . . . . . . . . . . . . . 0.06% 0.06% 0.06%Total Annual Portfolio OperatingExpenses(1) . . . . . . . . . . . . . . . . . . . . . . 0.71% 0.96% 0.86%


Example




Class A . . . . . . . . . . . . $73 $227 $395 $ 883Class B . . . . . . . . . . . . $98 $306 $531 $1,178Class E . . . . . . . . . . . . $88 $274 $477 $1,061

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Equity Securities



Market Capitalization. The stocks of large capitalizationcompanies do not always have as much growth potential as smalleror medium capitalization stocks. The stocks of mediumcapitalization companies involve potentially greater risks andhigher volatility than those of larger companies. Mediumcapitalization stocks do not always have as much growth potentialas smaller capitalization stocks.

Foreign Securities




Currency Risk. As many investments in foreign countries aredenominated in foreign currencies, changes in the value of thosecountries’ currencies relative to the U.S. dollar may affect the valueof those investments. These changes may occur in response toevents unrelated to the value of the security in the issuer’s homecountry. Jennison may use certain techniques, such as forwardcontracts or futures contracts, to manage these risks. However,Jennison cannot assure that these techniques will be effective.




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Forward Contracts and Futures Contracts

The Portfolio may seek to avoid the risk of an unfavorable shift incurrency rates by entering into forward contracts or buying orselling futures contracts or options on futures contracts. In so doing,the Portfolio will also give up the opportunity for gain from afavorable shift in currency rates.




As of December 31, 2004, Jennison had approximately $64 billion inassets under management for primarily institutional, mutual fundand managed account clients. Jennison’s address is 466 LexingtonAvenue, New York, New York 10017.

Jennison follows a team approach in the management of thePortfolio, while preserving individual accountability. Kathleen A.McCarragher, Spiros Segalas and Michael A. Del Balso are theportfolio managers of the Portfolio. Ms. McCarragher generally hasfinal authority over all aspects of the Portfolio’s investments,including, but not limited to, purchases and sales of individualsecurities, portfolio construction, risk assessment, and managementof cash flows. The portfolio managers are supported by members ofJennison’s Large Cap Growth Equity Team, which is comprised ofother portfolio managers, research analysts and other investmentprofessionals of Jennison. Team members provide research supportand make securities recommendations and support the portfoliomanagers in all activities, including making investment decisions.The team meets regularly to review the portfolio holdings and

98


discuss purchase and sales activity. Members of the team maychange from time to time.

Ms. McCarragher joined Jennison in 1998 and is an Executive VicePresident at Jennison. She is also Jennison’s Head of GrowthEquity. Prior to joining Jennison, she was employed at Weiss, Peck& Greer L.L.C. as a managing director and director of large capgrowth equities for six years.

Mr. Segalas was a founding member of Jennison in 1969 and iscurrently a Director, President and Chief Investment Officer atJennison. He is a member of The New York Society of SecurityAnalysts, Inc.

Mr. Del Balso joined Jennison in 1972 and is currently an ExecutiveVice President at Jennison. He is also Jennison’s Director ofResearch for Growth Equity. He is a member of The New YorkSociety of Security Analysts, Inc.


The Portfolio pays MetLife Advisers an investment advisory fee atthe annual rate of 0.70% for the first $200 million of the Portfolio’saverage daily net assets, 0.65% for the next $300 million, 0.60% forthe next $1.5 billion and 0.55% for amounts over $2 billion. For theyear ended December 31, 2004, the Portfolio paid MetLife Advisersan investment advisory fee of 0.65% of the Portfolio’s average dailynet assets.

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MetLife Stock Index Portfolio

Investment ObjectiveThe investment objective of the Portfolio is to equal the performanceof the Standard & Poor’s 500 Composite Stock Price Index (“S&P500 Index”). Although the Portfolio tries to mirror the performanceof the S&P 500 Index, its performance will not exactly match theindex because the Portfolio incurs operating expenses. The S&P 500Index is an unmanaged group of common stocks, and therefore doesnot have these expenses.

Principal Investment StrategiesThe S&P 500 Index consists of 500 common stocks, most of whichare listed on the New York Stock Exchange. Metropolitan LifeInsurance Company (“Metropolitan Life”), subadviser to thePortfolio, manages the Portfolio by purchasing the common stocks ofall the companies in the S&P 500 Index. The S&P 500 Indexincludes stocks issued by some of the 500 largest companies asmeasured by aggregate market value, although stocks issued bycompanies that are not among the 500 largest companies areincluded in the S&P 500 Index for diversification purposes.

Metropolitan Life, under normal circumstances, invests at least 80%of the Portfolio’s net assets in stocks included in a particular stockindex. You will receive 60 days’ prior notice if this 80% minimum isgoing to change.

Principal Index Investing Strategies

In addition to securities of the type contained in the S&P 500 Index,the Portfolio also expects to invest in exchange traded funds andfutures contracts based on the S&P 500 Index and/or related optionsto simulate full investment in the index while retaining liquidity, tofacilitate trading, to reduce transaction costs or to seek higherreturn when these derivatives are priced more attractively than theunderlying security. Also, since the Portfolio attempts to keeptransaction costs low, the portfolio manager generally will rebalancethe Portfolio if it deviates from the S&P 500 Index by a certainpercentage, depending on the company, industry, and country, asapplicable. Metropolitan Life monitors the tracking performance ofthe Portfolio, before Portfolio operating expenses are deducted,through examination of the “correlation coefficient.” A perfectcorrelation would produce a coefficient of 1.00. Metropolitan Lifewill attempt to maintain a target correlation coefficient of at least.95 for the Portfolio. The portfolio manager also may rebalance thePortfolio due to cash flows into and out of the Portfolio.

Principal Investment RisksInvesting in the Portfolio involves risks. The Portfolio may notperform as well as other investments, and it is possible for investorsto lose money. Factors that could harm the investment performanceof the Portfolio include:

‰ A general decline in the U.S. stock market.

‰ Poor performance of large capitalization stocks in general.


100



The bar chart below shows the annual total returns for the Class A shares of the Portfolio for thelast ten full calendar years. The table following the bar chart compares the average annual totalreturns of the Portfolio to the returns of a relevant broad-based securities market index. Thisinformation helps illustrate the volatility of the Portfolio’s returns. These returns do not reflectadditional fees charged by Separate Accounts, variable insurance contracts or Qualified Plansthat an investor in the Portfolio may pay. If these additional fees were reflected, performancewould have been lower.




Class A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.53% -2.59% 11.67%Class B* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.28% -2.84% 11.38%Class E* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.38% -2.74% 11.48%S&P 500 Index . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.87% -2.30% 12.07%


Fees and Expenses


Shareholder Fees (fees paid directly from your investment)


Maximum Sales Charge Imposed on Purchases (as a percentage ofoffering price) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N/A N/A N/A


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Management Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.25% 0.25% 0.25%Distribution and Service (12b-1) Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.00% 0.25% 0.15%Other Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.05% 0.05% 0.05%

Total Annual Portfolio Operating Expenses . . . . . . . . . . . . . . . . . . . . . . . . . 0.30% 0.55% 0.45%Fee Waiver(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.01%) (0.01%) (0.01%)

Net Operating Expenses(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.29% 0.54% 0.44%

(1) MetLife Advisers has contractually agreed, for the period May 1, 2005 through April 30, 2006,to reduce the Management Fee for each class of the Portfolio to 0.243%.

Example

This Example is intended to help you compare the cost of investing in the Portfolio with the cost ofinvesting in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio forthe time periods indicated and then redeem all of your shares at the end of those periods. TheExample also assumes that your investment earns a 5% return each year and that the Portfolio’soperating expenses remain the same. The Example does not reflect any insurance product fees orany additional expenses that participants in a Qualified Plan may bear relating to the operationsof their plan. The Example assumes the expiration of the fee waiver agreement after one year.



Class A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $30 $ 95 $168 $380Class B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $55 $175 $306 $688Class E . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $45 $143 $251 $566

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Equity Securities


Market Capitalization. The stocks of large capitalizationcompanies do not always have as much growth potential as smallerand medium capitalization companies.

Index Investing. Unlike actively managed portfolios, portfolios thatattempt to match the return of an index generally will not use anydefensive strategies. An investor, therefore, will bear the marketrisk of adverse market conditions with respect to the marketsegment that the index seeks to match. In addition, transactioncosts, other Portfolio or Fund expenses, brief delays that occur untilthe Portfolio can invest cash it receives and other tracking errorsmay result in the Portfolio’s return being lower than the return ofthe index.

Futures Contracts

The Portfolio may purchase futures contracts (or options onfutures contracts) to maintain exposure to the index. If the price of afutures contract changes in unexpected ways compared to the priceof the index, the Portfolio could lose more money than if it hadinvested directly in the underlying securities. This added volatilityincreases the risk of these investments. In addition, investors maybe unwilling to buy or sell futures contracts under some marketconditions. If this happens, the Portfolio might not be able to closeout futures transactions without incurring substantial losses.



Metropolitan Life is a wholly-owned subsidiary of MetLife, Inc., apublicly-owned Delaware corporation. In addition, Metropolitan Lifeis the Fund’s principal underwriter and distributor. MetropolitanLife also manages its own investment assets and those of certainaffiliated companies and other entities. Metropolitan Life is a life


A derivative is a financialinstrument whose value isbased on (derived from)changes in the value ofsomething else, such as acurrency, an interest rate or asecurity. Options are anothertype of derivative.


103


insurance company which sells insurance policies and annuitycontracts. As of December 31, 2004, Metropolitan Life managedapproximately $6.9 billion in assets for the Fund. Metropolitan Lifeis located at 200 Park Avenue, New York, New York 10166.

Stacey Lituchy is the senior portfolio manager of the Portfolio.Urmil Shah, Norman Hu, and Mirsad Usejnoski are the assistantportfolio managers of the Portfolio.

Ms. Lituchy oversees the management of the Portfolio and is aDirector in the Investments Department of Metropolitan Life. Priorto joining Metropolitan Life in 2002, she managed the pension planof the Bristol-Myers-Squibb Company.

Mr. Shah is an assistant portfolio manager and the portfolioadministration manager for the Portfolio and an Associate Directorin the Investments Department of Metropolitan Life. He isresponsible for assisting in all aspects of portfolio management forthe Portfolio and has oversight responsibilities for the portfolioadministrative staff, daily operations, data integrity and portfoliosystems administration. Prior to joining Metropolitan Life in 2001,he was a portfolio management assistant on equity index funds forthe Bank of New York.

Mr. Hu is an assistant portfolio manager and trader for the Portfolioand an Associate in the Investments Department of MetropolitanLife. He also assists in all other aspects of portfolio management,including portfolio analysis and daily operations. Prior to joiningMetropolitan Life in 2003, Mr. Hu was an equity trader at Keefe,Bruyette & Woods and at Lehman Brothers.

Mr. Usejnoski is an assistant portfolio manager and trader for thePortfolio and an Associate in the Investments Department ofMetropolitan Life. He also assists in all other aspects of portfoliomanagement, including performance attribution, portfolio analysisand daily operations. Prior to joining Metropolitan Life’s index fundgroup in 2004, Mr. Usejnoski was a manager of financial reportingand analysis in the Finance Department of Metropolitan Life. Priorto joining Metropolitan Life in 2003, he was an equity investmentanalyst with the Bethlehem Steel Pension Trust and a budgetingmanager with Chubb Corp.


The Portfolio pays MetLife Advisers an investment advisory fee atthe annual rate of 0.25% of the Portfolio’s average daily net assets.For the year ended December 31, 2004, the Portfolio paid MetLifeAdvisers an investment advisory fee at the same rate. MetLifeAdvisers has contractually agreed, for the period May 1, 2005through April 30, 2006, to reduce its advisory fee to 0.243%.

104

MFS Investors Trust Portfolio


The investment objective of the Portfolio is long-term growth ofcapital with a secondary objective to seek reasonable currentincome.


Massachusetts Financial Services Company (“MFS”), subadviser tothe Portfolio, ordinarily invests at least 65% of the net assets of thePortfolio in equity securities, including preferred stocks and fixed-income securities convertible into equity securities. Although thePortfolio may invest in companies of any size, the Portfolio focuses oncompanies with large market capitalizations (greater than $5 billion)that MFS believes have sustainable growth prospects and attractivevaluations based on current and expected earnings or cash flow. ThePortfolio will also seek to generate gross income equal toapproximately 90% of the dividend yield on the S&P 500 Index. MFSmay also invest up to 20% of the net assets of the Portfolio in foreignsecurities, including American Depositary Receipts (“ADRs”). ThePortfolio may have exposure to foreign currencies through itsinvestments in foreign securities.

Stock Selection

MFS uses a bottom-up, as opposed to a top-down, investment stylein managing the Portfolio. This means that MFS selects securitiesbased upon fundamental analysis (such as an analysis of earnings,cash flows, competitive position and management’s abilities)performed by the portfolio managers and MFS’ large group of equityresearch analysts.




‰ Poor performance of individual equity securities held by thePortfolio or of large capitalization stocks in general.



105



The bar chart below shows the annual total return for the Class A shares of the Portfolio for eachfull calendar year since the Portfolio began operations. The table following the bar chart comparesthe average annual total returns of the Portfolio to the returns of a relevant broad-basedsecurities market index. This information helps illustrate the volatility of the returns of thePortfolio. These returns do not reflect additional fees charged by Separate Accounts, variableinsurance contracts or Qualified Plans that an investor in the Portfolio may pay. If theseadditional fees were reflected, performance would have been lower. Performance results forcertain periods shown below include the effects of expense reduction arrangements. If thesearrangements had not been in place, performance results would have been lower.



Past One Year Past Five YearsLife of the Portfolio

(April 30, 1999)

Class A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.37% -1.91% -1.20%Class B* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.17% -2.14% -1.43%Class E* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.28% -2.04% -1.33%S&P 500 Index . . . . . . . . . . . . . . . . . . . . . . . . . . 10.87% -2.30% -0.21%


Fees and Expenses



Maximum Sales Charge Imposed on Purchases (as a percentageof offering price) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N/A N/A N/A

Maximum Deferred Sales Charge (as a percentage of purchaseprice or redemption price, whichever is lower) . . . . . . . . . . . . . . . N/A N/A N/A

106




Management Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.75% 0.75% 0.75%Distribution and Service (12b-1) Fees . . . . . . . . . . . . . . . . . . . . . . . . 0.00% 0.25% 0.15%Other Expenses(1)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.22% 0.22% 0.22%Total Annual Portfolio Operating Expenses(1)(2) . . . . . . . . . . . . . . . 0.97% 1.22% 1.12%


(2) MetLife Advisers has contractually agreed, for the period May 1, 2005 through April 30, 2006,to waive fees or pay all expenses (other than brokerage costs, taxes, interest and anyextraordinary expenses) so as to limit total operating expenses (other than brokerage costs,taxes, interest and any extraordinary expenses) to 1.00% for Class A shares, 1.25% for ClassB shares and 1.15% for Class E shares. This subsidy, and similar subsidies in effect in earlierperiods, are subject to the Portfolio’s obligation to repay MetLife Advisers in future years, ifany, when the Portfolio’s expenses for any Class fall below the expense limit for that Classthat was in effect at the time of the subsidy in question. Such deferred expenses may becharged to the Portfolio in a subsequent year to the extent that the charge does not cause theexpenses in such subsequent year to exceed the expense limit that was in effect at the time ofthe subsidy in question; provided, however, that the Portfolio is not obligated to repay suchexpenses more than three years after the end of the fiscal year in which the expenses wereincurred. The Portfolio’s Total Annual Operating Expenses shown above include amountscharged to the Portfolio for such deferred expenses.

Example




Class A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 99 $309 $536 $1,190Class B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $124 $387 $670 $1,477Class E . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $114 $356 $617 $1,363


Equity Securities

In general, equity securities are considered more volatile than fixed-income securities. The pricesof equity securities will rise and fall in response to events that affect entire financial markets orindustries (changes in inflation or consumer demand, for example) and to events that affectparticular companies (news about the success or failure of a new product, for example).

107




Rule 144A Securities. The Portfolio may invest in Rule 144Asecurities. Since trading in these securities is limited to certainqualified institutional buyers, such securities may be illiquid, that isdifficult to sell at a desired time and price, due to a limited market.A Rule 144A security is treated as illiquid unless MFS determines,under guidelines established by the Fund’s directors, that it isliquid.

Foreign Securities




Currency Risk. As many investments in foreign countries aredenominated in foreign currencies, changes in the value of thosecountries’ currencies relative to the U.S. dollar may affect the valueof those investments. These changes may occur in response toevents unrelated to the value of the security in the issuer’s homecountry. MFS may use certain techniques, such as forwardcontracts to manage these risks. However, MFS cannot assure thatthese techniques will be effective.

A forward contract is anagreement to buy or sellsecurities or currencies on aspecified future date at aspecific price. A forwardcontract is one kind ofderivative.


108



As of December 31, 2004, MFS managed approximately $146 billionin assets worldwide. MFS is located at 500 Boylston Street, Boston,Massachusetts 02116.

The Portfolio is managed by T. Kevin Beatty and Nicole M. Zatlyn,each an MFS Vice President. Mr. Beatty and Ms. Zatlyn share jointresponsibility for the investments of the Portfolio. Mr. Beatty hasbeen a manager of the Portfolio since 2004 and has been employedin the investment management area of MFS since 2002. Prior tojoining MFS, Mr. Beatty was an Equity Analyst and Sector Head atState Street Research & Management Company, where he wasemployed from 1999 to 2002. Ms. Zatlyn, who is a manager of thePortfolio effective May 1, 2005, has been employed in theinvestment management area of MFS since 2001. Prior to joiningMFS, Ms. Zatlyn was an Investment Analyst at Bowman CapitalManagement, where she was employed from 1999 to 2001.


The Portfolio pays MetLife Advisers an investment advisory fee atthe annual rate of 0.75% of the Portfolio’s average daily net assets.For the year ended December 31, 2004, the Portfolio paid MetLifeAdvisers an investment advisory fee at the same rate.

109

T. Rowe Price Large Cap Growth Portfolio


The investment objective of the Portfolio is long-term growth ofcapital and, secondarily, dividend income.


T. Rowe Price Associates Inc. (“T. Rowe Price”), subadviser to thePortfolio, invests under normal market conditions at least 80% ofthe Portfolio’s net assets in equity securities of a diversified groupof large capitalization growth companies (pursuant to T. RowePrice’s classifications). You will receive 60 days’ prior notice if this80% minimum is going to change. T. Rowe Price defines largecapitalization companies as those with a market capitalization, atthe time of purchase by the Portfolio, within the range of the marketcapitalization of companies included in the Russell 1000 Index. As ofJune 30, 2004, this included companies with capitalizations ofapproximately $1.6 billion and above. While most assets will beinvested in U.S. common stocks, other securities may also bepurchased, including foreign stocks, hybrid securities and futuresand options, in keeping with the Portfolio’s objective. It is afundamental policy of the Portfolio to not invest more than 30% oftotal assets in foreign securities, excluding American DepositaryReceipts (“ADRs”).

Stock Selection

T. Rowe Price mostly seeks investment in companies that have theability to pay increasing dividends through strong cash flow. T.Rowe Price generally looks for companies with an above-averagerate of earnings growth and a lucrative niche in the economy thatgives them the ability to sustain earnings momentum even duringtimes of slow economic growth. As growth investors, T. Rowe Pricebelieves that when a company increases its earnings faster thanboth inflation and the overall economy, the market will eventuallyreward it with a higher stock price.

In pursuing the Portfolio’s investment objective, T. Rowe Price hasthe discretion to purchase some securities that do not meet itsnormal investment criteria, as described above, when it perceives anunusual opportunity for gain. These special situations might arisewhen T. Rowe Price believes a security could increase in value for avariety of reasons, including a change in management, anextraordinary corporate event, or a temporary imbalance in thesupply of or demand for the securities.

The Portfolio may sell securities for a variety of reasons, such as tosecure gains, limit losses, or redeploy assets into more promisingopportunities.


110





‰ Poor performance of individual stocks held by the Portfolio, oflarge cap stocks, or of growth stocks in general.


‰ The risks associated with investments in foreign securities,which may be subject to less regulation and additionalregional, national and currency risk. These risks areincreased for emerging market securities.

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One YearPast

Five YearsLife of the Portfolio(November 1, 1998)

Class A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.93% -0.21% 4.78%Class B* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.71% -0.46% 4.55%Class E* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.80% -0.36% 4.65%S&P 500 Index . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.87% -2.30% 2.49%


Fees and Expenses





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Total Annual Portfolio Operating Expenses(1)(2) . . . . . . . . . . . . . . . . . . . . 0.74% 0.99% 0.89%


(2) Effective February 17, 2005, MetLife Advisers has voluntarily agreed to waive a portion of theManagement Fee for each Class of the Portfolio. If this waiver was reflected in the table, theManagement Fee for each Class would be 0.61%, and Total Annual Operating Expenseswould be 0.73% for Class A shares, 0.98% for Class B shares and 0.88% for Class E shares.This waiver may be terminated by MetLife Advisers at any time. See the Portfolio’s “PortfolioManagement” section of this Prospectus for more information about this Management Feewaiver.

Example





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Equity Securities




Foreign Securities




Currency Risk. As many investments in foreign countries aredenominated in foreign currencies, changes in the value of thosecountries’ currencies relative to the U.S. dollar may affect the valueof those investments. These changes may occur in response toevents unrelated to the value of the security in the issuer’s homecountry. T. Rowe Price may use certain techniques, such asforward contracts, to manage these risks. However, T. Rowe Pricecannot assure that these techniques will be effective.

Emerging Markets. The Portfolio may invest in emerging markets,which are generally located in the Asia-Pacific Region, EasternEurope, Latin and South America and Africa. In addition to the


A derivative is a financialinstrument whose value isbased on (derived from)changes in the value ofsomething else, such as acurrency, an interest rate or asecurity. Options andfutures and swap contractsare other types of derivatives.


A futures contract is anobligation to buy or sell anasset on a specified futuredate, or to pay or receivemoney based on the value ofsome security, securitiesindex or currency on aspecified future date.Typically, futures contractsare traded on an exchange(rather than entered intobetween two parties).


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risks of foreign securities described above (which are potentiallygreater for emerging markets securities than for other foreignsecurities), emerging markets securities may be subject to otherrisks, including increased risks of reduced liquidity, high inflationrates, political uncertainty, high administrative and regulatorycosts, repatriation of income and less advantageous investmentterms relative to foreign nationals.

Derivatives



Rule 144A and other Private Placement Securities. The Portfoliomay purchase Rule 144A and other private placement securities.Since trading in these securities is limited primarily to institutionalinvestors, such securities may be illiquid, that is, difficult to sell at adesired time and price, due to a limited market. The Portfolio maynot, however, purchase any security if, as a result, more than 15% ofthe Portfolio’s net assets would be invested in securities consideredto be illiquid by T. Rowe Price.


Convertible Securities. The Portfolio may invest in convertiblesecurities, which are fixed-income securities or preferred stocks thatmay later convert to underlying common stocks or other equitysecurities. Prior to conversion, convertible securities have the same

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general characteristics as other fixed-income securities, and theprice of a convertible security will normally fluctuate in response tointerest rates and other factors bearing on the price of fixed-incomesecurities when the price of the underlying equity security is lessthan the conversion price (“out of the money”). When the price of theunderlying equity security is greater than the conversion price (“inthe money”), the value of the convertible security will normally tendto fluctuate to a greater extent in conjunction with the price of theunderlying security.

Warrants. The Portfolio may invest up to 10% of its net assets inwarrants. Warrants are rights to purchase common stocks atspecific prices valid for a specific period of time. A warrant’s pricewill normally fluctuate in the same direction as the prices of itsunderlying securities but may have substantially more volatility.Warrant holders receive no dividends and have no voting rights withrespect to the underlying security.

Hybrid Instruments. These instruments (a type of potentially high-risk derivative) can combine elements of equity and debt securities,futures and options. For example, the principal amount or interestrate of a hybrid instrument may be determined by reference to theprice of some benchmark, such as a commodity, currency, securitiesindex or interest rate. The interest rate or principal amount payableat maturity of a hybrid instrument may be increased or decreased,depending on changes in the value of the benchmark. Under someconditions, the redemption value of such an instrument could bezero. Hybrid instruments can have volatile prices and expose thePortfolio to losses if the other party to the transaction fails to meetits obligations. Hybrids can have limited liquidity and their use by aPortfolio may not be successful. The Portfolio’s investments inhybrid instruments are limited to 10% of total assets.


A Maryland corporation, T. Rowe Price dates back to 1937. Inaddition to managing the Portfolio, it provides investmentmanagement services to over eight million retail and institutionalaccounts. As of December 31, 2004, T. Rowe Price and its affiliateshad investment management arrangements in effect for about$235.2 billion. T. Rowe Price is located at 100 East Pratt Street,Baltimore, Maryland 21202.

The Portfolio is managed by an Investment Advisory Committee.Robert W. Smith, Committee Chairman, has been responsible forthe day-to-day management of the Portfolio since its inception inNovember, 1998 and works with the Committee in developing andexecuting the Portfolio’s investment program. Mr. Smith joinedT. Rowe Price and began managing assets there in 1992. Mr. Smithand the Investment Advisory Committee manage other mutualfunds for T. Rowe Price.

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The SAI provides additional information about the portfoliomanager’s compensation, other accounts managed by the portfoliomanager, and the portfolio manager’s ownership of securities in theFund.

Effective August 5, 2004, the Portfolio pays MetLife Advisers aninvestment advisory fee at the annual rate of 0.65% for the first $50million of the Portfolio’s average daily net assets, and 0.60% foramounts over $50 million. Prior to August 5, 2004, the Portfolio paidMetLife Advisers an investment advisory fee at the annual rate of0.70% for the first $50 million of the Portfolio’s average daily netassets, and 0.60% for amounts over $50 million. For the period May1, 2005 though April 30, 2006, MetLife Advisers has contractuallyagreed to reduce this investment advisory fee to the annual rate of0.635% for the first $50 million of the Portfolio’s average daily netassets. In addition, effective February 17, 2005, MetLife Advisershas voluntarily agreed to waive its investment advisory fee by theamount waived by the Portfolio’s subadviser pursuant to a voluntarysubadvisory fee waiver. This voluntary waiver is dependent on thesatisfaction of certain conditions and may be terminated by MetLifeAdvisers at any time. The SAI provides more information aboutthese fee waivers. For the year ended December 31, 2004, thePortfolio paid MetLife Advisers an investment advisory fee of 0.62%of the Portfolio’s average daily net assets.

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BlackRock Aggressive Growth Portfolio

Investment ObjectiveThe investment objective of the Portfolio is maximum capitalappreciation.

Principal Investment StrategiesBlackRock Advisors, Inc. (“BlackRock”), subadviser to the Portfolio,invests, under normal market conditions, at least 65% of thePortfolio’s total assets in equity securities of medium sizecompanies. For these purposes, equity securities may includecommon and preferred stocks, convertible securities and warrants.BlackRock generally expects that most investments will be incompanies with market capitalizations within the range of themarket capitalizations of companies in the Russell Midcap GrowthIndex, the S&P MidCap 400 Index or a similar index. As of June 30,2004, the Russell Midcap Index and the S&P MidCap 400 Indexincluded companies with market capitalizations ranging from $1.6to $12.4 billion and from $344 million to $14.3 billion, respectively.

The Portfolio reserves the flexibility to also invest up to 35% of thePortfolio’s total assets in other securities across the full spectrumfrom small to large capitalization issuers. Other securities may alsoinclude other types of equity securities, as well as U.S. governmentsecurities and corporate bonds rated investment grade at the timeof purchase and their unrated equivalents. BlackRock may adjustthe composition of the Portfolio as market conditions and economicoutlooks change. The Portfolio may invest in foreign securitiessubject to the limitations set out under “More About InvestmentStrategies and Risks—Foreign Securities.”

Stock SelectionIn selecting stocks, BlackRock takes a growth approach, searchingprimarily for companies whose earnings appear to be growing at afaster rate than the earnings of an average company. BlackRockgenerally attempts to identify the industries that over the long termwill grow faster than the economy as a whole. BlackRock looks forcompanies within those industries that appear to have the potentialto sustain earnings growth, or companies within industriesexperiencing increasing demand.



‰ Poor performance of individual stocks held by the Portfolio, ofmid cap stocks, or of growth stocks in general.




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The bar chart below shows the annual total returns for the Class A shares of the Portfolio for thelast ten full calendar years. The table following the bar chart compares the average annual totalreturns of the Portfolio to the returns of a relevant broad-based securities market index. Thisinformation helps illustrate the volatility of the Portfolio’s returns. These returns do not reflectadditional fees charged by Separate Accounts, variable insurance contracts or Qualified Plans thatan investor in the Portfolio may pay. If these additional fees were reflected, performance wouldhave been lower. On January 31, 2005, BlackRock succeeded State Street Research & ManagementCompany (“State Street Research”) as subadviser to the Portfolio. The performance information setforth below reflects the management of State Street Research, but not of BlackRock.



One YearPast

Five YearsPast

Ten Years

Class A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12.98% -4.40% 6.06%Class B* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12.73% -4.65% 5.80%Class E** . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12.79% -4.55% 5.90%Russell Midcap Growth Index . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15.48% -3.36% 11.23%

* Performance information shown is the performance of the Class A shares adjusted to reflectthe 0.25% 12b-1 fee of the Class B shares.

** Performance information shown for any period beyond one year is the performance of theClass A shares adjusted to reflect the 0.15% 12b-1 fee of the Class E shares.

Fees and Expenses





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Example





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More About Investment Strategies and RisksEquity Securities

In general, equity securities are considered more volatile than fixed-income securities. The prices of equity securities will rise and fall inresponse to events that affect entire financial markets or industries(changes in inflation or consumer demand, for example) and toevents that affect particular companies (news about the success orfailure of a new product, for example).Investment Style Risk. The prices of growth stocks may be moresensitive to changes in current or expected earnings than the pricesof other stocks. Growth stocks may not perform as well as valuestocks or the stock market in general.Market Capitalization. The stocks of midcap companies involvepotentially greater risks and higher volatility than those of largercompanies. Midcap stocks do not always have as much growthpotential as smaller capitalization stocks. The stocks of smallcapitalization companies may underperform the broad equitymarkets and may be more volatile than other stocks because theyhave limited marketability. Small capitalization companies mayhave limited product lines, markets, financial resources ormanagement experience. There is typically less publicly availableinformation about small capitalization companies.

Foreign SecuritiesIn addition to the risks associated with securities generally, foreignsecurities present additional risks. As a fundamental policy, thePortfolio limits investment in securities of foreign issuers (excludingADRs) up to 10% of total assets, except that 25% may be invested insecurities issued, assumed or guaranteed by foreign governments ortheir instrumentalities, assumed or guaranteed by domestic issuersor issued, assumed or guaranteed by foreign issuers with a class ofsecurities listed on the New York Stock Exchange. Combined withthe above limits on foreign securities, the Portfolio may invest up to35% of its assets in American Depositary Receipts (“ADRs”).Regulation and Access to Information. Changes in foreigncountries’ laws may harm the performance and liquidity of thePortfolio’s investments in those countries. Additionally, manycountries have less stringent financial reporting requirements thanthe United States, so it may be difficult to obtain information toevaluate the business potential of foreign issuers.Regional and National Risk. News and events unique to particularregions and foreign countries may affect non-U.S. markets andissuers. These same events may not affect the U.S. economy orsimilar issuers located in the United States in the same manner. Asa result, movements in the prices of foreign securities may notcorrelate with the prices of U.S. securities.Currency Risk. As many investments in foreign countries aredenominated in foreign currencies, changes in the value of thosecountries’ currencies relative to the U.S. dollar may affect the valueof those investments. These changes may occur in response toevents unrelated to the value of the security in the issuer’s homecountry. BlackRock may use certain techniques, such as forwardcontracts, to manage these risks. However, BlackRock cannotassure that these techniques will be effective.





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DerivativesThe Portfolio may use derivatives to “hedge” or protect its assets from anunfavorable shift in securities prices or interest rates, to maintainexposure to the broad equity markets or to enhance return. The Portfoliomay also use derivatives to attempt to avoid the risk of an unfavorableshift in currency rates. In so doing, the Portfolio will also give up theopportunity for gain from a favorable shift in currency rates.




Convertible Securities. The Portfolio may invest in convertiblesecurities, which are fixed-income securities or preferred stocks thatmay later convert to underlying common stocks or other equitysecurities. Prior to conversion, convertible securities have the samegeneral characteristics as other fixed-income securities, and the price ofa convertible security will normally fluctuate in response to interestrates and other factors bearing on the price of fixed-income securitieswhen the price of the underlying equity security is less than theconversion price (“out of the money”). When the price of the underlyingequity security is greater than the conversion price (“in the money”),the value of the convertible security will normally tend to fluctuate to agreater extent in conjunction with the price of the underlying security.



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The portfolio managers who are jointly and primarily responsible forthe day-to-day management of the Portfolio are Eileen M. Leary,CFA, Managing Director, Anne Truesdale, CFA, Vice President, andNeil Wagner, Managing Director. Mses. Leary and Truesdale joinedBlackRock’s Small and Mid-Cap Growth Equity Team in 2005following the merger between BlackRock and State Street Research,the Portfolio’s former subadviser. From 2002 until she joinedBlackRock, Ms. Leary was a Portfolio Manager at State StreetResearch and was responsible for the day-to-day management of thePortfolio. She joined State Street Research in 1989 and has been aninvestment professional since 1993.

From 1997 until she joined BlackRock, Ms. Truesdale was a memberof the small and mid-cap growth equity team at State StreetResearch, where she was an equity analyst focusing on mid-capgrowth companies in the technology, media, gaming, financial andservices sectors. Prior to 1997, she was part of State StreetResearch’s central research team.

Mr. Wagner heads BlackRock’s nine-person Small and Mid-CapGrowth Equity Team. He joined BlackRock in April 2002 andbecame a Managing Director in January 2004. Mr. Wagner was aresearch analyst focusing on small and mid cap equities atMassachusetts Financial Services from 1998 to 2000 and was aportfolio manager there from 2000 to 2002. He was a senior equityresearch analyst at DFS Advisors LLC from 1997 to 1998.







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FI Mid Cap Opportunities Portfolio

Investment ObjectiveThe investment objective of the Portfolio is long-term growth of capital.

Principal Investment Strategies:Fidelity Management & Research Company (“FMR”), subadviser tothe Portfolio, normally invests the Portfolio’s assets primarily incommon stocks. The Portfolio normally invests at least 80% of itsassets in securities of companies with medium marketcapitalizations. You will receive 60 days’ prior notice if this 80%minimum is going to change. Although a universal definition ofmedium market capitalization does not exist, for purposes of thisPortfolio, FMR generally defines medium market capitalizationcompanies as those whose market capitalization is similar to themarket capitalization of companies in the S&P MidCap 400 Index orthe Russell Midcap Index. A company’s market capitalization isbased on its current market capitalization or its marketcapitalization at the time of the Portfolio’s investment. Companieswhose capitalizations no longer meet this definition after purchasecontinue to be considered to have a medium market capitalizationfor purposes of the 80% policy. The size of companies in each indexchanges with market conditions and the composition of each index.The Portfolio may invest in companies with smaller or largermarket capitalizations. Securities of both domestic and foreignissuers may be purchased for the Portfolio.

Investment SelectionThe Portfolio is not constrained by any particular investment style.At any given time, the Portfolio may tend to buy either “growth”stocks or “value” stocks, or a combination of both types. In buyingand selling securities for the Portfolio, FMR relies on fundamentalanalysis of each issuer and its potential for success in light of itscurrent financial condition, its industry position, and economic andmarket conditions. Factors considered include growth potential,earnings estimates, and management.

FMR may use various techniques, such as buying and sellingfutures contracts and exchange traded funds, to increase or decreasethe Portfolio’s exposure to changing security prices or other factorsthat affect security values. If FMR strategies do not work asintended, the Portfolio may not achieve its objective.


‰ A general decline in U.S. or foreign stock markets.‰ Poor performance of individual stocks held by the Portfolio, orof mid cap stocks in general.



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The bar chart below shows the annual total returns for the Class A shares of the Portfolio for eachfull calendar year since the Portfolio began operations. The table following the bar chart comparesthe average annual total returns of the Portfolio to the returns of two relevant broad-basedsecurities market indexes. This information helps illustrate the volatility of the Portfolio’sreturns. These returns do not reflect additional fees charged by Separate Accounts, variableinsurance contracts or Qualified Plans that an investor in the Portfolio may pay. If theseadditional fees were reflected, performance would have been lower. On May 1, 2004, the Portfoliochanged its subadviser from Janus Capital Management LLC (“Janus”) to FMR and also changedits principal investment strategies. Performance information set forth below includes results priorto these changes.

During the period shown above, the highest quarterly return was 59.36% for the fourth quarter of1999, and the lowest quarterly return was -30.95% for the first quarter of 2001. Past performanceof a Portfolio does not necessarily indicate how that Portfolio will perform in the future.


One Year Five YearsLife of the Portfolio

(March 1, 1997)

Class A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17.19% -13.56% 8.50%Class B* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16.83% -13.81% 8.24%Class E* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16.98% -13.71% 8.34%S&P MidCap 400 Index . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16.47% 9.53% 13.88%


Fees and Expenses



Maximum Sales Charge Imposed on Purchases (as a percentageof offering price) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N/A N/A N/A


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Management Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.68% 0.68% 0.68%Distribution and Service (12b-1) Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.00% 0.25% 0.15%Other Expenses (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.07% 0.07% 0.07%Total Annual Portfolio Operating Expenses (1) . . . . . . . . . . . . . . . . . . . . . . 0.75% 1.00% 0.90%


Example






Equity Securities

In general, equity securities are considered more volatile than fixed-income securities. The pricesof equity securities will rise and fall in response to events that affect entire financial markets orindustries (changes in inflation or consumer demand, for example) and to events that affectparticular companies (news about the success or failure of a new product, for example).

Market Capitalization. The stocks of midcap companies involve potentially greater risks andhigher volatility than those of larger companies. Midcap stocks do not always have as muchgrowth potential as smaller capitalization stocks.

Exchange Traded Funds. The Portfolio may invest in exchange traded funds (“ETFs”). ETFs,such as iShares and SPDRs, are pools of securities. Since the value of an ETF is based on thevalue of the individual securities it holds, the value of the Portfolio’s investment in the ETF willfall if the value of the underlying securities declines. The Portfolio will bear its proportionateshare of the ETF’s fees and expenses.

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Foreign Securities



Regional and National Risk. News and events unique to particularregions and foreign countries may affect non-U.S. markets andissuers. These same events may not affect the U.S. economy orsimilar issuers located in the United States in the same manner.As a result, movements in the prices of foreign securities may notcorrelate with the prices of U.S. securities.

Currency Risk. As many investments in foreign countries aredenominated in foreign currencies, changes in value of thosecountries’ currencies relative to the U.S. dollar may affect the valueof those investments. These changes may occur in response toevents unrelated to the value the security in the issuer’s homecountry. FMR may use certain techniques, such as forwardcontracts or futures contracts, to manage these risks. However,Fidelity cannot assure that these techniques will be effective.


The Portfolio attempts to avoid the risk of an unfavorable shift incurrency rates by entering into forward contracts or buying orselling futures contracts. In so doing, the Portfolio will also give upthe opportunity for gain from a favorable shift in currency rates.The Portfolio may also purchase futures contracts to maintainexposure to the broad equity markets.



While FMR is the subadviser to the Portfolio, the day-to-dayinvestment management decisions for the Portfolio will be made byFMR Co., Inc. (“FMRC”), which serves as sub-subadviser to the



A derivative is a financialinstrument whose value isbased on (derived from)changes in the value ofsomething else, such as acurrency, an interest rate ora security.

127


Portfolio. FMRC is a wholly-owned subsidiary of FMR. As ofDecember 31, 2004, FMR managed approximately $932.8 billion inmutual fund assets. FMR’s address is 82 Devonshire Street,Boston, MA 02109.

Peter Saperstone is the Portfolio Manager of the Portfolio. Mr.Saperstone has been associated with FMRC since January 2000 andwith FMR from 1995 through 2000.


The Portfolio pays MetLife Advisers an investment advisory fee atthe annual rate of 0.75% for the first $100 million of the Portfolio’saverage daily net assets, 0.70% for the next $400 million, and 0.65%for amounts over $500 million. For the year ended December 31,2004, the Portfolio paid MetLife Advisers an investment advisoryfee of 0.68% of the Portfolio’s average daily net assets.

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Harris Oakmark Focused Value Portfolio


The investment objective of the Portfolio is long-term capitalappreciation.


Harris Associates L.P. (“Harris”), subadviser to the Portfolio, investsthe Portfolio’s assets, under normal circumstances, primarily incommon stocks of U.S. companies. The Portfolio is a “non-diversifiedfund,” which means that it may hold at any one time securities offewer issuers compared to a “diversified fund.” The Portfolio couldown as few as 12 securities, but generally will have 25 to 30securities in its portfolio. Harris will normally invest at least 65% ofthe Portfolio’s total assets in equity securities of companies withpublic stock market capitalizations within the range of the marketcapitalization of companies considered to be midcap stocks byMorningstar, Inc. As of December 31, 2004, this capitalization rangewas $1.6 billion to $8.9 billion. This capitalization range will changeover time due to changes in the value of U.S. stocks. Harris mayinvest up to 25% of the Portfolio’s total assets in fixed-incomesecurities, including investment grade securities and high yielddebt.

Harris uses a value investment style in selecting equity securitiesfor the Portfolio. Harris believes that, over time, a company’s stockprice converges with its true business value. By “true businessvalue,” Harris means its estimate of the price a knowledgeablebuyer would pay to acquire the entire business. Harris believes thatinvesting in equity securities priced significantly below what Harrisconsiders to be the true business value presents the bestopportunity to achieve the Portfolio’s investment objective.

Harris’ value strategy also emphasizes investing for the long term,which means that the Portfolio will generally own the stock ofcompanies in which it invests for at least two to three years,although Harris may use short-term trading strategies as well.

Stock Selection

Harris uses this value philosophy to identify companies that itbelieves have discounted stock prices compared to the companies’true business values.

In assessing such companies, Harris looks for the followingcharacteristics, although not all of the companies selected will havethese attributes:

‰ Free cash flows and intelligent investment of excess cash.

‰ Earnings that are growing and reasonably predictable.

‰ High level of manager ownership.

Investment grade: Moody’sand Standard & Poor’s arerating agencies that assign a“credit rating” to fixed-incomesecurities and issuers basedon the agency’s evaluation ofthe risk that the issuer willdefault on its obligations.Securities or issuers that earnone of the top four ratingsfrom Moody’s or Standard &Poor’s (or any other nationallyrecognized agency) areconsidered “investmentgrade.” In this Prospectus,unrated securities that, in thesubadviser’s judgment, are ofsimilar quality to othersecurities rated investmentgrade are also referred to as“investment grade.”


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Harris focuses on individual companies in making its investmentdecisions rather than on specific economic factors or specificindustries. In order to select those companies that meet the criteriadescribed above, Harris uses in-house research to analyze eachcompany. As part of this selection process, its analysts typically visitcompanies and talk to various industry sources.

The chief consideration in the selection of stocks is the size of thediscount of a company’s stock price compared to Harris’ view ofthe company’s true business value. Once Harris determines that astock is selling at a significant discount to Harris’ view of itsestimated worth, and the company has certain of the additionalqualities mentioned above, Harris generally will consider buyingthat stock. Harris usually sells when the company’s stock priceapproaches Harris’ view of its estimated worth. This process allowsHarris to set specific “buy” and “sell” targets for each stock held bythe Portfolio. Harris also monitors the Portfolio’s holdings and, ifwarranted, adjusts a stock’s price target to reflect changes in acompany’s characteristics.



‰ A general decline in the U.S. stock markets or fixed-incomesecurities markets.

‰ Poor performance of individual stocks held by the Portfolio, ofmidcap stocks, or of value stocks in general.


‰ Poor performance of fixed-income securities held by thePortfolio, which may be due to interest rate risk or credit risk.

‰ The risks associated with a “non-diversified” fund. If thestocks in which the Portfolio invests perform poorly, thePortfolio could incur greater losses than if it had invested in alarger number of stocks.

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The bar chart below shows the annual total return for the Class A shares of the Portfolio for thelast ten full calendar years. The table following the bar chart compares the average annual totalreturns of the Portfolio to the returns of a relevant broad-based securities market index. Thisinformation helps illustrate the volatility of the Portfolio’s returns. These returns do not reflectadditional fees charged by Separate Accounts, variable insurance contracts or Qualified Plans thatan investor in the Portfolio may pay. If these additional fees were reflected, performance wouldhave been lower. On May 1, 2000, Harris succeeded Goldman Sachs Asset Management (“GSAM”),a separate operating division of Goldman, Sachs & Co., as subadviser to the Portfolio. On May 1,1998, GSAM succeeded Loomis, Sayles & Company, L.P. (“Loomis Sayles”) as subadviser to thePortfolio. The performance information set forth below relates to the life of the Portfolio and,therefore, reflects the management of GSAM, Loomis Sayles and Harris.



One YearPast

Five YearsPast

Ten Years

Class A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.93% 15.39% 13.31%Class B* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.65% 15.14% 13.07%Class E* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.77% 15.24% 13.17%Russell Midcap Index . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20.22% 7.59% 14.50%

* Performance information shown for any period beyond one year is the performance of the ClassA shares adjusted to reflect the 0.25% and 0.15% 12b-1 fees of the Class B and Class E shares,respectively.

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Fees and Expenses







Management Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.73% 0.73% 0.73%Distribution and Service (12b-1) Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.00% 0.25% 0.15%Other Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.05% 0.05% 0.05%

Total Annual Portfolio Operating Expenses . . . . . . . . . . . . . . . . . . . . . . . . . 0.78% 1.03% 0.93%

Example





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Equity Securities



Market Capitalization. The stocks of midcap companies involvepotentially greater risks and higher volatility than those of largercompanies. Midcap stocks do not always have as much growthpotential as smaller capitalization stocks.

Non-Diversification. Investing in a limited number of stocks mayincrease the volatility of the Portfolio’s investment performance ascompared to funds that invest in a larger number of stocks.Therefore, poor performance by a single security will generally havea more adverse impact on the return of a non-diversified portfoliothan on a more broadly diversified portfolio.



High Yield Debt

High yield debt has a higher credit risk and market risk thaninvestment grade fixed-income securities. Issuers could have highcredit risk for many reasons, including problems with productdevelopment, distribution or competition in their markets or a highdegree of leverage. High yield debt has higher market risk for avariety of reasons, including greater sensitivity to interest ratechanges and economic downturns, and the difficulty some issuersmay have when trying to obtain additional financing. Also, highyield debt may be difficult to value, and if other investors believethat a certain issuer’s securities are overvalued, the holder may beunable to sell those securities for what it believes is an adequateprice.






133



Founded in 1976, Harris serves as investment adviser toindividuals, trusts, retirement plans, endowments, mutual fundsand foundations, and manages numerous private partnerships. Asof December 31, 2004, Harris managed approximately $60.3 billionin assets. Harris’ address is Two North LaSalle Street, Chicago,Illinois 60602-3790.

Floyd J. Bellman, William C. Nygren and Robert M. Levy are theportfolio managers of the Portfolio. Mr. Bellman is responsible for theday-to-day management of the Portfolio, including the management ofcash flows, position weightings, new investment ideas and clientservice. Mr. Nygren and Mr. Levy provide strategic guidance withrespect to the overall investment strategy of the Portfolio as well asthe specific portfolio investments as members of Harris’s stockselection group and, in the case of Mr. Levy, as the firm’s ChiefInvestment Officer. Mr. Levy is also a partner and the Chairman ofHarris. He joined Harris in 1985. Mr. Nygren is the portfolio managerfor other mutual funds managed by Harris. He joined Harris in 1983,and has been a partner and portfolio manager. From 1990 to 1998,Mr. Nygren was the Director of Research at Harris. Mr. Bellmanjoined Harris in 1995 and has over 20 years of investment experience.Prior to joining Harris, he was a Vice President and Senior PortfolioManager at Harris Trust and Savings Bank.


The Portfolio pays MetLife Advisers an investment advisory fee atthe annual rate of 0.75% for the first $1 billion of the Portfolio’saverage daily net assets and 0.70% for amounts over $1 billion. Forthe year ended December 31, 2004, the Portfolio paid MetLifeAdvisers an investment advisory fee of 0.73% of the Portfolio’saverage daily net assets.

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MetLife Mid Cap Stock Index PortfolioInvestment ObjectiveThe investment objective of the Portfolio is to equal the performanceof the Standard & Poor’s MidCap 400 Composite Stock Price Index(“S&P MidCap 400 Index”). Although the Portfolio tries to mirrorthe performance of the S&P MidCap 400 Index, its performance willnot exactly match the index because the Portfolio incurs operatingexpenses. The S&P MidCap 400 Index is an unmanaged group ofcommon stocks, and therefore does not have these expenses.

Principal Investment StrategiesThe S&P MidCap 400 Index consists of the common stock ofapproximately 400 mid capitalization companies. As ofDecember 31, 2004, the median stock market capitalization ofcompanies in the S&P MidCap 400 Index was $2.36 billion.Metropolitan Life Insurance Company (“Metropolitan Life”), thesubadviser to the Portfolio, manages the Portfolio by purchasing thecommon stock of all the companies in the S&P MidCap 400 Index.

Metropolitan Life, under normal circumstances, invests at least 80%of the Portfolio’s net assets in stocks included in a particular midcapitalization stock index. You will receive 60 days’ prior notice ifthis 80% minimum is going to change.

Principal Index Investing StrategiesIn addition to securities of the type contained in the S&P MidCap400 Index, the Portfolio also expects to invest in exchange tradedfunds and futures contracts based on the S&P MidCap 400 Indexand/or related options to simulate full investment in the index whileretaining liquidity, to facilitate trading, to reduce transaction costsor to seek higher return when these derivatives are priced moreattractively than the underlying security. Also, since the Portfolioattempts to keep transaction costs low, the portfolio managergenerally will rebalance the Portfolio if it deviates from the S&PMidCap 400 Index by a certain percentage, depending on thecompany, industry, and country, as applicable. Metropolitan Lifemonitors the tracking performance of the Portfolio, before Portfoliooperating expenses are deducted, through examination of the“correlation coefficient.” A perfect correlation would produce acoefficient of 1.00. Metropolitan Life will attempt to maintain atarget correlation coefficient of at least .95 for the Portfolio. Theportfolio manager also may rebalance the Portfolio due to cash flowsinto and out of the Portfolio.


‰ A general decline in the U.S. stock market.‰ Poor performance of mid cap stocks in general.‰ Potentially rapid price changes (volatility) of equitysecurities.

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MetLife Mid Cap Stock Index Portfolio


The bar chart below shows the annual total returns for the Class A shares of the Portfolio for eachfull calendar year since the Portfolio began operations. The table following the bar chart comparesthe average annual total returns of the Portfolio to the returns of a relevant broad-basedsecurities market index. This information helps illustrate the volatility of the Portfolio’s returns.These returns do not reflect additional fees charged by Separate Accounts, variable insurancecontracts or Qualified Plans that an investor in the Portfolio may pay. If these additional feeswere reflected, performance would have been lower. Performance results for certain periods shownbelow include the effects of expense reduction arrangements. If these arrangements had not beenin place, performance results would have been lower.




(July 1, 2000)

Class A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16.05% 7.88%Class B* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15.72% 7.66%Class E* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15.88% 7.76%S&P MidCap 400 Index . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16.47% 8.08%


Fees and Expenses





136







(1) MetLife Advisers has contractually agreed, for the period May 1, 2005 through April 30, 2006,to reduce the Management Fee for each Class of the Portfolio to 0.243%.

Example





137



Equity Securities




Futures Contracts




Metropolitan Life is a wholly-owned subsidiary of MetLife, Inc., apublicly-owned Delaware corporation. In addition, Metropolitan Lifeis the Fund’s principal underwriter and distributor. MetropolitanLife also manages its own investment assets and those of certain




138


affiliated companies and other entities. Metropolitan Life is a lifeinsurance company which sells insurance policies and annuitycontracts. As of December 31, 2004, Metropolitan Life managedapproximately $6.9 billion in assets for the Fund. Metropolitan Lifeis located at 200 Park Avenue, New York, New York 10166.



Mr. Shah is an assistant portfolio manager and the portfolioadministration manager for the Portfolio and an Associate Director inthe Investments Department of Metropolitan Life. He is responsible forassisting in all aspects of portfolio management for the Portfolio and hasoversight responsibilities for the portfolio administrative staff, dailyoperations, data integrity and portfolio systems administration. Prior tojoining Metropolitan Life in 2001, he was a portfolio managementassistant on equity index funds for the Bank of New York.





139

Neuberger BermanMid Cap Value Portfolio


The investment objective of the Portfolio is capital growth.


Neuberger Berman Management Inc. (“Neuberger Berman”),subadviser to the Portfolio, invests under normal market conditionsat least 80% of the Portfolio’s assets in equity securities of midcapitalization companies. You will receive 60 days’ prior notice ifthis 80% minimum is going to change. Neuberger Berman definesmid capitalization companies as those with a market capitalization,at the time of purchase by the Portfolio, within the range of themarket capitalization of companies included in the Russell MidcapIndex. As of June 30, 2004, this included companies with marketcapitalizations between approximately $1.6 billion and $12.4 billion.The Portfolio may invest in foreign securities.

Stock Selection

Neuberger Berman looks for well-managed companies whose stockprices are undervalued. Factors in identifying these firms mayinclude:

‰ strong fundamentals, such as a company’s financial,operational and competitive positions

‰ consistent cash flow

‰ a sound earnings record through all phases of the marketcycle.

Neuberger Berman may also look for other characteristics in acompany, such as a strong position relative to competitors, a highlevel of stock ownership among management, and a recent sharpdecline in stock price that appears to be the result of a short-termmarket overreaction to negative news.

The Portfolio generally considers selling a stock when it reachesNeuberger Berman’s target price, when it fails to perform asexpected or when other opportunities appear more attractive.




‰ Poor performance of individual stocks held by the Portfolio, ofmid cap stocks, or of value stocks in general.


‰ The risks associated with foreign securities. Foreignsecurities may be subject to less regulation and additionalregional, national and currency risk.


140

Neuberger Berman Mid Cap Value Portfolio

Investment Performance RecordThe bar chart below shows the annual total returns for the Class A shares of the Portfolio for eachfull calendar year since the Portfolio began operations. The table following the bar chart comparesthe average annual total returns of the Portfolio to the returns of a relevant broad-basedsecurities market index. This information helps illustrate the volatility of the Portfolio’s returns.These returns do not reflect additional fees charged by Separate Accounts, variable insurancecontracts or Qualified Plans that an investor in the Fund may pay. If these additional fees werereflected, performance would have been lower.



One YearPast


Class A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22.91% 13.65% 15.22%Class B* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22.66% 13.40% 15.04%Class E* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22.78% 13.50% 15.14%S&P MidCap 400/Barra Value Index . . . . . . . . . . . . . . . . . 18.93% 15.47% 13.18%Russell Midcap Value Index** . . . . . . . . . . . . . . . . . . . . . . 23.71% 13.48% 11.37%


** In the future, the Portfolio’s performance will be compared to the Russell Midcap Value Indexinstead of the S&P MidCap 400/Barra Value Index. The Portfolio’s subadviser believes thatthe Russell Midcap Value Index better reflects the universe of securities in which thePortfolio invests.



Maximum Sales Charge Imposed onPurchases (as a percentage of offering price) . . . . . . . . . . . . . . . . . . . . . . N/A N/A N/A

Maximum Deferred Sales Charge (as apercentage of purchase price or redemptionprice, whichever is lower) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N/A N/A N/A

141







Example





142



Equity Securities




Sector Investing. To the extent that the Portfolio has significantinvestments in one or a few sectors, it bears more risk than a fundwhich maintains broad sector diversification.

Foreign Securities




Currency Risk. As many investments in foreign countries aredenominated in foreign currencies, changes in the value of thosecountries’ currencies relative to the U.S. dollar may affect the valueof those investments. These changes may occur in response toevents unrelated to the value of the security in the issuer’s homecountry. Neuberger Berman may use certain techniques, such asforward contracts, to manage these risks. However, NeubergerBerman cannot assure that these techniques will be effective.



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Derivatives




Neuberger Berman and its predecessor firms and affiliates have beenmanaging money since 1939 and have specialized in the managementof mutual funds since 1950. In addition to the Portfolio, NeubergerBerman and its affiliates provide investment management services tomutual funds and securities accounts with assets as of December 31,2004 of about $82.9 billion. Neuberger Berman is located at 605 ThirdAvenue, 2nd Floor, New York, New York 10158-0180.

Andrew B. Wellington is the manager of the Portfolio and David M.DiDomenico is the Portfolio’s Associate Manager. In these respectiveroles, David DiDomenico assists and reports to Andrew Wellington,who has ultimate decision-making authority over the investments ofthe Portfolio. Mr. Wellington, Managing Director and Vice Presidentof Neuberger Berman, has managed the Portfolio since May 2003,and served as Associate Manager of the Portfolio from 2001 to 2003.From 1996 to 2001, he was a portfolio manager at another firm. Mr.DiDomenico, a Vice President of Neuberger Berman, has served asAssociate Manager of the Portfolio since December 2003. From 2002until he became Associate Manager of the Portfolio, he was an analystfor the Portfolio. He worked for a private equity firm from 1999 to2002, prior to which he was an analyst at another investment firm.


The Portfolio pays MetLife Advisers an investment advisory fee atthe annual rate of 0.70% for the first $100 million of the Portfolio’saverage daily net assets, 0.675% for the next $250 million, 0.65% forthe next $500 million, 0.625% for the next $750 million, and 0.60%for amounts over $1.6 billion. For the year ended December 31,2004, the Portfolio paid MetLife Advisers an investment advisoryfee of 0.68% of the Portfolio’s average daily net assets.

144

BlackRock Strategic Value Portfolio


The investment objective of the Portfolio is high total return,consisting principally of capital appreciation.


BlackRock Advisors, Inc. (“BlackRock”), subadviser to the Portfolio,under normal market conditions, invests at least 65% of thePortfolio’s total assets in small-cap stocks which in the opinion ofBlackRock are value stocks. Although a universal definition of smallcapitalization companies does not exist, the Portfolio generallydefines small capitalization companies as those whose marketcapitalizations are similar to the market capitalizations ofcompanies in the Russell 2000 Value Index or the S&P SmallCap600 Index. The Portfolio may continue to hold or buy additionalshares of a company that no longer is of comparable size ifBlackRock continues to believe that those shares are an attractiveinvestment. The Portfolio’s stock investments may include commonand preferred stocks, convertible securities and warrants.

BlackRock may adjust the composition of the Portfolio’s holdings asmarket conditions and economic outlooks change and reserves theright to invest up to 35% of the Portfolio’s total assets in othersecurities, which would generally consist of other types of equitysecurities, such as larger company stocks or growth stocks. ThePortfolio may also invest up to 5% of total assets in high yield debtsecurities that, at the time of purchase, are as low in credit qualityas the Standard & Poor’s or Moody’s C rating category, or theirunrated equivalents. Any other bond investments must beinvestment grade at the time of purchase, or U.S. governmentsecurities. The Portfolio may invest in foreign securities.

Stock Selection

In choosing among small company stocks, BlackRock takes a valueapproach, searching for those companies that appear, in the opinionof BlackRock, to be trading below their true worth. BlackRock usesresearch to identify potential investments, examining such featuresas a firm’s financial condition, business prospects, competitiveposition and business strategy. BlackRock looks for companies thatappear likely to come back into favor with investors, for reasons thatmay range from good prospective earnings or strong managementteams to new products or services.



145





‰ Poor performance of individual stocks held by the Portfolio orof value stocks or growth stocks in general.


‰ Poor performance of small capitalization issuers relative tothe performance of issuers with large capitalizations. Smallcapitalization companies may involve greater risks due togreater price volatility and less available public information.

‰ Poor performance of fixed-income securities, including highyield debt securities, held by the Portfolio, which may be dueto interest rate, credit or market risk.


146



The bar chart below shows the annual total returns for the Class A shares of the Portfolio for eachfull calendar year since the Portfolio began operations. The table following the bar chart comparesthe average annual total returns of the Portfolio to the returns of a relevant broad-basedsecurities market index. This information helps illustrate the volatility of the Portfolio’s returns.These returns do not reflect additional fees charged by Separate Accounts, variable insurancecontracts or Qualified Plans that an investor in the Portfolio may pay. If these additional feeswere reflected, performance would have been lower. On January 31, 2005, BlackRock succeededState Street Research & Management Company (“State Street Research”) as subadviser to thePortfolio. The performance information set forth below reflects the management of State StreetResearch, but not of BlackRock.




(July 1, 2000)

Class A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15.34% 15.96%Class B* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15.06% 15.76%Class E* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15.17% 15.86%Russell 2000 Value Index . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22.25% 17.30%


Fees and Expenses





147







Example




Class A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 91 $284 $493 $1,096Class B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $116 $362 $628 $1,386Class E . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $106 $331 $574 $1,271

148



Equity Securities


Market Capitalization. The stocks of small capitalizationcompanies may underperform the broad equity markets and may bemore volatile than other stocks because they have limitedmarketability. Small capitalization companies may have limitedproduct lines, markets, financial resources or managementexperience. There is typically less publicly available informationabout small capitalization companies.


Foreign Securities










149


Derivatives






150






Initial Public Offerings. The Portfolio’s investments in initialpublic offerings (“IPOs”) can have a significant positive impact onperformance because of large gains in initial trading. This impact onperformance will be greater when the Portfolio’s asset base issmaller, and thus will decline as the Portfolio’s assets grow. Becausethe availability and performance of IPOs are dependent on anumber of factors, there can be no assurance that this positiveimpact on performance can be sustained in the future.








151




The portfolio managers who are jointly and primarily responsible forthe day-to-day management of the Portfolio are Wayne J. Archambo,CFA, Managing Director, Kate O’Connor, CFA, Director, and TobiasWelo, CFA, Director. Mr. Archambo heads BlackRock’s Small andMid-Cap Value Equity Team, which consists of ten investmentprofessionals. He is a member of BlackRock, Inc.’s Global EquityOperating Committee and Equity Investment Strategy Group. From1995 until joining BlackRock in 2002, Mr. Archambo was a foundingpartner of Boston Partners Asset Management, L.P. (“BPAM”),where he was a manager of that firm’s small and mid cap valueequity products.

Ms. O’Connor is a member of BlackRock’s Small and Mid-Cap ValueEquity Team and is also responsible for coverage of the health caresector. From 2000 until joining BlackRock in 2001, Ms. O’Connorwas an equity analyst of mid and small cap growth and valueproducts at Independence Investment LLC. From 1997 until 2000,she was a principal at BPAM.

Tobias Welo is a member of BlackRock’s Small and Mid-Cap ValueEquity Team and is also responsible for coverage of the consumercyclicals, industrials, materials and technology sectors. Prior tojoining BlackRock in 2002, Mr. Welo was an equity analyst coveringcapital goods, conglomerate, media and entertainment and food andbeverage companies with BPAM. Mr. Welo joined BPAM in 1999after spending five years with Coopers & Lybrand LLP in variouspositions.



152

Franklin Templeton Small Cap Growth Portfolio


The investment objective of the Portfolio is long-term capitalgrowth.


Franklin Advisers, Inc. (“Franklin Templeton”), subadviser to thePortfolio, invests under normal market conditions at least 80% ofthe Portfolio’s assets in the equity securities of small capitalizationcompanies. You will receive 60 days’ prior notice if this 80%minimum is going to change. Franklin Templeton considers smallcapitalization companies to be those companies with marketcapitalizations not exceeding (i) $1.5 billion; or (ii) the highestmarket cap value in the Russell 2000 Index, whichever is greater, atthe time of purchase by the Portfolio. As of June 30, 2004, thehighest market capitalization value in the Russell 2000 Index was$1.6 billion. A company continues to be considered a smallcapitalization company even if, through market appreciation, thecompany’s market cap value exceeds these small capitalizationmeasures. The Portfolio follows a practice of selectively sellinginvestment positions so as to maintain a median marketcapitalization for its portfolio of approximately $1.5 billion or lower.

With respect to the Portfolio, equity securities include commonstocks, preferred stocks, warrants and securities convertible intocommon or preferred stocks. In addition to the Portfolio’s maininvestments, the Portfolio may invest in equity securities of largercompanies. When suitable opportunities are available, the Portfoliomay also invest in initial public offerings of securities, and mayinvest a small portion of its assets in private or illiquid securities,such as late stage venture capital financings.

Stock Selection

Franklin Templeton is a research driven, fundamental investor,pursuing a growth strategy. As a “bottom-up” investor focusingprimarily on individual securities, Franklin Templeton choosescompanies that it believes are positioned for above-average growthin revenue, earnings or assets. Franklin Templeton relies on a teamof analysts to provide in-depth industry expertise and uses bothqualitative and quantitative analysis to evaluate companies fordistinct and sustainable competitive advantages, which are likely tolead to growth in earnings and/or share price. Such advantages as aparticular marketing niche, proven technology, sound financialrecords, strong management, and industry leadership are all factorsFranklin Templeton believes point to strong growth potential.

In choosing equity investments, Franklin Templeton also considerssectors that have growth potential and fast growing, innovativecompanies within these sectors. Consequently, the Portfolio, fromtime to time, may have significant positions in particular sectorssuch as electronic technology and technology services.

153





‰ Poor performance of individual stocks held by the Portfolio orof growth stocks in general.



154






PastOne Year

Life of the Portfolio(May 1, 2001)

Class A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.41% 0.94%Class B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.15% 0.73%Class E . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.22% 0.84%Russell 2000 Growth Index . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14.31% 3.37%

Fees and Expenses



Maximum Sales Charge Imposed on Purchases (as a percentage ofoffering price) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N/A N/A N/A

Maximum Deferred Sales Charge (as a percentage of purchase price orredemption price, whichever is lower) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N/A N/A N/A

155






(1) MetLife Advisers has contractually agreed, for the period May 1, 2005 through April 30, 2006,to waive fees or pay all expenses (other than brokerage costs, taxes, interest and anyextraordinary expenses) so as to limit total operating expenses (other than brokerage costs,taxes, interest and any extraordinary expenses) to 1.15% for Class A shares, 1.40% for ClassB shares and 1.30% for Class E shares. This subsidy, and similar subsidies in effect in earlierperiods, are subject to the Portfolio’s obligation to repay MetLife Advisers in future years, ifany, when the Portfolio’s expenses for any Class fall below the expense limit for that Classthat was in effect at the time of the subsidy in question. Such deferred expenses may becharged to the Portfolio in a subsequent year to the extent that the charge does not cause theexpenses in such subsequent year to exceed the expense limit that was in effect at the time ofthe subsidy in question; provided, however, that the Portfolio is not obligated to repay suchexpenses more than three years after the end of the fiscal year in which the expenses wereincurred.

Example

This Example is intended to help you compare the cost of investing in the Portfolio with the cost ofinvesting in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio forthe time periods indicated and then redeem all of your shares at the end of those periods. TheExample also assumes that your investment earns a 5% return each year and that the Portfolio’soperating expenses remain the same. The Example does not reflect any insurance product fees orany additional expenses that participants in a Qualified Plan may bear relating to the operationsof their plan. The Example assumes the expiration of the expense reduction arrangement afterone year.



Class A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $117 $365 $633 $1,398Class B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $143 $443 $766 $1,680Class E . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $132 $412 $713 $1,568

156



Equity Securities




Initial Public Offerings. The Portfolio’s investments in initialpublic offerings (“IPOs”) can have a significant positive impact onperformance because of large gains in initial trading. This impact onperformance will be greater when the Portfolio’s asset base issmaller, and thus will decline as the Portfolio’s assets grow. Becausethe availability and performance of IPOs are dependent on anumber of factors, there can be no assurance that this positiveimpact on performance can be sustained in the future.

Sector Investing. To the extent that the Portfolio has significantinvestments in one or a few sectors, such as electronic technology ortechnology services, it bears more risk than a fund which maintainsbroad sector diversification.

Technology company stocks can be subject to abrupt or erratic pricemovements and have been volatile, especially over the short termdue to the rapid pace of product change and development affectingsuch companies. Technology companies are subject to significantcompetitive pressures, such as new market entrants, aggressivepricing and tight profit margins.

Electronic technology and technology service companies also face therisks that new services, equipment or technologies will not beaccepted by consumers and businesses or will become rapidlyobsolete. These factors can affect the profitability of technologycompanies and, as a result, the value of their securities. In addition,many Internet-related companies in an emerging stage of

157


development are particularly vulnerable to the risks that theirbusiness plans will not develop as anticipated and of rapidlychanging technologies.

Rule 144A and other Private Placement Securities. The Portfoliomay purchase Rule 144A and other private placement securities.Since trading in these securities is limited primarily to institutionalinvestors, such securities may be illiquid, that is, difficult to sell at adesired time and price, due to a limited market. The Portfolio maynot, however, purchase any security if, as a result, more than 15% ofthe Portfolio’s net assets would be invested in securities consideredto be illiquid by Franklin Templeton.


Together, Franklin Templeton and its affiliates managed over$402.2 billion in assets as of December 31, 2004. FranklinTempleton is located at One Franklin Parkway, San Mateo,California 94403-1906.

Michael McCarthy is the lead portfolio manager of the Portfolio.Zachary Perry, Brad Carris and Edward B. Jamieson are assistantportfolio managers of the Portfolio.

Michael McCarthy joined the Franklin organization in 1992 and has12 years of experience in the investment management industry. Heis currently senior vice president, director of equity research, andportfolio manager. He is responsible for all aspects of the equityresearch process, and has been a manager of the Portfolio since itsinception. As lead portfolio manager for the Portfolio, Mr. McCarthyhas final authority over all aspects of the Portfolio’s investments,including but not limited to, purchases and sales of individualsecurities, portfolio risk assessment, and the management of dailycash flows in accordance with portfolio holdings. The degree towhich he may perform these functions, and the nature of thesefunctions, may change from time to time.

Zachary Perry is a vice president and a member of the Small CapPortfolio Management team. He is the lead manager of the privatesmall cap portfolios for Franklin Private Client Group andspecializes in research analysis of precision instruments andelectronics for Franklin Templeton. He joined Franklin TempletonInvestments in 1996 as a management trainee. Mr. Perry has beenan assistant portfolio manager for the Portfolio since March 2004,providing research and advice on the purchases and sales ofindividual securities, and portfolio risk assessment.

Brad Carris is a research analyst with Franklin Templeton, and amember of its Small Cap Portfolio Management team. He specializesin research analysis of the specialty finance and bank industries.His prior research experience includes analysis of European

158


communications service providers. Mr. Carris has been an assistantportfolio manager for the Portfolio since March 2004, providingresearch and advice on the purchases and sales of individualsecurities, and portfolio risk assessment. He joined FranklinTempleton in 2001 after earning an M.B.A. from Columbia BusinessSchool. Prior to his employment with Franklin Templeton, Mr.Carris was a commissioned officer in the United States Navy and amanager for Accenture Ltd.’s Communications and High TechIndustry Group.

Edward B. Jamieson, executive vice president, chief investmentofficer of the Franklin Equity Group, manages mutual funds andseparate account portfolios. Mr. Jamieson is the team leader of theFranklin Institutional Small-Mid Cap Growth Equity team and amember of the Franklin Institutional Small Cap Growth Equityteam. As an assistant portfolio manager for the Portfolio, heprovides research and advice on the purchases and sales ofindividual securities, and portfolio risk assessment. Mr. Jamiesonhas been a manager of the Portfolio since its inception. He joinedFranklin Templeton in 1987.


The Portfolio pays MetLife Advisers an investment advisory fee atthe annual rate of 0.90% for the first $500 million of the Portfolio’saverage daily net assets, and 0.85% for amounts over $500 million.For the year ended December 31, 2004, the Portfolio paid MetLifeAdvisers an investment advisory fee of 0.90% of the Portfolio’saverage daily net assets.

159

Loomis Sayles Small Cap Portfolio


The investment objective of the Portfolio is long-term capital growthfrom investments in common stocks or other equity securities.


Loomis, Sayles & Company, L.P. (“Loomis Sayles”), subadviser tothe Portfolio, will, under normal circumstances, invest at least 80%of the Portfolio’s assets in equity securities of companies withmarket capitalizations that fall, at the time of purchase, within thecapitalization range of the Russell 2000 Index, an index that tracksstocks of 2,000 of the smallest U.S. companies. You will receive 60days’ prior notice if this 80% minimum is going to change. ThePortfolio may invest the rest of its assets in larger companies.Loomis Sayles may invest up to 20% of the Portfolio’s assets insecurities of foreign issuers, including emerging markets securities.The Portfolio invests in both value and growth stocks. Loomis Saylestypically does not consider current income when making buy/selldecisions.

Stock Selection

Loomis Sayles begins with a universe of approximately 2,000 of thesmallest U.S. companies that generally fall within the marketcapitalization range of the Russell 2000 Index.

Value Stocks. Loomis Sayles may invest in stocks of companieswhich it believes are undervalued by the market in relation toearnings, dividends, assets and growth prospects. The Portfolio mayalso invest in companies that have suffered significant businessproblems but that Loomis Sayles believes have favorable prospectsfor recovery.

Growth Stocks. When investing in growth stocks, Loomis Saylesseeks companies that have distinctive products, technologies, orservices; dynamic earnings growth; prospects for a high level ofprofitability; and solid management.




‰ Poor performance of individual stocks held by the Portfolio.


160



‰ The risks associated with investments in foreign securities.Foreign securities may be subject to less regulation andadditional regional, national and currency risk. These risksare increased for emerging market securities.

161






One YearPast

Five YearsPast

Ten Years

Class A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16.39% 3.64% 12.53%Class B* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16.24% 3.39% 12.28%Class E* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16.21% 3.49% 12.38%Russell 2000 Index . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18.33% 6.61% 11.54%


162


Fees and Expenses





Annual Portfolio Operating Expenses (expenses that are deducted from Portfolio assets)Class A Class B Class E

Management Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.90% 0.90% 0.90%Distribution and Service (12b-1) Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.00% 0.25% 0.15%Other Expenses(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.08% 0.08% 0.08%

Total Annual Portfolio Operating Expenses(1) . . . . . . . . . . . . . . . . . . . . . . 0.98% 1.23% 1.13%Fee Waiver(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.05%) (0.05%) (0.05%)

Net Operating Expenses(1)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.93% 1.18% 1.08%

(1) The Portfolio directed certain portfolio trades to brokers who paid a portion of the Portfolio’sexpenses. The expense information for the Portfolio does not reflect this reduction inexpenses. If this reduction was shown, the Portfolio’s Total Annual Operating Expenses wouldhave been 0.95% for Class A shares, 1.20% for Class B shares and 1.10% for Class E sharesand the Portfolio’s Net Operating Expenses would have been 0.90% for Class A shares, 1.15%for Class B shares and 1.05% for Class E shares.

(2) MetLife Advisers has contractually agreed, for the period May 1, 2005 through April 30, 2006,to reduce the Management Fee for each Class of the Portfolio by 0.05%.

Example




Class A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 95 $307 $537 $1,197Class B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $120 $385 $671 $1,484Class E . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $110 $354 $617 $1,370

163



Equity Securities


Investment Style Risk. The prices of growth stocks may be moresensitive to changes in current or expected earnings than the prices ofother stocks. The price of a value stock may fall, or simply may notincrease very much, if the market does not agree with the subadviser’sview of the value of the stock. The Portfolio may not perform as well asa fund which invests in only value or growth stocks.


Real Estate Investment Trusts (REITs). One category of equitysecurities in which the Portfolio invests is REITs. REITs aregenerally categorized as equity REITs or mortgage REITs, althoughsome REITs have characteristics of both classifications. EquityREITs invest directly in real property and receive income from rentcollection and sale of those properties. These REITs may decline invalue when the property they own declines in value. MortgageREITs invest in real estate mortgages and receive income frominterest payments on those mortgages. These REITs are particularlysubject to credit risk and market risk, although equity REITs arealso subject to market risk.

Rule 144A Securities. The Portfolio may invest in Rule 144Asecurities. Since trading in these securities is limited to certainqualified institutional buyers, such securities may be illiquid, that isdifficult to sell at a desired time and price, due to a limited market.A Rule 144A security is treated as illiquid unless Loomis Saylesdetermines, under guidelines established by the Fund’s directors,that it is liquid.

Mutual Funds and Exchange Traded Funds. The Portfolio mayinvest in mutual funds and exchange traded funds (“ETFs”). ETFs,such as iShares and SPDRs, are similar to mutual funds in that theyare pools of securities. Since the value of a mutual fund or ETF isbased on the value of the individual securities it holds, the value of aPortfolio’s investment in the mutual fund or ETF will fall if the valueof the underlying securities declines. The Portfolio will bear itsproportionate share of the mutual fund’s or ETF’s fees and expenses.



164


Foreign Securities




Currency Risk. As many investments in foreign countries aredenominated in foreign currencies, changes in the value of thosecountries’ currencies relative to the U.S. dollar may affect the valueof those investments. These changes may occur in response toevents unrelated to the value of the security in the issuer’s homecountry. Loomis Sayles may use certain techniques, such asforward contracts or futures contracts, to manage these risks.However, Loomis Sayles cannot assure that these techniques will beeffective.

Emerging Markets. The Portfolio may invest in emerging markets,which are generally located in the Asia-Pacific Region, EasternEurope, Latin and South America and Africa. In addition to therisks of foreign securities described above (which are potentiallygreater for emerging markets securities than for other foreignsecurities), emerging markets securities may be subject to otherrisks, including increased risks of reduced liquidity, high inflationrates, political uncertainty, high administrative and regulatorycosts, repatriation of income and less advantageous investmentterms relative to foreign nationals.


The Portfolio may attempt to avoid the risk of an unfavorable shiftin currency rates by entering into forward contracts or buying orselling futures contracts or options on futures contracts. In so doing,the Portfolio will also give up the opportunity for gain from afavorable shift in currency or interest rates. The Portfolio may alsopurchase futures contracts (or options on futures contracts) tomaintain exposure to the broad equity markets.

If the price of a futures contract changes in unexpected wayscompared to the price of the security or index on which the contractis based, the Portfolio could lose more money than if it had invested




165


directly in the underlying security. This added volatility increasesthe risk of these investments. In addition, investors may beunwilling to buy or sell futures contracts under some marketconditions. If this happens, the Portfolio might not be able to closeout futures transactions without incurring substantial losses.


Loomis Sayles has been in the investment management businesssince 1926. As of December 31, 2004, Loomis Sayles managedapproximately $63 billion in assets. Loomis Sayles’ address is OneFinancial Center, Boston, Massachusetts 02111.

John J. Slavik, Mark F. Burns and Joseph R. Gatz are the day-to-day portfolio managers of the Portfolio and make the finalinvestment decisions for the Portfolio. Mr. Slavik and Mr. Burnsmanage the small cap growth portion of the Portfolio. Mr. Gatzmanages the small cap value portion of the Portfolio with David G.Thelen. Mr. Slavik, Mr. Burns and Mr. Gatz also make decisionswith respect to the allocation of the Portfolio between small capgrowth and small cap value stocks.

Mr. Slavik, a Vice President of Loomis Sayles, joined Loomis Sayles in2005 and is a co-manager of the Portfolio effective May 1, 2005. From2000 until he joined Loomis Sayles, Mr. Slavik was a Vice Presidentand portfolio manager at Westfield Capital Management, LLC. From1996 until 2000, he was a Vice President, equity research, and amember of the portfolio management team at Harbor CapitalManagement. Mr. Burns, a Vice President of Loomis Sayles, joinedLoomis Sayles in 1999 as an investment analyst and has co-managedthe Portfolio since January 2005. Prior to joining Loomis Sayles, Mr.Burns was an investment analyst at New England PensionConsultants. Mr. Gatz, a Vice President of Loomis Sayles, joinedLoomis Sayles as a portfolio manager in 1999 and has co-managed thePortfolio since January 2000. From 1993 until he joined Loomis Sayles,Mr. Gatz was a Portfolio Manager at Banc One Investment AdvisersCorporation and certain of its corporate predecessors. Mr. Thelen, aVice President of Loomis Sayles, has co-managed the Portfolio sinceApril 2000 and has been with Loomis Sayles for over 5 years.


The Portfolio pays MetLife Advisers an investment advisory fee at theannual rate of 0.90% for the first $500 million of the Portfolio’saverage daily net assets and 0.85% for amounts over $500 million.MetLife Advisers has contractually agreed, for the period May 1, 2005through April 30, 2006, to reduce its advisory fee to 0.85% for the first$500 million of the Portfolio’s average daily net assets and to 0.80%for amounts over $500 million. For the year ended December 31,2004, the Portfolio paid MetLife Advisers an investment advisory feeof 0.90% of the Portfolio’s average daily net assets.

166

Russell 2000 Index Portfolio


The investment objective of the Portfolio is to equal the return of theRussell 2000 Index. Although the Portfolio tries to mirror theperformance of the Russell 2000 Index, its performance will notexactly match the index because the Portfolio incurs operatingexpenses. The Russell 2000 Index is an unmanaged group ofcommon stocks, and therefore does not have these expenses.


The Russell 2000 Index is composed of approximately 2000 smallcapitalization companies. As of June 30, 2004, the average stockmarket capitalization of companies in the Russell 2000 Index wasapproximately $607 million. Metropolitan Life Insurance Company(“Metropolitan Life”), the subadviser to the Portfolio, invests thePortfolio’s assets in a statistically selected sample of the 2000 stocksincluded in the Russell 2000 Index. The stocks purchased for thePortfolio are chosen by Metropolitan Life to, as a group, reflect thecomposite performance of the Russell 2000 Index.

Metropolitan Life, under normal circumstances, invests at least 80%of the Portfolio’s net assets in stocks included in the Russell 2000Index. You will receive 60 days’ prior notice if this 80% minimum isgoing to change.


In addition to securities of the type contained in the Russell 2000Index, the Portfolio also expects to invest in exchange traded fundsand futures contracts based on the Russell 2000 Index and/orrelated options to simulate full investment in the index whileretaining liquidity, to facilitate trading, to reduce transaction costsor to seek higher return when these derivatives are priced moreattractively than the underlying security. Also, since the Portfolioattempts to keep transaction costs low, the portfolio managergenerally will rebalance the Portfolio if it deviates from the Russell2000 Index by a certain percentage, depending on the company,industry, and country, as applicable. Metropolitan Life monitors thetracking performance of the Portfolio, before Portfolio operatingexpenses are deducted, through examination of the “correlationcoefficient.” A perfect correlation would produce a coefficient of 1.00.Metropolitan Life will attempt to maintain a target correlationcoefficient of at least .95 for the Portfolio. The portfolio manager alsomay rebalance the Portfolio due to cash flows into and out of thePortfolio.

167







168






One YearPast


Class A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17.77% 5.83% 9.17%Class B* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17.40% 5.58% 8.97%Class E* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17.50% 5.68% 9.07%Russell 2000 Index . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18.33% 6.61% 9.63%


Fees and Expenses





169








Example





170



Equity Securities




Futures Contracts


Exchange Traded Funds. The Portfolio may invest in exchangetraded funds (“ETFs”). ETFs, such as iShares and SPDRs, are pools ofsecurities. Since the value of an ETF is based on the value ofindividual securities it holds, the value of the Portfolio’s investmentsin the ETF will fall if the value of the underlying securities declines.The Portfolio will bear its proportionate share of the ETF’s fees andexpenses.


Metropolitan Life is a wholly-owned subsidiary of MetLife, Inc., apublicly-owned Delaware corporation. In addition, Metropolitan Lifeis the Fund’s principal underwriter and distributor. Metropolitan Life




171


also manages its own investment assets and those of certain affiliatedcompanies and other entities. Metropolitan Life is a life insurancecompany which sells insurance policies and annuity contracts. As ofDecember 31, 2004, Metropolitan Life managed approximately $6.9billion in assets for the Fund. Metropolitan Life is located at 200 ParkAvenue, New York, New York 10166.








172

T. Rowe Price Small Cap Growth Portfolio


The investment objective of the Portfolio is long-term capitalgrowth.


T. Rowe Price Associates Inc. (“T. Rowe Price”), subadviser to thePortfolio, invests under normal market conditions at least 80% ofthe Portfolio’s net assets in a diversified group of smallcapitalization companies. You will receive 60 days’ prior notice ifthis 80% minimum is going to change. T. Rowe Price defines smallcapitalization companies as those with a market capitalization, atthe time of purchase by the Portfolio, within the range of or smallerthan the market capitalization of the smallest 100 companies in theS&P 500 Index. As of December 31, 2004, this included companieswith market capitalizations of approximately $4.8 billion and below.A company will continue to be considered a small capitalizationcompany even if, through market appreciation, the company’smarket cap value exceeds these small capitalization measures. ThePortfolio will be very broadly diversified and the top 25 holdings willnot constitute a large portion of assets. This broad diversificationshould minimize the effects of individual security selection onPortfolio performance. While most assets will be invested in U.S.common stocks, other securities may also be purchased for thePortfolio, including foreign stocks, futures and options, in keepingwith its objective.

Stock Selection

T. Rowe Price uses a number of quantitative models designed by itto identify key characteristics of small-cap growth stocks. Based onthese models, and fundamental company research, stocks areselected in a “top down” manner so that the Portfolio as a wholereflects characteristics T. Rowe Price considers important, such asvaluations (price/earnings or price/book value ratios, for example)and projected earnings growth. In building the investment modelsand adjusting them as needed, T. Rowe Price draws on its extensiveexperience in all aspects of small-cap growth investing—research,portfolio strategy, and trading.

The Portfolio may sell securities for a variety of reasons, such as tosecure gains, limit losses, or redeploy assets into more promisingopportunities.

173





‰ Poor performance of individual stocks held by the Portfolio orof growth stocks in general.




174






PastOne Year

PastFive Years

Life of the Portfolio(March 1, 1997)

Class A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.08% -1.04% 5.25%Class B* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.98% -1.30% 5.00%Class E* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.03% -1.20% 5.10%Russell 2000 Growth Index . . . . . . . . . . . . . . . . . . . . . . . . . 14.31% -3.57% 4.54%


Fees and Expenses





175




Management Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.52% 0.52% 0.52%Distribution and Service (12b-1) Fees . . . . . . . . . . . . . . . . . . . . . . . . 0.00% 0.25% 0.15%Other Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.08% 0.08% 0.08%

Total Annual Portfolio Operating Expenses(1) . . . . . . . . . . . . . . . . . 0.60% 0.85% 0.75%

(1) Effective February 17, 2005, MetLife Advisers has voluntarily agreed to waive a portion of theManagement Fee for each Class of the Portfolio. If this waiver was reflected in the table, theManagement Fee for each Class would be 0.51%, and Total Annual Operating Expenseswould be 0.59% for Class A shares, 0.84% for Class B shares and 0.74% for Class E shares.This waiver may be terminated by MetLife Advisers at any time. See the Portfolio’s “PortfolioManagement” section of this Prospectus for more information about this Management Feewaiver.

Example




Class A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $61 $192 $335 $ 750Class B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $87 $271 $471 $1,049Class E . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $77 $240 $417 $ 930

176



Equity Securities




Foreign Securities

In addition to the risks associated with securities generally, foreignsecurities present additional risks. The Portfolio’s investment inforeign securities will be limited to 20% of total assets.



Currency Risk. As many investments in foreign countries aredenominated in foreign currencies, changes in the value of thosecountries’ currencies relative to the U.S. dollar may affect the valueof those investments. These changes may occur in response toevents unrelated to the value of the security in the issuer’s homecountry. T. Rowe Price may use certain techniques, such asforward contracts, to manage these risks. However, T. Rowe Pricecannot assure that these techniques will be effective.


A derivative is a financialinstrument whose value isbased on (derived from)changes in the value ofsomething else, such as acurrency, an interest rate or asecurity. Options andfutures and swap contractsare other types of derivatives.


A futures contract is anobligation to buy or sell anasset on a specified futuredate, or to pay or receivemoney based on the value ofsome security, securitiesindex or currency on aspecified future date.Typically, futures contractsare traded on an exchange(rather than entered intobetween two parties).


177


Derivatives



Rule 144A and other Private Placement Securities. The Portfoliomay purchase Rule 144A and other private placement securities.Since trading in these securities is limited primarily to institutionalinvestors, such securities may be illiquid, that is, difficult to sell at adesired time and price, due to a limited market. The Portfolio maynot, however, purchase any security if, as a result, more than 15% ofthe Portfolio’s net assets would be invested in securities consideredto be illiquid by T. Rowe Price.

Convertible Securities. The Portfolio may invest in convertiblesecurities, which are fixed-income securities or preferred stock thatmay later convert to underlying common stocks or other equitysecurities. Prior to conversion, convertible securities have the samegeneral characteristics as other fixed-income securities, and theprice of a convertible security will normally fluctuate in response tointerest rates and other factors bearing on the price of fixed-incomesecurities when the price of the underlying equity security is lessthan the conversion price (“out of the money”). When the price of theunderlying equity security is greater than the conversion price (“inthe money”), the value of the convertible security will normally tendto fluctuate to a greater extent in conjunction with the price of theunderlying security.

Warrants. The Portfolio may invest up to 10% of its net assets inwarrants. Warrants are rights to purchase common stocks atspecific prices valid for a specific period of time. A warrant’s pricewill normally fluctuate in the same direction as the prices of itsunderlying securities but may have substantially more volatility.Warrant holders receive no dividends and have no voting rights withrespect to the underlying security.

178


Exchange Traded Funds. The Portfolio may invest in exchange traded funds (“ETFs”). ETFs, such asiShares and SPDRs, are pools of securities. Since the value of an ETF is based on the value ofindividual securities it holds, the value of the Portfolio’s investments in the ETF will fall if the value ofthe underlying securities declines. The Portfolio will bear its proportionate share of the ETF’s fees andexpenses.

Hybrid Instruments. These instruments (a type of potentially high-risk derivative) can combineelements of equity and debt securities, futures and options. For example, the principal amount orinterest rate of a hybrid instrument may be determined by reference to the price of somebenchmark, such as a commodity, currency, securities index or interest rate. The interest rate orprincipal amount payable at maturity of a hybrid instrument may be increased or decreased,depending on changes in the value of the benchmark. Under some conditions, the redemptionvalue of such an instrument could be zero. Hybrid instruments can have volatile prices and exposethe Portfolio to losses if the other party to the transaction fails to meet its obligations. Hybrids canhave limited liquidity and their use by a Portfolio may not be successful. The Portfolio’sinvestments in hybrid instruments are limited to 10% of total assets.


AMaryland corporation, T. Rowe Price dates back to 1937. In addition to managing the Portfolio, itprovides investment management services to over eight million retail and institutional accounts. As ofDecember 31, 2004, T. Rowe Price and its affiliates had investment management arrangements in effectfor about $235.2 billion. T. Rowe Price is located at 100 East Pratt Street, Baltimore, Maryland 21202.

The Portfolio is managed by an Investment Advisory Committee. Paul W. Wojcik, CommitteeChairman, has had day-to-day responsibility for management of the Portfolio since his election asChairman in December 2000 and works with the Committee in developing and executing thePortfolio’s investment program. Mr. Wojcik has served as a member of the Committee since thePortfolio’s inception. He joined T. Rowe Price in 1996 and has been responsible for thedevelopment of systematic research and trading tools. Prior to joining T. Rowe Price he was aSenior Programmer/Analyst at Fidelity Investments. Mr. Wojcik and the Investment AdvisoryCommittee manage other mutual funds for T. Rowe Price.

The SAI provides additional information about the portfolio manager’s compensation, other accountsmanaged by the portfolio manager, and the portfolio manager’s ownership of securities in the Fund.

The Portfolio pays MetLife Advisers an investment advisory fee at the annual rate of 0.55% forthe first $100 million of the Portfolio’s average daily net assets, 0.50% for the next $300 million,and 0.45% for amounts over $400 million. Effective February 17, 2005, MetLife Advisers hasvoluntarily agreed to waive its investment advisory fee by the amount waived by the Portfolio’ssubadviser pursuant to a voluntary subadvisory fee waiver. This waiver is dependent on thesatisfaction of certain conditions and may be terminated by MetLife Advisers at any time. TheSAI provides more information about these fee waivers. For the year ended December 31, 2004,the Portfolio paid MetLife Advisers an investment advisory fee of 0.52% of the Portfolio’s averagedaily net assets.

179

FI International Stock Portfolio




Fidelity Management & Research Company (“FMR”), subadviser tothe Portfolio, normally invests the Portfolio’s assets primarily innon-U.S. securities. The Portfolio normally invests at least 80% ofthe Portfolio’s assets in stocks. You will receive 60 days’ prior noticeif this 80% minimum is going to change. FMR normally invests thePortfolio’s assets primarily in common stocks.

Stock Selection

FMR normally diversifies the Portfolio’s investments acrossdifferent countries and regions. In allocating the Portfolio’sinvestments across countries and regions, FMR will consider thesize of the market in each country and region relative to the size ofthe international market as a whole. In buying and selling securitiesfor the Portfolio, FMR relies on fundamental analysis of each issuerand its potential for success in light of its current financialcondition, its industry position, and economic and marketconditions. Factors considered include growth potential, earningsestimates, and management.

FMR may use various techniques, such as buying and sellingfutures contracts and exchange traded funds, to increase or decreasethe Portfolio’s exposure to changing security prices or other factorsthat affect security values. If FMR’s strategies do not work asintended, the Portfolio may not achieve its objective.

Country or Geographic Region

FMR considers a number of factors to determine whether aninvestment is tied to a particular country or region including: thesource of government guarantees (if any); the primary tradingmarket; the issuer’s domicile, sources of revenue, and location ofassets; whether the investment is included in an indexrepresentative of a particular country or region; and whether theinvestment is exposed to the economic fortunes and risks of aparticular country or region.

Stocks include commonstocks, preferred stocks,warrants and securitiesconvertible into common orpreferred stocks.

180




‰ A general decline in foreign stock markets.

‰ Poor performance of individual stocks held by the Portfolio.



181



The bar chart below shows the annual total returns for the Class A shares of the Portfolio for thelast ten full calendar years. The table following the bar chart compares the average annual totalreturns of the Portfolio to the returns of a relevant broad-based securities market index. Thisinformation helps illustrate the volatility of the Portfolio’s returns. These returns do not reflectadditional fees charged by Separate Accounts, variable insurance contracts or Qualified Plansthat an investor in the Portfolio may pay. If these additional fees were reflected, performancewould have been lower. On December 16, 2003, FMR succeeded Putnam Investment Management,LLC (“Putnam”) as subadviser to the Portfolio. On January 24, 2000, Putnam succeededSantander Global Advisors, Inc. (“Santander”) as subadviser to the Portfolio. The performanceinformation set forth below relates to the last ten full calendar years and, therefore, reflects themanagement of FMR, Putnam and Santander.

During the period shown above, the highest quarterly return was 17.74% for the first quarter of1998, and the lowest quarterly return was -20.89% for the third quarter of 2002. Past performanceof a Portfolio does not necessarily indicate how that Portfolio will perform in the future.


PastOne Year

PastFive Years

PastTen Years

Class A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18.19% -2.28% 2.09%Class B* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17.98% -2.53% -2.34%Class E* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18.01% -2.43% -2.24%MSCI EAFE Index . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20.25% -1.13% 5.62%


182


Fees and Expenses







Management Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.86% 0.86% 0.86%Distribution and Service (12b-1) Fees . . . . . . . . . . . . . . . . . . . . . . . . 0.00% 0.25% 0.15%Other Expenses(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.22% 0.22% 0.22%Total Annual Portfolio Operating Expenses(1) . . . . . . . . . . . . . . . . . 1.08% 1.33% 1.23%


Example




Class A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $110 $343 $595 $1,317Class B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $135 $421 $729 $1,601Class E . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $125 $390 $676 $1,489

183



Equity Securities

In general, equity securities are considered more volatile than fixed-income securities. The prices of equity securities will rise and fall inresponse to events that affect entire financial markets or industries(changes in inflation or consumer demand, for example) and toevents that affect particular companies (news about the success orfailure of a new product, for example). This risk is generally greaterfor small and mid cap companies.

Foreign Securities


Regulation and Access to Information. Changes in foreigncountries’ laws may harm the performance and liquidity of thePortfolio’s investments in those countries. Additionally, manycountries have less stringent financial reporting requirements thanthe United States, so it may be difficult to obtain information toevaluate the business potential of foreign issuers. Brokeragecommissions, custodial fees and other fees are generally higher forforeign investments, and rules on foreign transactions may causedelays in the settlement of transactions or in the notification ofincome. The Portfolio may have more limited legal recourse than itwould if investing in the United States.


Currency Risk. As many investments in foreign countries aredenominated in foreign currencies, changes in the value of thosecountries’ currencies relative to the U.S. dollar may affect the valueof those investments. These changes may occur in response toevents unrelated to the value of the security in the issuer’s homecountry. FMR may use certain techniques, such as forwardcontracts or futures contracts, to manage these risks. However,FMR cannot assure that these techniques will be effective.







184


Derivatives


These derivatives, even when used to manage risk, are themselvessubject to risks, and therefore may not serve their intended purpose. Ifthe price of a derivative moves in unexpected ways in relation to thesecurity or index on which the derivative is based, the Portfolio couldlose more money than if it had invested directly in the underlyingsecurity. This added volatility increases the risk of these investments.In addition, the Portfolio may not be able to terminate or sellderivatives under some market conditions, which could result insubstantial losses. Derivatives involve credit risk if the other party tothe derivative should fail to meet its obligations to the Portfolio.

Exchange Traded Funds. The Portfolio may invest in exchangetraded funds (“ETFs”). ETFs are pools of securities. Since the valueof an ETF is based on the value of the individual securities it holds,the value of the Portfolio’s investment in the ETF will fall if thevalue of the underlying securities declines. The Portfolio will bearits proportionate share of the ETF’s fees and expenses.


While FMR is the subadviser to the Portfolio, the day-to-dayinvestment management decisions for the Portfolio will be made byFMR Co., Inc. (“FMRC”), which serves as sub-subadviser to thePortfolio. FMRC is a wholly-owned subsidiary of FMR. As of December31, 2004, FMRmanaged approximately $932.8 billion in mutual fundassets. FMR’s address is 82 Devonshire Street, Boston MA 02109.

Penny Dobkin is the Portfolio Manager of the Portfolio. Ms. Dobkinhas worked as a research analyst and manager at FMR since 1980.

The SAI provides additional information about the portfolio manager’scompensation, other accounts managed by the portfolio manager, andthe portfolio manager’s ownership of securities in the Fund.


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Morgan Stanley EAFE Index Portfolio


The investment objective of the Portfolio is to equal the performanceof the MSCI EAFE Index. Although the Portfolio tries to mirror theperformance of the MSCI EAFE Index, its performance will notexactly match the index because the Portfolio incurs operatingexpenses. The MSCI EAFE Index is an unmanaged group ofcommon stocks, and therefore does not have these expenses.


The MSCI EAFE Index (also known as the Morgan Stanley CapitalInternational Europe Australasia Far East Index) is an indexcontaining over 1,000 securities of companies of varyingcapitalizations in developed countries outside the United States. Asof December 31, 2004, countries included in the MSCI EAFE Indexwere Australia, Austria, Belgium, Denmark, Finland, France,Germany, Greece, Hong Kong, Ireland, Italy, Japan, theNetherlands, New Zealand, Norway, Portugal, Singapore, Spain,Sweden, Switzerland and the United Kingdom. Metropolitan LifeInsurance Company (“Metropolitan Life”), the subadviser to thePortfolio, invests the Portfolio’s assets in a statistically selectedsample of the over 1,000 stocks included in the MSCI EAFE Index.The stocks purchased for the Portfolio are chosen by MetropolitanLife to, as a group, reflect the composite performance of the MSCIEAFE Index.

Metropolitan Life, under normal circumstances, invests at least 80%of the Portfolio’s net assets in stocks included in the MSCI EAFEIndex. You will receive 60 days’ prior notice if this 80% minimum isgoing to change.


In addition to securities of the type contained in the MSCI EAFEIndex, the Portfolio also expects to invest in exchange traded fundsand futures contracts based on the MSCI EAFE Index and/or relatedoptions to simulate full investment in the index while retainingliquidity, to facilitate trading, to reduce transaction costs or to seekhigher return when these derivatives are priced more attractivelythan the underlying security. Also, since the Portfolio attempts tokeep transaction costs low, the portfolio manager generally willrebalance the Portfolio if it deviates from the MSCI EAFE Index bya certain percentage, depending on the company, industry, andcountry, as applicable. Metropolitan Life monitors the trackingperformance of the Portfolio, before Portfolio operating expenses arededucted, through examination of the “correlation coefficient.” Aperfect correlation would produce a coefficient of 1.00. MetropolitanLife will attempt to maintain a target correlation coefficient of atleast .95 for the Portfolio. The portfolio manager also may rebalancethe Portfolio due to cash flows into and out of the Portfolio.

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‰ A general decline in foreign stock markets.



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Investment Performance RecordThe bar chart below shows the annual total returns for the Class A shares of the Portfolio for eachfull calendar year since the Portfolio began operations. The table following the bar chart comparesthe average annual total returns of the Portfolio to the returns of a relevant broad-basedsecurities market index. This information helps illustrate the volatility of the Portfolio’s returns.These returns do not reflect additional fees charged by Separate Accounts, variable insurancecontracts or Qualified Plans that an investor in the Portfolio may pay. If these additional feeswere reflected, performance would have been lower. Performance results for certain periods shownbelow include the effects of expense reduction arrangements. If these arrangements had not beenin place, performance results would have been lower.



PastOne Year

PastFive Years

Life of the Portfolio(November 1, 1998)

Class A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19.64% -1.68% 3.56%Class B* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19.27% -1.93% 3.32%Class E* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19.43% -1.83% 3.42%MSCI EAFE Index . . . . . . . . . . . . . . . . . . . . . . . . . . . 20.25% -1.13% 4.07%






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Example





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Equity Securities


Foreign Securities


Regulation and Access to Information. Changes in foreigncountries’ laws may harm the performance and liquidity of thePortfolio’s investments in those countries. Additionally, manycountries have less stringent financial reporting requirements thanthe United States, so it may be difficult to obtain information toevaluate the business potential of foreign issuers. Brokeragecommissions, custodial fees and other fees are generally higher forforeign investments, and rules on foreign transactions may causedelays in the settlement of transactions or in the notification ofincome. The Portfolio may have more limited recourse than it wouldif investing in the United States.


Currency Risk. As many investments in foreign countries aredenominated in foreign currencies, changes in the value of thosecountries’ currencies relative to the U.S. dollar may affect the valueof those investments. These changes may occur in response toevents unrelated to the value of the security in the issuer’s homecountry.

Futures Contracts

The Portfolio may purchase futures contracts (or options onfutures contracts) to maintain exposure to the index. If the price of afutures contract changes in unexpected ways compared to the priceof the index, the Portfolio could lose more money than if it hadinvested directly in the underlying securities. This added volatilityincreases the risk of these investments. In addition, investors maybe unwilling to buy or sell futures contracts under some market




190


conditions. If this happens, the Portfolio might not be able to closeout futures transactions without incurring substantial losses.




Metropolitan Life is a wholly-owned subsidiary of MetLife, Inc., apublicly-owned Delaware corporation. In addition, Metropolitan Lifeis the Fund’s principal underwriter and distributor. MetropolitanLife also manages its own investment assets and those of certainaffiliated companies and other entities. Metropolitan Life is a lifeinsurance company which sells insurance policies and annuitycontracts. As of December 31, 2004, Metropolitan Life managedapproximately $6.9 billion in assets for the Fund. Metropolitan Lifeis located at 200 Park Avenue, New York, New York 10166.




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192

Oppenheimer Global Equity Portfolio


The investment objective of the Portfolio is capital appreciation.


OppenheimerFunds, Inc. (“Oppenheimer”), subadviser to thePortfolio, invests under normal circumstances 80% of the Portfolio’sassets in equity securities (primarily common stock) of U.S. andforeign-based companies. You will receive 60 days’ prior notice ifthis 80% minimum is going to change. The Portfolio can investwithout limit in foreign securities and can invest in any country,including countries with developed or emerging markets. However,the Portfolio currently emphasizes its investments in developedmarkets such as the United States, Western European countriesand Japan. The Portfolio does not limit its investments to companiesin a particular capitalization range, but currently focuses itsinvestments in mid- and large-cap companies.

The Portfolio is not required to allocate its investments in any setpercentages in any particular country. The Portfolio normally willinvest in at least three countries (one of which may be the UnitedStates). Typically, the Portfolio invests in a number of differentcountries.

Stock Selection

In selecting securities for the Portfolio, Oppenheimer looksprimarily for foreign and U.S. companies with high growthpotential. Oppenheimer uses fundamental analysis of a company’sfinancial statements, management structure, operations andproduct development, and considers factors affecting the industry ofwhich the issuer is a part.

Oppenheimer considers overall and relative economic conditions inU.S. and foreign markets, and seeks broad portfolio diversificationin different countries to help moderate the special risks of foreigninvesting. Oppenheimer currently focuses on the factors below(which may vary in particular cases and may change over time),looking for:

‰ Stocks of small-, medium- and large-cap growth-orientedcompanies worldwide.

‰ Companies that stand to benefit from global growth trends.

‰ Businesses with strong competitive positions and highdemand for their products or services.

‰ Cyclical opportunities in the business cycle and sectors orindustries that may benefit from those opportunities.

In applying these and other selection criteria, Oppenheimerconsiders the effect of worldwide trends on the growth of various


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business sectors. The trends, or global “themes,” currentlyconsidered include development of new technologies, corporaterestructuring, the growth of mass affluence and demographicchanges.


Investing in the Portfolio involves risk. The Portfolio may notperform as well as other investments, and it is possible for investorsto lose money. Factors that could harm the investment performanceof the Portfolio include:


‰ Poor performance of individual stocks held by the Portfolio, oflarge cap stocks, of mid cap stocks or of growth stocks ingeneral.



‰ The Portfolio focuses its investments in mid- and large-capitalization companies, but it may also invest in stocks ofsmall capitalization companies. Small capitalizationcompanies may involve greater risks due to greater pricevolatility and less available public information.

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The bar chart below shows the annual total returns for the Class A shares of the Portfolio for eachfull calendar year since the Portfolio began operations. The table following the bar chart comparesthe average annual total returns of the Portfolio to the returns of a relevant broad-basedsecurities market index. This information helps illustrate the volatility of the Portfolio’s returns.These returns do not reflect additional fees charged by Separate Accounts, variable insurancecontracts or Qualified Plans that an investor in the Portfolio may pay. If these additional feeswere reflected, performance would have been lower. On May 1, 2005, the Portfolio changed itssubadviser from Deutsche Investment Management Americas Inc. to Oppenheimer, and thePortfolio also changed its investment objective and principal investment strategies. Performanceinformation set forth below reflects results prior to these changes.



PastOne Year

PastFive Years

Life of the Portfolio(March 1, 1997)

Class A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16.42% 1.04% 6.81%Class B* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16.04% 0.79% 6.56%Class E** . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16.14% 0.89% 6.66%MSCI World Index (net dividends) . . . . . . . . . . . . . . . . . . . 14.72% -2.45% 5.78%



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Fees and Expenses








Total Annual Portfolio Operating Expenses . . . . . . . . . . . . . . . . . . . 0.81% 1.06% 0.96%

Example




Class A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 83 $259 $450 $1,002Class B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $108 $337 $585 $1,294Class E . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 98 $306 $531 $1,178

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Equity Securities



Market Capitalization Risk. The stocks of large capitalizationcompanies do not always have as much growth potential as smallerand medium capitalization stocks. The stocks of midcap companiesinvolve potentially greater risks and higher volatility than those oflarger companies. Midcap stocks do not always have as muchgrowth potential as smaller capitalization stocks. The stocks ofsmall capitalization companies may underperform the broad equitymarkets and may be more volatile than other stocks because theyhave limited marketability. Small capitalization companies mayhave limited product lines, markets, financial resources ormanagement experience. There is typically less publicly availableinformation about small capitalization companies.

Industry Focus. At times, the Portfolio may increase the relativeemphasis of its investments in a particular industry. Stocks ofissuers in a particular industry are subject to changes in economicconditions, government regulations, availability of basic resources orsupplies or other events that affect that industry more than others.To the extent that the Portfolio has greater emphasis oninvestments in a particular industry, its share values may fluctuatein response to events affecting that industry. The Portfolio does notconcentrate 25% or more of its total assets in investments in any oneindustry.

Investing in Special Situations. Periodically, the Portfolio mightuse aggressive investment techniques. These might include seekingto benefit from what Oppenheimer perceives to be “specialsituations,” such as mergers, reorganizations, restructurings orother unusual events expected to affect a particular issuer.However, there is a risk that the change or event might not occur,which could have a negative impact on the price of the issuer’ssecurities. The Portfolio’s investment might not produce theexpected gains or could incur a loss.

197


Cyclical Opportunities. The Portfolio may also seek to takeadvantage of changes in the business cycle by investing incompanies that are sensitive to those changes if Oppenheimerbelieves they have growth potential. The Portfolio might sometimesseek to take tactical advantage of short-term market movements orevents affecting particular issuers or industries. There is a risk thatif the event does not occur as expected, the value of the stock couldfall, which in turn could depress the Portfolio’s share prices.

Foreign Securities

The Portfolio expects to have substantial investments in foreignsecurities. For purposes of the Portfolio’s investment allocations,foreign securities include equity and debt securities of companiesorganized under the laws of countries other than the United Statesand debt securities issued or guaranteed by governments other thanthe U.S. government or by foreign supra-national entities. They alsoinclude securities of companies (including those that are located inthe U.S. or organized under U.S. law) that derive a significantportion of their revenue or profits from foreign businesses,investments or sales, or that have a significant portion of theirassets abroad. They may be traded on foreign securities exchangesor in the foreign over-the-counter markets.

Securities of foreign issuers that are represented by AmericanDepository Receipts or that are listed on a U.S. securities exchangeor traded in the U.S. over-the counter markets are considered to beforeign securities for the purpose of the Portfolio’s investmentallocations. They are subject to some of the special considerationsand risks, discussed below, that apply to foreign securities tradedand held abroad.


Regulation and Access to Information. Changes in foreigncountries’ laws may harm the performance and liquidity of thePortfolio’s investments in those countries. Additionally, manycountries have less stringent financial reporting requirements thanthe United States, so it may be difficult to obtain information toevaluate the business potential of foreign issuers. Brokeragecommissions, custodial fees and other fees are generally higher forforeign investments, and rules on foreign transactions may causedelays in the settlement of transactions or in the notification ofincome. The Portfolio may have more limited legal recourse than itwould if investing in the United States.


198



Currency Risk. As many investments in foreign countries aredenominated in foreign currencies, changes in the value of thosecountries’ currencies relative to the U.S. dollar may affect the valueof those investments. These changes may occur in response to eventsunrelated to the value of the security in the issuer’s home country.Oppenheimer may use certain techniques, such as forwardcontracts or futures contracts, to manage these risks. However,Oppenheimer cannot assure that these techniques will be effective.


Derivatives



It is a fundamental policy of the Portfolio that no more than 5% ofits assets may be committed to transactions in options, futures orother derivative instruments that are intended for any purposeother than to protect against changes in market values ofinvestments the Portfolio owns or intends to acquire, to facilitate the






199


sale or disposition of investments for the Portfolio, or to adjust theeffective duration or maturity of fixed-income instruments owned bythe Portfolio.

It is a fundamental policy of the Portfolio that no put options may besold other than to close out option positions previously entered into;provided that the Portfolio may (i) sell covered put options onsecurities and stock indices to earn additional income, as a hedgeagainst or to minimize anticipated loss in value; and (ii) sell coveredput options on currencies as a hedge against anticipated declines incurrency exchange rates in which securities are held or to bepurchased or to earn additional income.

Rule 144A and other Private Placement Securities. The Portfoliomay purchase Rule 144A and other private placement securities.Since trading in these securities is limited primarily to institutionalinvestors, such securities may be illiquid, that is, difficult to sell at adesired time and price, due to a limited market. The Portfolio maynot, however, purchase any security if, as a result, more than 15% ofthe Portfolio’s net assets would be invested in securities consideredto be illiquid by Oppenheimer.


Oppenheimer has operated as an investment advisor since January1960. Oppenheimer and its subsidiaries and controlled affiliatesmanaged more than $170 billion in assets as of December 31, 2004.Oppenheimer is located at Two World Financial Center, 225 LibertyStreet – 11th Floor, New York, New York 10281-1008.

William Wilby and Rajeev Bhaman are jointly and principallyresponsible for the day-to-day management of the Portfolio. Mr.Wilby is a Senior Vice President (since October 1992) and SeniorInvestment Officer, Director of Equities of Oppenheimer (sinceAugust 2004). Mr. Wilby also serves as an officer and portfoliomanager for various Oppenheimer funds. Mr. Bhaman is a VicePresident of Oppenheimer (since November 1996) and portfoliomanager of various Oppenheimer funds. He is a CharteredFinancial Analyst.

The SAI provides additional information about the portfoliomanagers’ compensation, other accounts managed by the portfoliomanagers, and the portfolio mangers’ ownership of securities in thePortfolio.

The Portfolio pays MetLife Advisers an investment advisory fee atthe annual rate of 0.90% for the first $50 million of the Portfolio’saverage daily net assets, 0.55% for the next $50 million, 0.50% forthe next $400 million, and 0.475% for amounts over $500 million.For the year ended December 31, 2004, the Portfolio paid MetLifeAdvisers an investment advisory fee of 0.62% of the Portfolio’saverage daily net assets.

200

BlackRock Diversified Portfolio


The investment objective of the Portfolio is high total return whileattempting to limit investment risk and preserve capital.


BlackRock Advisors, Inc. (“BlackRock”), subadviser to the Portfolio,under normal circumstances, invests the Portfolio’s assets in equitysecurities and fixed-income securities. The amount of assetsinvested in each type of security will depend upon economicconditions, the general level of common stock prices, interest ratesand other relevant considerations, including the risks associatedwith each type of security.

The Portfolio’s investments in equity securities will be in stocks andconvertible securities that BlackRock believes have attractive long-term risk adjusted return potential.

The Portfolio’s fixed-income investments will be in investmentgrade fixed-income securities, including debt securities issued bythe U.S. Treasury or any U.S. Government agency, mortgage-backedsecurities (both privately issued and issued or guaranteed by theU.S. Government or its agencies, authorities or instrumentalities)and asset-backed securities, including collateralized mortgageobligations (“CMOs”) and collateralized debt obligations (“CDOs”),U.S. dollar-denominated debt securities of foreign issuers andcorporate debt. The Portfolio may also invest in securities throughRule 144A and other private placement transactions.

No combination of investments in high yield securities, foreignsecurities (defined as securities not denominated in the U.S. dollar)or emerging market securities will exceed 30% of the Portfolio’s totalassets. The Portfolio may invest (1) up to 20% of its total assets inhigh yield securities; (2) up to 20% of its total assets in foreignsecurities; and (3) up to 10% of its total assets in securities ofissuers located in developing or emerging market countries.(Securities purchased by the Portfolio within the 10% limit in clause(3) will not be counted toward the limits in clauses (1) or (2), but willbe counted toward the overall 30% limit.)

The Portfolio’s high yield securities may include convertible bonds,convertible preferred stocks, warrants and other securities attachedto high yield bonds or other fixed-income securities.

The Portfolio may use futures contracts, options, swaps and otherderivatives to attempt to reduce the interest rate or currency risk ofthe Portfolio or to adjust the Portfolio’s duration.

As a fundamental policy, the Portfolio limits investment insecurities of foreign issuers (excluding ADRs) up to 10% of total


Asset-backed securities arebonds and notes backed bycertain assets, such asanticipated car loan or creditcard payments.

Fixed-income securities thatare below investment gradequality are referred to as highyield securities (commonlyknown as “junk bonds”). Highyield securities are typicallyriskier than investment gradesecurities.

201


assets, except that 25% may be invested in securities issued,assumed or guaranteed by foreign governments or theirinstrumentalities, assumed or guaranteed by domestic issuers orissued, assumed or guaranteed by foreign issuers with a class ofsecurities listed on the New York Stock Exchange. Combined withthe above limits on foreign securities, the Portfolio may invest up to35% of its assets in American Depositary Receipts (“ADRs”).


Equity Securities. With respect to the Portfolio’s investments inequity securities, BlackRock uses the S&P 500 Index as abenchmark, and uses quantitative techniques to analyze a universeof approximately 800 companies, including those in the S&P 500Index and about 300 other large and medium capitalizationcompanies. Using a multi-factor model, BlackRock then identifiesstocks with rising earnings expectations that are selling at lowrelative valuations when compared with their sector peers. Based onthis information, and using sophisticated risk measurement tools,BlackRock then selects stocks, together with appropriate positionweightings, that it believes will maximize the Portfolio’s equityportion’s return per unit of risk. With respect to the equity portion,the Portfolio seeks to maintain the market capitalization, sectorallocations and style characteristics of such portion similar to thoseof the S&P 500 Index. Seeking to maintain the optimal risk/returntrade-off, BlackRock rebalances the holdings in such portionregularly. BlackRock assesses each stock’s changing characteristicsrelative to its contribution to portfolio risk. A stock is a candidate forsale when it no longer offers an appropriate return-to-risk trade-off.With respect to its equity portion, in order to remain fully investedand instead of purchasing and selling securities directly, thePortfolio may invest in depository receipts that seek to replicate theprice performance and dividend yield of the S&P 500 Index.

Fixed-income Securities. In selecting fixed-income securities,BlackRock establishes duration targets based on economic andmonetary factors affecting interest rates and bond market returns.BlackRock also allocates the Portfolio’s fixed-income investmentsamong bond market sectors (such as U.S. Treasury securities, U.S.government agency securities, mortgage-backed or asset-backedsecurities, and corporate debt securities) based upon its evaluationof the relative price and yield attractiveness of the various sectors.BlackRock also decides how the Portfolio’s fixed-income portfolioshould be positioned along the yield curve by selecting securities incertain maturity ranges based upon the relative price and yieldattractiveness of those maturities. When selecting particular fixed-income securities that will satisfy the desired duration, yield curvepositioning and sector weighting for the overall portfolio, BlackRockrelies primarily on its own research regarding the credit quality,yield characteristics and interest rate sensitivity of individualsecurities.

A futures contract is anobligation to buy or sell anasset on a specified futuredate, or to pay or receivemoney based on the value ofsome securities index,currency or interest rate on aspecified future date.Typically, futures contracts aretraded on an exchange (ratherthan entered into between twoparties). Futures contracts areone kind of derivative.


202


BlackRock monitors and adjusts the investments of the Portfolio’sfixed-income portion to try to maintain a duration generally within1½ years of the Lehman Brothers Aggregate Bond Index. As ofDecember 31, 2004, the duration of this index was 4.3 years.



‰ A general decline in U.S. stock or U.S. or foreign fixed-incomemarkets.



‰ Poor performance of individual fixed-income securities,including individual high yield debt securities, held by thePortfolio, which may be due to interest rate, credit or marketrisk. Credit risk is higher for fixed-income securities that arenot backed by the full faith and credit of the U.S.Government.

‰ Poor performance of the classes of fixed-income securitiesheld by the Portfolio, including high yield debt securities.

‰ Poor performance of equity securities relative to fixed-incomesecurities when BlackRock emphasizes investment in equitysecurities, or poor performance of fixed-income securitiesrelative to equity securities when BlackRock investsrelatively more of the Portfolio’s assets in fixed-incomesecurities.


203



The bar chart below shows the annual total returns for the Class A shares of the Portfolio for thelast ten full calendar years. The table following the bar chart compares the average annual totalreturns of the Portfolio to the returns of two relevant broad-based securities market indexes. Thisinformation helps illustrate the volatility of the Portfolio’s returns. These returns do not reflectadditional fees charged by Separate Accounts, variable insurance contracts or Qualified Plans thatan investor in the Portfolio may pay. If these additional fees were reflected, performance would havebeen lower. On January 31, 2005, BlackRock succeeded State Street Research & ManagementCompany (“State Street Research”) as subadviser to the Portfolio. The performance information setforth below reflects the management of State Street Research, but not of BlackRock.



One YearPast

Five YearsPast

Ten Years

Class A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.51% 1.29% 9.29%Class B* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.26% 1.04% 9.05%Class E** . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.29% 1.14% 9.15%S&P 500 Index . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.87% -2.30% 12.07%Lehman Brothers Aggregate Bond Index . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.34% 7.71% 7.72%



Fees and Expenses



Maximum Sales Charge Imposed on Purchases (as a percentage of offeringprice) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N/A N/A N/A

Maximum Deferred Sales Charge (as a percentage of purchase price orredemption price, whichever is lower) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N/A N/A N/A

204







Example





205



Equity Securities







Foreign Securities








206




Currency Risk. As many investments in foreign countries aredenominated in foreign currencies, changes in the value of thosecountries’ currencies relative to the U.S. dollar may affect the valueof those investments. These changes may occur in response toevents unrelated to the value of the security in the issuer’s homecountry. BlackRock may use certain techniques, such as forwardcontracts and futures contracts, to manage these risks. However,BlackRock cannot assure that these techniques will be effective.

Derivatives



Rule 144A and other Private Placement Securities. The Portfoliomay purchase Rule 144A and other private placement securities.Since trading in these securities is limited primarily to institutional

A forward contract is anagreement to buy or sellsecurities or currencies on aspecified future date at aspecific price. Forwardcontracts are a kind ofderivative.

A derivative is a financialinstrument whose value isbased on (derived from)changes in the value ofsomething else, such ascurrency, an interest rate or asecurity. Options and swapcontracts are types ofderivatives.



207


investors, such securities may be illiquid, that is, difficult to sell at adesired time and price, due to a limited market. The Portfolio maynot, however, purchase any security if, as a result, more than 15% ofthe Portfolio’s net assets would be invested in securities consideredto be illiquid by BlackRock.Convertible Securities. The Portfolio may invest in convertiblesecurities, which are fixed-income securities or preferred stocks thatmay later convert to underlying common stocks or other equitysecurities. Prior to conversion, convertible securities have the samegeneral characteristics as other fixed-income securities, and theprice of a convertible security will normally fluctuate in response tointerest rates and other factors bearing on the price of fixed-incomesecurities when the price of the underlying equity security is lessthan the conversion price (“out of the money”). When the price of theunderlying equity security is greater than the conversion price (“inthe money”), the value of the convertible security will normally tendto fluctuate to a greater extent in conjunction with the price of theunderlying security.Warrants. The Portfolio may invest in warrants. Warrants arerights to purchase common stocks at specific prices valid for aspecific period of time. A warrant’s price will normally fluctuate inthe same direction as the prices of its underlying securities but mayhave substantially more volatility. Warrant holders receive nodividends and have no voting rights with respect to the underlyingsecurity.Zero (or Step) Coupons. The Portfolio may invest in zero couponsecurities. A zero coupon security is a debt security that ispurchased and traded at a discount to its face value because it paysno interest for some or all of its life. Interest, however, is reported asincome to the Portfolio and the Portfolio is required to distribute toshareholders an amount equal to the amount reported. Thosedistributions may force the Portfolio to liquidate portfolio securitiesat a disadvantageous time. These securities involve special creditand duration risks, as their value could decline substantially by thetime interest is actually paid, which may be at any time from a fewdays to a number of years.Asset-backed Securities. The Portfolio may invest in asset-backedsecurities, which represent interests in pools of debt (includinginterests in pools of debt other than mortgage notes), such as creditcard accounts. The principal risks of asset-backed securities are thatpayments may be made more slowly, and rates of default may behigher, than expected on the underlying obligations. In addition,because some of these securities are new or complex, unanticipatedproblems may affect their value or liquidity.Payment-in-Kind (PIK) Securities. The Portfolio may invest inpayment-in-kind securities, such as bonds paying current interestpayments in additional bonds instead of cash. Because PIKs do notpay current interest in cash, their values may fluctuate more widelyin response to interest rate changes than do the values of ordinarybonds.

208


Structured Securities. The Portfolio may invest in structuredsecurities, which are securities issued by an entity holdingunderlying instruments producing cash flows. The cash flows of theunderlying instruments may be apportioned among classes ofstructured securities to create securities with different investmentcharacteristics. Other types of structured securities may be linkedby a formula to the price of an underlying instrument. These typesof structured securities are generally more volatile than directinvestments in their underlying instruments.



Collateralized Mortgage Obligations (CMOs). The Portfolio mayinvest in CMOs, which are fixed-income securities that arecollateralized by a portfolio of mortgages or mortgage securities. Theunderlying mortgages or mortgage securities of the CMOs purchasedby the Portfolio are issued or guaranteed by the U.S. Government orone of its agencies or instrumentalities, but the CMOs themselves maynot be so issued or guaranteed. Therefore, CMOs are often riskier thanother U.S. Government securities. These securities are valued basedon expected prepayment rates. The risks associated with prepaymentof the obligations makes these securities more volatile in response tochanging interest rates than other fixed-income securities.

Mortgage Dollar Roll Transactions. The Portfolio may also enterinto mortgage dollar roll transactions to earn additional income. Inthese transactions, the Portfolio sells a U.S. mortgage-backedsecurity and agrees to repurchase another U.S. mortgage-backedsecurity with the same interest rate and maturity date, butgenerally backed by a different pool of mortgages. The Portfolioearns interest on the proceeds of the sale and may receive a fee or alower repurchase price. The benefits from these transactions dependupon the subadviser’s ability to forecast mortgage prepaymentpatterns on different mortgage pools. The use of mortgage dollarrolls may lead to a higher portfolio turnover.

New Securities. The Portfolio may invest in newly developed typesof securities and related instruments that have characteristicssimilar to other fixed-income investments, are being traded throughthe institutional trading desks of broker-dealers and assetmanagers, and have attributes and risk profiles consistent with thePortfolio’s objective and strategies.

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The portfolio managers who are jointly and primarily responsible forthe day-to-day management of the fixed-income portion of thePortfolio are Keith Anderson and Scott Amero. Messrs. Andersonand Amero lead BlackRock’s Fixed Income Team. The Fixed IncomeTeam consists of 50 portfolio managers including eight lead sectorspecialists in the major fixed-income sectors, as well as 28 creditresearch analysts and over 250 quantitative research analysts. TheFixed Income Team uses an approach that leverages the individualexpertise of the team members. As part of the portfolio managementprocess for the fixed income portion of the Portfolio, the FixedIncome Team utilizes BlackRock’s risk management analytics toregularly evaluate the composition of the Portfolio.

Mr. Anderson, a Managing Director, has been a Managing Directorof BlackRock Financial Management, Inc., an affiliate of BlackRock,since 1988. Mr. Amero, a Managing Director, has been a ManagingDirector of BlackRock Financial Management, Inc. since 1990.

The portfolio managers who are jointly and primarily responsible forthe day-to-day management of the equity portion of the Portfolio areDavid E. Byrket, CFA, and Frederick W. Herrmann, CFA. Messrs.Byrket and Herrmann, both Managing Directors, lead BlackRock’sQuantitative Equity Team, which consists of nine investmentprofessionals and utilizes a sophisticated computer model toevaluate and select securities for purchase based on a number ofcriteria. This quantitative security selection program operates inconjunction with BlackRock’s risk management analytics program.Messrs. Byrket and Herrmann, Managing Directors of BlackRock,joined BlackRock in 2003. Messrs. Byrket and Herrmann wereManaging Directors at Weiss, Peck and Greer, LLC from 2001 to2003, and managed that firm’s quantitative equity portfolios from1996 to 2003.



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The investment objective of the Portfolio is a favorable total returnthrough investment in a diversified portfolio.


Massachusetts Financial Services Company (“MFS”), subadviser tothe Portfolio, normally invests at least 40%, but not more than 75%,of the Portfolio’s net assets in common stocks and related securities(referred to as “equity securities”) such as preferred stocks, andbonds, warrants or rights convertible into stock. The Portfolio mayalso invest in depositary receipts for such equity securities. ThePortfolio may vary the percentage of its assets invested in any onetype of security (within the limits described above) in accordancewith MFS’ interpretation of economic and money market conditions,fiscal and monetary policy, and security values. The Portfoliofocuses on undervalued equity securities issued by companies withlarge market capitalizations ($5 billion or more).

The Portfolio may invest in fixed-income securities such as corporatebonds, U.S. Government Securities, mortgage-backed securitiesand asset-backed securities. The Portfolio normally invests atleast 25% of its net assets in non-convertible fixed-income securities.The fixed-income portion of the Portfolio invests primarily ininvestment grade fixed-income securities, but the Portfolio mayinvest up to 20% of its net assets in lower quality, high yieldsecurities. Consistent with the principal investment strategiesabove, the Portfolio may invest up to 20% of its net assets in foreignsecurities and may have exposure to foreign currencies through itsinvestments in these securities.


Equity Securities. The Portfolio will generally invest in equitysecurities of companies MFS believes are undervalued relative totheir long-term potential due to a decline in the financial markets,poor economic conditions generally, developments in the issuer’sindustry, or because the market has simply overlooked them.Undervalued equity securities generally have relatively lower price-to-book, price-to-sales and/or price-to-earnings ratios. MFS uses abottom-up investment style in managing the equity portion of thePortfolio. This means that securities are selected based upon MFS’assessment of the earnings, cash flows, competitive position andmanagement abilities of the issuer.

Fixed-income Securities. In selecting fixed-income investments forthe Portfolio, MFS considers the view of its large group of fixed-income portfolio managers and research analysts. This groupperiodically assesses the three-month total return outlook forvarious segments of the fixed-income markets. In assessing thecredit quality of fixed-income securities, MFS does not rely solely onthe credit ratings assigned by credit rating agencies, but alsoperforms its own independent credit analysis.

Certain U.S. GovernmentSecurities, such as U.S.Treasury bonds and GNMAmortgage-backed bonds, arebacked by the full faith andcredit of the U.S. Treasury.Other U.S. GovernmentSecurities, such as FNMAand FHLMC mortgage-backed bonds, are backed bythe credit of a federal agencyor government-sponsoredentity, and not by the full faithand credit of the U.S.Treasury.

Asset-back securities arebonds and notes backed bycertain assets, such asanticipated car loan or creditcard payments.



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‰ A general decline in U.S. or foreign equity or fixed-incomemarkets.


‰ Poor performance of fixed-income securities held by thePortfolio, which may be due to interest rate risk or credit risk.Credit risk may be higher for fixed-income securities notbacked by the full faith and credit of the U.S. Government.

‰ Poor performance of equity securities relative to fixed-incomesecurities when MFS emphasizes investment in equitysecurities, or poor performance of fixed-income securitiesrelative to equity securities when MFS invests relatively moreof the Portfolio’s assets in fixed-income securities.



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The bar chart below shows the annual total returns for the Class A shares of the Portfolio for thelast ten full calendar years. The table following the bar chart compares the average annual totalreturns of the Portfolio to the returns of three relevant broad-based securities market indexes.This information helps illustrate the volatility of the returns of the Portfolio. These returns do notreflect additional fees charged by Separate Accounts, variable insurance contracts or QualifiedPlans that an investor in the Portfolio may pay. If these additional fees were reflected,performance would have been lower. On July 1, 2001, MFS succeeded Back Bay Advisors, L.P.(“Back Bay Advisors”) as subadviser to Total Return. The performance information set forth belowrelates to the last ten full calendar years and, therefore, reflects the management of both BackBay Advisors and MFS.



One YearPast

Five YearsPast

Ten Years

Class A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.25% 2.74% 11.15%Class B* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.99% 2.49% 10.90%Class E** . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.10% 2.59% 11.00%S&P 500 Index . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.87% -2.30% 12.07%Lehman Brothers Aggregate Bond Index . . . . . . . . . . . . . . . . . . . . . 4.34% 7.71% 7.72%

* Performance information shown for any period beyond one year is the performance of theClass A shares adjusted to reflect the 0.25% 12b-1 fee of the Class B shares.

** Performance information shown is the performance of the Class A shares adjusted to reflectthe 0.15% 12b-1 fee of the Class E shares.

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Fees and Expenses









Example





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Equity Securities





Fixed-income securities involve both credit risk and market risk,which includes interest rate risk. Some fixed-income securitiesalso involve the risk that an issuer will repay the principal orrepurchase the security before it matures. Some fixed-incomesecurities also involve the risk that an issuer will repay theprincipal or repurchase the security before it matures. If thishappens, the holder will no longer receive any interest on thatsecurity. The holder could buy another security, but that othersecurity might pay a lower interest rate. Also, if the holder paid apremium when it bought the security, the holder may receive lessfrom the issuer than it paid for the security.


High yield debt has a higher credit risk and market risk thaninvestment grade fixed-income securities. Issuers could have highcredit risk for many reasons, including problems with productdevelopment, distribution or competition in their markets or a highdegree of leverage. High yield securities have higher market riskfor a variety of reasons, including greater sensitivity to interest ratechanges and economic downturns, and the difficulty some issuersmay have when trying to obtain additional financing. Also, highyield securities may be difficult to value, and if other investorsbelieve that a certain issuer’s securities are overvalued, the holdermay be unable to sell those securities for what it believes is anadequate price.

Foreign Securities





Some securities pay a higherinterest rate than the currentmarket rate. An investor mayhave to pay more than thesecurity’s principal tocompensate the seller for thevalue of the higher interestrate. This additional paymentis called a premium.


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Regional and National Risk. News and events unique to particularregions and foreign countries will affect non-U.S. markets andissuers. These same events may not affect the U.S. economy orsimilar issuers located in the United States in the same manner. Asa result, movements in the prices of foreign securities may notcorrelate with the prices of U.S. securities.

Currency Risk. As many investments in foreign countries aredenominated in foreign currencies, changes in the value of thosecountries’ currencies relative to the U.S. dollar may affect the valueof those investments. These changes may occur in response toevents unrelated to the value of the security in the issuer’s homecountry. MFS may use certain techniques, such as forwardcontracts, to manage these risks. However, MFS cannot assurethat these techniques will be effective.

Asset-backed Securities. The Portfolio may invest in asset-backedsecurities, which represent interests in pools of debt (includinginterests in pools of debt other than mortgage notes), such as creditcard accounts. The principal risks of asset-backed securities are thatpayments may be made more slowly, and rates of default may behigher, than expected on the underlying obligations. In addition,because some of these securities are new or complex, unanticipatedproblems may affect their value or liquidity.

Collateralized Mortgage Obligations (CMOs). The Portfolio mayinvest in CMOs, which are fixed-income securities that arecollateralized by a portfolio of mortgages or mortgage securities. Theunderlying mortgages or mortgage securities of the CMOspurchased by the Portfolio are issued or guaranteed by the U.S.Government or one of its agencies or instrumentalities, but theCMOs themselves may not be so issued or guaranteed. Therefore,CMOs are often riskier than other U.S. Government securities.These securities are valued based on expected prepayment rates.The risks associated with prepayment of the obligations makesthese securities more volatile in response to changing interest ratesthan other fixed-income securities.

Rule 144A and other Private Placement Securities. The Portfoliomay purchase Rule 144A and other private placement securities.Since trading in these securities is limited primarily to institutionalinvestors, such securities may be illiquid, that is, difficult to sell at adesired time and price, due to a limited market. The Portfolio maynot, however, purchase any security if, as a result, more than 15% of


A derivative is a security, thevalue of which is based on(derived from) the movementof an underlying instrument.This instrument could be theprice of another security orother asset or an interest rate,among other things.

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the Portfolio’s net assets would be invested in securities consideredto be illiquid by the subadviser.


As of December 31, 2004, MFS managed approximately $146 billionin assets worldwide. MFS is located at 500 Boylston Street, Boston,Massachusetts 02116.

The Portfolio is managed by a team of portfolio managers, headed byBrooks A. Taylor, an MFS Vice President. The team is comprised ofKenneth J. Enright, Steven R. Gorham and Michael W. Roberge,each an MFS Senior Vice President, and William J. Adams, AlanT. Langsner, and William P. Douglas, each an MFS Vice President.

Mr. Taylor is the lead manager of the Portfolio. He has beenemployed in the MFS investment management area since 1996.Mr. Gorham is responsible for the Large Cap Value Equities portionof the Portfolio along with Mr. Taylor. Mr. Gorham has beenemployed in the MFS investment management area since 1992. Mr.Enright and Mr. Langsner are responsible for the Multi-Cap ValueEquities portion of the Portfolio. Mr. Enright has been employed inthe MFS investment management area since 1986; Mr. Langsner,since 1999. Mr. Roberge and Mr. Adams are responsible for the DebtSecurities portion of the Portfolio. Mr. Roberge has been employedin the MFS investment management area since 1996; Mr. Adams,since 1997. Mr. Douglas is responsible for the Mortgage BackedDebt Securities portion of the Portfolio. Mr. Douglas has beenemployed in the MFS investment management area since 2004,prior to which he was a Vice President and Senior Mortgage Analystat Wellington Management Company, LLP for ten years.



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BlackRock Bond Income Portfolio


The investment objective of the Portfolio is a competitive totalreturn primarily from investing in fixed-income securities.


BlackRock Advisors, Inc. (“BlackRock”), subadviser to the Portfolio,invests, under normal circumstances, at least 80% of the Portfolio’sassets in fixed-income securities. You will receive 60 days’ prior noticeif this 80% minimum is going to change. The Portfolio may invest ininvestment grade fixed-income securities, obligations of the U.S.Treasury or any U.S. government agency (“U.S. GovernmentSecurities”), mortgage-backed and asset-backed securities,corporate debt securities of U.S. and foreign issuers, and cashequivalents. The Portfolio may also invest in securities through Rule144A and other private placement transactions.

No combination of investments in high yield securities, foreignsecurities (defined as securities not denominated in the U.S. dollar)or emerging market securities will exceed 30% of the Portfolio’s totalassets. The Portfolio may invest (1) up to 20% of its total assets inhigh yield securities; (2) up to 20% of its total assets in foreignsecurities; and (3) up to 10% of its total assets in securities ofissuers located in developing or emerging market countries.(Securities purchased by the Portfolio within the 10% limit in clause(3) will not be counted toward the limits in clauses (1) or (2), but willbe counted toward the overall 30% limit.)

In addition to bonds, the Portfolio’s high yield securities may includeconvertible bonds, convertible preferred stocks, and warrants andother securities attached to bonds or other fixed-income securities.

Investment grade: Moody’sand Standard & Poor’s arerating agencies that assign a“credit rating” to fixed-incomesecurities and issuers basedon the agency’s evaluation ofthe risk that the issuer willdefault on its obligations.Securities or issuers that earnone of the top four ratingsfrom Moody’s or Standard &Poor’s (or any other nationallyrecognized rating agency) areconsidered “investmentgrade.” In this Prospectus,unrated securities that, in thesubadviser’s judgment, are ofsimilar quality to othersecurities rated investmentgrade are also referred to as‘‘investment grade.”




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The Portfolio may use futures contracts, options, swaps and otherderivatives to attempt to reduce the interest rate or currency risk ofthe Portfolio or to adjust the Portfolio’s duration.

The Portfolio may also invest in payment-in-kind securities,structured securities, when-issued securities, and zero coupon bonds.


BlackRock establishes duration targets based on economic andmonetary factors affecting interest rates and bond market returns.BlackRock also allocates the Portfolio’s investments among bondmarket sectors (such as U.S. Treasury securities, U.S. governmentagency securities, mortgage-backed or asset-backed securities, andcorporate debt securities) based upon its evaluation of the relativeprice and yield attractiveness of the various sectors. BlackRock alsodecides how the Portfolio’s portfolio should be positioned along theyield curve by selecting securities in certain maturity ranges basedupon the relative price and yield attractiveness of those maturities.When selecting particular fixed-income securities that will satisfy thedesired duration, yield curve positioning and sector weighting for theoverall portfolio, BlackRock relies primarily on its own researchregarding the credit quality, yield characteristics and interest ratesensitivity of individual securities.

Although the Portfolio does not generally seek to eliminate allforeign currency risk, it may at times use foreign currencies,forward currency contracts and currency-related derivativeinstruments, including cross-hedging techniques, to hedge some orall of its foreign currency exposure.

BlackRock monitors and adjusts the Portfolio’s investments to try tomaintain a duration generally within 11⁄2 years of the LehmanBrothers Aggregate Bond Index. As of December 31, 2004, theduration of this index was 4.3 years.



‰ A general decline in U.S. or foreign fixed-income securitymarkets.

‰ Poor performance of individual fixed-income securities held bythe Portfolio, which may be due to interest rate risk or creditrisk. Credit risk is higher for fixed-income securities notbacked by the full faith and credit of the U.S. Government.


A futures contract is anobligation to buy or sell anasset on a specified futuredate, or to pay or receivemoney based on the value ofsome securities index,currency or interest rate on aspecified future date.Typically, futures contracts aretraded on an exchange (ratherthan entered into between twoparties). Futures contracts areone kind of derivative.


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The bar chart below shows the annual total returns for the Class A shares of the Portfolio for thelast ten full calendar years. The table following the bar chart compares the average annual totalreturns of the Portfolio to the returns of a relevant broad-based securities market index. Thisinformation helps illustrate the volatility of the Portfolio’s returns. These returns do not reflectadditional fees charged by Separate Accounts, variable insurance contracts or Qualified Plansthat an investor in the Portfolio may pay. If these additional fees were reflected, performancewould have been lower. On July 1, 2001, State Street Research & Management Company (“StateStreet Research”) succeeded Back Bay Advisors, L.P. (“BackBay Advisors”) as subadviser to thePortfolio. On January 31, 2005, BlackRock succeeded State Street Research as subadviser to thePortfolio. The performance information set forth below reflects the management of both Back BayAdvisors and State Street Research, but not of BlackRock.

During the period shown above, the highest quarterly return was 7.65% for the second quarter of1995, and the lowest quarterly return was -2.69% for the second quarter of 2004. Pastperformance of a Portfolio does not necessarily indicate how that Portfolio will perform in thefuture.


PastOne Year

PastFive Years

PastTen Years

Class A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.43% 7.13% 7.97%Class B* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.17% 6.87% 7.72%Class E* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.28% 6.97% 7.82%Lehman Brothers Aggregate Bond Index . . . . . . . . . . . . . . . . . . . . . 4.34% 7.71% 7.72%


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Fees and Expenses









Example





221






High yield securities have a higher credit risk and market risk thaninvestment grade fixed-income securities. Issuers could have highcredit risk for many reasons, including problems with productdevelopment or distribution, reductions in market share or overallsales, competition in their markets or a high degree of leverage.High yield securities have higher market risk for a variety ofreasons, including greater sensitivity to interest rate changes andeconomic downturns, and the difficulty some issuers may have whentrying to obtain additional financing. Also, high yield securities maybe difficult to value, and if other investors believe that a certainissuer’s securities are overvalued, the holder may be unable to sellthose securities for what it believes is an adequate price.

Foreign Securities

In addition to the risks associated with fixed-income securitiesgenerally, foreign securities present additional risks.



Emerging Markets. The Portfolio may invest in emerging markets,which are generally located in the Asia-Pacific Region, EasternEurope, Latin and South America and Africa. In addition to therisks of foreign securities described above (which are potentiallygreater for emerging markets securities than for other foreign






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securities), emerging markets securities may be subject to otherrisks, including increased risks of reduced liquidity, high inflationrates, political uncertainty, high administrative and regulatorycosts, repatriation of income and less advantageous investmentterms relative to foreign nationals.

Currency Risk. As many investments in foreign countries aredenominated in foreign currencies, changes in the value of thosecountries’ currencies relative to the U.S. dollar may affect the valueof those investments. These changes may occur in response toevents unrelated to the value of the security in the issuer’s homecountry. BlackRock may use certain techniques, such as forwardcontracts or futures contracts, to manage these risks. AlthoughBlackRock does not generally seek to eliminate all foreign currencyrisk, it may at times use foreign currencies, forward currencycontracts and currency-related derivative instruments, includingcross-hedging techniques, to hedge some or all of the Portfolio’sforeign currency exposure. However, BlackRock cannot assure thatthese techniques will be effective.

Other Risks


Payment-in-Kind (PIK) Securities. The Portfolio may invest inpayment-in-kind securities, such as bonds paying current interestpayments in additional bonds instead of cash. Because PIKs do notpay current interest in cash, their values may fluctuate more widelyin response to interest rate changes than do the values of ordinarybonds.

Structured Securities. The Portfolio may invest in structuredsecurities, which are securities issued by an entity holdingunderlying instruments producing cash flows. The cash flows of theunderlying instruments may be apportioned among classes ofstructured securities to create securities with different investmentcharacteristics. Other types of structured securities may be linkedby a formula to the price of an underlying instrument. These typesof structured securities are generally more volatile than directinvestments in their underlying instruments.



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Zero (or Step) Coupons. The Portfolio may invest in zero couponsecurities. A zero coupon security is a debt security that ispurchased and traded at a discount to its face value because it paysno interest for some or all of its life. Interest, however, is reported asincome to the Portfolio and the Portfolio is required to distribute toshareholders an amount equal to the amount reported. Thosedistributions may force the Portfolio to liquidate portfolio securitiesat a disadvantageous time. These securities involve special creditand duration risks, as their value could decline substantially by thetime interest is actually paid, which may be at any time from a fewdays to a number of years.

Warrants. The Portfolio may invest in warrants and other equitysecurities attached to high yield bonds and other fixed-incomesecurities. Warrants are rights to purchase common stocks atspecific prices valid for a specific period of time. A warrant’s pricewill normally fluctuate in the same direction as the prices of itsunderlying securities, but may have substantially more volatility.Warrant holders receive no dividends and have no voting rights withrespect to the underlying security.


Convertible Securities. The Portfolio may invest in convertiblesecurities, which are fixed-income securities or preferred stocks thatmay later convert to underlying common stocks or other equitysecurities. Prior to conversion, convertible securities have the samegeneral characteristics as other fixed-income securities, and theprice of a convertible security will normally fluctuate in response tointerest rates and other factors bearing on the price of fixed-incomesecurities when the price of the underlying equity security is lessthan the conversion price (“out of the money”). When the price of theunderlying equity security is greater than the conversion price (“inthe money”), the value of the convertible security will normally tendto fluctuate to a greater extent in conjunction with the price of theunderlying equity security.

New Securities. The Portfolio may invest in newly developed typesof securities and related instruments that have characteristicssimilar to other fixed-income investments, are being traded throughthe institutional trading desks of broker-dealers and assetmanagers, and have attributes and risk profiles consistent with thePortfolio’s objective and strategies.

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The portfolio managers who are jointly and primarily responsible forthe day-to-day management of the Portfolio are Keith Anderson andScott Amero. Messrs. Anderson and Amero lead BlackRock’s FixedIncome Team. The Fixed Income Team consists of 50 portfoliomanagers including eight lead sector specialists in the major fixed-income sectors, as well as 28 credit research analysts and over 250quantitative research analysts. The Fixed Income Team uses anapproach that leverages the individual expertise of the teammembers. As part of the portfolio management process, the FixedIncome Team utilizes BlackRock’s risk management analytics toregularly evaluate the composition of the Portfolio.

Mr. Anderson, a Managing Director, has been a Managing Directorof BlackRock Financial Management, Inc., an affiliate of BlackRock,since 1988. Mr. Amero, a Managing Director, has been a ManagingDirector of BlackRock Financial Management, Inc. since 1990.


The Portfolio pays MetLife Advisers an investment advisory fee atthe annual rate of 0.40% for the first $1 billion of the Portfolio’saverage daily net assets, 0.35% for the next $1 billion, 0.30% for thenext $1 billion and 0.25% for amounts over $3 billion. For the periodMay 1, 2005 through April 30, 2006, MetLife Advisers hascontractually agreed to reduce this investment advisory fee to theannual rate of 0.325% for amounts over $1 billion but less than $2billion. For the year ended December 31, 2004, the Portfolio paidMetLife Advisers an investment advisory fee of 0.40% of thePortfolio’s average daily net assets.

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Lehman Brothers Aggregate Bond Index Portfolio


The investment objective of the Portfolio is to equal the performanceof the Lehman Brothers Aggregate Bond Index. Although thePortfolio tries to mirror the performance of the Lehman BrothersAggregate Bond Index, its performance will not exactly match theindex because the Portfolio incurs operating expenses. The LehmanBrothers Aggregate Bond Index is an unmanaged group of fixed-income securities, and therefore does not have these expenses.


The Lehman Brothers Aggregate Bond Index (the “Index”) iscomprised of the Lehman Brothers Government/Credit Index, theLehman Brothers Mortgage-Backed Securities Index, the LehmanBrothers Asset-Backed Securities Index and the Lehman BrothersCommercial Mortgage-Backed Securities Index. The Portfolio maycontinue to hold debt securities that no longer are included in theIndex, if, together with any money market instruments or cash,such holdings are no more than 20% of the Portfolio’s net assets.The types of fixed-income securities included in the Index are debtobligations issued or guaranteed by the U.S. Government or itsagencies or instrumentalities (“U.S. Government Securities”),debt obligations issued or guaranteed by U.S. corporations, debtobligations issued or guaranteed by foreign companies, sovereigngovernments, municipalities, governmental agencies orinternational agencies, asset-backed securities and mortgage-backed securities. Metropolitan Life Insurance Company(“Metropolitan Life”), subadviser to the Portfolio, will invest in asampling of the bonds included in the Index. The bonds purchasedfor the Portfolio are chosen by Metropolitan Life to, as a group,reflect the composite performance of the Index.

Metropolitan Life, under normal circumstances, invests at least 80%of the Portfolio’s net assets in debt securities included in the Index.You will receive 60 days’ prior notice if this 80% minimum is goingto change.


In addition to securities of the type contained in the Index, thePortfolio also expects to invest in exchange traded funds and futurescontracts based on the Lehman Brothers Aggregate Bond Index and/or related options to simulate full investment in the Index whileretaining liquidity, to facilitate trading, to reduce transaction costsor to seek higher return when these derivatives are priced moreattractively than the underlying security. Also, since the Portfolioattempts to keep transaction costs low, the portfolio managergenerally will rebalance the Portfolio if it deviates from the Index bya certain percentage, depending on the company, industry, andcountry, as applicable. Metropolitan Life monitors the trackingperformance of the Portfolio, before Portfolio operating expenses are



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deducted, through examination of the “correlation coefficient.” Aperfect correlation would produce a coefficient of 1.00. MetropolitanLife will attempt to maintain a target correlation coefficient of atleast .95 for the Portfolio. The portfolio manager also may rebalancethe Portfolio due to cash flows into and out of the Portfolio.



‰ A general decline in fixed-income security markets.

‰ Poor performance of fixed-income securities held by thePortfolio, which may be due to interest rate, credit or marketrisk. Credit risk is higher for fixed-income securities that arenot backed by the full faith and credit of the U.S.Government.


227




During the period shown above, the highest quarterly return was 4.76% for the third quarter of2002, and the lowest quarterly return was -2.46% for the second quarter of 2002. Pastperformance of a Portfolio does not necessarily indicate how that Portfolio will perform in thefuture.


One YearPast


Class A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.10% 7.31% 5.89%Class B* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.84% 7.09% 5.66%Class E* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.94% 7.19% 5.76%Lehman Brothers Aggregate Bond Index . . . . . . . . . . . . . 4.34% 7.71% 6.42%


Fees and Expenses





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Total Annual Portfolio Operating Expenses . . . . . . . . . . . . . . . . . . . 0.32% 0.57% 0.47%Fee Waiver(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.01%) (0.01%) (0.01%)

Net Operating Expenses(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.31% 0.56% 0.46%


Example




Class A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $32 $102 $179 $405Class B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $57 $182 $317 $713Class E . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $47 $150 $262 $590

229





Zero (or Step) Coupons. The Portfolio may invest in zero couponsecurities. A zero coupon security is a debt security that ispurchased and traded at a discount to its face value because it paysno interest for some or all of its life. Interest, however, is reported asincome to the Portfolio and the Portfolio is required to distribute toshareholders an amount equal to the amount reported. Thosedistributions may force the Portfolio to liquidate portfolio securitiesat a disadvantageous time. These securities involve special creditand duration risks, as their value could decline substantially by thetime interest is actually paid, which may be at any time from a fewdays to a number of years.


Foreign Securities



Regional and National Risk. News and events unique to particularregions and foreign countries may affect non-U.S. markets andissuers. These same events may not affect the U.S. economy orsimilar issuers located in the United States in the same manner. As





230


a result, movements in the prices of foreign securities may notcorrelate with the prices of U.S. securities.

Currency Risk. As many investments in foreign countries aredenominated in foreign currencies, changes in the value of thosecountries’ currencies relative to the U.S. dollar may affect the valueof those investments. These changes may occur in response toevents unrelated to the value of the security in the issuer’s homecountry.


Futures Contracts




Metropolitan Life is a wholly-owned subsidiary of MetLife, Inc., apublicly-owned Delaware corporation. In addition, Metropolitan Lifeis the Fund’s principal underwriter and distributor. MetropolitanLife also manages its own investment assets and those of certainaffiliated companies and other entities. Metropolitan Life is a lifeinsurance company which sells insurance policies and annuitycontracts. As of December 31, 2004, Metropolitan Life managedapproximately $6.9 billion in assets for the Fund. Metropolitan Lifeis located at 200 Park Avenue, New York, New York 10166.




231


Stacey Lituchy is the senior portfolio manager of the Portfolio. TresaLau is the assistant portfolio manager of the Portfolio.


Ms. Lau is responsible for portfolio management, performanceattribution, portfolio analysis and daily operations and is anAssociate in the Investments Department of Metropolitan Life. Priorto joining Metropolitan Life’s index fund group in 2002, she was acash manager in the Treasurer’s Department of MetLife, Inc.

The SAI provides additional information about portfolio managers’compensation, other accounts managed by the portfolio managers,and the portfolio managers’ ownership of securities in the Fund.


232

Salomon Brothers Strategic BondOpportunities Portfolio


The investment objective of the Portfolio is to maximize total returnconsistent with preservation of capital.


Salomon Brothers Asset Management Inc (“SBAM”), subadviser tothe Portfolio, invests, under normal circumstances, at least 80% ofthe Portfolio’s assets in three classes of bonds and other fixed-income securities: (1) U.S. investment grade securities, includingobligations of the U.S. Government or its agencies, authorities orinstrumentalities (“U.S. Government Securities”), (2) U.S. andforeign high yield debt, and (3) foreign government securities. Youwill receive 60 days’ prior notice if this 80% minimum is going tochange.


SBAM determines how to invest the Portfolio’s assets in severalsteps:

SBAM has an investment committee consisting of senior portfoliomanagers that analyzes current interest rate trends and theirimpact on potential economic scenarios. This committee meets everymonth to revise its estimate of interest rate and general markettrends. Based on this analysis, the Portfolio’s managers allocateassets among the various classes of securities in which the Portfolioinvests. Once this allocation is set, SBAM focuses on specificinvestment opportunities within those areas.

SBAM considers many factors when selecting individual fixed-income securities, including the interest rate of the security, theinterval at which the interest rate adjusts, the date of maturity ofthe security and the creditworthiness of the issuer. SBAM alsoconsiders the Portfolio’s likely need for liquidity, which can beinfluenced by redemptions (and opportunities for purchases of othersecurities), and the duration of the Portfolio, which will generallybe approximately 3 to 7 years.




‰ Poor performance of the classes of fixed-income securitiesheld by the Portfolio.

Investment grade: Moody’sand Standard & Poor’s arerating agencies that assign a“credit rating” to fixed-incomesecurities and issuers basedon the agency’s evaluation ofthe risk that the issuer willdefault on its obligations.Securities or issuers that earnone of the top four ratingsfrom Moody’s or Standard &Poor’s (or any other nationallyrecognized rating agency) areconsidered “investmentgrade.” In this Prospectus,unrated securities that, in thesubadviser’s judgment, are ofsimilar quality to othersecurities rated investmentgrade are also referred to as‘‘investment grade.”



233

Salomon Brothers Strategic Bond Opportunities Portfolio

‰ Poor performance of individual fixed-income securities heldby the Portfolio, which may be due to interest rate risk orcredit risk. Credit risk is higher for fixed-income securitiesthat are not backed by the full faith and credit of the U.S.Government.


Duration is an estimate ofhow much a bond fund’s shareprice will fluctuate in responseto a change in interest rates.To see how the price couldshift, multiply the Portfolio’sduration by the change inrates. If interest rates rise byone percentage point, theshare price of a fund with anaverage duration of five yearswould decline by about 5%. Ifrates decrease by apercentage point, the fund’sshare price would rise byabout 5%.

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One YearPast

Five YearsPast

Ten Years

Class A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.61% 8.55% 9.00%Class B* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.29% 8.30% 8.74%Class E* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.48% 8.40% 8.84%Lehman Brothers Aggregate Bond Index . . . . . . . . . . . . . . . . . . . . . 4.34% 7.71% 7.72%


235


Fees and Expenses









Example





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Foreign Securities




Currency Risk. As many investments in foreign countries aredenominated in foreign currencies, changes in the value of thosecountries’ currencies relative to the U.S. dollar may affect the valueof those investments. These changes may occur in response toevents unrelated to the value of the security in the issuer’s home





237


country. SBAM may use certain techniques, such as forwardcontracts or futures contracts, to manage these risks. However,SBAM cannot assure that these techniques will be effective.



The Portfolio may attempt to avoid the risk of an unfavorable shiftin currency or interest rates by entering into forward contracts orbuying or selling futures contracts or options on futures contracts.In so doing, the Portfolio will also give up the opportunity for gainfrom a favorable shift in currency or interest rates. The Portfoliomay also purchase futures contracts (or options on futurescontracts) to maintain exposure to the broad fixed-income markets.


High Yield Debt

High yield debt has a higher credit risk and market risk thaninvestment grade fixed-income securities. Issuers could have highcredit risk for many reasons, including problems with productdevelopment, distribution or competition in their markets or a highdegree of leverage. High yield debt has higher market risk for avariety of reasons, including greater sensitivity to interest ratechanges and economic downturns, and the difficulty some issuersmay have when trying to obtain additional financing. Also, high yielddebt may be difficult to value, and if other investors believe that acertain issuer’s securities are overvalued, the holder may be unableto sell those securities for what it believes is an adequate price.

High Yield, High Risk Foreign Securities

SBAM may invest up to 100% of the Portfolio’s total assets in highyield, high risk foreign securities. High yield, high risk foreign





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securities are typically issued by issuers in emerging marketcountries, and will therefore be subject to emerging market risks inaddition to risks of foreign securities described above. Other risksmay include high interest rates and under collateralization.

Rule 144A and other Private Placement Securities. The Portfoliomay purchase Rule 144A and other private placement securities.Since trading in these securities is limited primarily to institutionalinvestors, such securities may be illiquid, that is, difficult to sell at adesired time and price, due to a limited market. The Portfolio maynot, however, purchase any security if, as a result, more than 15% ofthe Portfolio’s net assets would be invested in securities consideredto be illiquid by the subadviser.


As of December 31, 2004, SBAM managed approximately$79.9 billion in assets. SBAM is located at 399 Park Avenue,New York, New York 10022.

SBAM may delegate to its affiliate, Citigroup Asset ManagementLimited (“CAM Limited”), any of its responsibilities with respect totransactions of the Portfolio in foreign currencies and debt securitiesdenominated in foreign currencies. CAM Limited is located atCitigroup Centre, Canada Square, London E145LB, England.

Peter Wilby is primarily responsible for the day-to-day managementof the high yield and foreign sovereign securities portion of thePortfolio. Mr. Wilby joined SBAM in 1989 and is a ManagingDirector of SBAM.

Roger Lavan is primarily responsible for the day-to-daymanagement of the investment grade portion of the Portfolio. Mr.Lavan joined SBAM as Director and Portfolio Manager in 1990.

David Scott is primarily responsible for the day-to-day managementof currency transactions and certain non-dollar denominated debtsecurities investments of the Portfolio. Mr. Scott joined SBAM in1994 and is a Managing Director of SBAM.



239



The investment objective of the Portfolio is to maximize total returnconsistent with preservation of capital and maintenance of liquidity.


Salomon Brothers Asset Management Inc (“SBAM”), subadviser tothe Portfolio, generally invests at least 80% of the assets of thePortfolio in fixed-income securities issued by the U.S. Governmentor its agencies, authorities or instrumentalities (“U.S. GovernmentSecurities”), including repurchase agreements collateralized by U.S.Government Securities, and collateralized mortgage obligations(“CMOs”) that relate to U.S. Government Securities. You willreceive 60 days’ prior notice if this 80% minimum is going to change.The Portfolio may also invest up to 20% of its total assets ininvestment grade fixed-income securities that are not U.S.Government Securities.


SBAM determines how to invest assets of the Portfolio in severalsteps.

SBAM has an investment committee consisting of senior portfoliomanagers that analyzes current interest rate trends and theirimpact on potential economic scenarios. This committee meets everymonth to revise its estimate of interest rate and general economictrends. Based on this analysis, the portfolio manager of the Portfolioallocates assets among various classes of securities, including U.S.Treasury securities and securities of agencies or instrumentalities ofthe U.S. Government, mortgage-backed assets and investmentgrade fixed-income securities. The mortgage-backed assets in whichthe Portfolio invests include GNMA and FNMA mortgage-backedsecurities as well as privately issued mortgage-backed securities,including CMOs.

SBAM considers many factors when selecting individual fixed-income securities, including the interest rate of the security, theinterval at which that interest rate adjusts, the date of maturity ofthe security and the creditworthiness of the issuer. SBAM alsoconsiders the Portfolio’s likely need for liquidity, which can beinfluenced by redemptions and opportunities for purchases of othersecurities, and the duration of the Portfolio, which SBAM willnormally maintain between 2 and 5 years.



Duration is an estimate ofhow much a bond fund’s shareprice will fluctuate in responseto a change in interest rates.To see how the price couldshift, multiply the Portfolio’sduration by the change inrates. If interest rates rise byone percentage point, theshare price of a fund with anaverage duration of five yearswould decline by about 5%. Ifrates decrease by apercentage point, the fund’sshare price would rise byabout 5%.

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‰ A general decline in fixed-income security markets.

‰ Poor performance of the types of fixed-income securities inwhich the Portfolio invests relative to other fixed-incomesecurities.

‰ Poor performance of individual fixed-income securities heldby the Portfolio, which may be due to interest rate risk orcredit risk. Credit risk is higher for fixed-income securitiesthat are not backed by the full faith and credit of the U.S.Government.

241



The bar chart below shows the annual total return for the Class A shares of the Portfolio for thelast ten full calendar years. The table following the bar chart compares the average annual totalreturns of the Portfolio to the returns of a relevant broad-based securities market index. Thisinformation helps illustrate the volatility of the returns of the Portfolio. These returns do notreflect additional fees charged by Separate Accounts, variable insurance contracts or QualifiedPlans that an investor in the Portfolio may pay. If these additional fees were reflected,performance would have been lower. Performance results for certain periods shown below includethe effects of expense reduction arrangements. If these arrangements had not been in place,performance results would have been lower.

During the period shown above, the highest quarterly return was 5.52% for the second quarter of1995, and the lowest quarterly return was -1.45% for the first quarter of 1996. Past performanceof a Portfolio does not necessarily indicate how that Portfolio will perform in the future.


One YearPast

Five YearsPast

Ten Years

Class A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.01% 5.91% 6.35%Class B* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.70% 5.66% 6.11%Class E* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.81% 5.76% 6.21%Lehman Brothers Intermediate Government Bond Index . . . . . . . 2.33% 6.57% 6.75%


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Fees and Expenses









Example


Although your actual costs may be higher or lower, based on these assumptions your costs would be:



243





Collateralized Mortgage Obligations (CMOs). One type of securityin which the Portfolio can invest is a CMO. CMOs are fixed-incomesecurities that are collateralized by a portfolio of mortgages ormortgage securities. The underlying mortgages or mortgagesecurities of the CMOs purchased by the Portfolio are issued orguaranteed by the U.S. Government or one of its agencies orinstrumentalities, but the CMOs themselves may not be so issued orguaranteed. Therefore, CMOs are often riskier than other U.S.Government Securities.



The Portfolio may attempt to avoid the risk of an unfavorable shiftin interest rates by entering into forward contracts or buying orselling futures contracts or options on futures contracts. In sodoing, the Portfolio will also give up the opportunity for gain from afavorable shift in currency or interest rates. The Portfolio may alsopurchase futures contracts (or options on futures contracts) tomaintain exposure to the broad fixed-income markets.





Some securities pay a higherinterest rate than the currentmarket rate. An investor mayhave to pay more than thesecurity’s principal tocompensate the seller for thevalue of the higher interestrate. This additional paymentis called a premium.



A derivative is a security, thevalue of which is based on(derived from) the movementof an underlying instrument.This instrument could be theprice of another security orother asset or an interest rate,among other things.

244


Rule 144A and other Private Placement Securities. The Portfoliomay purchase Rule 144A and other private placement securities.Since trading in these securities is limited primarily to institutionalinvestors, such securities may be illiquid, that is, difficult to sell at adesired time and price, due to a limited market. The Portfolio maynot, however, purchase any security if, as a result, more than 15% ofthe Portfolio’s net assets would be invested in securities consideredto be illiquid by the subadviser.


As of December 31, 2004, SBAM managed approximately $79.9billion in assets. SBAM is located at 399 Park Avenue, New York,New York 10022.

Roger Lavan has been primarily responsible for the day-to-daymanagement of the Portfolio since its inception. Mr. Lavan joinedSBAM as Director and Portfolio Manager in 1990.


The Portfolio pays MetLife Advisers an investment advisory fee at theannual rate of 0.55% of the Portfolio’s average daily net assets. For theyear ended December 31, 2004, the Portfolio paid MetLife Advisers aninvestment advisory fee at the same rate.

245



The investment objective of the Portfolio is a high level of currentincome consistent with preservation of capital.


BlackRock Advisors, Inc. (“BlackRock”), subadviser to the Portfolio,invests the Portfolio’s assets in a managed portfolio of moneymarket instruments. The Portfolio may invest in the highestquality, short-term money market instruments or in U.S.Government Securities. The Portfolio may invest in commercialpaper and asset-backed securities, including those issued inRule 144A and other private placement transactions. The Portfolioalso may invest in U.S. dollar-denominated securities issued byforeign companies or banks or their U.S. affiliates. The Portfoliomay invest all of its assets in any one type of security.


The Portfolio invests in short-term U.S. Government securities andcorporate and asset-backed securities rated in the highest ratingcategory by any two of Standard & Poor’s, Moody’s, or any othernationally recognized rating services (or by one rating service if onlyone such rating service has rated the security). U.S. GovernmentSecurities include securities issued or guaranteed as to principal orinterest by the U.S. Government, its agencies or instrumentalities.The Portfolio may also invest in unrated securities, if they aredetermined by BlackRock to be of comparable quality. Suchsecurities include short-term corporate debt securities such ascommercial paper, asset-backed securities, bank certificates ofdeposit, banker’s acceptances and master demand notes.

The dollar-weighted average portfolio maturity of the Portfolio maynot exceed 90 days.


An investment in the Portfolio is not insured or guaranteed by theFederal Deposit Insurance Corporation or any other governmentagency. Although the Portfolio seeks to preserve the value of yourinvestment at $100.00 per share, it is possible to lose money byinvesting in the Portfolio.

Factors that could harm the investment performance of the Portfolioinclude:


A money market fund is atype of mutual fund thatinvests only in certain types ofhigh quality securities withshort maturities. Thesesecurities are sometimesreferred to as money marketinstruments.Commercial paper is a kindof money market instrumentissued to raise money forshort-term purposes.Commercial paper may beissued by corporations toraise cash for their short-term,day-to-day, operationalneeds. Asset-backedcommercial paper may beissued by intermediate trustsor similar entities that formpools of credit-cardreceivables or other assetsused to back the commercialpaper. Corporate or asset-backed commercial paperand other asset-backedsecurities are traded primarilyamong institutions.



246


‰ Poor performance of individual money market instrumentsheld by the Portfolio, which may be due to interest rate riskor credit risk. Credit risk is higher for money marketinstruments that are not backed by the full faith and credit ofthe U.S. Government.

‰ The risks associated with investments in foreign securities,which may be subject to less regulation and additionalregional and national risk.

247



The bar chart below shows the annual total returns for the Class A shares of the Portfolio for thelast ten full calendar years. The table following the bar chart compares the average annual totalreturns of the Portfolio to the returns of the 91-Day Treasury Bill Rate. This information helpsillustrate the volatility of the Portfolio’s returns. These returns do not reflect additional feescharged by Separate Accounts, variable insurance contracts or Qualified Plans that an investor inthe Portfolio may pay. If these additional fees were reflected, performance would have been lower.On July 1, 2001, State Street Research & Management Company (“State Street Research”)succeeded Back Bay Advisors, L.P. (“Back Bay Advisors”) as subadviser to the Portfolio. OnJanuary 31, 2005, BlackRock succeeded State Street Research as subadviser to the Portfolio. Theperformance information set forth below reflects the management of both Back Bay Advisors andState Street Research, but not of BlackRock.

During the period shown above, the highest quarterly return was 1.61% for the third quarter of2000, and the lowest quarterly return was 0.18% for the second quarter of 2004. Past performanceof a Portfolio does not necessarily indicate how that Portfolio will perform in the future.


One YearPast

Five YearsPast

Ten Years

Class A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.99% 2.65% 3.94%Class B* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.73% 2.41% 3.70%Class E* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.83% 2.51% 3.80%91-Day Treasury Bill Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.64% 2.69% 3.85%


248


Fees and Expenses

This table describes the fees and expenses that you will pay if you invest in the Portfolio.This table does not reflect the variable insurance product fees or any additional expenses thatparticipants in a Qualified Plan may bear relating to the operations of their plan; if it did, fees andexpenses would be higher than shown.


Maximum Sales Charge Imposed onPurchases (as a percentage of offering price) . . . . . . . . . . . . . . . . . . . N/A N/A N/A

Maximum Deferred Sales Charge (as a percentage of purchase priceor redemption price, whichever is lower) . . . . . . . . . . . . . . . . . . . . . . N/A N/A N/A


Management Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.35% 0.35% 0.35%Distribution and Service (12b-1) Fees . . . . . . . . . . . . . . . . . . . . . . . . . . 0.00% 0.25% 0.15%Other Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.07% 0.07% 0.07%

Total Annual Portfolio Operating Expenses . . . . . . . . . . . . . . . . . . . . . 0.42% 0.67% 0.57%Fee Waiver(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.01%) (0.01%) (0.01%)

Net Operating Expenses(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.41% 0.66% 0.56%

(1) Represents a contractual Management Fee waiver in effect for the period May 1, 2005through April 30, 2006. See the Portfolio’s “Portfolio Management” section in this Prospectusfor further information about the Management Fee waiver.

Example





249




Because of the short maturity and high credit quality of moneymarket instruments, the risks associated with these instruments isgenerally lower than the risks associated with other fixed-incomesecurities.



Foreign Securities









250




The Portfolio pays MetLife Advisers an investment advisory fee atthe annual rate of 0.35% for the first $1 billion of the Portfolio’saverage daily net assets, 0.30% for the next $1 billion, and 0.25% foramounts over $2 billion. For the period May 1, 2005 through April30, 2006, MetLife Advisers has contractually agreed to reduce thisinvestment advisory fee to the annual rate of 0.345% for the first$500 million of the Portfolio’s average daily net assets and 0.335%for the next $500 million. For the year ended December 31, 2004,the Portfolio paid MetLife Advisers an investment advisory fee of0.35% of the Portfolio’s average daily net assets.

251

Section III—Other Information about the Fund

Investment Advisory Services

MetLife Advisers serves as the investment adviser of the Fund. MetLife Advisers is located at 501Boylston Street, Boston, Massachusetts 02116. Each Portfolio pays MetLife Advisers aninvestment advisory fee. For each Portfolio other than the Asset Allocation Portfolios, MetLifeAdvisers has contracted with subadvisers to make the day-to-day investment decisions for eachPortfolio and MetLife Advisers pays each subadviser’s fees. MetLife Advisers is responsible foroverseeing the subadvisers and for hiring and replacing subadvisers, subject to approval by theBoard of Directors of the Fund. MetLife Advisers also provides a full range of administrative andaccounting services to the Fund. A wholly-owned subsidiary of Metropolitan Life owns all of thevoting securities of MetLife Advisers.

Adviser/Subadviser Relationship

MetLife Advisers has received an exemptive order from the Securities and Exchange Commissionthat permits MetLife Advisers to enter into new subadvisory agreements with either a current ora new subadviser that is not an affiliate of the Fund or MetLife Advisers, without obtainingshareholder approval. The Fund’s Board of Directors must approve any new subadvisoryagreements under this order, and the Fund must comply with certain other conditions.

The exemptive order also permits MetLife Advisers to continue to employ an existing subadviser,or to amend an existing subadvisory agreement, without shareholder approval after events thatwould otherwise require a shareholder vote. Any new or amended subadvisory agreement must beapproved by the Board of Directors. The Fund will notify shareholders of any subadviser changesas required by the order.

Some of the Portfolios have names and investment objectives that are very similar to certainpublicly available mutual funds that are managed by the same subadvisers. These Portfolios arenot those publicly available mutual funds and will not have the same performance. Differentperformance will result from such factors as different implementation of investment policies,different cash flows into and out of the Portfolios, different fees and different sizes.

Regulatory Matters and Litigation

Many of the Fund’s service providers have been the subject of regulatory inquiries andinvestigations relating to a variety of practices affecting the mutual fund industry, includingmarket timing and late trading. A number of these service providers, including MassachusettsFinancial Services Company and Franklin Advisers, Inc., have been the subject of regulatory andenforcement proceedings relating to these practices, and certain service providers have agreed topay substantial financial penalties and remedies. In addition to these regulatory proceedings,certain of the Fund’s service providers are also the subject of lawsuits relating to these practices.It is possible that these service providers will be subject to further regulatory proceedings andnamed as defendants in additional lawsuits. In the future, regulatory actions and lawsuits may beinitiated against other service providers of the Fund relating to market-timing and/or late-tradingpractices. These regulatory proceedings and lawsuits against the Fund’s subadvisers do notinvolve the Fund or trading in Fund shares. For additional information about these matters,please see the discussion under “Advisory Arrangements” in the SAI.

252

Purchase and Redemption of Shares

Shares are sold and redeemed at a price equal to their net asset value without any sales charge.The Fund reserves the right to reject or limit all or part of any purchase or exchange order for anyreason.

The Fund has adopted distribution and services plans under Rule 12b-1 of the InvestmentCompany Act of 1940 for the Fund’s Class B shares and Class E shares. Under the distributionand services plans, the Class B shares and Class E shares of the Fund each pay fees tocompensate certain other parties for providing personal customer and account maintenanceservices related to the beneficial owners of the Class B and Class E shares of a Portfolio. Theseother parties may include the Insurance Companies (and their affiliates) and other broker-dealersand financial intermediaries. The fees under the distribution and services plans may also be usedto reimburse the Fund’s distributor for sales commissions and other distribution costs allocable tothe Portfolios. The fee under the distribution and services plans for each applicable class of aPortfolio’s shares is calculated as a percentage of that Portfolio’s average daily net assets that areattributable to that class. Currently, the fee is 0.25% per year for the Class B shares and 0.15%per year for the Class E shares. These fees will increase the cost of investing over time.

Market Timing

The Fund’s Board of Directors has adopted certain procedures, described below, to discouragecertain types of trading in Portfolio shares that may be harmful to long-term investors,specifically (i) trading that is designed to exploit pricing inefficiencies and thereby dilute thereturns of long-term investors; or (ii) frequent trading by an investor that generates sufficientlyvolatile cash flows to be disruptive to a portfolio manager’s ability to manage a Portfolio’s assets((i) or (ii), “market timing”). The Fund is not intended for investment by market timers. The Funddoes not knowingly accommodate market timing in any Portfolio and, to the Fund’s knowledge,there are no arrangements currently in place that are designed to permit any contractowner toengage in market timing. As discussed above, the Fund reserves the right to reject or limit all orpart of any purchase or exchange order for any reason.

The Fund requires that the Insurance Company separate accounts that invest in the Portfolioshave in place policies and procedures reasonably designed to detect and deter market timing inthe separate accounts by contractowners. In addition, MetLife Advisers monitors cashflows ofcertain Portfolios identified as presenting pricing inefficiencies that could potentially be exploitedby market timers, and, with respect to each Portfolio, conducts certain tests to help detect cashoutflows or cashflow volatility that may be disruptive to a portfolio manager’s ability to managethe Portfolio. If, based on such monitoring, MetLife Advisers believes (i) that a Portfolio’scashflows may reflect a pattern of market timing or (ii) that a Portfolio’s cashflows may reflectfrequent trading that is disruptive to the management of the Portfolio and it is appropriate giventhe context of the cashflow volatility (e.g., type of Portfolio, amount of assets), MetLife Adviserswill refer the matter to the appropriate Insurance Company or Insurance Companies.

If the Fund finds that any Insurance Company has in place inadequate policies and procedures,with respect to a particular separate account, to detect and deter market timing in Portfolioshares and there is evidence of market timing in that separate account, the Fund or any of itsPortfolios may be discontinued as an investment option of that separate account. In such an event,all contractowners of such separate account would no longer be able to make new investments inthe Fund or any of its Portfolios. The Fund reserves the right to modify this policy, including anyprocedures established from time to time to effectuate this policy, at any time without notice.

Limitations on the Fund’s Ability to Detect and Deter Market Timing

The Portfolios are available as investment options under a number of different variable insuranceproducts. Owners of these variable insurance products transfer value among sub-accounts of the

253

Insurance Company separate accounts by contacting the Insurance Companies. The resultingpurchases and redemptions of Portfolio shares are made through omnibus accounts of theInsurance Companies. The right of an owner of such a variable insurance product to transferamong sub-accounts is governed by a contract between the Insurance Company and such owner.Many of these contracts do not limit the number of transfers among the available underlyingfunds that a contractowner may make. The terms of these contracts, the presence of financialintermediaries (including the Insurance Companies) between the Fund and contractowners, theutilization of omnibus accounts by these intermediaries and other factors such as state insurancelaws may limit the Fund’s ability to detect and deter market timing. Multiple tiers of suchfinancial intermediaries may further compound the Fund’s difficulty in detecting and deterringsuch market timing activities.

Risks Associated With Market Timing Generally

While the Fund will try to detect and deter market timing by utilizing the procedures describedabove, these procedures may not be successful in identifying or deterring market timing. Byrealizing profits through short-term trading, contractowners that engage in market timingactivities may dilute the value of shares held by long-term investors. Cashflow volatility resultingfrom frequent trading of Portfolio shares, especially involving large dollar amounts, may disrupt aportfolio manager’s ability to manage the Portfolio’s assets. Frequent trading may be disruptive ifit makes it difficult for a Portfolio to implement its long-term investment strategies, for example,by causing the Portfolio to maintain a higher level of its assets in cash to accommodate suchfrequent trading. Frequent trading may also be disruptive if it forces a Portfolio to sell portfoliosecurities at inopportune times to raise cash to accommodate such trading activity. In addition,frequent trading may cause a Portfolio to incur increased expenses. For example, as a result ofsuch frequent trading, a Portfolio may be forced to liquidate investments and thereby incurincreased brokerage costs and realization of taxable capital gains without attaining anyinvestment advantage. All of these factors may adversely affect Portfolio performance.

Associated with an investment in a Portfolio that itself invests in securities that are, for example,thinly traded, traded infrequently or relatively less liquid is the risk that the current market pricefor the securities may not accurately reflect current market values. A market timer may seek toengage in strategies designed to take advantage of these pricing differences (“price arbitrage”) andthereby dilute the returns of long-term investors. Portfolios that may be adversely affected byprice arbitrage include those Portfolios that significantly invest in small cap equity securities andin certain fixed-income securities, such as high yield bonds.

A Portfolio that invests significantly in foreign securities may be particularly susceptible tostrategies designed to exploit pricing inefficiencies. This is because foreign securities are typicallytraded on markets that close well before the time a Portfolio calculates its net asset value(typically at 4:00 p.m. Eastern Time), which gives rise to the possibility that developments mayhave occurred in the interim that would affect the value of these securities. The time zonedifferences among international stock markets can allow a market timer engaging in certainstrategies to exploit differences in Portfolio share prices that are based on closing prices of foreignsecurities established some time before the Portfolio calculates its own share price (a type of pricearbitrage referred to as “time zone arbitrage”). As discussed more fully below, the Fund hasprocedures, referred to as fair value pricing, that allow the Fund to adjust closing market prices offoreign securities to reflect what is believed to be the fair value of those securities at the time aPortfolio calculates its net asset value. While there is no assurance, the Portfolios expect that theuse of fair value pricing will reduce a market timer’s ability to engage in time zone arbitrage tothe detriment of Portfolio shareholders.

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Share Valuation and Pricing

Net Asset Value

Each Portfolio determines the net asset value of its shares as of the close of regular trading oneach day that the NYSE is open. The price at which a purchase or redemption is effected is basedon the next calculation of net asset value after the order is placed by the Insurance Company, theQualified Plan, or the Asset Allocation Portfolios. Because certain Portfolios hold securities thatare traded on foreign exchanges (that trade on weekends or other days when such Portfolios donot price their shares), the value of such Portfolios’ securities may change on days when apurchase or redemption of shares cannot be made. The net asset value per share for each Portfolio(other than BlackRock Money Market Portfolio (“Money Market Portfolio”)) is calculated bydividing the Portfolio’s net assets by its number of outstanding shares.

Securities Valuation

The entire investment portfolio of the Money Market Portfolio and any fixed-income securitieswith remaining maturities of 60 days or less held by any other Portfolio are valued at amortizedcost. Other portfolio securities of each Portfolio normally are valued at market value. If no currentmarket value quotation is readily available or reliable for a portfolio security, fair value will bedetermined in accordance with procedures established by and under the general supervision of theFund’s Board of Directors. When the Fund uses fair value pricing, it may take into account anyfactors it deems appropriate. The value of securities used by the Fund to calculate its net assetvalue may differ from quoted or published prices for the same securities. Fair value pricinginvolves subjective judgments and the fair value determined for a security may be materiallydifferent than the value that could be realized upon the sale of that security.

The Fund expects to use fair value pricing for securities primarily traded on U.S. exchanges onlyunder very limited circumstances. For example, the Fund may use fair value pricing if theexchange on which a security is traded closes early or trading in the security is suspended. TheFund may use fair value pricing more frequently for securities primarily traded in non-U.S.markets because, among other things, most foreign markets close well before the Fund values itssecurities (typically at 4:00 p.m. Eastern Time). The earlier close of these foreign markets givesrise to the possibility that significant events, including broad market moves, may have occurredafter these foreign markets close but before the Fund values its securities. For example, foreignsecurity values may be affected by activity that occurs after the close of foreign securities markets.To account for this, the Fund may frequently value many of the Portfolios’ foreign equitysecurities using fair value prices based on third party vendor modeling tools.

Subject to the Board’s oversight, the Fund’s Board of Directors has delegated day-to-dayresponsibility for valuing Portfolio assets to MetLife Advisers or the subadvisers of the Portfolios,who value such assets as described above and operate under procedures approved by the Board.

The net asset value of each Asset Allocation Portfolio is calculated based on the net asset values ofthe Underlying Portfolios in which such Portfolio invests. The Underlying Portfolios that arePortfolios of the Fund will use fair value pricing in the circumstances and manner describedabove. For more information about the use of fair value pricing by the Underlying Portfolios thatare portfolios of the Met Investors Series Trust, please refer to the prospectus of such UnderlyingPortfolios.

255

Dividends and Capital Gain Distributions

Money Market Portfolio

The Money Market Portfolio declares its net investment income daily and pays these amountsmonthly as a dividend. The Money Market Portfolio does not expect to realize any long-termcapital gains, but if it does, these gains will be distributed once a year.

Other Portfolios

Currently, each Portfolio other than the Money Market Portfolio annually pays as dividendssubstantially all net investment income (including any short-term capital gains). These Portfoliosalso annually distribute all net realized capital gains, if any, after offsetting any capital losscarryovers. Each Portfolio, other than the Money Market Portfolio, may pay dividends from netinvestment income more or less often if the Fund’s Board of Directors deems it appropriate and ifsuch change would not cause such Portfolio to fail to qualify as a regulated investment companyunder the Internal Revenue Code.

Federal income tax law requires each Portfolio to distribute prior to calendar year-end virtuallyall of its ordinary income for such year. Also, each Portfolio must distribute virtually all of itscapital gain net income realized but not previously distributed in the one-year period endingOctober 31 (or December 31, if the Portfolio so elects) of such year. Dividends and distributions ofeach Portfolio are automatically reinvested in additional shares of that Portfolio.

Taxes

Each Portfolio is a separate entity for federal income tax purposes and intends to qualify as a“regulated investment company” under the provisions of Subchapter M of the Internal RevenueCode of 1986, as amended (the “Code”). So long as a Portfolio distributes all of its net investmentincome and net capital gains to its shareholders, the Portfolio itself does not pay any federalincome tax. Although each Portfolio intends to operate so that it will have no federal income taxliability on income and gains it distributes to the Separate Accounts or Qualified Plans, if anysuch liability is incurred, the investment performance of such Portfolio will be adversely affected.In addition, Portfolios investing in foreign securities and currencies may be subject to localwithholding and other taxes at the source, including on dividend or interest payments. Thesetaxes could reduce the investment performance of such Portfolios. In addition, a Portfolio’sinvestment in foreign securities or foreign currencies may increase or accelerate such Portfolio’srecognition of ordinary income and may affect the timing or amount of the Portfolio’sdistributions.

A Portfolio’s investments in certain debt obligations may cause the Portfolio to recognize taxableincome in excess of the cash generated by such obligations. Thus, the Portfolio could be requiredat times to liquidate other investments in order to satisfy its distribution requirements.

Generally, owners of variable annuity and variable life contracts, and Qualified Plans, are nottaxed currently on income or gains realized with respect to such contracts. However, somedistributions from such contracts or Qualified Plans may be taxable at ordinary income tax rates.In addition, distributions made to an owner who is younger than 59½ may be subject to a 10%penalty tax. Investors should ask their own tax advisers for more information on their own taxsituation, including possible foreign, state or local taxes.

In order for contract holders to receive the favorable tax treatment that is generally available toholders of variable annuity and variable life contracts, the separate accounts underlying suchcontracts, as well as the Portfolio in which such accounts invest, must meet certain diversification

256

requirements. Each Portfolio intends to comply with these requirements. If a Portfolio does notmeet such requirements, income allocable to the variable annuity and variable life contracts,including accumulated investment earnings, would be taxable currently to the holders of suchcontracts and income from prior periods with respect to such contracts also could be taxable. For adescription of the tax consequences for variable annuity and variable life contract owners, see theprospectus for those contracts.

Since the shareholders of the Portfolios will be separate accounts, no discussion is included hereas to the federal income tax consequences at the shareholder level, nor does the discussionaddress other tax considerations, such as possible foreign, state or local taxes.

For information concerning the federal income tax consequences to purchasers of the variable lifeinsurance policies and variable annuity contracts, please refer to the prospectus for the relevantvariable insurance contract. Please see the SAI for more information on taxes.

The discussion above is generally based on the assumption that the shares of each Portfolio will berespected as owned by insurance company separate accounts. If this is not the case (for example,because the Internal Revenue Service finds an impermissible level of “investor control” over theinvestment options underlying variable contracts), the advantageous tax treatment provided inrespect of insurance company separate accounts under the Code will no longer be available, andthe person or persons determined to own the Portfolio shares will be currently taxed on Portfoliodistributions, and on the proceeds of any redemption of Portfolio shares, under the Code rules.Please see the SAI for further discussion.

Index Information

Morgan Stanley sponsors the MSCI EAFE Index, Lehman Brothers sponsors the LehmanBrothers Aggregate Bond Index, Standard & Poor’s sponsors the Standard & Poor’s 500Composite Stock Price Index and the Standard & Poor’s MidCap 400 Composite Stock Index, andFrank Russell Company sponsors the Russell 2000 Index (together referred to as “indexsponsors”). The index sponsors have no responsibility for and do not participate in themanagement of Portfolio assets or sale of Portfolio shares. Each index and its associatedtrademarks and service marks are the exclusive property of the respective index sponsors. TheSAI contains a more detailed description of the limited relationship the index sponsors have withMetropolitan Life and the Fund. “Standard & Poor’s®”, “S&P®”, “S&P 500®”, “Standard & Poor’s500”, “S&P MidCap 400”, “Standard & Poor’s MidCap 400”, and “500” are trademarks of Standard& Poor’s and references thereto have been made with permission. The Portfolios are notsponsored, endorsed, sold or promoted by Standard & Poor’s and Standard & Poor’s makes norepresentation regarding the advisability of investing in the Portfolios. For more detailedinformation, see the discussion under “Index Sponsors” in the SAI.

257

Financial HighlightsThe financial highlights table is intended to help you understand the financial performance ofeach class (with shares outstanding as of December 31, 2004) of each Portfolio for the past 5 years(or the life of the Portfolio and class, for those Portfolios and classes that have not been inexistence for 5 years). Financial highlights for the Asset Allocation Portfolios are not yet availablebecause those Portfolios commenced operations on May 1, 2005. Certain information reflectsfinancial results for a single share of the respective class and Portfolio. The total returns in thetable represent the rate that an investor would have earned (or lost) on an investment in thePortfolio (assuming reinvestment of all dividends and distributions). The total return informationdoes not reflect expenses associated with the Separate Accounts, variable contracts or QualifiedPlans that an investor in the Fund may pay. Inclusion of these charges would reduce the totalreturn figures for all periods shown. This information has been audited by Deloitte & Touche LLP,whose report for 2004, along with the Fund’s financial statements, are included in the annualreport, which is available upon request.

258


Class AYear ended December 31,

2004 2003 2002 2001 2000

Net Asset Value, Beginning of Period . . . . . . . . . . . . . . . . $ 24.67 $ 19.12 $ 26.01 $ 36.34 $ 39.14

Income From Investment OperationsNet investment income . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.29 0.19 0.19 0.18 0.19Net realized and unrealized gain (loss) oninvestments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.37 5.54 (6.96) (6.00) (2.55)

Total from investment operations . . . . . . . . . . . . . 2.66 5.73 (6.77) (5.82) (2.36)

Less DistributionsDistributions from net investment income . . . . . . . . . . . . (0.18) (0.18) (0.12) (0.25) 0.00Distributions from net realized capital gains . . . . . . . . . . 0.00 0.00 0.00 (4.26) (0.44)

Total distributions . . . . . . . . . . . . . . . . . . . . . . . . . . (0.18) (0.18) (0.12) (4.51) (0.44)

Net Asset Value, End of Period . . . . . . . . . . . . . . . . . . . . . $ 27.15 $ 24.67 $ 19.12 $ 26.01 $ 36.34

Total Return (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.9 30.2 (26.1) (17.0) (6.2)Ratio of operating expenses to average net assetsbefore expense reductions (%) . . . . . . . . . . . . . . . . . . . . . 0.54 0.56 0.54 0.53 0.50

Ratio of operating expenses to average net assets afterexpense reductions (%) (d) . . . . . . . . . . . . . . . . . . . . . . . . 0.53 0.55 0.52 0.50 0.49

Ratio of net investment income to average netassets (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.09 0.83 0.79 0.58 0.48

Portfolio turnover rate (%) . . . . . . . . . . . . . . . . . . . . . . . . . 89 75 79 101 86Net assets, end of period (000) . . . . . . . . . . . . . . . . . . . . . . $1,877,980 $1,886,744 $1,564,635 $2,457,339 $3,278,964

Class B Class E

Year endedDecember 31,

May 1, 2001(a)through

December 31,2001



December 31,20012004 2003 2002 2004 2003 2002

Net Asset Value, Beginning ofPeriod . . . . . . . . . . . . . . . . . . . . . . . . $ 24.40 $ 18.93 $25.80 $29.14 $ 24.50 $ 19.01 $25.89 $29.23

Income From Investment OperationsNet investment income . . . . . . . . . . . 0.24 0.14 0.12 0.02 0.24 0.16 0.16 0.01Net realized and unrealized gain(loss) on investments . . . . . . . . . . . 2.33 5.48 (6.87) (3.36) 2.37 5.51 (6.92) (3.35)

Total from investmentoperations . . . . . . . . . . . . . . . 2.57 5.62 (6.75) (3.34) 2.61 5.67 (6.76) (3.34)

Less DistributionsDistributions from net investmentincome . . . . . . . . . . . . . . . . . . . . . . . (0.14) (0.15) (0.12) 0.00 (0.17) (0.18) (0.12) 0.00

Total distributions . . . . . . . . . (0.14) (0.15) (0.12) 0.00 (0.17) (0.18) (0.12) 0.00

Net Asset Value, End of Period . . . . $ 26.83 $ 24.40 $18.93 $25.80 $ 26.94 $ 24.50 $19.01 $25.89

Total Return (%) . . . . . . . . . . . . . . . . . 10.6 29.9 (26.3) (11.5)(b) 10.7 30.0 (26.2) (11.4)(b)Ratio of operating expenses toaverage net assets before expensereductions (%) . . . . . . . . . . . . . . . . . 0.79 0.81 0.79 0.78 (c) 0.69 0.71 0.69 0.68 (c)

Ratio of operating expenses toaverage net assets after expensereductions (%) (d) . . . . . . . . . . . . . . 0.78 0.80 0.77 0.75 (c) 0.68 0.70 0.67 0.65 (c)

Ratio of net investment income toaverage net assets (%) . . . . . . . . . . 0.98 0.59 0.61 0.45 (c) 0.98 0.71 0.79 0.43 (c)

Portfolio turnover rate (%) . . . . . . . . 89 75 79 101 89 75 79 101Net assets, end of period (000) . . . . . $26,815 $14,219 $6,486 $2,849 $50,917 $35,008 $7,575 $ 11

(a) Commencement of operations.(b) Periods less than one year are not computed on an annualized basis.(c) Computed on an annualized basis.(d) The Portfolio has entered into arrangements with certain brokers who paid a portion of the Portfolio’s expenses.

259


Class A



December 31,20022004 2003

Net Asset Value, Beginning of Period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 10.67 $ 7.95 $10.00

Income From Investment OperationsNet investment income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.15 0.11 0.06Net realized and unrealized gain (loss) on investments . . . . . . . . . . . . . . . . . . . . . . . . . 1.29 2.71 (2.06)

Total from investment operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.44 2.82 (2.00)

Less DistributionsDistributions from net investment income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.00 (0.10) (0.05)

Total distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.00 (0.10) (0.05)

Net Asset Value, End of Period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 12.11 $ 10.67 $ 7.95

Total Return (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13.4 35.7 (20.0)(b)Ratio of operating expenses to average net assets before expense reductions (%) . . . 0.93 0.94 0.85 (c)Ratio of operating expenses to average net assets after expensereductions (%) (d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.89 — —

Ratio of net investment income to average net assets (%) . . . . . . . . . . . . . . . . . . . . . . . . 1.31 1.28 1.18 (c)Portfolio turnover rate (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 51 84 (c)Net assets, end of period (000) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $37,259 $33,113 $4,642The ratios of operating expenses to average net assets without giving effect to thecontractual expense agreement would have been (%) . . . . . . . . . . . . . . . . . . . . . . . . . — 1.05 2.33 (c)

Class B Class E


July 30, 2002(a)through

December 31,2002



December 31,20022004 2003 2004 2003

Net Asset Value, Beginning of Period . . . . . . . . . . . . . $ 10.66 $ 7.95 $ 8.30 $ 10.66 $ 7.95 $10.00

Income From Investment OperationsNet investment income . . . . . . . . . . . . . . . . . . . . . . . . . 0.08 0.04 0.03 0.12 0.08 0.04Net realized and unrealized gain (loss) oninvestments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.33 2.76 (0.36) 1.30 2.72 (2.04)

Total from investment operations . . . . . . . . . . 1.41 2.80 (0.33) 1.42 2.80 (2.00)

Less DistributionsDistributions from net investment income . . . . . . . . 0.00 (0.09) (0.02) 0.00 (0.09) (0.05)

Total distributions . . . . . . . . . . . . . . . . . . . . . . . 0.00 (0.09) (0.02) 0.00 (0.09) (0.05)

Net Asset Value, End of Period . . . . . . . . . . . . . . . . . . $ 12.07 $10.66 $ 7.95 $ 12.08 $ 10.66 $ 7.95

Total Return (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13.2 35.4 (4.0)(b) 13.3 35.4 (20.0)(b)Ratio of operating expenses to average net assetsbefore expense reductions (%) . . . . . . . . . . . . . . . . . 1.18 1.19 1.10 (c) 1.08 1.09 1.00 (c)

Ratio of operating expenses to average net assetsafter expense reductions (%) (d) . . . . . . . . . . . . . . . . 1.14 — — 1.04 — —

Ratio of net investment income to average netassets (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.46 1.02 0.93 (c) 1.21 1.14 1.03 (c)

Portfolio turnover rate (%) . . . . . . . . . . . . . . . . . . . . . . 31 51 84 (c) 31 51 84 (c)Net assets, end of period (000) . . . . . . . . . . . . . . . . . . . $15,880 $ 61 $ 1 $59,449 $29,051 $4,911The ratios of operating expenses to average netassets without giving effect to the contractualexpense agreement would have been (%) . . . . . . . . — 1.30 2.58 (c) — 1.20 2.48 (c)

(a) Commencement of operations.(b) Periods less than one year are not computed on an annualized basis.(c) Computed on an annualized basis.(d) The Portfolio has entered into arranements with certain brokers who paid a portion of the Portfolio’s expenses.

260



2004 2003 2002 2001 2000

Net Asset Value, Beginning of Period . . . . . . . . . . . . . . . . . . . . . . . . $ 18.72 $ 13.86 $ 20.74 $ 25.06 $ 29.34

Income From Investment OperationsNet investment income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.08 0.00 0.01 0.00 0.03Net realized and unrealized gain (loss) on investments . . . . . . . . . 1.57 4.87 (6.89) (2.91) (3.99)

Total from investment operations . . . . . . . . . . . . . . . . . . . . . 1.65 4.87 (6.88) (2.91) (3.96)

Less DistributionsDistributions from net investment income . . . . . . . . . . . . . . . . . . . . 0.00 (0.01) 0.00 (0.07) (0.09)Distributions from net realized capital gains . . . . . . . . . . . . . . . . . 0.00 0.00 0.00 (1.34) 0.00Distributions in excess of net realized capital gains . . . . . . . . . . . . 0.00 0.00 0.00 0.00 (0.23)

Total distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.00 (0.01) 0.00 (1.41) (0.32)

Net Asset Value, End of Period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 20.37 $ 18.72 $ 13.86 $ 20.74 $ 25.06

Total Return (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.8 35.2 (33.2) (12.0) (13.7)Ratio of operating expenses to average net assets before expensereductions (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.80 0.82 0.79 0.84 0.79

Ratio of operating expenses to average net assets after expensereductions (%) (d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.76 0.80 — — —

Ratio of net investment income (loss) to average net assets (%) . . 0.39 0.00 0.05 0.00 0.23Portfolio turnover rate (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 190 167 243 88 88Net assets, end of period (000) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $510,771 $539,840 $449,676 $788,097 $968,357

Class B Class E



December 31,2002



December 31,20012004 2003 2004 2003 2002

Net Asset Value, Beginning ofPeriod . . . . . . . . . . . . . . . . . . . . . . . . . $ 18.46 $13.65 $14.64 $ 18.59 $ 13.78 $ 20.64 $23.50

Income From Investment OperationsNet investment income (loss) . . . . . . . 0.07 0.00 (0.01) 0.06 (0.02) (0.01) 0.00Net realized and unrealized gain(loss) on investments . . . . . . . . . . . . 1.51 4.81 (0.98) 1.54 4.83 (6.85) (2.86)

Total from investmentoperations . . . . . . . . . . . . . . . 1.58 4.81 (0.99) 1.60 4.81 (6.86) (2.86)

Net Asset Value, End of Period . . . . . $ 20.04 $18.46 $13.65 $ 20.19 $ 18.59 $ 13.78 $20.64

Total Return (%) . . . . . . . . . . . . . . . . . 8.6 35.2 (6.8)(b) 8.6 34.9 (33.2) (12.2)(b)Ratio of operating expenses toaverage net assets before expensereductions (%) . . . . . . . . . . . . . . . . . . 1.05 1.07 1.04 (c) 0.95 0.97 0.94 0.99 (c)

Ratio of operating expenses toaverage net assets after expensereductions (%) (d) . . . . . . . . . . . . . . . 1.01 1.05 — 0.91 0.95 — —

Ratio of net investment income (loss)to average net assets (%) . . . . . . . . . 0.59 (0.04) (0.24)(c) 0.29 (0.14) (0.06) 0.00 (c)

Portfolio turnover rate (%) . . . . . . . . . 190 167 243 (c) 190 167 243 88 (c)Net assets, end of period (000) . . . . . . $28,818 $ 89 $ 1 $47,251 $37,288 $15,218 $4,994


261



2004 2003 2002 2001 2000

Net Asset Value, Beginning of Period . . . . . . . . . . . . . . . . . . . . . . $ 25.27 $ 19.39 $ 23.39 $ 29.20 $ 26.67

Income From Investment OperationsNet investment income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.15 0.21 0.17 0.12 0.16Net realized and unrealized gain (loss) on investments . . . . . . . 2.96 5.75 (3.98) (3.07) 2.37

Total from investment operations . . . . . . . . . . . . . . . . . . . . 3.11 5.96 (3.81) (2.95) 2.53

Less DistributionsDistributions from net investment income . . . . . . . . . . . . . . . . . . (0.15) (0.08) (0.19) (0.15) 0.00Distributions from net realized capital gains . . . . . . . . . . . . . . . . 0.00 0.00 0.00 (2.71) 0.00

Total distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.15) (0.08) (0.19) (2.86) 0.00

Net Asset Value, End of Period . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 28.23 $ 25.27 $ 19.39 $ 23.39 $ 29.20

Total Return (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12.4 30.9 (16.4) (11.1) 9.5Ratio of operating expenses to average net assets beforeexpense reductions (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.78 0.79 0.80 0.83 0.79

Ratio of operating expenses to average net assets afterexpense reductions (%) (d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.77 0.79 0.78 0.82 0.79

Ratio of net investment income to average net assets (%) . . . . . 0.97 0.95 0.79 0.55 0.62Portfolio turnover rate (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 12 24 21 25Net assets, end of period (000) . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,413,953 $844,547 $675,704 $878,630 $925,265

Class B Class E


July 30,2002(a)through

December 31,2002

Year ended December 31,

February 20,2001(a)through

December 31,20012004 2003 2004 2003 2002

Net Asset Value, Beginning of Period . . . . $ 25.18 $19.33 $19.64 $ 25.18 $ 19.33 $ 23.35 $ 25.29

Income From Investment OperationsNet investment income . . . . . . . . . . . . . . . . 0.14 0.07 0.04 0.23 0.14 0.16 0.02Net realized and unrealized gain (loss) oninvestments . . . . . . . . . . . . . . . . . . . . . . . . 2.86 5.85 (0.35) 2.82 5.78 (4.01) (1.96)

Total from investmentoperations . . . . . . . . . . . . . . . . . . . 3.00 5.92 (0.31) 3.05 5.92 (3.85) (1.94)

Less DistributionsDistributions from net investmentincome . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.11) (0.07) 0.00 (0.14) (0.07) (0.17) 0.00

Total distributions . . . . . . . . . . . . . . (0.11) (0.07) 0.00 (0.14) (0.07) (0.17) 0.00

Net Asset Value, End of Period . . . . . . . . . $ 28.07 $25.18 $19.33 $ 28.09 $ 25.18 $ 19.33 $ 23.35

Total Return (%) . . . . . . . . . . . . . . . . . . . . . . 12.0 30.7 (1.6)(b) 12.1 30.7 (16.6) (7.7)(b)Ratio of operating expenses to average

net assets before expensereductions (%) . . . . . . . . . . . . . . . . . . . . . . 1.03 1.04 1.05 (c) 0.93 0.94 0.95 0.98 (c)

Ratio of operating expenses to average netassets after expensereductions (%) (d) . . . . . . . . . . . . . . . . . . . 1.02 1.04 1.03 (c) 0.92 0.94 0.93 0.97 (c)

Ratio of net investment income toaverage net assets (%) . . . . . . . . . . . . . . . 0.92 0.73 0.52 (c) 0.85 0.81 0.64 0.47 (c)

Portfolio turnover rate (%) . . . . . . . . . . . . . 5 12 24 5 12 24 21Net assets, end of period (000) . . . . . . . . . . $56,301 $ 547 $ 1 $1,189,119 $754,011 $223,228 $42,132


262



2004 2003 2002 2001 2000




Less DistributionsDistributions from net investment income . . . . . . . . . . . . . . . . . . . . (2.06) (1.01) (1.27) (1.49) 0.00Distributions from net realized capital gains . . . . . . . . . . . . . . . . . 0.00 0.00 0.00 0.00 (4.98)

Total distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2.06) (1.01) (1.27) (1.49) (4.98)



Ratio of operating expenses to average net assets after expensereductions (%) (d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.72 — 0.71 0.74 0.70

Ratio of net investment income to average net assets (%) . . . . . . . 1.23 1.49 1.30 0.60 0.61Portfolio turnover rate (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 161 53 142 154 138Net assets, end of period (000) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $552,323 $563,979 $491,124 $298,982 $388,127

Class B Class E



December 31,2002

Year endedDecember 31


December 31,20012004 2003 2004 2003 2002

Net Asset Value, Beginning ofPeriod . . . . . . . . . . . . . . . . . . . . . . . . . $156.72 $124.47 $125.90 $156.83 $124.66 $156.28 $177.17

Income From Investment OperationsNet investment income . . . . . . . . . . . . 1.88 1.22 0.18 1.58 1.41 1.35 0.14Net realized and unrealized gain(loss) on investments . . . . . . . . . . . . 19.12 31.95 (1.61) 19.48 31.68 (31.80) (21.03)

Total from investmentoperations . . . . . . . . . . . . . . . . 21.00 33.17 (1.43) 21.06 33.09 (30.45) (20.89)

Less DistributionsDistributions from net investmentincome . . . . . . . . . . . . . . . . . . . . . . . . . (1.81) (0.92) 0.00 (1.96) (0.92) (1.17) 0.00

Total distributions . . . . . . . . . . . (1.81) (0.92) 0.00 (1.96) (0.92) (1.17) 0.00

Net Asset Value, End of Period . . . . . . $175.91 $156.72 $124.47 $175.93 $156.83 $124.66 $156.28

Total Return (%) . . . . . . . . . . . . . . . . . . 13.5 26.9 (1.1)(b) 13.6 26.7 (19.6) (11.8)(b)Ratio of operating expenses toaverage net assets before expensereductions (%) . . . . . . . . . . . . . . . . . . 0.99 0.99 0.97 (c) 0.89 0.89 0.87 0.93 (c)

Ratio of operating expenses toaverage net assets after expensereductions (%) (d) . . . . . . . . . . . . . . . 0.97 — 0.96 (c) 0.87 — 0.86 0.89 (c)

Ratio of net investment income toaverage net assets (%) . . . . . . . . . . . 1.41 1.15 1.36 (c) 1.12 1.31 1.15 0.61 (c)

Portfolio turnover rate (%) . . . . . . . . . . 161 53 142 161 53 142 154Net assets, end of period (000) . . . . . . $ 5,311 $ 128 $ 6 $31,192 $18,891 $ 5,619 $ 1,527


263

Harris Oakmark Large Cap Value PortfolioClass A

Year ended December 31,2004 2003 2002 2001 2000

Net Asset Value, Beginning of Period . . . . . . . . . . . . . . . . . . . . . . . . . $ 12.06 $ 9.61 $ 11.56 $ 9.79 $ 8.93

Income From Investment OperationsNet investment income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.10 0.07 0.06 0.08 0.13Net realized and unrealized gain (loss) on investments . . . . . . . . . . 1.27 2.38 (1.66) 1.72 0.97

Total from investment operations . . . . . . . . . . . . . . . . . . . . . . 1.37 2.45 (1.60) 1.80 1.10

Less DistributionsDistributions from net investment income . . . . . . . . . . . . . . . . . . . . . (0.06) 0.00 (0.09) (0.03) (0.14)Distributions from net realized capital gains . . . . . . . . . . . . . . . . . . . 0.00 0.00 (0.16) 0.00 (0.10)Tax return of capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.00 0.00 (0.10) 0.00 0.00

Total distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.06) 0.00 (0.35) (0.03) (0.24)

Net Asset Value, End of Period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 13.37 $ 12.06 $ 9.61 $ 11.56 $ 9.79

Total Return (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.4 25.5 (14.2) 18.4 12.4Ratio of operating expenses to average net assets before expensereductions (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.79 0.83 0.83 0.86 0.94

Ratio of operating expenses to average net assets after expensereductions (%) (d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.78 0.81 0.82 0.84 0.85

Ratio of net investment income to average net assets (%) . . . . . . . . 0.80 0.70 0.68 0.98 1.74Portfolio turnover rate (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 13 30 33 82Net assets, end of period (000) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $341,632 $296,728 $228,544 $213,758 $53,575

Class B Class E



December 31,2002



December 31,20012004 2003 2004 2003 2002

Net Asset Value, Beginning of Period . . . . . $ 12.01 $ 9.59 $ 9.96 $ 12.02 $ 9.59 $ 11.55 $11.00

Income From Investment OperationsNet investment income . . . . . . . . . . . . . . . . . 0.05 0.02 0.01 0.07 0.04 0.09 0.00Net realized and unrealized gain (loss) oninvestments . . . . . . . . . . . . . . . . . . . . . . . . . 1.29 2.40 (0.38) 1.28 2.39 (1.71) 0.55

Total from investment operations . . . 1.34 2.42 (0.37) 1.35 2.43 (1.62) 0.55

Less DistributionsDistributions from net investmentincome . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.04) 0.00 0.00 (0.05) 0.00 (0.08) 0.00

Distributions from net realized capitalgains . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.00 0.00 0.00 0.00 0.00 (0.16) 0.00

Tax return of capital . . . . . . . . . . . . . . . . . . . . 0.00 0.00 0.00 0.00 0.00 (0.10) 0.00

Total distributions . . . . . . . . . . . . . . . . (0.04) 0.00 0.00 (0.05) 0.00 (0.34) 0.00

Net Asset Value, End of Period . . . . . . . . . . . $ 13.31 $12.01 $ 9.59 $ 13.32 $ 12.02 $ 9.59 $11.55

Total Return (%) . . . . . . . . . . . . . . . . . . . . . . . 11.2 25.2 (3.7)(b) 11.3 25.3 (14.3) 5.0(b)Ratio of operating expenses to average netassets before expense reductions (%) . . . . 1.04 1.08 1.08 (c) 0.94 0.98 0.98 1.01(c)

Ratio of operating expenses to average netassets after expense reductions (%) (d) . . 1.03 1.06 1.07 (c) 0.93 0.96 0.97 0.98(c)

Ratio of net investment income to averagenet assets (%) . . . . . . . . . . . . . . . . . . . . . . . . 1.07 0.55 0.61 (c) 0.68 0.60 0.67 1.28(c)

Portfolio turnover rate (%) . . . . . . . . . . . . . . . 16 13 30 16 13 30 33Net assets, end of period (000) . . . . . . . . . . . $43,136 $1,138 $ 9 $147,376 $99,196 $24,936 $ 185


264


Class A



December 31,20022004 2003

Net Asset Value, Beginning of Period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 10.01 $ 7.71 $ 10.00

Income From Investment OperationsNet investment income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.03 0.02 0.02Net realized and unrealized gain (loss) on investments . . . . . . . . . . . . . . . . . . . . . . . 0.89 2.30 (2.31)

Total from investment operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.92 2.32 (2.29)

Less DistributionsDistributions from net investment income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.01) (0.02) 0.00

Total distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.01) (0.02) 0.00

Net Asset Value, End of Period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 10.92 $ 10.01 $ 7.71

Total Return (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.2 30.1 (22.9)(b)Ratio of operating expenses to average net assets before expensereductions (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.71 0.73 0.74 (c)

Ratio of operating expenses to average net assets after expensereductions (%) (d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.69 0.70 0.68 (c)

Ratio of net investment income (loss) to average net assets (%) . . . . . . . . . . . . . . . . 0.41 0.17 0.31 (c)Portfolio turnover rate (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68 68 82 (c)Net assets, end of period (000) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $504,940 $343,253 $283,320

Class B



December 31,20022004 2003

Net Asset Value, Beginning of Period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 9.97 $ 7.70 $ 10.00

Income From Investment OperationsNet investment income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.04 0.00 0.00Net realized and unrealized gain (loss) on investments . . . . . . . . . . . . . . . . . . . . . . . 0.85 2.28 (2.30)

Total from investment operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.89 2.28 (2.30)

Less DistributionsDistributions from net investment income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.00 (0.01) 0.00

Total distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.00 (0.01) 0.00

Net Asset Value, End of Period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 10.86 $ 9.97 $ 7.70

Total Return (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.9 29.7 (23.0)(b)Ratio of operating expenses to average net assets before expensereductions (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.96 0.98 0.99 (c)

Ratio of operating expenses to average net assets after expensereductions (%) (d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.94 0.95 0.93 (c)

Ratio of net investment income (loss) to average net assets (%) . . . . . . . . . . . . . . . . 0.29 (0.11) 0.06 (c)Portfolio turnover rate (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68 68 82 (c)Net assets, end of period (000) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $330,349 $256,079 $57,259


265



2004 2003 2002 2001 2000

Net Asset Value, Beginning of Period . . . . . . . . . . . . . . . . . . . $ 29.45 $ 23.41 $ 30.60 $ 35.26 $ 40.59

Income From Investment OperationsNet investment income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.54 0.38 0.35 0.33 0.34Net realized and unrealized gain (loss) on investments . . . . 2.54 6.11 (7.09) (4.59) (4.07)

Total from investment operations . . . . . . . . . . . . . . . . . 3.08 6.49 (6.74) (4.26) (3.73)

Less DistributionsDistributions from net investment income . . . . . . . . . . . . . . . (0.26) (0.45) (0.23) (0.09) (0.35)Distributions from net realized capital gains . . . . . . . . . . . . . 0.00 0.00 (0.22) (0.31) (1.25)

Total distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.26) (0.45) (0.45) (0.40) (1.60)

Net Asset Value, End of Period . . . . . . . . . . . . . . . . . . . . . . . . . $ 32.27 $ 29.45 $ 23.41 $ 30.60 $ 35.26

Total Return (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.5 28.2 (22.3) (12.2) (9.3)Ratio of operating expenses to average net assets (%) . . . . . . 0.30 0.31 0.31 0.31 0.28Ratio of net investment income to average net assets (%) . . 1.73 1.48 1.30 1.02 0.88Portfolio turnover rate (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 1 7 5 7Net assets, end of period (000) . . . . . . . . . . . . . . . . . . . . . . . . . . $4,139,893 $3,931,839 $2,725,874 $3,665,168 $3,999,903

Class B Class E


January 2, 2001(a)through

December 31,2001



December 31,20012004 2003 2002 2004 2003 2002

Net Asset Value,Beginning of Period . . . . $ 28.80 $ 22.92 $ 30.03 $ 33.71 $ 29.33 $ 23.34 $ 30.54 $33.45

Income From InvestmentOperations

Net investment income . . . 0.41 0.34 0.23 0.17 0.47 0.40 0.31 0.00Net realized andunrealized gain (loss) oninvestments . . . . . . . . . . 2.53 5.95 (6.90) (3.45) 2.56 6.02 (7.06) (2.91)

Total frominvestmentoperations . . . . . . 2.94 6.29 (6.67) (3.28) 3.03 6.42 (6.75) (2.91)

Less DistributionsDistributions from netinvestment income . . . . (0.22) (0.41) (0.22) (0.09) (0.25) (0.43) (0.23) 0.00

Distributions from netrealized capital gains . . 0.00 0.00 (0.22) (0.31) 0.00 0.00 (0.22) 0.00

Totaldistributions . . . . (0.22) (0.41) (0.44) (0.40) (0.25) (0.43) (0.45) 0.00

Net Asset Value, End ofPeriod . . . . . . . . . . . . . . . $ 31.52 $ 28.80 $ 22.92 $ 30.03 $ 32.11 $ 29.33 $ 23.34 $30.54

Total Return (%) . . . . . . . . 10.3 27.9 (22.5) (9.8)(b) 10.4 28.0 (22.4) (8.7)(b)Ratio of operatingexpenses to average netassets (%) . . . . . . . . . . . . 0.55 0.56 0.56 0.56 (c) 0.45 0.46 0.46 0.46 (c)

Ratio of net investmentincome to average netassets (%) . . . . . . . . . . . . 1.59 1.24 1.17 0.83 (c) 1.67 1.34 1.36 0.93 (c)

Portfolio turnoverrate (%) . . . . . . . . . . . . . . 3 1 7 5 3 1 7 5

Net assets, end ofperiod (000) . . . . . . . . . . . $508,908 $251,793 $88,517 $17,421 $293,266 $142,284 $25,624 $ 33

(a) Commencement of operations.(b) Periods less than one year are not computed on an annualized basis.(c) Computed on an annualized basis.

266

MFS Investors Trust PortfolioClass A


Net Asset Value, Beginning of Period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 8.27 $ 6.81 $ 8.57 $ 10.23 $ 10.26

Income From Investment OperationsNet investment income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.03 0.05 0.05 0.05 0.04Net realized and unrealized gain (loss) on investments . . . . . . . . . . . . . . 0.92 1.43 (1.78) (1.67) (0.06)

Total from investment operations . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.95 1.48 (1.73) (1.62) (0.02)

Less DistributionsDistributions from net investment income . . . . . . . . . . . . . . . . . . . . . . . . . (0.05) (0.02) (0.03) (0.04) (0.01)

Total distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.05) (0.02) (0.03) (0.04) (0.01)

Net Asset Value, End of Period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 9.17 $ 8.27 $ 6.81 $ 8.57 $ 10.23

Total Return (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.4 21.9 (20.2) (15.9) (0.2)Ratio of operating expenses to average net assets before expensereductions (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.97 0.98 0.90 0.90 0.90

Ratio of operating expenses to average net assets afterexpense reductions (%) (d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.95 0.96 0.88 — —

Ratio of net investment income to average net assets (%) . . . . . . . . . . . . 0.56 0.68 0.62 0.58 0.51Portfolio turnover rate (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 107 88 63 86 68Net assets, end of period (000) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $58,752 $25,431 $20,618 $24,506 $18,422The ratios of operating expenses to average net assets without givingeffect to the contractual expense agreement would have been (%) . . . — 1.11 1.34 1.37 1.57

Class B Class E



December 31,2002



December 31,20012004 2003 2004 2003 2002

Net Asset Value, Beginning of Period . . . . $ 8.24 $ 6.80 $ 8.13 $ 8.25 $ 6.81 $ 8.57 $ 9.56

Income From Investment OperationsNet investment income . . . . . . . . . . . . . . . . 0.02 0.02 0.01 0.03 0.03 0.04 0.01Net realized and unrealized gain (loss) oninvestments . . . . . . . . . . . . . . . . . . . . . . . . 0.90 1.44 (1.34) 0.91 1.43 (1.77) (1.00)

Total from investmentoperations . . . . . . . . . . . . . . . . . . . . 0.92 1.46 (1.33) 0.94 1.46 (1.73) (0.99)

Less DistributionsDistributions from net investmentincome . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.03) (0.02) 0.00 (0.04) (0.02) (0.03) 0.00

Total distributions . . . . . . . . . . . . . . (0.03) (0.02) 0.00 (0.04) (0.02) (0.03) 0.00

Net Asset Value, End of Period . . . . . . . . . $ 9.13 $ 8.24 $ 6.80 $ 9.15 $ 8.25 $ 6.81 $ 8.57

Total Return (%) . . . . . . . . . . . . . . . . . . . . . . 11.2 21.5 (16.4)(b) 11.3 21.5 (20.2) (10.4)(b)Ratio of operating expenses to average net

assets before expense reductions (%) . . . 1.22 1.23 1.15 (c) 1.12 1.13 1.05 1.05 (c)Ratio of operating expenses to average net

assets after expense reductions (%) (d) . . 1.20 1.21 1.13 (c) 1.10 1.11 1.03 —Ratio of net investment income toaverage net assets (%) . . . . . . . . . . . . . . . 0.30 0.45 0.55 (c) 0.41 0.55 0.55 0.26 (c)

Portfolio turnover rate (%) . . . . . . . . . . . . . 107 88 63 107 88 63 86Net assets, end of period (000) . . . . . . . . . . $49,460 $48,960 $12,365 $22,921 $12,077 $4,436 $ 730The ratios of operating expenses toaverage net assets without giving effectto the contractual expense agreementwould have been (%) . . . . . . . . . . . . . . . . — 1.36 1.59 (c) — 1.26 1.49 1.52 (c)

(a) Commencement of operations.(b) Periods less than one year are not computed on an annnualized basis.(c) Computed on an annualized basis.(d) The Portfolio has entered into arrangements with certain brokers who paid a portion of the Portfolio’s expenses.

267



2004 2003 2002 2001 2000




Less DistributionsDistributions from net investment income . . . . . . . . . . . . . . . . . . . . (0.02) (0.01) (0.03) (0.01) (0.02)Distributions from net realized capital gains . . . . . . . . . . . . . . . . . 0.00 0.00 0.00 0.00 (0.40)




Ratio of operating expenses to average net assets after expensereductions (%) (d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.73 0.77 0.76 0.75 0.77


Class B Class E



December 31,2002



December 31,20012004 2003 2004 2003 2002

Net Asset Value, Beginning of Period . . $ 11.60 $ 8.88 $ 8.96 $ 11.61 $ 8.90 $11.63 $12.32

Income From Investment OperationsNet investment income . . . . . . . . . . . . . . . 0.05 0.01 0.00 0.06 0.01 0.03 0.00Net realized and unrealized gain (loss)on investments . . . . . . . . . . . . . . . . . . . . 1.08 2.72 (0.08) 1.08 2.71 (2.73) (0.69)

Total from investmentoperations . . . . . . . . . . . . . . . . . . 1.13 2.73 (0.08) 1.14 2.72 (2.70) (0.69)

Less DistributionsDistributions from net investmentincome . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.01) (0.01) 0.00 (0.02) (0.01) (0.03) 0.00

Total distributions . . . . . . . . . . . . . (0.01) (0.01) 0.00 (0.02) (0.01) (0.03) 0.00

Net Asset Value, End of Period . . . . . . . . $ 12.72 $11.60 $ 8.88 $ 12.73 $ 11.61 $ 8.90 $11.63

Total Return (%) . . . . . . . . . . . . . . . . . . . . 9.7 30.8 (0.9)(b) 9.8 30.6 (23.3) (5.6)(b)Ratio of operating expenses to averagenet assets before expensereductions (%) . . . . . . . . . . . . . . . . . . . . 0.99 1.04 1.02 (c) 0.89 0.94 0.92 0.91 (c)

Ratio of operating expenses to averagenet assets after expensereductions (%) (d) . . . . . . . . . . . . . . . . . . 0.98 1.02 1.01 (c) 0.88 0.92 0.91 0.90 (c)

Ratio of net investment income toaverage net assets (%) . . . . . . . . . . . . . 0.93 0.06 0.00 (c) 0.56 0.14 0.07 0.75 (c)

Portfolio turnover rate (%) . . . . . . . . . . . . 37 37 49 37 37 49 67Net assets, end of period (000) . . . . . . . . $48,955 $ 325 $ 1 $27,341 $16,646 $3,119 $ 23


268



2004 2003 2002 2001 2000

Net Asset Value, Beginning of Period . . . . . . . . . . . . . . . . . . . . . $ 17.95 $ 12.75 $ 17.88 $ 31.59 $ 38.45

Income From Investment OperationsNet investment income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.07) (0.06) (0.03) (0.02) (0.04)Net realized and unrealized gain (loss) on investments . . . . . 2.40 5.26 (5.10) (6.73) (1.98)

Total from investment operations . . . . . . . . . . . . . . . . . . 2.33 5.20 (5.13) (6.75) (2.02)

Less DistributionsDistributions from net investment income . . . . . . . . . . . . . . . . 0.00 0.00 0.00 (0.01) 0.00Distributions from net realized capital gains . . . . . . . . . . . . . . 0.00 0.00 0.00 (6.95) (4.84)

Total distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.00 0.00 0.00 (6.96) (4.84)

Net Asset Value, End of Period . . . . . . . . . . . . . . . . . . . . . . . . . . $ 20.28 $ 17.95 $ 12.75 $ 17.88 $ 31.59

Total Return (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13.0 40.8 (28.7) (23.8) (7.6)Ratio of operating expenses to average net assets beforeexpense reductions (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.79 0.81 0.79 0.77 0.73

Ratio of operating expenses to average net assets afterexpense reductions (%) (d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.78 0.79 0.77 0.76 0.72

Ratio of net investment income (loss) to averagenet assets (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.38) (0.38) (0.18) (0.11) (0.12)

Portfolio turnover rate (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95 98 134 150 170Net assets, end of period (000) . . . . . . . . . . . . . . . . . . . . . . . . . . . $954,736 $926,897 $687,325 $1,069,246 $1,501,072

Class B Class EApril 26, 2004(a)

throughDecember 31,

2004



December 31,20012004 2003 2002

Net Asset Value, Beginning of Period . . . . . . . . . . . . . . $18.12 $ 17.90 $ 12.74 $17.88 $20.66

Income From Investment OperationsNet investment income (loss) . . . . . . . . . . . . . . . . . . . . . (0.03) (0.09) (0.04) (0.01) (0.02)Net realized and unrealized gain (loss) oninvestments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.37 2.39 5.20 (5.13) (2.76)

Total from investment operations . . . . . . . . . . . . 1.34 2.30 5.16 (5.14) (2.78)

Net Asset Value, End of Period . . . . . . . . . . . . . . . . . . . $19.46 $ 20.20 $ 17.90 $12.74 $17.88

Total Return (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.4 (b) 12.8 40.6 (28.8) (13.4)(b)Ratio of operating expenses to average net assetsbefore expense reductions (%) . . . . . . . . . . . . . . . . . . . 1.04 (c) 0.94 0.96 0.94 0.92 (c)

Ratio of operating expenses to average net assetsafter expense reductions (%) (d) . . . . . . . . . . . . . . . . . 1.03 (c) 0.93 0.94 0.92 0.91 (c)

Ratio of net investment income (loss) to average netassets (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.56)(c) (0.52) (0.52) (0.24) (0.12)(c)

Portfolio turnover rate (%) . . . . . . . . . . . . . . . . . . . . . . . . 95 95 98 134 150Net assets, end of period (000) . . . . . . . . . . . . . . . . . . . . $4,165 $17,893 $11,286 $1,361 $ 0.1


269



2004 2003 2002 2001 2000


Income From Investment OperationsNet investment income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.08 (0.03) (0.03) (0.03) (0.10)Net realized and unrealized gain (loss) on investments . . . . . . . . . 2.33 3.63 (4.22) (8.69) (10.66)

Total from investment operations . . . . . . . . . . . . . . . . . . . . . . 2.41 3.60 (4.25) (8.72) (10.76)

Less DistributionsDistributions from net investment income . . . . . . . . . . . . . . . . . . . . (0.08) 0.00 0.00 0.00 0.00Distributions from net realized capital gains . . . . . . . . . . . . . . . . . . 0.00 0.00 0.00 0.00 (2.40)

Total distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.08) 0.00 0.00 0.00 (2.40)




Ratio of net investment income (loss) to average net assets (%) . . 0.53 (0.24) (0.27) (0.17) (0.33)Portfolio turnover rate (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 217 39 78 105 118Net assets, end of period (000) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $963,074 $873,202 $681,221 $1,067,259 $1,783,379

Class B Class E



December 31,2001



December 31,20012004 2003 2002 2004 2003 2002

Net Asset Value, Beginning ofPeriod . . . . . . . . . . . . . . . . . . . . . . $ 13.79 $ 10.27 $14.50 $ 21.47 $ 13.90 $ 10.33 $14.58 $19.02


Net investment income (loss) . . . . 0.09 (0.05) (0.06) (0.04) 0.07 (0.03) (0.01) 0.00Net realized and unrealized gain(loss) on investments . . . . . . . . . 2.23 3.57 (4.17) (6.93) 2.28 3.60 (4.24) (4.44)

Total from investmentoperations . . . . . . . . . . . . 2.32 3.52 (4.23) (6.97) 2.35 3.57 (4.25) (4.44)

Less DistributionsDistributions from netinvestment income . . . . . . . . . . . (0.05) 0.00 0.00 0.00 (0.06) 0.00 0.00 0.00

Total distributions . . . . . . . (0.05) 0.00 0.00 0.00 (0.06) 0.00 0.00 0.00

Net Asset Value, End ofPeriod . . . . . . . . . . . . . . . . . . . . . . $ 16.06 $ 13.79 $10.27 $ 14.50 $ 16.19 $ 13.90 $10.33 $14.58

Total Return (%) . . . . . . . . . . . . . . . 16.8 34.2 (29.2) (32.5)(b) 17.0 34.6 (29.2) (23.3)(b)Ratio of operating expenses toaverage net assets beforeexpense reductions (%) . . . . . . . 1.00 1.02 1.00 0.99 (c) 0.90 0.92 0.90 0.89 (c)

Ratio of operating expenses toaverage net assets afterexpense reductions (%) (d) . . . . 0.95 1.01 — — 0.85 0.91 — —

Ratio of net investment income(loss) to average netassets (%) . . . . . . . . . . . . . . . . . . . 0.44 (0.48) (0.52) (0.40)(c) 0.55 (0.37) (0.34) (0.22)(c)

Portfolio turnover rate (%) . . . . . . 217 39 78 105 217 39 78 105Net assets, end of period (000) . . . $36,819 $13,849 $9,037 $12,334 $40,402 $12,991 $3,605 $ 28

(a) Commencement of operations.(b) Periods less than one year are not computed on an annnualized basis.(c) Computed on an annualized basis.(d) The Portfolio has entered into arrangements with certain brokers who paid a portion of the Portfolio’s expenses.

270



2004 2003 2002 2001 2000


Income From Investment OperationsNet investment income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.23 0.24 0.27 0.42 1.15Net realized and unrealized gain (loss) on investments . . . . . . . . . 21.85 54.97 (16.70) 40.09 23.81

Total from investment operations . . . . . . . . . . . . . . . . . . . . . 22.08 55.21 (16.43) 40.51 24.96

Less DistributionsDistributions from net investment income . . . . . . . . . . . . . . . . . . . . (0.10) (0.28) (0.36) (1.06) 0.00Distributions from net realized capital gains . . . . . . . . . . . . . . . . . (2.38) 0.00 0.00 0.00 0.00

Total distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2.48) (0.28) (0.36) (1.06) 0.00


Total Return (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.9 32.7 (8.8) 27.8 20.5Ratio of operating expenses to average net assets before expensereductions (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.78 0.80 0.82 0.87 0.90

Ratio of operating expenses to average net assets after expensereductions (%) (d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.78 0.78 0.82 0.84 —

Ratio of net investment income to average net assets (%) . . . . . . . 0.15 0.14 0.22 0.43 0.98Portfolio turnover rate (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 16 11 28 143Net assets, end of period (000) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $809,906 $614,742 $438,359 $370,959 $139,518The ratios of operating expenses to average net assets withoutgiving effect to the contractual expense agreement would havebeen (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — — 0.96

Class B Class E


February 20,2001(a)through

December 31,2001


May 1,2001(a)through

December 31,20012004 2003 2002 2004 2003 2002

Net Asset Value, Beginning ofPeriod . . . . . . . . . . . . . . . . . . . . . $ 221.17 $ 167.26 $ 184.25 $159.20 $ 222.60 $ 168.22 $185.17 $164.26


Net investment income (loss) . . . (0.24) 0.01 0.16 0.01 0.04 0.07 0.25 0.02Net realized and unrealized gain(loss) on investments . . . . . . . . 21.41 54.02 (16.83) 25.04 21.51 54.47 (16.85) 20.89

Total from investmentoperations . . . . . . . . . . . . 21.17 54.03 (16.67) 25.05 21.55 54.54 (16.60) 20.91

Less DistributionsDistributions from netinvestment income . . . . . . . . . . 0.00 (0.12) (0.32) 0.00 0.00 (0.16) (0.35) 0.00

Distributions from net realizedcapital gains . . . . . . . . . . . . . . . . (2.38) 0.00 0.00 0.00 (2.38) 0.00 0.00 0.00

Total distributions . . . . . . (2.38) (0.12) (0.32) 0.00 (2.38) (0.16) (0.35) 0.00

Net Asset Value, End ofPeriod . . . . . . . . . . . . . . . . . . . . . $ 239.96 $ 221.17 $ 167.26 $184.25 $ 241.77 $ 222.60 $168.22 $185.17

Total Return (%) . . . . . . . . . . . . . . 9.7 32.3 (9.1) 15.7(b) 9.8 32.5 (9.0) 12.7(b)Ratio of operating expenses toaverage net assets beforeexpense reductions (%) . . . . . . . 1.03 1.05 1.07 1.12(c) 0.93 0.95 0.97 1.02(c)

Ratio of operating expenses toaverage net assets afterexpense reductions (%) (d) . . . . 1.03 1.03 1.07 1.09(c) 0.93 0.93 0.97 0.99(c)

Ratio of net investment income(loss) to average netassets (%) . . . . . . . . . . . . . . . . . . (0.09) (0.13) (0.06) 0.02(c) 0.00 (0.03) 0.05 0.09(c)

Portfolio turnover rate (%) . . . . . 16 16 11 28 16 16 11 28Net assets, end of period (000) . . $578,991 $540,656 $140,273 $24,082 $280,856 $204,755 $74,818 $10,416


271

MetLife Mid Cap Stock Index PortfolioClass A

Year ended December 31,July 5, 2000(a)

throughDecember 31,

20002004 2003 2002 2001

Net Asset Value, Beginning of Period . . . . . . . . . . . . . . . . . . . . . . $ 11.90 $ 8.87 $ 10.46 $ 10.64 $ 10.00

Income From Investment OperationsNet investment income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.11 0.08 0.05 0.06 0.03Net realized and unrealized gain (loss) on investments . . . . . . . 1.79 3.00 (1.60) (0.19) 0.66

Total from investment operations . . . . . . . . . . . . . . . . . . . . 1.90 3.08 (1.55) (0.13) 0.69

Less DistributionsDistributions from net investment income . . . . . . . . . . . . . . . . . . (0.06) (0.05) (0.04) (0.02) (0.03)Distributions from net realized capital gains . . . . . . . . . . . . . . . . (0.03) 0.00 0.00 (0.03) (0.02)

Total distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.09) (0.05) (0.04) (0.05) (0.05)

Net Asset Value, End of Period . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 13.71 $ 11.90 $ 8.87 $ 10.46 $ 10.64

Total Return (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16.0 35.0 (14.9) (1.2) 6.8 (b)Ratio of operating expenses to average net assets (%) . . . . . . . . 0.35 0.40 0.43 0.45 0.45 (c)Ratio of net investment income to average net assets (%) . . . . . 0.85 0.85 0.70 0.71 0.92 (c)Portfolio turnover rate (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42 22 46 45 124 (c)Net assets, end of period (000) . . . . . . . . . . . . . . . . . . . . . . . . . . . . $197,642 $180,211 $117,340 $97,505 $61,934The ratios of operating expenses to average net assets withoutgiving effect to the contractual expense agreement wouldhave been (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — 0.52 0.83 (c)

Class B Class E



December 31,2001



December 31,20012004 2003 2002 2004 2003 2002

Net Asset Value, Beginning ofPeriod . . . . . . . . . . . . . . . . . . . . . $ 11.83 $ 8.83 $ 10.43 $10.54 $ 11.86 $ 8.85 $10.45 $10.54


Net investment income . . . . . . . . 0.06 0.05 0.03 0.04 0.08 0.06 0.05 0.00Net realized and unrealized gain(loss) on investments . . . . . . . . 1.79 2.99 (1.60) (0.10) 1.79 3.00 (1.61) (0.09)


Less DistributionsDistributions from netinvestment income . . . . . . . . . . (0.04) (0.04) (0.03) (0.02) (0.05) (0.05) (0.04) 0.00

Distributions from net realizedcapital gains . . . . . . . . . . . . . . . . (0.03) 0.00 0.00 (0.03) (0.03) 0.00 0.00 0.00

Total distributions . . . . . . . (0.07) (0.04) (0.03) (0.05) (0.08) (0.05) (0.04) 0.00

Net Asset Value, End ofPeriod . . . . . . . . . . . . . . . . . . . . . $ 13.61 $ 11.83 $ 8.83 $10.43 $ 13.65 $ 11.86 $ 8.85 $10.45

Total Return (%) . . . . . . . . . . . . . . 15.7 34.5 (15.1) 3.1 (b) 15.9 34.8 (15.0) (0.9)(b)Ratio of operating expenses toaverage net assets (%) . . . . . . . 0.60 0.65 0.68 0.70 (c) 0.50 0.55 0.58 0.60 (c)

Ratio of net investment incometo average net assets (%) . . . . . 0.61 0.61 0.46 0.48 (c) 0.71 0.71 0.62 0.00 (c)

Portfolio turnover rate (%) . . . . . 42 22 46 45 42 22 46 45Net assets, end of period (000) . . $64,207 $31,858 $12,790 $5,895 $62,530 $49,881 $9,804 $ 0.1The ratios of operating expensesto average net assets withoutgiving effect to the contractualexpense agreement wouldhave been (%) . . . . . . . . . . . . . . . — — — 0.77 (c) — — — 0.67 (c)


272



2004 2003 2002 2001 2000


Income From Investment OperationsNet investment income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.07 0.06 0.06 0.13 0.04Net realized and unrealized gain (loss) on investments . . . . . . . . . 3.82 4.58 (1.42) (0.50) 3.35

Total from investment operations . . . . . . . . . . . . . . . . . . . . . 3.89 4.64 (1.36) (0.37) 3.39

Less DistributionsDistributions from net investment income . . . . . . . . . . . . . . . . . . . . (0.05) (0.05) (0.01) (0.03) (0.04)Distributions from net realized capital gains . . . . . . . . . . . . . . . . . (0.52) 0.00 (0.03) (0.26) (0.50)



Total Return (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22.9 36.5 (9.6) (2.5) 28.3Ratio of operating expenses to average net assets before expensereductions (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.76 0.80 0.80 0.81 0.87

Ratio of operating expenses to average net assets after expensereductions(%) (d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.73 0.77 0.77 0.69 0.76


Class B Class E



December 31,2001



December 31,20012004 2003 2002 2004 2003 2002

Net Asset Value, Beginning ofPeriod . . . . . . . . . . . . . . . . . . . . . . . $ 17.23 $ 12.69 $ 14.12 $14.36 $ 17.31 $ 12.74 $14.15 $14.37


Net investment income . . . . . . . . . . 0.03 0.03 0.01 0.04 0.05 0.05 0.03 0.00Net realized and unrealized gain(loss) on investments . . . . . . . . . . 3.79 4.55 (1.40) (0.28) 3.81 4.57 (1.40) (0.22)

Total from investmentoperations . . . . . . . . . . . . . . 3.82 4.58 (1.39) (0.24) 3.86 4.62 (1.37) (0.22)

Less DistributionsDistributions from net investmentincome . . . . . . . . . . . . . . . . . . . . . . (0.02) (0.04) (0.01) 0.00 (0.04) (0.05) (0.01) 0.00

Distributions from net realizedcapital gains . . . . . . . . . . . . . . . . . (0.52) 0.00 (0.03) 0.00 (0.52) 0.00 (0.03) 0.00

Total distributions . . . . . . . . (0.54) (0.04) (0.04) 0.00 (0.56) (0.05) (0.04) 0.00

Net Asset Value, End of Period . . . $ 20.51 $ 17.23 $ 12.69 $14.12 $ 20.61 $ 17.31 $12.74 $14.15

Total Return (%) . . . . . . . . . . . . . . . . 22.7 36.2 (9.9) (1.7)(b) 22.8 36.4 (9.7) (1.5)(b)Ratio of operating expenses toaverage net assets beforeexpense reductions (%) . . . . . . . . 1.01 1.05 1.05 1.06 (c) 0.91 0.95 0.95 0.96 (c)

Ratio of operating expenses toaverage net assets after expensereductions(%) (d) . . . . . . . . . . . . . . 0.98 1.02 1.02 0.97 (c) 0.88 0.92 0.92 0.87 (c)

Ratio of net investment income toaverage net assets (%) . . . . . . . . . 0.17 0.18 0.17 0.77 (c) 0.28 0.29 0.29 0.67 (c)

Portfolio turnover rate (%) . . . . . . . 55 61 84 212 55 61 84 212Net assets, end of period (000) . . . . $93,336 $27,173 $11,113 $2,410 $72,652 $28,400 $5,735 $ 32


273


Class A

Year ended December 31,July 5, 2000(a)

throughDecember 31,

20002004 2003 2002 2001

Net Asset Value, Beginning of Period . . . . . . . . . . . . . . . . . . $ 16.62 $ 11.07 $ 14.13 $ 12.24 $ 10.00

Income From Investment OperationsNet investment income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . 0.00 (0.01) (0.04) 0.02 0.03Net realized and unrealized gain (loss) on investments . . 2.55 5.56 (2.95) 1.94 2.29

Total from investment operations . . . . . . . . . . . . . . . 2.55 5.55 (2.99) 1.96 2.32

Less DistributionsDistributions from net investment income . . . . . . . . . . . . . 0.00 0.00 (0.01) (0.01) (0.03)Distributions from net realized capital gains . . . . . . . . . . . 0.00 0.00 (0.06) (0.06) (0.05)

Total distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.00 0.00 (0.07) (0.07) (0.08)

Net Asset Value, End of Period . . . . . . . . . . . . . . . . . . . . . . . $ 19.17 $ 16.62 $ 11.07 $ 14.13 $ 12.24

Total Return (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15.3 50.1 (21.3) 16.0 23.2 (b)Ratio of operating expenses to average net assets beforeexpense reductions (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.89 0.93 0.95 0.98 1.05 (c)

Ratio of operating expenses to average net assets afterexpense reductions (%) (d) . . . . . . . . . . . . . . . . . . . . . . . . . 0.87 — — — —

Ratio of net investment income (loss) to average netassets (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.03) (0.10) (0.28) 0.18 1.12 (c)

Portfolio turnover rate (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . 33 44 27 15 24 (c)Net assets, end of period (000) . . . . . . . . . . . . . . . . . . . . . . . . $666,800 $561,245 $319,202 $291,426 $54,379The ratios of operating expenses to average net assetswithout giving effect to the contractual expenseagreement would have been (%) . . . . . . . . . . . . . . . . . . . . — — — — 1.34 (c)

Class B Class E



December 31,2001



December 31,20012004 2003 2002 2004 2003 2002

Net Asset Value, Beginning ofPeriod . . . . . . . . . . . . . . . . . . . . . . . . . $ 16.53 $11.04 $14.12 $14.12 $ 16.55 $ 11.04 $ 14.12 $14.12

Income From Investment OperationsNet investment income (loss) . . . . . . . 0.00 (0.01) 0.00 0.00 (0.02) (0.02) (0.01) (0.01)Net realized and unrealized gain(loss) on investments . . . . . . . . . . . . 2.49 5.50 (3.01) 0.00 2.53 5.53 (3.00) 0.01

Total from investmentoperations . . . . . . . . . . . . . . . . 2.49 5.49 (3.01) 0.00 2.51 5.51 (3.01) 0.00

Less DistributionsDistributions from net investmentincome . . . . . . . . . . . . . . . . . . . . . . . . 0.00 0.00 (0.01) 0.00 0.00 0.00 (0.01) 0.00

Distributions from net realizedcapital gains . . . . . . . . . . . . . . . . . . . 0.00 0.00 (0.06) 0.00 0.00 0.00 (0.06) 0.00

Total distributions . . . . . . . . . . 0.00 0.00 (0.07) 0.00 0.00 0.00 (0.07) 0.00

Net Asset Value, End of Period . . . . . $ 19.02 $16.53 $11.04 $14.12 $ 19.06 $ 16.55 $ 11.04 $14.12

Total Return (%) . . . . . . . . . . . . . . . . . . 15.1 49.7 (21.5) 0.0(b) 15.2 49.9 (21.5) 0.0 (b)Ratio of operating expenses toaverage net assets before expensereductions (%) . . . . . . . . . . . . . . . . . . 1.14 1.18 1.20 1.23(c) 1.04 1.08 1.10 1.13 (c)

Ratio of operating expenses toaverage net assets after expensereductions (%) (d) . . . . . . . . . . . . . . . 1.12 — — — 1.02 — — —

Ratio of net investment income (loss)to average net assets (%) . . . . . . . . . (0.09) (0.26) (0.53) 0.00(c) (0.16) (0.22) (0.43) (0.25)(c)

Portfolio turnover rate (%) . . . . . . . . . 33 44 27 15 33 44 27 15Net assets, end of period (000) . . . . . . $58,676 $1,120 $ 10 $ 0.1 $273,771 $178,240 $56,055 $6,720


274


Class A

Year ended December 31,May 1, 2001(a)

throughDecember 31,

20012004 2003 2002

Net Asset Value, Beginning of Period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 9.29 $ 6.41 $ 8.88 $10.00

Income From Investment OperationsNet investment income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.08) (0.04) (0.04) 0.00Net realized and unrealized gain (loss) on investments . . . . . . . . . . . . . . . . 1.14 2.92 (2.43) (1.12)

Total from investment operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.06 2.88 (2.47) (1.12)

Net Asset Value, End of Period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 10.35 $ 9.29 $ 6.41 $ 8.88

Total Return (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.4 44.9 (27.8) (11.2)(b)Ratio of operating expenses to average net assets before expensereductions (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.15 1.13 1.05 1.05 (c)

Ratio of operating expenses to average net assets after expensereductions (%) (d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.15 — — —

Ratio of net investment income (loss) to average net assets (%) . . . . . . . . . (0.80) (0.68) (0.60) 0.00 (c)Portfolio turnover rate (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50 38 33 67 (c)Net assets, end of period (000) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $31,892 $25,762 $12,079 $7,468The ratios of operating expenses to average net assets without givingeffect to the contractual expense agreement would have been (%) . . . . . 1.15 1.32 1.51 2.69 (c)

Class B Class E



December 31,2001



December 31,20012004 2003 2002 2004 2003 2002

Net Asset Value, Beginning ofPeriod . . . . . . . . . . . . . . . . . . . . . . . . . . $ 9.24 $ 6.39 $ 8.88 $10.00 $ 9.27 $ 6.41 $ 8.88 $10.00

Income From Investment OperationsNet investment income (loss) . . . . . . . . (0.08) (0.05) (0.04) (0.01) (0.09) (0.04) (0.01) 0.00Net realized and unrealized gain(loss) on investments . . . . . . . . . . . . . 1.11 2.90 (2.45) (1.11) 1.13 2.90 (2.46) (1.12)

Total from investmentoperations . . . . . . . . . . . . . . . . . 1.03 2.85 (2.49) (1.12) 1.04 2.86 (2.47) (1.12)

Net Asset Value, End of Period . . . . . . $ 10.27 $ 9.24 $ 6.39 $ 8.88 $ 10.31 $ 9.27 $ 6.41 $ 8.88

Total Return (%) . . . . . . . . . . . . . . . . . . . 11.1 44.6 (28.0) (11.2)(b) 11.2 44.6 (27.8) (11.2)(b)Ratio of operating expenses to averagenet assets before expensereductions (%) . . . . . . . . . . . . . . . . . . . 1.40 1.38 1.30 1.30 (c) 1.30 1.28 1.20 1.20 (c)

Ratio of operating expenses to averagenet assets after expensereductions (%) (d) . . . . . . . . . . . . . . . . 1.40 — — — 1.30 — — —

Ratio of net investment income (loss)to average net assets (%) . . . . . . . . . . (1.05) (0.93) (0.85) (0.51)(c) (0.95) (0.84) (0.72) (0.41)(c)

Portfolio turnover rate (%) . . . . . . . . . . 50 38 33 67 (c) 50 38 33 67 (c)Net assets, end of period (000) . . . . . . . $34,664 $22,385 $9,403 $4,493 $14,545 $10,029 $2,235 $ 6The ratios of operating expenses toaverage net assets without givingeffect to the contractual expenseagreement would have been (%) . . . . 1.40 1.57 1.76 2.94 (c) 1.30 1.47 1.66 2.84 (c)


275



2004 2003 2002 2001 2000

Net Asset Value, Beginning of Period . . . . . . . . . . . . . . . . . . . . . . . . . . $ 189.55 $ 138.89 $ 177.25 $ 210.41 $ 201.73

Income From Investment OperationsNet investment income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.27) (0.34) 0.14 0.34 0.42Net realized and unrealized gain (loss) on investments . . . . . . . . . . . 31.32 51.00 (38.32) (19.28) 10.13

Total from investment operations . . . . . . . . . . . . . . . . . . . . . . . . 31.05 50.66 (38.18) (18.94) 10.55

Less DistributionsDistributions from net investment income . . . . . . . . . . . . . . . . . . . . . . 0.00 0.00 (0.18) (0.53) (0.01)Distributions from net realized capital gains . . . . . . . . . . . . . . . . . . . . 0.00 0.00 0.00 (12.67) (1.86)Distributions in excess of net realized capital gains . . . . . . . . . . . . . . 0.00 0.00 0.00 (1.02) 0.00

Total distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.00 0.00 (0.18) (14.22) (1.87)

Net Asset Value, End of Period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 220.60 $ 189.55 $ 138.89 $ 177.25 $ 210.41

Total Return (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16.4 36.5 (21.6) (8.8) 5.2Ratio of operating expenses to average net assets before expensereductions (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.98 0.99 0.97 1.00 0.96

Ratio of operating expenses to average net assets after expensereductions (%) (d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.95 — 0.97 1.00 0.95

Ratio of net investment income (loss) to average net assets (%) . . . . (0.13) (0.21) 0.14 0.18 0.22Portfolio turnover rate (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 135 118 99 111 148Net assets, end of period (000) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $368,666 $348,406 $281,477 $406,525 $486,439The ratios of operating expenses to average net assets withoutgiving effect to the contractual expense agreement would havebeen (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — 1.00 0.95

Class B Class E



December 31,2002



December 31,20012004 2003 2004 2003 2002

Net Asset Value, Beginning of Period . . . . . $188.59 $138.20 $144.89 $188.95 $138.65 $177.03 $179.40

Income From Investment OperationsNet investment income (loss) . . . . . . . . . . . . 0.08 (0.24) 0.00 (0.45) (0.37) 0.03 0.07Net realized and unrealized gain (loss) oninvestments . . . . . . . . . . . . . . . . . . . . . . . . . 30.53 50.63 (6.69) 31.07 50.67 (38.32) (2.44)

Total from investment operations . . . 30.61 50.39 (6.69) 30.62 50.30 (38.29) (2.37)

Less DistributionsDistributions from net investmentincome . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.00 0.00 0.00 0.00 0.00 (0.09) 0.00

Total distributions . . . . . . . . . . . . . . . . 0.00 0.00 0.00 0.00 0.00 (0.09) 0.00

Net Asset Value, End of Period . . . . . . . . . . . $219.20 $188.59 $138.20 $219.57 $188.95 $138.65 $177.03

Total Return (%) . . . . . . . . . . . . . . . . . . . . . . . 16.2 36.5 (4.6)(b) 16.2 36.3 (21.6) (1.3)(b)Ratio of operating expenses to average netassets before expense reductions (%) . . . . 1.23 1.24 1.22 (c) 1.13 1.14 1.12 1.15 (c)

Ratio of operating expenses to average netassets after expense reductions (%) (d) . . 1.20 — 1.22 (c) 1.10 — 1.12 1.15 (c)

Ratio of net investment income (loss) toaverage net assets (%) . . . . . . . . . . . . . . . . (0.07) (0.46) 0.00 (c) (0.26) (0.37) (0.01) 0.03 (c)

Portfolio turnover rate (%) . . . . . . . . . . . . . . . 135 118 99 135 118 99 111Net assets, end of period (000) . . . . . . . . . . . $ 6,440 $ 98 $ 1 $47,131 $31,759 $10,242 $ 2,142The ratios of operating expenses to averagenet assets without giving effect to thecontractual expense agreement wouldhave been (%) . . . . . . . . . . . . . . . . . . . . . . . . — — — — — — 1.15 (c)


276



2004 2003 2002 2001 2000



Total from investment operations . . . . . . . . . . . . . . . . . . . . . 2.12 3.77 (2.12) 0.09 (0.44)

Less DistributionsDistributions from net investment income . . . . . . . . . . . . . . . . . . . . (0.06) (0.07) (0.05) (0.03) (0.11)Distributions from net realized capital gains . . . . . . . . . . . . . . . . . 0.00 0.00 (0.01) 0.00 (1.60)



Total Return (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17.8 46.1 (20.5) 0.9 (3.8)Ratio of operating expenses to average net assets (%) . . . . . . . . . . 0.37 0.47 0.49 0.55 0.55Ratio of net investment income to average net assets (%) . . . . . . . 0.97 0.89 0.99 1.03 0.89Portfolio turnover rate (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39 42 53 47 78Net assets, end of period (000) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $254,898 $216,744 $131,184 $141,958 $125,738The ratios of operating expenses to average net assets withoutgiving effect to the contractual expense agreement would havebeen (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — 0.56 0.55

Class B Class E


January 2,2001(a)through

December 31,2001



December 31,20012004 2003 2002 2004 2003 2002

Net Asset Value, Beginning ofPeriod . . . . . . . . . . . . . . . . . . . . . . . . $ 11.80 $ 8.16 $ 10.33 $ 9.84 $ 11.92 $ 8.23 $10.42 $10.46


Net investment income . . . . . . . . . . . 0.08 0.05 0.05 0.06 0.09 0.07 0.07 0.01Net realized and unrealized gain(loss) on investments . . . . . . . . . . . 1.98 3.65 (2.17) 0.46 1.99 3.69 (2.20) (0.05)

Total from investmentoperations . . . . . . . . . . . . . . 2.06 3.70 (2.12) 0.52 2.08 3.76 (2.13) (0.04)

Less DistributionsDistributions from net investmentincome . . . . . . . . . . . . . . . . . . . . . . . (0.04) (0.06) (0.04) (0.03) (0.05) (0.07) (0.05) 0.00

Distributions from net realizedcapital gains . . . . . . . . . . . . . . . . . . 0.00 0.00 (0.01) 0.00 0.00 0.00 (0.01) 0.00

Total distributions . . . . . . . . . (0.04) (0.06) (0.05) (0.03) (0.05) (0.07) (0.06) 0.00

Net Asset Value, End of Period . . . . $ 13.82 $ 11.80 $ 8.16 $10.33 $ 13.95 $ 11.92 $ 8.23 $10.42

Total Return (%) . . . . . . . . . . . . . . . . . 17.4 45.7 (20.6) 5.3 (b) 17.5 46.0 (20.6) (0.4)(b)Ratio of operating expenses toaverage net assets (%) . . . . . . . . . . 0.62 0.72 0.74 0.80 (c) 0.52 0.62 0.64 0.70 (c)

Ratio of net investment income toaverage net assets (%) . . . . . . . . . . 0.77 0.64 0.79 0.83 (c) 0.82 0.74 1.08 1.58 (c)

Portfolio turnover rate (%) . . . . . . . . 39 42 53 47 39 42 53 47Net assets, end of period (000) . . . . . $76,322 $39,911 $13,267 $7,292 $51,061 $38,059 $6,259 $ 8The ratios of operating expenses toaverage net assets without givingeffect to the contractual expenseagreement would havebeen (%) . . . . . . . . . . . . . . . . . . . . . . — — — 0.81 (c) — — — 0.71 (c)

(a) Commencement of operations(b) Periods less than one year are not computed on an annualized basis.(c) Computed on an annualized basis.

277



2004 2003 2002 2001 2000


Income From Investment OperationsNet investment income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.04) (0.04) (0.04) (0.04) (0.03)Net realized and unrealized gain (loss) on investments . . . . . . . . . 1.40 3.60 (3.14) (1.27) (1.40)


Less distributionsDistributions from net realized capital gains . . . . . . . . . . . . . . . . . 0.00 0.00 0.00 (1.10) 0.00

Total distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.00 0.00 0.00 (1.10) 0.00



Ratio of operating expenses to average net assets after expensereductions (%) (d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.60 0.63 — — 0.58

Ratio of net investment income (loss) to average netassets (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.31) (0.39) (0.38) (0.34) (0.19)

Portfolio turnover rate (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28 25 44 38 68Net assets, end of period (000) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $312,834 $297,728 $210,410 $298,699 $337,343

Class B Class E



December 31,2002



December 31,20012004 2003 2004 2003 2002

Net Asset Value, Beginning ofPeriod . . . . . . . . . . . . . . . . . . . . . . $ 12.11 $ 8.59 $ 8.67 $ 12.15 $ 8.64 $11.80 $12.22


Net investment income (loss) . . . . (0.03) (0.01) (0.01) (0.05) (0.03) (0.02) 0.00Net realized and unrealized gain(loss) on investments . . . . . . . . . . 1.36 3.53 (0.07) 1.39 3.54 (3.14) (0.42)

Total from investmentoperations . . . . . . . . . . . . . 1.33 3.52 (0.08) 1.34 3.51 (3.16) (0.42)

Net Asset Value, End of Period . . . $ 13.44 $12.11 $ 8.59 $ 13.49 $ 12.15 $ 8.64 $11.80

Total Return (%) . . . . . . . . . . . . . . . 11.0 41.0 (0.9)(b) 11.0 40.6 (26.8) (3.4)(b)Ratio of operating expenses toaverage net assets beforeexpense reductions (%) . . . . . . . . 0.85 0.88 0.86 (c) 0.75 0.78 0.76 0.76 (c)

Ratio of operating expenses toaverage net assets after expensereductions (%) (d) . . . . . . . . . . . . . 0.85 0.88 — 0.75 0.78 — —

Ratio of net investment income(loss) to average netassets (%) . . . . . . . . . . . . . . . . . . . (0.52) (0.59) (0.63)(c) (0.45) (0.52) (0.53) 0.00 (c)

Portfolio turnover rate (%) . . . . . . . 28 25 44 28 25 44 38Net assets, end of period (000) . . . $15,516 $ 152 $ 3 $18,321 $11,353 $1,809 $ 0.1


278



2004 2003 2002 2001 2000




Less DistributionsDistributions from net investment income . . . . . . . . . . . . . . . . . . . . (0.14) (0.06) (0.08) (0.03) (0.08)Distributions from net realized capital gains . . . . . . . . . . . . . . . . . 0.00 0.00 0.00 (0.38) 0.00



Total Return (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18.2 28.0 (17.5) (20.6) (10.1)Ratio of operating expenses to average net assets before expensereductions (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.08 1.13 1.12 1.16 —

Ratio of operating expenses to average net assets after expensereductions (%) (d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.06 1.11 1.12 1.14 1.09


Class B Class E



December 31,2002



December 31,20012004 2003 2004 2003 2002

Net Asset Value, Beginning ofPeriod . . . . . . . . . . . . . . . . . . . . . . $ 9.76 $ 7.69 $ 9.39 $ 9.79 $ 7.71 $ 9.43 $10.91


Net investment income . . . . . . . . . 0.07 0.03 0.02 0.07 0.08 0.08 0.00Net realized and unrealized gain(loss) on investments . . . . . . . . . 1.67 2.09 (1.72) 1.68 2.05 (1.73) (1.48)

Total from investmentoperations . . . . . . . . . . . . 1.74 2.12 (1.70) 1.75 2.13 (1.65) (1.48)

Less DistributionsDistributions from netinvestment income . . . . . . . . . . . (0.12) (0.05) 0.00 (0.13) (0.05) (0.07) 0.00

Total distributions . . . . . . . (0.12) (0.05) 0.00 (0.13) (0.05) (0.07) 0.00

Net Asset Value, End ofPeriod . . . . . . . . . . . . . . . . . . . . . . $ 11.38 $ 9.76 $ 7.69 $ 11.41 $ 9.79 $ 7.71 $ 9.43

Total Return (%) . . . . . . . . . . . . . . 18.0 27.8 (18.1)(b) 18.0 27.9 (17.6) (13.6)(b)Ratio of operating expenses toaverage net assets beforeexpense reductions (%) . . . . . . . 1.33 1.38 1.37 (c) 1.23 1.28 1.27 1.31 (c)

Ratio of operating expenses toaverage net assets afterexpense reductions (%) (d) . . . . 1.31 1.36 1.37 (c) 1.21 1.26 1.27 1.30 (c)

Ratio of net investment income toaverage net assets (%) . . . . . . . . 0.56 (0.04) 0.35 (c) 0.70 0.93 0.57 (0.17)(c)

Portfolio turnover rate (%) . . . . . . 90 148 50 90 148 50 68Net assets, end of period (000) . . . $24,612 $14,859 $ 1 $58,712 $47,619 $17,262 $2,194


279

Morgan Stanley EAFE Index PortfolioClass A





Less DistributionsDistributions from net investment income . . . . . . . . . . . . . . . . . . . . (0.07) (0.14) (0.04) (0.03) (0.11)Distributions from net realized capital gains . . . . . . . . . . . . . . . . . 0.00 0.00 0.00 (0.01) (0.08)



Total Return (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19.6 37.6 (16.6) (21.7) (14.5)Ratio of operating expenses to average net assets (%) . . . . . . . . . . 0.59 0.71 0.73 0.70 0.58Ratio of net investment income to average net assets (%) . . . . . . . 2.01 1.85 1.43 1.00 0.76Portfolio turnover rate (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 43 23 9 10Net assets, end of period (000) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $210,034 $176,835 $112,325 $112,775 $100,950The ratios of operating expenses to average net assets withoutgiving effect to the contractual expense agreement would havebeen (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 0.79 0.82 0.78

Class B Class E



December 31,2001



December 31,20012004 2003 2002 2004 2003 2002

Net Asset Value, Beginning ofPeriod . . . . . . . . . . . . . . . . . . . . . . $ 9.68 $ 7.18 $ 8.66 $11.12 $ 9.77 $ 7.25 $ 8.74 $10.43


Net investment income . . . . . . . . . 0.12 0.11 0.06 0.04 0.19 0.13 0.06 0.00Net realized and unrealized gain(loss) on investments . . . . . . . . . 1.74 2.51 (1.50) (2.46) 1.70 2.52 (1.51) (1.69)


Less DistributionsDistributions from netinvestment income . . . . . . . . . . . (0.06) (0.12) (0.04) (0.03) (0.07) (0.13) (0.04) 0.00

Distributions from net realizedcapital gains . . . . . . . . . . . . . . . . 0.00 0.00 0.00 (0.01) 0.00 0.00 0.00 0.00

Total distributions . . . . . . . (0.06) (0.12) (0.04) (0.04) (0.07) (0.13) (0.04) 0.00

Net Asset Value, End ofPeriod . . . . . . . . . . . . . . . . . . . . . . $ 11.48 $ 9.68 $ 7.18 $ 8.66 $ 11.59 $ 9.77 $ 7.25 $ 8.74

Total Return (%) . . . . . . . . . . . . . . . 19.3 37.2 (16.8) (21.8)(b) 19.4 37.3 (16.7) (16.2)(b)Ratio of operating expenses toaverage net assets (%) . . . . . . . . 0.84 0.96 0.98 0.95 (c) 0.74 0.86 0.88 0.85 (c)

Ratio of net investment income toaverage net assets (%) . . . . . . . . 1.60 1.45 1.11 0.46 (c) 1.91 1.42 1.02 0.00 (c)

Portfolio turnover rate (%) . . . . . . 38 43 23 9 38 43 23 9Net assets, end of period (000) . . . $73,707 $27,933 $9,654 $4,099 $73,449 $54,269 $9,838 $ 61The ratios of operating expensesto average net assets withoutgiving effect to the contractualexpense agreement would havebeen (%) . . . . . . . . . . . . . . . . . . . . — — 1.04 1.07 (c) — — 0.94 0.97 (c)


280



2004 2003 2002 2001 2000




Less DistributionsDistributions from net investment income . . . . . . . . . . . . . . . . . . . . (0.19) (0.21) (0.17) (0.31) (0.01)Distributions from net realized capital gains . . . . . . . . . . . . . . . . . 0.00 0.00 0.00 (1.25) (0.04)



Total Return (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16.4 30.5 (16.0) (16.1) (1.6)Ratio of operating expenses to average net assets (%) . . . . . . . . . . 0.81 0.84 0.81 0.80 0.78Ratio of net investment income to average net assets (%) . . . . . . . 0.95 1.35 1.27 2.90 1.43Portfolio turnover rate (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79 65 45 36 58Net assets, end of period (000) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $195,181 $179,334 $143,518 $183,296 $211,354


throughDecember 31,

2004



December 31,20012004 2003 2002

Net Asset Value, Beginning of Period . . . . . . . . . . . . . . . . . . . . $11.59 $ 11.40 $ 8.96 $10.85 $12.21

Income From Investment OperationsNet investment income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.02 0.11 0.13 0.19 0.00Net realized and unrealized gain (loss) on investments . . . . . 1.43 1.71 2.52 (1.91) (1.36)

Total from investment operations . . . . . . . . . . . . . . . . . . 1.45 1.82 2.65 (1.72) (1.36)

Less DistributionsDistributions from net investment income . . . . . . . . . . . . . . . . 0.00 (0.18) (0.21) (0.17) 0.00

Total distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.00 (0.18) (0.21) (0.17) 0.00

Net Asset Value, End of Period . . . . . . . . . . . . . . . . . . . . . . . . . $13.04 $ 13.04 $ 11.40 $ 8.96 $10.85

Total Return (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12.5(b) 16.1 30.4 (16.1) (11.1)(b)Ratio of operating expenses to average net assets (%) . . . . . . 1.06(c) 0.96 0.99 0.96 0.95 (c)Ratio of net investment income to average net assets (%) . . . 0.54(c) 0.81 1.08 1.18 0.95 (c)Portfolio turnover rate (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79 79 65 45 36Net assets, end of period (000) . . . . . . . . . . . . . . . . . . . . . . . . . . $3,646 $15,303 $10,515 $2,870 $ 47


281



2004 2003 2002 2001 2000

Net Asset Value, Beginning of Period . . . . . . . . . . . . . . . . $ 15.13 $ 13.07 $ 15.51 $ 18.38 $ 18.27

Income From Investment OperationsNet investment income . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.32 0.30 0.42 0.49 0.62Net realized and unrealized gain (loss) oninvestments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.95 2.30 (2.53) (1.62) (0.43)

Total from investment operations . . . . . . . . . . . . . 1.27 2.60 (2.11) (1.13) 0.19

Less DistributionsDistributions from net investment income . . . . . . . . . . . . (0.29) (0.54) (0.33) (0.78) 0.00Distributions from net realized capital gains . . . . . . . . . . 0.00 0.00 0.00 (0.96) (0.08)

Total distributions . . . . . . . . . . . . . . . . . . . . . . . . . . (0.29) (0.54) (0.33) (1.74) (0.08)

Net Asset Value, End of Period . . . . . . . . . . . . . . . . . . . . . $ 16.11 $ 15.13 $ 13.07 $ 15.51 $ 18.38

Total Return (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.5 20.6 (13.9) (6.3) 1.0Ratio of operating expenses to average net assetsbefore expense reductions (%) . . . . . . . . . . . . . . . . . . . . . 0.50 0.51 0.49 0.49 0.46

Ratio of operating expenses to average net assets afterexpense reductions (%) (d) . . . . . . . . . . . . . . . . . . . . . . . . 0.49 0.50 0.48 0.47 0.46

Ratio of net investment income to average netassets (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.99 2.00 2.68 2.73 3.26

Portfolio turnover rate (%) . . . . . . . . . . . . . . . . . . . . . . . . . 232 211 112 131 131Net assets, end of period (000) . . . . . . . . . . . . . . . . . . . . . . $1,875,196 $1,922,067 $1,688,913 $2,345,064 $2,756,922


throughDecember 31,

2004



December 31,20012004 2003 2002

Net Asset Value, Beginning of Period . . . . . . . . . . . . . $ 14.97 $ 15.11 $ 13.06 $ 15.51 $16.18

Income From Investment OperationsNet investment income . . . . . . . . . . . . . . . . . . . . . . . . . 0.11 0.29 0.41 0.40 0.01Net realized and unrealized gain (loss) oninvestments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.95 0.94 2.17 (2.52) (0.68)

Total from investment operations . . . . . . . . . . . 1.06 1.23 2.58 (2.12) (0.67)

Less DistributionsDistributions from net investment income . . . . . . . . . 0.00 (0.27) (0.53) (0.33) 0.00Distributions from net realized capital gains . . . . . . . 0.00 0.00 0.00 0.00 0.00

Total distributions . . . . . . . . . . . . . . . . . . . . . . . . 0.00 (0.27) (0.53) (0.33) 0.00

Net Asset Value, End of Period . . . . . . . . . . . . . . . . . . $ 16.03 $ 16.07 $ 15.11 $ 13.06 $15.51

Total Return (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.1(b) 8.3 20.4 (13.9) (4.1)(b)Ratio of operating expenses to average net assetsbefore expense reductions (%) . . . . . . . . . . . . . . . . . . 0.75(c) 0.65 0.66 0.64 0.64 (c)

Ratio of operating expenses to average net assetsafter expense reductions (%) (d) . . . . . . . . . . . . . . . . 0.74(c) 0.64 0.65 0.63 0.62 (c)

Ratio of net investment income to average netassets (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.27(c) 1.88 1.80 2.53 2.58 (c)

Portfolio turnover rate (%) . . . . . . . . . . . . . . . . . . . . . . 232 232 211 112 131Net assets, end of period (000) . . . . . . . . . . . . . . . . . . . $20,413 $85,223 $52,609 $11,490 $ 22


282



2004 2003 2002 2001 2000




Less DistributionsDistributions from net investment income . . . . . . . . . . . . . . . . . . . . (4.52) (1.79) (4.47) (6.60) 0.00Distributions from net realized capital gains . . . . . . . . . . . . . . . . . (0.78) 0.00 (11.33) (30.39) (4.41)





Ratio of net investment income to average net assets (%) . . . . . . . 2.60 2.55 2.98 2.96 3.14Portfolio turnover rate (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89 62 91 160 48Net assets, end of year (000) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $268,870 $148,601 $133,092 $157,716 $181,270

Class B Class E



December 31,2002

April 26, 2004(a)through

December 31,20042004 2003

Net Asset Value, Beginning of Period . . . . . . . . . . . . . . . . . . . . . $ 136.93 $119.01 $129.24 $135.61

Income From Investment OperationsNet investment income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.64 2.53 0.99 2.33Net realized and unrealized gain (loss) on investments . . . . . . 11.01 17.11 (11.22) 9.35

Total from investment operations . . . . . . . . . . . . . . . . . . . 14.65 19.64 (10.23) 11.68

Less DistributionsDistributions from net investment income . . . . . . . . . . . . . . . . . (4.21) (1.72) 0.00 0.00Distributions from net realized capital gains . . . . . . . . . . . . . . . (0.78) 0.00 0.00 0.00

Total distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4.99) (1.72) 0.00 0.00

Net Asset Value, End of Period . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 146.59 $136.93 $119.01 $147.29

Total Return (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.0 16.7 (7.9)(b) 8.6(b)Ratio of operating expenses to average net assets beforeexpense reductions (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.89 0.94 0.91 (c) 0.79(c)

Ratio of operating expenses to average net assets afterexpense reductions (%) (d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.88 0.94 — 0.78(c)

Ratio of net investment income to average net assets (%) . . . . 2.39 2.30 2.75 (c) 2.57(c)Portfolio turnover rate (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89 62 91 89Net assets, end of year (000) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $103,373 $29,582 $ 7,168 $89,519

(a) Commencement of operations(b) Periods less than one year are not computed on an annualized basis.(c) Computed on an annualized basis.(d) The Portfolio has entered into arrangements with certain brokers who paid a portion of the Portfolio’s expenses.

283



2004 2003 2002 2001 2000


Income From Investment OperationsNet investment income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.44 4.55 5.30 5.92 7.82Net realized and unrealized gain (loss) on investments . . . . . . . . . 0.41 1.93 3.57 3.20 0.44

Total from investment operations . . . . . . . . . . . . . . . . . . . . . 4.85 6.48 8.87 9.12 8.26

Less DistributionsDistributions from net investment income . . . . . . . . . . . . . . . . . . . . (4.76) (3.60) (5.46) (9.45) 0.00Distributions from net realized capital gains . . . . . . . . . . . . . . . . . (1.99) 0.00 0.00 0.00 0.00

Total distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6.75) (3.60) (5.46) (9.45) 0.00


Total Return (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.4 5.9 8.5 8.8 8.1Ratio of operating expenses to average net assets (%) . . . . . . . . . . 0.46 0.47 0.51 0.49 0.47Ratio of net investment income to average net assets (%) . . . . . . . 3.57 3.69 4.53 5.99 7.37Portfolio turnover rate (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 458 428 356 271 81Net assets, end of period (000) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $814,560 $881,513 $939,369 $349,417 $283,140

Class B Class E



December 31,2001



December 31,20022004 2003 2002 2004 2003

Net Asset Value, Beginning ofPeriod . . . . . . . . . . . . . . . . . . . . . . $ 114.51 $111.84 $108.70 $103.37 $114.98 $112.26 $105.14


Net investment income . . . . . . . . . 3.78 3.57 5.41 0.84 3.52 3.19 1.70Net realized and unrealized gain(loss) on investments . . . . . . . . . 0.73 2.58 3.11 4.49 1.12 3.09 5.42

Total from investmentoperations . . . . . . . . . . . . . 4.51 6.15 8.52 5.33 4.64 6.28 7.12

Less DistributionsDistributions from netinvestment income . . . . . . . . . . . (4.56) (3.48) (5.38) 0.00 (4.66) (3.56) 0.00

Distributions from net realizedcapital gains . . . . . . . . . . . . . . . . (1.99) 0.00 0.00 0.00 (1.99) 0.00 0.00

Total distributions . . . . . . . (6.55) (3.48) (5.38) 0.00 (6.65) (3.56) 0.00

Net Asset Value, End of Period . . $ 112.47 $114.51 $111.84 $108.70 $112.97 $114.98 $112.26

Total Return (%) . . . . . . . . . . . . . . . 4.2 5.6 8.2 5.2(b) 4.3 5.7 6.8(b)Ratio of operating expenses toaverage net assets (%) . . . . . . . . 0.71 0.72 0.76 0.74(c) 0.61 0.62 0.66(c)

Ratio of net investment income toaverage net assets (%) . . . . . . . . 3.35 3.40 4.28 5.07(c) 3.44 3.48 4.25(c)

Portfolio turnover rate (%) . . . . . . 458 428 356 271 458 428 356Net assets, end of period (000) . . . $143,107 $91,135 $47,690 $ 7,931 $65,275 $45,534 $18,318

(a) Commencement of operations(b) Periods less than one year are not computed on an annualized basis.(c) Computed on an annualized basis.

284



2004 2003 2002 2001 2000


Income From Investment OperationsNet investment income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.46 0.45 0.47 0.54 0.63Net realized and unrealized gain (loss) on investments . . . . . . . . . (0.02) (0.06) 0.57 0.19 0.45


Less DistributionsDistributions from net investment income . . . . . . . . . . . . . . . . . . . . (0.35) (0.63) (0.33) (0.17) (0.63)



Total Return (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.1 3.6 10.2 7.4 11.4Ratio of operating expenses to average net assets (%) . . . . . . . . . . 0.32 0.34 0.34 0.38 0.37Ratio of net investment income to average net assets (%) . . . . . . . 4.42 4.44 5.14 5.66 6.54Portfolio turnover rate (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 46 48 18 15Net assets, end of period (000) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $550,456 $500,629 $346,774 $254,357 $145,837

Class B Class E


January 2,2001(a)through

December 31,2001



December 31,20012004 2003 2002 2004 2003 2002

Net Asset Value, Beginningof Period . . . . . . . . . . . . . . . . $ 10.79 $ 11.04 $ 10.37 $ 9.93 $ 10.89 $ 11.14 $ 10.45 $ 9.97


Net investment income . . . . . 0.36 0.40 0.38 0.38 0.44 0.52 0.45 0.02Net realized and unrealizedgain (loss) oninvestments . . . . . . . . . . . . . 0.04 (0.04) 0.61 0.23 (0.02) (0.15) 0.57 0.46

Total from investmentoperations . . . . . . . . . 0.40 0.36 0.99 0.61 0.42 0.37 1.02 0.48

Less DistributionsDistributions from netinvestment income . . . . . . . (0.32) (0.61) (0.32) (0.17) (0.34) (0.62) (0.33) 0.00

Total distributions . . . (0.32) (0.61) (0.32) (0.17) (0.34) (0.62) (0.33) 0.00

Net Asset Value, End ofPeriod . . . . . . . . . . . . . . . . . . $ 10.87 $ 10.79 $ 11.04 $ 10.37 $ 10.97 $ 10.89 $ 11.14 $10.45

Total Return (%) . . . . . . . . . . . 3.8 3.4 9.9 6.1 (b) 3.9 3.5 10.1 4.8(b)Ratio of operating expensesto average netassets (%) . . . . . . . . . . . . . . . 0.57 0.59 0.59 0.63 (c) 0.47 0.49 0.49 0.53(c)

Ratio of net investmentincome to average netassets (%) . . . . . . . . . . . . . . . 4.16 4.20 4.89 5.33 (c) 4.26 4.29 4.90 5.74(c)

Portfolio turnover rate (%) . . 27 46 48 18 27 46 48 18Net assets, end ofperiod (000) . . . . . . . . . . . . . $170,958 $73,938 $45,788 $16,276 $200,270 $115,749 $32,511 $ 87


285



2004 2003 2002 2001 2000


Income From Investment OperationsNet investment income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.46 0.51 0.69 0.70 0.77Net realized and unrealized gain (loss) on investments . . . . . . . . . . 0.35 0.92 0.35 0.04 (0.02)

Total from investment operations . . . . . . . . . . . . . . . . . . . . . . 0.81 1.43 1.04 0.74 0.75

Less DistributionsDistributions from net investment income . . . . . . . . . . . . . . . . . . . . . (0.38) (0.26) (0.80) (0.96) 0.00

Total distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.38) (0.26) (0.80) (0.96) 0.00


Total Return (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.6 12.6 9.6 6.6 7.0Ratio of operating expenses to average net assets (%) . . . . . . . . . . . 0.77 0.81 0.85 0.84 0.78Ratio of net investment income to average net assets (%) . . . . . . . . 3.79 4.66 6.25 6.44 6.90Portfolio turnover rate (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 393 329 239 248 360Net assets, end of period (000) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $164,213 $153,549 $122,023 $109,448 $95,434

Class B Class E


July 30,2002(a)through

December 31,2002



December 31,20012004 2003 2004 2003 2002

Net Asset Value, Beginning ofPeriod . . . . . . . . . . . . . . . . . . . . . . . . . . $ 12.58 $11.41 $10.43 $ 12.58 $ 11.42 $ 11.20 $10.80

Income From Investment OperationsNet investment income . . . . . . . . . . . . . 0.39 0.23 0.14 0.38 0.42 0.73 0.10Net realized and unrealized gain(loss) on investments . . . . . . . . . . . . . 0.38 1.19 0.84 0.41 0.99 0.29 0.30

Total from investmentoperations . . . . . . . . . . . . . . . . 0.77 1.42 0.98 0.79 1.41 1.02 0.40

Less DistributionsDistributions from net investmentincome . . . . . . . . . . . . . . . . . . . . . . . . . (0.36) (0.25) 0.00 (0.37) (0.25) (0.80) 0.00

Total distributions . . . . . . . . . . . (0.36) (0.25) 0.00 (0.37) (0.25) (0.80) 0.00

Net Asset Value, End of Period . . . . . . $ 12.99 $12.58 $11.41 $ 13.00 $ 12.58 $ 11.42 $11.20

Total Return (%) . . . . . . . . . . . . . . . . . . 6.3 12.6 9.4(b) 6.5 12.5 9.4 3.7(b)Ratio of operating expenses toaverage net assets (%) . . . . . . . . . . . . 1.02 1.06 1.10(c) 0.92 0.96 1.00 0.99(c)

Ratio of net investment income toaverage net assets (%) . . . . . . . . . . . . 3.66 3.95 5.66(c) 3.64 4.34 6.03 5.50(c)

Portfolio turnover rate (%) . . . . . . . . . . 393 329 239 393 329 239 248Net assets, end of period (000) . . . . . . . $36,346 $ 268 $ 2 $144,605 $96,026 $26,060 $2,476


286

Salomon Brothers U.S. Government PortfolioClass A



Income From Investment OperationsNet investment income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.20 0.18 0.38 0.37 0.67Net realized and unrealized gain (loss) on investments . . . . . . . . . . 0.18 0.02 0.54 0.41 0.46

Total from investment operations . . . . . . . . . . . . . . . . . . . . . . 0.38 0.20 0.92 0.78 1.13

Less DistributionsDistributions from net investment income . . . . . . . . . . . . . . . . . . . . . (0.16) (0.08) (0.38) (0.75) 0.00Distributions from net realized capital gains . . . . . . . . . . . . . . . . . . . (0.13) (0.12) (0.17) 0.00 0.00

Total distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.29) (0.20) (0.55) (0.75) 0.00


Total Return (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.0 1.7 7.9 6.7 10.5Ratio of operating expenses to average net assets (%) . . . . . . . . . . . 0.64 0.65 0.70 0.70 0.70Ratio of net investment income to average net assets (%) . . . . . . . . 1.56 1.22 2.20 4.49 6.29Portfolio turnover rate (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 977 882 672 362 583Net assets, end of period (000) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $148,047 $154,010 $180,989 $102,066 $57,173The ratios of operating expenses to average net assets withoutgiving effect to the contractual expense agreement would havebeen (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 0.70 0.73 0.71

Class B Class E



December 31,2002



December 31,20012004 2003 2004 2003 2002

Net Asset Value, Beginning of Period . . . $ 12.31 $12.31 $11.88 $ 12.31 $ 12.32 $ 11.96 $11.45

Income From Investment OperationsNet investment income . . . . . . . . . . . . . . . 0.16 0.06 0.04 0.17 0.12 0.31 0.07Net realized and unrealized gain (loss)on investments . . . . . . . . . . . . . . . . . . . . 0.17 0.14 0.39 0.17 0.07 0.42 0.44

Total from investmentoperations . . . . . . . . . . . . . . . . . . . 0.33 0.20 0.43 0.34 0.19 0.73 0.51

Less DistributionsDistributions from net investmentincome . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.13) (0.08) 0.00 (0.14) (0.08) (0.20) 0.00

Distributions from net realized capitalgains . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.13) (0.12) 0.00 (0.13) (0.12) (0.17) 0.00

Total distributions . . . . . . . . . . . . . (0.26) (0.20) 0.00 (0.27) (0.20) (0.37) 0.00

Net Asset Value, End of Period . . . . . . . . $ 12.38 $12.31 $12.31 $ 12.38 $ 12.31 $ 12.32 $11.96

Total Return (%) . . . . . . . . . . . . . . . . . . . . . 2.7 1.6 3.6(b) 2.8 1.5 7.7 4.5(b)Ratio of operating expenses to averagenet assets (%) . . . . . . . . . . . . . . . . . . . . . 0.89 0.90 0.95(c) 0.79 0.80 0.85 0.85(c)

Ratio of net investment income toaverage net assets (%) . . . . . . . . . . . . . . 1.81 0.79 1.34(c) 1.42 1.03 2.05 3.39(c)

Portfolio turnover rate (%) . . . . . . . . . . . . 977 882 672 977 882 672 362Net assets, end of period (000) . . . . . . . . . $35,073 $ 347 $ 2 $123,455 $114,450 $67,262 $6,289The ratios of operating expenses toaverage net assets without givingeffect to the contractual expenseagreement would have been (%) . . . . . . — — 0.95(c) — — 0.85 0.88(c)


287



2004 2003 2002 2001 2000


Income From Investment OperationsNet investment income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.98 0.80 1.41 3.88 6.05


Less DistributionsDistributions from net investment income . . . . . . . . . . . . . . . . . . . . (0.98) (0.80) (1.41) (3.88) (6.05)



Total Return (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.0 0.8 1.4 4.0 6.2Ratio of operating expenses to average net assets (%) . . . . . . . . . . 0.42 0.40 0.43 0.42 0.41Ratio of net investment income to average net assets (%) . . . . . . . 0.97 0.78 1.40 3.80 6.04Net assets, end of Period (000) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $469,674 $610,419 $332,151 $277,381 $242,346

Class B Class E



December 31,2001


2004


December 31,20032004 2003 2002

Net Asset Value, Beginning ofPeriod . . . . . . . . . . . . . . . . . . . . . . $100.00 $100.00 $100.00 $100.00 $100.00 $100.00


Net investment income . . . . . . . . . . 0.73 0.55 1.16 1.95 0.83 0.42

Total from investmentoperations . . . . . . . . . . . . . 0.73 0.55 1.16 1.95 0.83 0.42

Less DistributionsDistributions from net investmentincome . . . . . . . . . . . . . . . . . . . . . . (0.73) (0.55) (1.16) (1.95) (0.83) (0.42)

Total distributions . . . . . . . . (0.73) (0.55) (1.16) (1.95) (0.83) (0.42)

Net Asset Value, End of Period . . . $100.00 $100.00 $100.00 $100.00 $100.00 $100.00

Total Return (%) . . . . . . . . . . . . . . . 0.7 0.6 1.2 2.0 (b) 0.8 0.4 (b)Ratio of operating expenses toaverage net assets (%) . . . . . . . . . 0.67 0.65 0.68 0.67 (c) 0.57 0.55 (c)

Ratio of net investment income toaverage net assets (%) . . . . . . . . . 0.74 0.65 1.15 1.65 (c) 0.88 0.58 (c)

Net assets, end of Period (000) . . . $78,809 $75,083 $57,260 $15,407 $11,619 $ 6,858


288

METROPOLITAN SERIES FUND, INC.c/o MetLife Advisers, LLC

501 Boylston StreetBoston, Massachusetts 02116

(800) 638-7732

Statement of Additional Information (SAI)

The Fund’s SAI contains more detailed information about the Fund. The SAI is incorporated byreference into this prospectus, which means that it is a part of this prospectus for legal purposes.

Shareholder Reports

The Fund’s annual and semi-annual reports to shareholders contain additional information abouteach Portfolio. The Fund’s annual report discusses the market conditions and investmentstrategies that significantly affected each Portfolio’s performance during its last fiscal year.

To obtain copies of these materials:

You may obtain free copies of the SAI or shareholder reports, request other information about aPortfolio, or make shareholder inquiries by calling toll-free (800) 638-7732. Free copies of the SAIand shareholder reports are available at the following website: www.metlife.com/msf.

You may review and copy information about the Fund, including the SAI and shareholder reports,at the Securities and Exchange Commission’s Public Reference Room in Washington, D.C. Youmay call 1-202-942-8090 for information about the operation of the Public Reference Room. Youmay also access reports and other information about the Fund on the Internet athttp://www.sec.gov. You may get copies of this information, upon payment of a duplication fee, byelectronic request at the following E-mail address: [email protected], or by writing the PublicReference Station of the Securities and Exchange Commission, Washington, D.C. 20549-0102.

Metropolitan Series Fund, Inc.’s Investment Company Act file number is 811-03618.

289

MET INVESTORSS E R I E S T R U S T

Met/AIM Mid Cap Core Equity Portfolio

Met/AIM Small Cap Growth Portfolio

Harris Oakmark International Portfolio

Janus Aggressive Growth Portfolio

Lord Abbett Bond Debenture Portfolio

MFS Research International Portfolio

Neuberger Berman Real Estate Portfolio

Oppenheimer Capital Appreciation Portfolio

PIMCO Total Return Portfolio

RCM Global Technology Portfolio(formerly PIMCO PEA Innovation Portfolio)

T. Rowe Price Mid-Cap Growth Portfolio

Class A, Class B and Class E Shares

PROSPECTUS

May 1, 2005

Like all securities, these securities have not been approved or disapproved by theSecurities and Exchange Commission, nor has the Securities and Exchange

Commission passed upon the accuracy or adequacy of this Prospectus.Any representation to the contrary is a criminal offense.

MET INVESTORSS E R I E S T R U S T

TABLE OF CONTENTS

PAGE

INTRODUCTION 3Understanding the Trust 3Understanding the Portfolios 3

THE PORTFOLIOS 5

INVESTMENT SUMMARY 5Met/AIM Mid Cap Core Equity Portfolio 6Met/AIM Small Cap Growth Portfolio 9Harris Oakmark International Portfolio 12Janus Aggressive Growth Portfolio 16Lord Abbett Bond Debenture Portfolio 20MFS Research International Portfolio 24Neuberger Berman Real Estate Portfolio 27Oppenheimer Capital Appreciation Portfolio 30PIMCO Total Return Portfolio 33RCM Global Technology Portfolio (formerly PIMCO PEA Innovation Portfolio) 37T. Rowe Price Mid-Cap Growth Portfolio 41

PRIMARY RISKS OF INVESTING IN THE PORTFOLIOS 45ADDITIONAL INVESTMENT STRATEGIES 49MANAGEMENT 61

The Manager 61The Advisers 63Distribution Plans 70

YOUR INVESTMENT 71Shareholder Information 71Dividends, Distributions and Taxes 71Sales and Purchases of Shares 72

FINANCIAL HIGHLIGHTS 77

FOR MORE INFORMATION Back Cover

2

INTRODUCTION

Understanding the Trust

Met Investors Series Trust (the “Trust”) is an open-end management investment company thatoffers a selection of thirty managed investment portfolios or mutual funds, only eleven of whichare offered through this Prospectus (the “Portfolios”). Each of the eleven Portfolios described inthis Prospectus has its own investment objective designed to meet different investment goals.Please see the Investment Summary section of this Prospectus for specific information on eachPortfolio.

Investing Through a Variable Insurance Contract

Class A, Class B and Class E shares of the Portfolios are currently only sold to separate accountsof Metropolitan Life Insurance Company and certain of its affiliates (collectively, “MetLife”) tofund the benefits under certain individual flexible premium variable life insurance policies andindividual and group variable annuity contracts (collectively, “Contracts”).

As a Contract owner, your premium payments are allocated to one or more of the Portfolios inaccordance with your Contract.

A particular Portfolio or class of a Portfolio of the Trust may not be available under the Con-tract you have chosen. The prospectus for the Contracts shows the Portfolios and classes avail-able to you. Please read this Prospectus carefully before selecting a Portfolio. It providesinformation to assist you in your decision. If you would like additional information about aPortfolio, please request a copy of the Statement of Additional Information (“SAI”). For detailsabout how to obtain a copy of the SAI and other reports and information, see the back cover ofthis Prospectus. The SAI is incorporated by reference into this Prospectus.

Some of the Portfolios have names and investment objectives that are very similar to certainpublicly available mutual funds that are managed by the same investment advisers. The Portfo-lios in this Prospectus are not those publicly available mutual funds and will not have the sameperformance. Different performance will result from such factors as different implementation ofinvestment policies, different investment restrictions, different cash flows into and out of thePortfolios, different fees, and different asset sizes.

Understanding the Portfolios

After this Introduction you will find an Investment Summary for each Portfolio. Each InvestmentSummary presents important facts about a Portfolio, including information about its investmentobjective, principal investment strategy, primary risks, fees and expenses and past performance.

Each of the Portfolios falls into one of two categories of funds. A particular type of Portfolio maybe more appropriate for you depending upon your investment needs. Please see the Risk/Rewardspectrum on the next page which lists the Portfolios in order of risk/reward from highest to lowest.

PLEASE SEE THE CONTRACT

PROSPECTUS THAT ACCOM-PANIES THIS PROSPECTUS FOR A

DETAILED EXPLANATION OF

YOUR CONTRACT.

3

Description of Types of Funds:

EQUITY FUNDS

Although they may involve more risk, historically, equity securitiessuch as common stocks have offered higher returns than bonds orother investments over the long term. A domestic equity fundprincipally invests in equity securities of U.S. companies and mayalso, to a minor extent, invest in securities of companies locatedoutside the United States. An international equity fund principallyinvests in the equity securities of companies located outside theUnited States.

FIXED INCOME FUNDS

Fixed income securities are securities that pay a specified rate ofreturn. Historically, fixed income funds are not as volatile as equityfunds. These funds may lend stability to a portfolio made up pri-marily of stocks.

Before you choose a Portfolio, please consider…

All of the Portfolios involve risk, but there is also the potential forreward. You can lose money—and you can make money. The Portfo-lios are structured so that each offers a different degree of risk andreward than others.

Notice the scale at the right. It covers, in the opinion of the Portfo-lios’ Manager, the full spectrum of risk/reward of the Portfolios de-scribed in this Prospectus. Please note that the scale is for illustrationpurposes only and is not meant to convey the precise degree of differ-ence in risk/reward among the Portfolios.

What risk/reward level is for you? Ask yourself the following:(1) How well do I handle fluctuations in my account value?

The higher a Portfolio is on the risk/ reward spectrum, the moreits price is likely to move up and down on a day to day basis. Ifthis makes you uncomfortable, you may prefer an investment atthe lower end of the scale that may not fluctuate in price asmuch.

(2) Am I looking for a higher rate of return?

Generally, the higher the potential return, the higher the risk. Ifyou find the potential to make money is worth the possibility oflosing more, then a Portfolio at the higher end of the spectrummay be right for you.

A final note: These Portfolios are designed for long-term investment.

RCM Global Technology Portfolio

Met-AIM Small Cap Growth Portfolio










High

er-L

ower

Risk/R

eward

Risk/R

eward

4

THE PORTFOLIOS

INVESTMENT SUMMARY

Each Portfolio’s summary discusses the following :

Investment ObjectiveWhat is the Portfolio’s investment goal?

Principal Investment StrategyHow does the Portfolio attempt to achieve its investment goal? What types of invest-ments does it contain? What style of investing and investment philosophy does it follow?

Primary RisksWhat are the specific risks of investing in the Portfolio?

Past PerformanceHow well has the Portfolio performed over time?

Fees and ExpensesWhat is the cost of investing in the Portfolio?

In addition to its principal investment strategy, each Portfolio may invest in various types ofsecurities and engage in various investment techniques and practices which are not the princi-pal focus of the Portfolio and therefore are not described in the Investment Summary sectionof the Prospectus. These other securities and investment techniques and practices in which aPortfolio may engage, together with their risks, are briefly discussed in “Additional InvestmentStrategies” in this Prospectus.

Following the Investment Summary is the section entitled “Primary Risks of Investing in thePortfolios” which lists some of the factors that may affect the value of a Portfolio’sinvestments.

The SAI provides more detailed information regarding the various types of securities that aPortfolio may purchase and certain investment techniques and practices of its Adviser.

The Contracts may be sold by banks. An investment in a Portfolio of the Trust through aContract is not a deposit or obligation of, or guaranteed by, any bank, and is not federallyinsured by the Federal Deposit Insurance Corporation, the Federal Reserve Board, or anyother agency of the U.S. Government.

EACH PORTFOLIO IN THIS PRO-SPECTUS IS A MUTUAL FUND: A

POOLED INVESTMENT THAT IS

PROFESSIONALLY MANAGED AND

THAT GIVES YOU THE OPPOR-TUNITY TO PARTICIPATE IN FI-NANCIAL MARKETS. EACH

PORTFOLIO STRIVES TO REACH

ITS STATED INVESTMENT OB-JECTIVE, WHICH CAN BE

CHANGED WITHOUT SHARE-HOLDER APPROVAL. AS WITH

ALL MUTUAL FUNDS, THERE IS

NO GUARANTEE THAT A PORTFO-LIO WILL ACHIEVE ITS INVEST-MENT OBJECTIVE.

A PORTFOLIO’S ADVISER MAY

SELL A PORTFOLIO SECURITY

WHEN THE VALUE OF THE IN-VESTMENT REACHES OR EX-CEEDS ITS ESTIMATED FAIR

VALUE, TO TAKE ADVANTAGE OF

MORE ATTRACTIVE FIXED IN-COME YIELD OPPORTUNITIES,WHEN THE ISSUER’S INVEST-MENT FUNDAMENTALS BEGIN

TO DETERIORATE, WHEN THE

PORTFOLIO MUST MEET RE-DEMPTIONS, OR FOR OTHER

INVESTMENT REASONS.

5



Long-term growth of capital.

Principal Investment Strategy:

The Portfolio seeks to meet its objective by investing, normally, at least 80% of its net assetsin equity securities, including convertible securities, of mid-cap companies. In complying withthis 80% investment requirement, the Portfolio’s investments may include synthetic instru-ments. Synthetic instruments are investments that have economic characteristics similar to thePortfolio’s direct investments, and may include warrants, futures, options, exchange-tradedfunds and American Depositary Receipts. The Portfolio considers a company to be a mid-capcompany if it has a market capitalization, at the time of purchase, within the range of thelargest and smallest capitalized companies included in the Russell Midcap Index during themost recent 11-month period (based on month-end data) plus the most recent data during thecurrent month. The Russell Midcap Index measures the performance of the 800 companies inthe Russell 1000 Index with the lowest market capitalization. These companies are consideredrepresentative of medium-sized companies.

The Portfolio may invest up to 20% of its net assets in equity securities of companies in othermarket capitalization ranges and in investment grade debt securities. The Portfolio may alsoinvest up to 25% of its total assets in foreign securities. For risk management purposes, thePortfolio may hold a portion of its assets in cash or cash equivalents including money marketinstruments.

In selecting investments, the portfolio managers seek to identify those companies that are, intheir view, undervalued relative to current or projected earnings, or the current market valueof assets owned by the company. The primary emphasis of the portfolio managers’ search forundervalued equity securities is in four categories: (1) out-of-favor cyclical growth companies;(2) established growth companies that are undervalued compared to historical relative valu-ation parameters; (3) companies where there is early but tangible evidence of improving pros-pects which are not yet reflected in the value of the companies’ equity securities; and (4)companies whose equity securities are selling at prices that do not yet reflect the current mar-ket value of their assets.

Primary Risks:

The value of your investment in the Portfolio may be affected by one or more of the followingrisks, which are described in detail on page 45, any of which could cause the Portfolio’s returnor the price of its shares to decrease or could cause the Portfolio’s yield to fluctuate:

� Market risk

� Foreign investment risk

� Market capitalization risk

� Investment style risk

6

Past Performance:

The information below provides an indication of the risks of investing in the Portfolio byshowing the volatility of the Portfolio’s returns. Both the bar chart and table assume reinvest-ment of dividends and distributions. Note that the results in the bar chart and table do notinclude the effect of Contract charges. If these Contract charges had been included, perform-ance would have been lower. As with all mutual funds, past returns are not a prediction offuture returns.

The bar chart below shows you the performance of the Portfolio’s Class B shares, the Portfo-lio’s oldest Class, for each full calendar year since its inception and indicates how it has variedfrom year to year. The Portfolio can also experience short-term performance swings as in-dicated in the high and low quarter information at the bottom of the chart.

The table below compares the Portfolio’s Class A, Class B and Class E shares’ average annualcompounded total returns for the 1-year period and from inception through 12/31/04, as ap-plicable, with the Russell Midcap Index, which measures the performance of the 800 smallestcompanies in the Russell 1000 Index which represent approximately 24% of the total marketcapitalization of the Russell 1000 Index. The median market capitalization is approximately$3.2 billion. An index does not include transaction costs associated with buying and sellingsecurities or any mutual fund expenses. It is not possible to invest directly in an index.

Average Annual Total Return as of 12/31/04

1 YearSince

InceptionInceptionDate

Class A 14.60% 9.14% 1/2/02Class B 14.32% 11.42% 10/9/01Class E 14.45% 7.71% 4/2/02Russell Midcap Index 20.22% 16.03%** Index performance is from 10/9/01.

PORTFOLIO MANAGEMENT:

� A I M Capital Management, Inc.see page 63

� For financial highlightssee page 77

7

Fees and Expenses:

The following table describes the fees and expenses you would pay if you bought and heldshares of the Portfolio. These fees and expenses are for the year ended December 31, 2004 andare expressed as a percentage of the Portfolio’s average daily net assets. The table and theExample below do not reflect the fees, expenses or withdrawal charges imposed by the Con-tracts. See the Contract prospectus for a description of those fees, expenses and charges.

Shareholder Transaction Expenses—None

Annual Portfolio Operating Expenses (expenses that are deducted from Portfolio assets)


Management Fee(1) 0.73% 0.73% 0.73%

12b-1 Fees None 0.25% 0.15%

Other Expenses 0.10% 0.05% 0.06%

Total Annual Portfolio Operating ExpensesBefore Expense Waiver/Repayment to Manager 0.83% 1.03% 0.94%

Contractual Expense (Waiver)/Repayment to Manager* 0.02% 0.05% 0.04%

Total Annual Portfolio Operating ExpensesAfter Expense Waiver/Repayment to Manager 0.85% 1.08% 0.98%

(1) The management fee has been restated to reflect a reduction in the fee effective January 1,2005. Prior to that date, the management fee was 0.75%. The above table and the Examplebelow assume that the management fee reduction had been in place during all of 2004.

* Met Investors Advisory LLC (the “Manager”) and the Trust have entered into an Expense Limi-tation Agreement whereby the total Annual Portfolio Operating Expenses for the Class A,Class B and Class E shares of the Portfolio will not exceed 0.90%, 1.15% and 1.05%, re-spectively, for the period ended April 30, 2006 and in any year in which the Agreement is ineffect. Under certain circumstances, any fees waived or expenses reimbursed by the Managermay, with the approval of the Trust’s Board of Trustees, be repaid to the Manager.

Example

The following Example is to help you compare the cost of investing in the Portfolio with thecost of investing in other funds.

The Example shows the total expenses you would pay on a $10,000 investment over the timeperiods indicated. The Example assumes a 5% average annual return, that you redeem all ofyour shares at the end of each time period and that you reinvest all of your dividends. TheExample also assumes that total annual operating expenses remain the same and that all ex-pense limitations remain in effect only for the period ended April 30, 2006. The Example is forillustration only, and your actual costs may be higher or lower.

Example of Portfolio Expenses


1 Year $ 87 $ 111 $ 100

3 Years $ 268 $ 334 $ 305

5 Years $ 464 $ 576 $ 526

10 Years $1,030 $1,269 $1,162

8

Met/AIM Small Cap Growth Portfolio




The Portfolio seeks to meet its objective by investing, normally, at least 80% of its net assetsin securities of small-cap companies. In complying with this 80% investment requirement, thePortfolio will invest primarily in marketable equity securities, including convertible securities,but its investments may include other securities, such as synthetic instruments. Synthetic in-struments are investments that have economic characteristics similar to the Portfolio’s directinvestments, and may include warrants, futures, options, exchange-traded funds and AmericanDepositary Receipts. The Portfolio considers a company to be a small-cap company if it has amarket capitalization, at the time of purchase, no larger than the largest capitalized companyincluded in the Russell 2000 Index during the most recent 11-month period (based onmonth-end data) plus the most recent data during the current month, within the range ofmarket capitalizations of companies included in the Russell 2000 Index.

The Portfolio may invest up to 20% of its net assets in equity securities of issuers that havemarket capitalizations, at the time of purchase, outside of the range of market capitalizationsof companies included in the Russell 2000 Index, and in investment-grade non-convertibledebt securities, U.S. government securities and high-quality money market instruments. ThePortfolio may also invest up to 25% of its total assets in foreign securities. For risk manage-ment purposes, the Portfolio may hold a portion of its assets in cash or cash equivalentsincluding money market instruments.

In selecting investments, the portfolio managers seek to identify those companies that havestrong earnings momentum or demonstrate other potential for growth of capital. The portfo-lio managers anticipate that the Portfolio, when fully invested, will generally be comprised ofcompanies that are currently experiencing a greater than anticipated increase in earnings.

Primary Risks:


� Market risk




9


� A I M Capital Management, Inc.see page 63

� For financial highlights seepage 80

Past Performance:



The table below compares the Portfolio’s Class A, Class B and Class E shares’ average annualcompounded total returns for the 1-year period and from inception through 12/31/04, as ap-plicable, with the Russell 2000 Index and the Russell 2000 Growth Index. The Russell 2000Index is an unmanaged index which measures the performance of the 2,000 smallest compa-nies in the Russell 3000 Index which represent approximately 8% of the total market capital-ization of the Russell 3000 Index. The Russell 2000 Growth Index is an unmanaged indexwhich measures the performance of those Russell 2000 companies with higher price-to-bookratios and higher forecasted growth values. An index does not include transaction costs asso-ciated with buying and selling securities or any mutual fund expenses. It is not possible to in-vest directly in an index.


1 YearSince


Class A 6.73% 2.71% 1/2/02Class B 6.43% 7.79% 10/9/01Class E 6.58% 3.84% 4/2/02Russell 2000 Index 18.33% 16.68%*Russell 2000 Growth Index 48.54% 11.00%** Index performance is from 10/9/01.

10

Fees and Expenses:





Management Fee(1) 0.90% 0.90% 0.90%

12b-1 Fees None 0.25% 0.15%


Total Annual Portfolio Operating ExpensesBefore Expense Waiver/ Repayment to Manager 1.02% 1.23% 1.13%

Contractual Expense (Waiver)/Repayment to Manager* .01% .06% 0.05%



* The Manager and the Trust have entered into an Expense Limitation Agreement whereby thetotal Annual Portfolio Operating Expenses for the Class A, Class B and Class E shares of thePortfolio will not exceed 1.05%, 1.30% and 1.20%, respectively, for the period ended April 30,2006 and in any year in which the Agreement is in effect. Under certain circumstances, anyfees waived or expenses reimbursed by the Manager may, with the approval of the Trust’sBoard of Trustees, be repaid to the Manager.

Example





1 Year $ 106 $ 132 $ 121

3 Years $ 327 $ 399 $ 366

5 Years $ 567 $ 685 $ 630

10 Years $1,254 $1,501 $1,385

11



The Portfolio seeks long-term capital appreciation.


Under normal market conditions, the Portfolio invests primarily in common stocks of non-U.S. companies. The Portfolio may invest in mature markets (examples are Japan, Canada,and the United Kingdom) and in less developed markets (examples are Mexico, Brazil, andKorea). Ordinarily, the Portfolio will invest in the securities of at least five countries outsidethe U.S. There are no geographic limits on the Portfolio’s foreign investments, but the Portfo-lio does not expect to invest more than 35% of its assets in securities of companies based inemerging markets. The Portfolio may invest in the equity securities of companies of any mar-ket capitalization.

The Portfolio’s Adviser uses a value investment style in selecting equity securities for the Port-folio. The Adviser believes that over time, a company’s stock price converges with its truebusiness value. By “true business value” the Adviser means its estimate of the price that is de-termined by the cash it generates. The Adviser believes that investing in equity securitiespriced significantly below what is believed to be the true business value presents the best op-portunity to achieve the Portfolio’s investment objective. The Adviser uses this value philoso-phy to identify companies that it believes have discounted stock prices compared to thecompanies’ true business values.

The Portfolio is classified as a “non-diversified” company under the Investment Company Actof 1940, as amended, which means that it could concentrate its investments in a smallernumber of companies than many other funds. The Adviser expects to invest in 30 to 60 com-panies. Although the Adviser expects the Portfolio to operate as a diversified investment com-pany, the Portfolio will retain its “non-diversified” classification to give the Adviser theflexibility to pursue a more selective investment strategy.

Primary Risks:


� Market risk




Because the Portfolio may invest its assets in a small number of issuers, the Portfolio is moresusceptible to any single economic, political or regulatory event affecting those issuers than is adiversified portfolio.

12

In addition, investments in emerging markets include all of the risks of investments in foreignsecurities and are subject to severe price declines. The economic and political structures ofdeveloping nations, in most cases, do not compare favorably with the U.S. or other developedcountries in terms of wealth and stability, and their financial markets often lack liquidity.Such countries may have relatively unstable governments, immature economic structures, na-tional policies restricting investments by foreigners and economies based on only a few in-dustries. For these reasons, all of the risks of investing in foreign securities are heightened byinvesting in emerging market countries. The markets of developing countries have been morevolatile than the markets of developed countries with more mature economies. These marketsoften have provided significantly higher or lower rates of return than developed markets, andsignificantly greater risks, to investors.

Past Performance:


The bar chart below shows you the performance of the Portfolio’s Class B shares, the Portfo-lio’s oldest Class, for each full calendar year since its inception and indicates how it has variedfrom year to year. The Portfolio can also experience short-term performance swings as in-dicated in the high and low quarter information at the bottom of the chart. Effective January1, 2003, Harris Associates L.P. became the Portfolio’s Adviser. Investment performance in-formation prior to that date is attributable to the Portfolio’s former investment adviser.

The table below compares the Portfolio’s Class A, Class B and Class E shares’ average annualcompounded total returns for the 1-year period and from inception through 12/31/04, as ap-plicable, with the Morgan Stanley Capital International Europe, Australia and Far East Index(“MSCI EAFE”), a widely recognized unmanaged index which is an aggregate of 15 in-dividual country indices that collectively represent many of the major markets of the world.


� Harris Associates L.P. seepage 64


13

An index does not include transaction costs associated with buying and selling securities orany mutual fund expenses. It is not possible to invest directly in an index.


1 YearSince


Class A 20.80% 10.45% 1/2/02Class B 20.52% 12.47% 10/9/01Class E 20.69% 11.66% 4/2/02MSCI EAFE Index 20.90% 12.70%** Index performance is from 10/9/01.

For information on Harris Associates L.P.’s prior performance with a comparable fund, seepage 65.

Fees and Expenses:

The following table describes the fees and expenses you would pay if you bought and heldshares of the Portfolio. These fees and expenses are for the year ended December 31, 2004 andare expressed as a percentage of the Portfolio’s average daily net assets. The table and theExample below do not reflect the fees, expenses or withdrawal charges imposed by the Con-tracts. See the Contracts prospectus for a description of those fees, expenses and charges.




Management Fee(1) 0.84% 0.84% 0.84%

12b-1 Fees None 0.25% 0.15%







14

Example





1 Year $ 107 $ 126 $ 117

3 Years $ 330 $ 390 $ 360

5 Years $ 572 $ 675 $ 622

10 Years $1,265 $1,485 $1,371

15



The Portfolio seeks long-term growth of capital.


The Portfolio invests primarily in common stocks selected for their growth potential. ThePortfolio may also invest to a lesser degree in other types of securities, including preferredstocks, warrants, convertible securities and debt securities. The Portfolio may invest incompanies of any size, from larger, well-established companies to smaller, emerging growthcompanies. The Portfolio is non-diversified which means that it can invest a greater portion ofit assets in a small number of issuers.

The Portfolio may invest without limit in foreign equity and debt securities including Ameri-can Depositary Receipts. Such foreign securities may include those of emerging market issuers.Less than 35% of the Portfolio’s net assets may be invested in high-yield/high-risk bonds.

The Adviser applies a “bottom up” approach in choosing investments. In other words, theAdviser looks for companies with earnings growth potential one at a time. If the Adviser isunable to find such investments, a significant portion of the Portfolio’s assets may be in cashor similar investments.

Foreign securities are generally selected on a stock-by-stock basis without regard to any de-fined allocation among countries or geographic regions. However, certain factors such as ex-pected levels of inflation, government policies influencing business conditions, the outlook forcurrency relationships, and prospects for economic growth among countries, regions or geo-graphic areas may warrant greater consideration in selecting foreign securities. There are nolimitations on the countries in which the Portfolio may invest and the Portfolio may at timeshave significant foreign exposure.

The Adviser actively manages foreign currency exposure, in conjunction with stock selection,in an attempt to protect and possibly enhance the Portfolio’s market value. Through the useof forward foreign currency exchange contracts, the Adviser will adjust the Portfolio’s foreigncurrency weightings to reduce its exposure to currencies deemed unattractive and, in certaincircumstances, increase exposure to currencies deemed attractive, as market conditionswarrant.

Primary Risks:


� Market risk

� Interest rate risk

� Credit risk

� High yield debt security risk

16




In addition, investments in emerging markets include all of the risks of investments in foreignsecurities and are subject to severe price declines. The economic and political structures ofdeveloping nations, in most cases, do not compare favorably with the U.S. or other developedcountries in terms of wealth and stability, and their financial markets often lack liquidity.Such countries may have relatively unstable governments, immature economic structures, na-tional policies restricting investments by foreigners and economies based on only a few in-dustries. For these reasons, all of the risks of investing in foreign securities are heightened byinvesting in emerging markets countries. The markets of developing countries have been morevolatile than the markets of developed countries with more mature economies. These marketsoften have provided significantly higher or lower rates of return than developed markets, andsignificantly greater risks, to investors.

Furthermore, because the Portfolio may invest its assets in a small number of issuers, the Port-folio is more susceptible to any single economic, political or regulatory event affecting thoseissuers than is a diversified portfolio.

Past Performance:




� Janus Capital Management LLCsee page 65


17

The table below compares the Portfolio’s Class A, Class B and Class E shares’ average annualcompounded total returns for the 1-year period and from inception through 12/31/04, as ap-plicable, with the Standard & Poor’s 500 Composite Stock Price Index (“S&P 500 Index”), awidely recognized unmanaged index the measures the stock performance of 500 large- andmedium-sized companies and is often used to indicate the performance of the overall stockmarket. An index does not include transaction costs associated with buying and selling secu-rities or any mutual fund expenses. It is not possible to invest directly in an index.


1 YearSince


Class A 8.82% 0.95% 1/2/02Class B 8.44% -6.88% 2/12/01Class E 8.58% 18.87% 4/17/03S&P 500 Index 10.87% -1.41%** Index performance is from 2/28/01.

Fees and Expenses:





Management Fee(1) 0.68% 0.67% 0.67%

12b-1 Fees None 0.25% 0.15%







18

Example





1 Year $ 84 $ 109 $ 98

3 Years $252 $ 324 $ 292

5 Years $434 $ 556 $ 502

10 Years $962 $1,224 $1,106

19



To provide high current income and the opportunity for capital appreciation to produce ahigh total return.


Under normal circumstances, the Portfolio invests substantially all (at least 80%) of its netassets in debt securities of various types. To pursue its goal, the Portfolio normally invests sub-stantially all of its net assets in high yield and investment grade debt securities, but may alsoinvest in securities convertible into common stocks. The Portfolio may invest up to 80% of itstotal assets in high yield/high risk debt securities (junk bonds). Debt securities normally willconsist of secured debt obligations of the issuer (i.e., bonds), general unsecured debt obliga-tions of the issuer (i.e., debentures) and debt securities which are subordinate in right of pay-ment to other debt of the issuer. In no event will the Portfolio invest more than 10% of itsgross assets at the time of investment in debt securities which are in default as to interest orprincipal. At least 20% of the Portfolio’s assets must be invested in any combination ofinvestment grade debt securities, U.S. Government securities and cash equivalents. ThePortfolio may also invest up to 20% of its net assets in equity securities including commonstocks, preferred stocks, convertible preferred stocks, warrants and similar instruments. ThePortfolio attempts to invest in securities selling at reasonable prices in relation to the Adviser’sassessment of their potential value.

The Adviser will actively manage the Portfolio and seek unusual values, particularly in lower-rated debt securities, some of which are convertible into common stocks or have warrants at-tached to purchase common stocks. In selecting lower-rated bonds for investment, the Adviserdoes not rely upon ratings, which evaluate only the safety of principal and interest, not marketvalue risk, and which, furthermore, may not accurately reflect an issuer’s current financialcondition. The Portfolio does not have any minimum rating criteria for its investments inbonds and some issuers may default as to principal and/or interest payments subsequent to thepurchase of their securities. Through portfolio diversification, good credit analysis and atten-tion to current developments and trends in interest rates and economic conditions, the Ad-viser believes that investment risk may be reduced, although there is no assurance that losseswill not occur.

The Portfolio normally invests in long-term debt securities when the Adviser believes that in-terest rates in the long run will decline and prices of such securities generally will be high.When the Adviser believes that long-term interest rates will rise, it may shift the Portfolio intoshort-term debt. Under normal circumstances, the duration of the Portfolio’s debt securitieswill be between 3 to 7 years with an average maturity of 5 to 12 years.

Capital appreciation may be obtained by investing in:

� debt securities when the trend of interest rates is expected to be down

� convertible debt securities or debt securities with warrants attached entitling the holderto purchase common stock

20

� debt securities of issuers in financial difficulties when, in the view of the Adviser, theproblems giving rise to such difficulties can be successfully resolved, with a consequentimprovement in the credit standing of the issuers (such investments involvecorresponding risks that interest and principal payments may not be made if such diffi-culties are not resolved)

� equity securities

The Portfolio may invest up to 20% of its net assets, at market value, in debt and equity secu-rities primarily traded in foreign countries.

The Portfolio may hold or sell any property or securities which it may obtain through the ex-ercise of conversion rights or warrants or as a result of any reorganization, recapitalization orliquidation proceedings for any issuer of securities owned by it. In no event will the Portfoliovoluntarily purchase any securities other than debt securities, if, at the time of such purchaseor acquisition, the value of the property and securities, other than debt securities, in thePortfolio is greater than 20% of the value of its net assets.

Primary Risks:


� Market risk


� Credit risk





Past Performance:


The performance shown below for the period February 12, 2001 through December 31, 2004is the performance of the Portfolio’s Class A shares, the Portfolio’s oldest Class. The historicalperformance shown for the Portfolio’s Class A shares prior to February 12, 2001 is the per-formance of the Portfolio’s predecessor fund (Bond Debenture Portfolio, a series of Cova Ser-ies Trust, which commenced operations on May 1, 1996) managed by the Adviser using the

21


� Lord, Abbett & Co. LLC seepage 65


same investment objective and strategy as the Portfolio. The assets of the predecessor fundwere transferred to the Portfolio on February 12, 2001.

The bar chart below shows you the performance of the Portfolio’s Class A shares for each fullcalendar year since its inception and indicates how it has varied from year to year. The Portfo-lio can also experience short-term performance swings as indicated in the high and low quarterinformation at the bottom of the chart.

The table below compares the Portfolio’s Class A, Class B and Class E shares’ average annualcompounded total returns for the 1- and 5-year periods and from inception through12/31/04, as applicable, with the Credit Suisse First Boston High Yield Index, which is repre-sentative of the lower rated debt (including non-convertible-preferred stocks) investments inthe Portfolio, and with the Lehman Aggregate Bond Index, a widely recognized unmanagedindex which is a broad measure of the taxable bonds in the U.S. market, with maturities of atleast one year. An index does not include transaction costs associated with buying and sellingsecurities or any mutual fund expenses. It is not possible to invest directly in an index.


1 Year 5 YearSince


Class A 8.43% 6.20% 7.93% 5/1/96Class B 8.17% — 7.11% 4/3/01Class E 8.25% — 9.36% 4/2/02Credit Suisse First BostonHigh Yield Index 11.96% 8.17% 7.96%*

Lehman Aggregate BondIndex 4.34% 7.71% 7.14%*

* Index performance is from 5/1/96.

Fees and Expenses:

The following table describes the fees and expenses you would pay if you bought and heldshares of the Portfolio. These fees and expenses are for the year ended December 31, 2004 asadjusted to reflect current expense limitations and are expressed as a percentage of the Portfo-

22

lio’s average daily net assets. The table and the Example below do not reflect the fees, expensesor withdrawal charges imposed by the Contracts. See the Contract prospectus for a descriptionof those fees, expenses and charges.




Management Fee(1) 0.52% 0.52% 0.52%

12b-1 Fees None 0.25% 0.15%


Total Annual Portfolio Operating Expenses 0.58% 0.83% 0.73%


Example


The Example shows the total expenses you would pay on a $10,000 investment over the timeperiods indicated. The Example assumes a 5% average annual return, that you redeem all ofyour shares at the end of each time period and that you reinvest all of your dividends. TheExample is for illustration only, and your actual costs may be higher or lower.



1 Year $ 59 $ 85 $ 75

3 Years $186 $ 266 $234

5 Years $325 $ 462 $407

10 Years $727 $1,029 $909

23



The Portfolio’s investment objective is capital appreciation.


The Portfolio invests, under normal market conditions, at least 65% of its net assets in com-mon stocks and related securities, such as preferred stocks, convertible securities and deposi-tary receipts of foreign companies. The Portfolio focuses on foreign companies (including upto 25% of its net assets in emerging market issues) that the Portfolio’s Adviser believes havefavorable growth prospects and attractive valuations based on current and expected earnings orcash flow. The Portfolio may invest in companies of any size. The Portfolio does not empha-size any particular country and, under normal market conditions, will be invested in at leastfive countries. Equity securities may be listed on a securities exchange or traded in the over-the-counter markets.

The Portfolio’s assets are allocated among various sectors. A committee of investment researchanalysts selects securities for the Portfolio. The committee includes investment analysts em-ployed by the Adviser and its affiliates.

Primary Risks:


� Market risk




The Portfolio may invest a substantial amount of its assets in issuers located in a single coun-try or a limited number of countries. If the Portfolio focuses its investments in this manner, itassumes the risk that economic, political and social conditions in those countries will have asignificant impact on its investment performance.

In addition, investments in emerging markets include all of the risks of investments in foreignsecurities and are subject to severe price declines. The economic and political structures ofdeveloping nations, in most cases, do not compare favorably with the U.S. or other developedcountries in terms of wealth and stability, and their financial markets often lack liquidity.Such countries may have relatively unstable governments, immature economic structures, na-tional policies restricting investments by foreigners and economics based on only a few in-dustries. For these reasons, all of the risks of investing in foreign securities are heightened byinvesting in emerging markets countries. The markets of developing countries have been morevolatile than the markets of developed countries with more mature economies. These markets

24

often have provided significantly higher or lower rates of return than developed markets, andsignificantly greater risks, to investors.

Past Performance:



The table below compares the Portfolio’s Class A, Class B and Class E shares’ average annualcompounded total returns for the 1-year period and from inception through 12/31/04 withthe Morgan Stanley Capital International Europe, Australia and Far East Index (“MSCIEAFE”), a widely recognized unmanaged index which is an aggregate of 15 individual countryindices that collectively represent many of the major markets of the world. An index does notinclude transaction costs associated with buying and selling securities or any mutual fund ex-penses. It is not possible to invest directly in an index.


1 YearSince


Class A 19.92% 6.17% 5/1/01Class B 19.56% 4.39% 2/12/01Class E 19.64% 12.58% 10/31/01MSCI EAFE Index 20.70% 3.95%** Index performance is from 2/12/01.


� Massachusetts Financial ServicesCompany see page 66


25

Fees and Expenses:

The following table describes the fees and expenses you would pay if you bought and heldshares of the Portfolio. These fees and expenses are for the year ended December 31, 2004 asadjusted to reflect current expense limitations and are expressed as a percentage of the Portfo-lio’s average daily net assets. The table and the Example below do not reflect the fees, expensesor withdrawal charges imposed by the Contracts. See the Contract prospectus for a descriptionof those fees, expenses and charges.




Management Fee 0.77% 0.77% 0.77%

12b-1 Fees None 0.25% 0.15%





* The Manager and the Trust have entered into an Expense Limitation Agreement whereby thetotal Annual Portfolio Operating Expenses for the Class A, Class B and Class E shares of thePortfolio will not exceed 1.00%, 1.25% and 1.15%, respectively, for the period ended April 30,2006 and in any year in which the Agreement is in effect. Under certain circumstances, any feeswaived or expenses reimbursed by the Manager may, with the approval of the Trust’s Board ofTrustees, be repaid to the Manager. Prior to May 1, 2005, the expense limitations for Class A,Class B and Class E shares were 1.10%, 1.35% and 1.25% respectively.

Example





1 Year $ 103 $ 128 $ 118

3 Years $ 307 $ 384 $ 354

5 Years $ 528 $ 659 $ 610

10 Years $1,164 $1,444 $1,340

26



To provide total return through investment in real estate securities, emphasizing both capitalappreciation and current income.


The Portfolio seeks to achieve its investment objective by investing under normal circum-stances at least 80% of its assets in equity securities issued by real estate investment trusts(“REITs”) and common stocks and other securities issued by other real estate companies. ThePortfolio defines a real estate company as one that derives at least 50% of its revenue from, orhas at least 50% of its assets in, real estate. A REIT is a pooled investment vehicle that investsprimarily in income producing real estate or real estate related loans or interests. REITS arenot taxed on income distributed to shareholders, provided they comply with the requirementsof the Internal Revenue Code. REITs tend to be small- to mid-cap companies in relation tothe equity markets as a whole.

REITs are generally classified as Equity REITs, Mortgage REITs and Hybrid REITs, EquityREITs invest the majority of their assets directly in real property, derive their income primar-ily from rents and can also realize capital gains by selling properties that have appreciated invalue. Mortgage REITs invest the majority of their assets in real estate mortgages and derivetheir income primarily from interest payments. Hybrid REITs combine the characteristics ofboth Equity and Mortgage REITs.

The Portfolio may invest up to 20% of its net assets in debt securities. These debt securitiescan be either investment grade or below investment grade, provided that, at the time of pur-chase, they are rated at least B by Moody’s or S&P or, if unrated by either of these, deemed bythe Portfolio’s Adviser to be of comparable quality.

The Portfolio’s Adviser makes investment decisions through a fundamental analysis of eachcompany. The Adviser reviews each company’s current financial condition and industry posi-tion, as well as economic and market conditions. In doing so, it evaluates the company’sgrowth potential, earnings estimates and quality of management, as well as other factors. TheAdviser believes that its investment approach is distinct in that it uses an objective combina-tion of traditional securities analysis and direct real estate analysis, while placing great em-phasis upon the property sector weightings. The Adviser generally adheres to a strict valuationmethodology—price to net asset value per share, cash flow multiple versus growth rate andrelative valuation—which guide the Adviser’s buy and sell decisions.

The Portfolio is non-diversified, which means that it may concentrate its assets in a smallernumber of issuers than a diversified portfolio.

27


� Neuberger Berman Management,Inc. see page 66

Primary Risks:


� Market risk

� Real estate investment risk


� Credit risk




In addition, because the Portfolio may invest its assets in a small number of issuers, the Portfo-lio is more susceptible to any single economic, political or regulatory event affecting those is-suers than is a diversified portfolio.

Prior Performance:

The Portfolio commenced operations on April 30, 2004. As a result, it does not have a sig-nificant operating history. For performance information for the period ended December 31,2004, see “Financial Highlights” on page 95. For information on Neuberger BermanManagement, Inc.’s prior performance with a comparable fund, see page 66.

Fees and Expenses:

This following table describes the fees and expenses you would pay if you bought and heldshares of the Portfolio. These fees and expenses are for the year ended December 31, 2004 andare expressed as a percentage of the Portfolio’s average daily net assets. The table and theExample below do not reflect the fees, expenses or withdrawal charges imposed by the Con-tracts. See the Contract prospectus for a description of those fees, expenses and charges.

28


Annual Portfolio Operating Expenses, (expenses that are deducted from Portfolio assets)



12b-1 Fees None 0.25% 0.15%



Contractual Expense (Waiver)/Repayment to Manager* — — —

Total Annual Portfolio Operating ExpensesAfter Expense Waiver/ Repayment to Manager 0.84% 0.98% 0.91%

* The Manager and the Trust have entered into an Expense Limitation Agreement whereby thetotal Annual Portfolio Operating Expenses for the Class A, Class B and Class E shares of thePortfolio will not exceed 0.90%, 1.15% and 1.00% respectively, for the period ended April 30,2006 and in any year in which the Agreement is in effect. Under certain circumstances, any feeswaived or expenses reimbursed by the Manager may, with the approval of the Trust’s Board ofTrustees, be repaid to the Manager.

Example


The Example shows the total expenses you would pay on a $10,000 investment over one- andthree-year periods. The Example assumes a 5% average annual return, that you redeem all ofyour shares at the end of each time period and that you reinvest all of your dividends. TheExample also assumes that total annual operating expenses remain the same and that all ex-pense caps remain in effect only for the period ended April 30, 2006. The Example is for illus-tration only, and your actual costs may be higher or lower.



1 Year $ 86 $ 100 $ 93

3 Years $ 269 $ 314 $ 291

5 Years $ 468 $ 544 $ 506

10 Years $1,040 $1,206 $1,123

29



The Portfolio seeks capital appreciation.


The Portfolio invests mainly in common stocks of “growth companies”. These may be newercompanies or established companies of any capitalization range that the Adviser believes mayappreciate in value over the long term. The Portfolio currently focuses mainly on mid-cap andlarge-cap domestic companies. The Portfolio may also purchase the securities of foreignissuers.

In deciding what securities to buy or sell, the Portfolio’s Adviser looks for growth companiesthat are believed to have reasonably priced stock in relation to overall stock market valuations.The Adviser focuses on factors that may vary in particular cases and over time in seeking broaddiversification of the Portfolio’s investments among industries and market sectors. Currently,the Adviser looks for:

� Companies with above-average growth potential

� Companies with increasing earnings momentum and a history of positive earningsgrowth

� Stocks with low valuations relative to their growth potential

� Companies with the potential for positive earnings surprises

� Growth rates that the Adviser believes are sustainable over time

Primary Risks:


� Market risk




Past Performance:


30

The bar chart below shows you the performance of the Portfolio’s Class B shares, the Portfo-lio’s oldest Class, for each full calendar year since its inception and indicates how it has variedfrom year to year. The Portfolio can also experience short-term performance swings as in-dicated in the high and low quarter information at the bottom of the chart. Class E sharescommenced operations on the date of this Prospectus.

The table below compares the Portfolio’s Class A and Class B shares’ average annual com-pounded total returns for the 1-year period and from inception through 12/31/04, as appli-cable, with the S&P 500 Index, a widely recognized unmanaged index that measures the stockperformance of 500 large- and medium-sized companies and is often used to indicate the per-formance of the overall stock market. An index does not include transaction costs associatedwith buying and selling securities or any mutual fund expenses. It is not possible to invest di-rectly in an index.


1 YearSince


Class A 6.70% 1.24% 1/2/02Class B 6.40% -3.17% 2/12/01S&P 500 Index 10.87% -1.41%** Index performance is from 2/28/01.

Fees and Expenses:

The following table describes the fees and expenses you would pay if you bought and heldshares of the Portfolio. For Class A and Class B shares these and expenses are for the yearended December 31, 2004 and are expressed as a percentage of the Portfolio’s average dailynet assets. For Class E shares, the fees and expenses are estimated for the period endedDecember 31, 2005. The table and the Example below do not reflect the fees, expenses orwithdrawal charges imposed by the Contracts. See the Contract prospectus for a description ofthose fees, expenses and charges.


� Oppenheimer Funds, Inc.see page 67


31





12b-1 Fees None 0.25% 0.15%



Contractual Expense (Waiver)/Repayment to Manager* (0.01)% 0.04% 0.04%


* The Manager and the Trust have entered into an Expense Limitation Agreement whereby thetotal Annual Portfolio Operating Expenses for the Class A, Class B and Class E shares of thePortfolio will not exceed 0.75%, 1.00% and 0.90%, respectively, for the period ended April 30,2006 and in any year in which the Agreement is in effect. Under certain circumstances, any feeswaived or expenses reimbursed by the Manager may, with the approval of the Trust’s Board ofTrustees, be repaid to the Manager.





1 Year $ 71 $ 97 $ 87

3 Years $221 $ 295 $ 264

5 Years $385 $ 510 $ 455

10 Years $861 $1,127 $1,008

32



The Portfolio seeks maximum total return, consistent with the preservation of capital andprudent investment management.


The Portfolio seeks to achieve its investment objective by investing under normal circum-stances at least 65% of its assets in a diversified portfolio of fixed income instruments of vary-ing maturities. The average portfolio duration of the Portfolio normally varies within a three-to six-year time frame based on the Adviser’s forecast for interest rates.

The Portfolio invests primarily in investment grade debt securities, U.S. Government secu-rities and commercial paper and other short-term obligations. The Portfolio may invest up to30% of its assets in securities denominated in foreign currencies, and may invest beyond thislimit in U.S. dollar-denominated securities of foreign issuers. The Portfolio will normallyhedge at least 75% of its exposure to foreign currency to reduce the risk of loss due to fluctua-tions in currency exchange rates.

The Portfolio may invest all of its assets in derivative instruments, such as options, futurescontracts or swap agreements, or in mortgage- or asset-backed securities. In addition, thePortfolio may engage in forward commitments, when-issued and delayed delivery securitiestransactions. The Portfolio may, without limitation, seek to obtain market exposure to thesecurities in which it primarily invests by entering into a series of purchase and sale contractsor by using other investment techniques (such as buy backs or dollar rolls). The “total return”sought by the Portfolio consists of income earned on the Portfolio’s investments, plus capitalappreciation, if any, which generally arises from decreases in interest rates or improving creditfundamentals for a particular sector or security.

Primary Risks:


� Market risk


� Credit risk


Mortgage-related securities may be issued or guaranteed by the U.S. Government, its agenciesor instrumentalities or may be issued by private issuers and as such are not guaranteed by theU.S. Government, its agencies or instrumentalities. Like other debt securities, changes ininterest rates generally affect the value of a mortgage-backed security. Additionally, somemortgage-backed securities may be structured so that they may be particularly sensitive to in-terest rates.

33

Investments in mortgage-related securities are also subject to special risks of prepayment. Pre-payment risk occurs when the issuer of a security can prepay the principal prior to the secur-ity’s maturity. Securities subject to prepayment risk, including the collateralized mortgageobligations and other mortgage-related securities that the Portfolio can buy, generally offer lesspotential for gains when prevailing interest rates decline, and have greater potential for losswhen interest rates rise depending upon the coupon of the underlying securities. The impactof prepayments on the price of a security may be difficult to predict and may increase thevolatility of the price. In addition, early repayment of mortgages underlying these securitiesmay expose the Portfolio to a lower rate of return when it reinvests the principal. Further, thePortfolio may buy mortgage-related securities at a premium. Accelerated prepayments onthose securities could cause the Portfolio to lose a portion of its principal investment repre-sented by the premium the Portfolio paid.

If interest rates rise rapidly, prepayments may occur at slower rates than expected, which couldhave the effect of lengthening the expected maturity of a short- or medium-term security.That could cause its value to fluctuate more widely in response to changes in interest rates. Inturn, this could cause the value of the Portfolio’s shares to fluctuate more.

Non-mortgage asset-backed securities are not issued or guaranteed by the U.S. Government orits agencies or government-sponsored entities. In the event of a failure of these securities or ofmortgage-related securities issued by private issuers to pay interest or repay principal, the assetsbacking these securities such as automobiles or credit card receivables may be insufficient tosupport the payments on the securities.

In addition, investments in emerging markets include all of the risks of investments in foreignsecurities and are subject to severe price declines. The economic and political structures ofdeveloping nations, in most cases, do not compare favorably with the U.S. or other developedcountries in terms of wealth and stability, and their financial markets often lack liquidity.Such countries may have relatively unstable governments, immature economic structures, na-tional policies restricting investments by foreigners and economies based on only a few in-dustries. For these reasons, all of the risks of investing in foreign securities are heightened byinvesting in emerging market countries. The markets of developing countries have been morevolatile than the markets of developed countries with more mature economies. These marketsoften have provided significantly higher or lower rates of return than developed markets, andsignificantly greater risks, to investors.

The Portfolio’s investments in derivatives can significantly increase the Portfolio’s exposure tomarket risk or credit risk of the counterparty. Derivatives also involve the risk of mispricing orimproper valuation and the risk that changes in the value of the derivative may not correlateperfectly with the relevant assets, rates and indices.

Past Performance:

The information below provides an indication of the risks of investing in the Portfolio byshowing the volatility of the Portfolio’s returns. Both the bar chart and table assume reinvest-ment of dividends and distributions. Note that the results in the bar chart and table do notinclude the effect of Contract charges. If these Contract charges had been included, perform-

34

ance would have been lower. As with all mutual funds, past returns are not a prediction offuture returns.

The bar chart below shows you the performance of the Portfolio’s Class B shares, the Portfo-lio’s oldest Class, for each full calendar year since its inception and how it has varied from yearto year. The Portfolio can also experience short-term performance swings as indicated in thehigh and low quarter information at the bottom of the chart.

The table below compares the Portfolio’s Class A, Class B and Class E shares’ average annualcompounded total returns for the 1-year period and from inception through 12/31/04 withthe Lehman Brothers Aggregate Bond Index, a widely recognized unmanaged index which is abroad measure of the taxable bonds in the U.S. market, with maturities of at least one year.An index does not include transaction costs associated with buying and selling securities orany mutual fund expenses. It is not possible to invest directly in an index.


1 YearSince


Class A 5.25% 7.09% 5/1/01Class B 4.80% 6.49% 2/12/01Class E 5.06% 5.32% 10/31/01Lehman Brothers AggregateBond Index 4.34% 6.46%*


Fees and Expenses:



� Pacific Investment ManagementCompany LLC see page 67


35





12b-1 Fees None 0.25% 0.15%


Total Annual Portfolio Operating Expenses 0.57% 0.81% 0.71%

Example


The Example shows the total expenses you would pay on a $10,000 investment over the timeperiods indicated. The Example assumes a 5% average annual return, that you redeem all ofyour shares at the end of each time period and that you reinvest all of your dividends. TheExample also assumes that total annual operating expenses remain the same. The Example isfor illustration only, and your actual costs may be higher or lower.



1 Year $ 58 $ 83 $ 73

3 Years $183 $ 260 $228

5 Years $319 $ 451 $396

10 Years $715 $1,005 $885

36

RCM Global Technology Portfolio(formerly PIMCO PEA Innovation Portfolio)


The Portfolio seeks capital appreciation; no consideration is given to income.


The Portfolio seeks to achieve its investment objective by normally investing at least 80% ofits assets in common stocks of companies which utilize new, creative or different, or“innovative,” technologies to gain a strategic competitive advantage in their industry, as wellas companies that provide and service those technologies. The Portfolio identifies its invest-ment universe of technology-related companies primarily by reference to classifications madeby independent firms, such as Standard & Poor’s (for example, companies classified as“Information Technology” companies) and by identifying companies that derive a substantialportion of their revenues from the manufacture, sale, use and/or service of technologicalproducts or services. Although the Portfolio emphasizes companies which utilize technologies,it is not required to invest exclusively in companies in a particular business sector or industry.

The Adviser selects stocks for the Portfolio using a “growth” style. The Adviser seeks toidentify technology-related companies with well-defined “wealth creating” characteristics, in-cluding superior earnings growth (relative to companies in the same industry or the market asa whole), high profitability and consistent, predictable earnings. In addition, through funda-mental research, the Adviser seeks to identify companies that are gaining market share, havesuperior management and possess a sustainable competitive advantage, such as superior orinnovative products, personnel and distribution systems.

The Portfolio may invest a substantial portion of its assets in the securities of smaller capital-ization companies with total assets in excess of $200 million and may invest in initial publicofferings (IPOs). The Portfolio may invest up to 50% of its assets in foreign equity securities,including American Depositary Receipts, and may invest in securities of emerging marketcountries.

The Portfolio may utilize, primarily for risk management and hedging purposes, short sales(collateralized or uncollateralized), or other derivative instruments such as stock index futurescontracts, purchase and sale of put and call options and other option strategies such as spreadsand straddles.

Primary Risks:


� Market risk

� Credit risk


37



Because the Portfolio concentrates its investments in companies which utilize innovative tech-nologies, it is subject to risks particularly affecting those companies, such as the risks of shortproduct cycles and rapid obsolescence of products and services, competition from new andexisting companies, significant losses and/or limited earnings, security price volatility and lim-ited operating histories.

In addition to other risks, a fund that invests a substantial portion of its assets in related in-dustries (or “sectors”) may have greater risk because companies in these sectors may sharecommon characteristics and may react similarly to market developments.

Investments in emerging markets include all of the risks of investments in foreign securitiesand are subject to severe price declines. The economic and political structures of developingnations, in most cases, do not compare favorably with the U.S. or other developed countriesin terms of wealth and stability, and their financial markets often lack liquidity. Such coun-tries may have relatively unstable governments, immature economic structures, national poli-cies restricting investments by foreigners and economies based on only a few industries. Forthese reasons, all of the risks of investing in foreign securities are heightened by investing inemerging markets countries. The markets of developing countries have been more volatilethan the markets of developed countries with more mature economies. These markets oftenhave provided significantly higher or lower rates of return than developed markets, and sig-nificantly greater risks, to investors.

The Portfolio’s investments in derivatives and use of short sales can significantly increase thePortfolio’s exposure to market risk and credit risk of the counterparty. Derivatives also involvethe risk of mispricing or improper valuation and the risk that changes in the value of the de-rivative may not correlate perfectly with the relevant assets, rates and indices.

Past Performance:


The bar chart below shows you the performance of the Portfolio’s Class B shares, the Portfo-lio’s oldest Class, for each full calendar year since its inception and indicates how it has variedfrom year to year. The Portfolio can also experience short-term performance swings as in-dicated in the high and low quarter information at the bottom of the chart. Effective January14, 2005, RCM Capital Management is the Portfolio’s Adviser. Investment performance in-formation prior to that date is attributable to the Portfolio’s former investment adviser.

38

The table below compares the Portfolio’s Class A, Class B and Class E shares’ average annualcompounded total returns for the 1-year period and from inception through 12/31/04 withthe S&P 500 Index, a widely recognized unmanaged index that measures the stock perform-ance of 500 large- and medium-sized companies and is often used to indicate the performanceof the overall stock market. An index does not include transaction costs associated with buyingand selling securities or any mutual fund expenses. It is not possible to invest directly in anindex.


1 YearSince


Class A -4.28% -14.04% 5/01/01Class B -4.31% -18.18% 2/12/01Class E -4.30% -4.07% 10/31/01S&P 500 Index 10.87% -1.41%** Index performance is from 2/28/01.

For information on RCM Capital Management LLC’s prior performance with a comparablefund, see page 68.

Fees and Expenses:

The following table describes the fees and expenses you would pay if you bought and heldshares of the Portfolio. These fees and expenses are for the year ended December 31, 2004 asadjusted to reflect current expenses and are expressed as a percentage of the Portfolio’s averagedaily net assets. The table and the Example below do not reflect the fees, expenses or with-drawal charges imposed by the Contracts. See the Contracts prospectus for a description ofthose fees, expenses and charges.


� RCM Capital Management LLCsee page 68


39




Management Fee(1) 0.90% 0.90% 0.90%

12b-1 Fees None 0.25% 0.15%



Contractual Expense (Waiver)/Repayment to Manager* — — —



* The Manager and the Trust have entered into an Expense Limitation Agreement whereby thetotal Annual Portfolio Operating Expenses for the Class A, Class B and Class C shares of thePortfolio will not exceed 1.10%, 1.35% and 1.25%, respectively, for the period ended April 30,2006 and in any year in which the Agreement is in effect. Under certain circumstances, anyfees waived or expenses reimbursed by the Manager may, with the approval of the Trust’sBoard of Trustees, be repaid to the Manager.

Example





1 Year $ 93 $ 119 $ 109

3 Years $ 291 $ 370 $ 339

5 Years $ 506 $ 642 $ 587

10 Years $1,123 $1,415 $1,299

40





The Portfolio will invest, under normal market conditions, at least 80% of its net assets in adiversified portfolio of common stocks of mid-cap companies whose earnings the Adviser ex-pects to grow at a faster rate than the average company. The Adviser defines mid-cap compa-nies as those whose market capitalization falls within the range of either the S&P MidCap 400Index or the Russell Midcap Growth Index. The market capitalization of the companies andthe S&P and Russell indices changes over time. The Portfolio will not automatically sell orcease to purchase stock of a company it already owns because the company’s market capital-ization grows or falls outside this range.

In selecting investments, the Adviser generally favors companies that:

� have proven products or services;

� have a record of above-average earnings growth;

� have demonstrated potential to sustain earnings growth;

� operate in industries experiencing increasing demand; or

� have stock prices that appear to undervalue their growth prospects.

In pursuing its investment objective, the Adviser has the discretion to purchase some securitiesthat do not meet its normal investment criteria, as described above, when it perceives an un-usual opportunity for gain. These special situations might arise when the Adviser believes asecurity could increase in value for a variety of reasons, including a change in management, anextraordinary corporate event, or a temporary imbalance in the supply of or demand for thesecurities.

While most assets will be invested in U.S. common stocks, other securities may also be pur-chased, including foreign stocks, futures and options, in keeping with the Portfolio’s ob-jectives. Investments in futures and options, if any, are subject to additional volatility andpotential losses. The Portfolio may sell securities for a variety of reasons, such as to securegains, limit losses or redeploy assets into more promising opportunities.

While most assets will be invested in U.S. common stocks, other securities may also be pur-chased including foreign stocks.

The Portfolio is classified as a “non-diversified” company under the Investment Company Actof 1940, as amended, which means that it could concentrate its investments in a smallernumber of companies than many other funds. Although the Adviser expects the Portfolio tooperate as a diversified investment company, the Portfolio will retain its “non-diversified”classification to give the Adviser the flexibility to pursue a more selective investment strategy.

41


� T. Rowe Price Associates, Inc. seepage 69


Primary Risks:


� Market risk




Past Performance:


The performance shown below for the period February 12, 2001 through December 31, 2004is the performance of the Portfolio’s Class B shares, the Portfolio’s oldest Class. The Portfo-lio’s Class A shares commenced operations on May 1, 2001.

The bar chart below shows you the performance of the Portfolio’s Class B shares, the Portfo-lio’s oldest Class, for each full calendar year since its inception and indicates how it has variedfrom year to year. The Portfolio can also experience short-term performance swings as in-dicated in the high and low quarter information at the bottom of the chart. Effective January1, 2003, T. Rowe Price Associates, Inc. became the Portfolio’s Adviser. Investment perform-ance information prior to that date is attributable to the Portfolio’s former investment adviser.

42

The table below compares the Portfolio’s Class A, Class B and Class E shares’ average annualcompounded total returns for the 1-year period and from inception through 12/31/04 withthe Russell Midcap Growth Index, an unmanaged index that measures the performance ofthose Russell mid cap companies with higher price-to-book ratios and higher forecastedgrowth values. An index does not include transaction costs associated with buying and sellingsecurities or any mutual fund expenses. It is not possible to invest directly in an index.


1 YearSince


Class A 18.15% -6.61% 5/1/01Class B 17.82% -7.09% 2/12/01Class E 17.92% 0.52% 10/31/01Russell Midcap GrowthIndex 15.47% -0.37%*


For information on T. Rowe Price Associates, Inc.’s prior performance with a comparablefund, see page 69.

Fees and Expenses:

The following table describes the fees and expenses you would pay if you bought and heldshares of the Portfolio. These fees and expenses are for the year ended December 31, 2004 asadjusted to reflect current expenses and expense limitations and are expressed as a percentageof the Portfolio’s average daily net assets. The table and the Example below do not reflect thefees, expenses or withdrawal charges imposed by the Contracts. See the Contract prospectusfor a description of those fees, expenses and charges.





12b-1 Fees None 0.25% 0.15%





* The Manager and the Trust have entered into an Expense Limitation Agreement whereby thetotal Annual Portfolio Operating Expenses for the Class A, Class B and Class E shares of thePortfolio will not exceed 0.90%, 1.15% and 1.05%, respectively, for the period ended April 30,2006 and in any year in which the Agreement is in effect. Under certain circumstances, any feeswaived or expenses reimbursed by the Manager may, with the approval of the Trust’s Board ofTrustees, be repaid to the Manager. Prior to May 1, 2005, the expense limitations for Class A,Class B and Class E shares were 0.95%, 1.20% and 1.10%, respectively. In addition, theManager has agreed that any subadvisory fee waivers received from the Portfolio’s Advisercommencing February 17, 2005 will be passed on to the Portfolio in the form of a voluntary feewaiver.

43

Example





1 Year $ 92 $ 118 $ 108

3 Years $ 273 $ 350 $ 318

5 Years $ 469 $ 601 $ 546

10 Years $1,035 $1,318 $1,201

44

PRIMARY RISKS OF INVESTING IN THE PORTFOLIOS

One or more of the following primary risks may apply to your Portfolio. Please see the Invest-ment Summary for your particular Portfolio to determine which risks apply and for a dis-cussion of other risks that may apply to the Portfolio. Please note that there are many othercircumstances that could adversely affect your investment and prevent a Portfolio from reach-ing its objective, which are not described here.

Market Risk

A Portfolio’s share price can fall because of weakness in the broad market, a particular in-dustry, or specific holdings. The market as a whole can decline for many reasons, includingdisappointing corporate earnings, adverse political or economic developments here or abroad,changes in investor psychology, or heavy institutional selling. The prospects for an industry ora company may deteriorate. In addition, an assessment by a Portfolio’s Adviser of particularcompanies may prove incorrect, resulting in losses or poor performance by those holdings,even in a rising market. A Portfolio could also miss attractive investment opportunities if itsAdviser underweights fixed income markets or industries where there are significant returns,and could lose value if the Adviser overweights fixed income markets or industries where thereare significant declines.

Stocks purchased in initial public offerings (IPOs) have a tendency to fluctuate in value sig-nificantly shortly after the IPO relative to the price at which they were purchased. These fluc-tuations could impact the net asset value and return earned on the Portfolio’s shares.

Interest Rate Risk

The values of debt securities are subject to change when prevailing interest rates change.When interest rates go up, the value of debt securities and certain dividend paying stockstends to fall. If your Portfolio invests a significant portion of its assets in debt securities orstocks purchased primarily for dividend income and interest rates rise, then the value of yourinvestment may decline. Alternatively, when interest rates go down, the value of debt secu-rities and certain dividend paying stocks may rise.

Interest rate risk will affect the price of a fixed income security more if the security has a lon-ger maturity because changes in interest rates are increasingly difficult to predict over longerperiods of time. Fixed income securities with longer maturities will therefore be more volatilethan other fixed income securities with shorter maturities. Conversely, fixed income securitieswith shorter maturities will be less volatile but generally provide lower returns than fixed in-come securities with longer maturities. The average maturity and duration of a Portfolio’sfixed income investments will affect the volatility of the Portfolio’s share price.

Credit Risk

The value of debt securities is directly affected by an issuer’s ability to pay principal and inter-est on time. If your Portfolio invests in debt securities, the value of your investment may beadversely affected when an issuer fails to pay an obligation on a timely basis. A Portfolio mayalso be subject to credit risk to the extent it engages in transactions, such as securities loans,repurchase agreements or certain derivatives, which involve a promise by a third party to

45

honor an obligation to the Portfolio. Such third party may be unwilling or unable to honor itsfinancial obligations.

High Yield Debt Security Risk

High yield debt securities, or junk bonds, are securities which are rated below “investmentgrade” or are not rated, but are of equivalent quality. High yield debt securities range fromthose for which the prospect for repayment of principal and interest is predominantly spec-ulative to those which are currently in default on principal or interest payments. A Portfoliowith high yield debt securities may be more susceptible to credit risk and market risk than aPortfolio that invests only in higher quality debt securities because these lower-rated debtsecurities are less secure financially and more sensitive to downturns in the economy. In addi-tion, the secondary market for such securities may not be as liquid as that for more highlyrated debt securities. As a result, a Portfolio’s Adviser may find it more difficult to sell thesesecurities or may have to sell them at lower prices.

You should understand that high yield securities are not generally meant for short-term inves-ting. When a Portfolio invests in high yield securities it generally seeks to receive acorrespondingly higher return to compensate it for the additional credit risk and market risk ithas assumed.

Foreign Investment Risk

Investments in foreign securities involve risks relating to political, social and economic devel-opments abroad, as well as risks resulting from the differences between the regulations towhich U.S. and foreign issuers and markets are subject:

� These risks may include the seizure by the government of company assets, excessive tax-ation, withholding taxes on dividends and interest, limitations on the use or transfer ofportfolio assets, and political or social instability.

� Enforcing legal rights may be difficult, costly and slow in foreign countries, and theremay be special problems enforcing claims against foreign governments.

� Foreign companies may not be subject to accounting standards or governmental super-vision comparable to U.S. companies, and there may be less public information abouttheir operations.

� Foreign markets may be less liquid and more volatile than U.S. markets.

� Foreign securities often trade in currencies other than the U.S. dollar, and a Portfoliomay directly hold foreign currencies and purchase and sell foreign currencies. Changesin currency exchange rates will affect a Portfolio’s net asset value, the value of dividendsand interest earned, and gains and losses realized on the sale of foreign securities. Anincrease in the strength of the U.S. dollar relative to these other currencies may causethe value of a Portfolio to decline. Certain foreign currencies may be particularly vola-tile, and foreign governments may intervene in the currency markets, causing a declinein value or liquidity of a Portfolio’s foreign currency or securities holdings.

� Costs of buying, selling and holding foreign securities, including brokerage, tax andcustody costs, may be higher than those involved in domestic transactions.

46

Market Capitalization Risk

Stocks fall into three broad market capitalization categories—large, medium and small. Inves-ting primarily in one category carries the risk that due to current market conditions that cat-egory may be out of favor. If valuations of large capitalization companies appear to be greatlyout of proportion to the valuations of small or medium capitalization companies, investorsmay migrate to the stocks of small and mid-sized companies causing a Portfolio that invests inthese companies to increase in value more rapidly than a Portfolio that invests in larger, fully-valued companies. Larger more established companies may also be unable to respond quicklyto new competitive challenges such as changes in technology and consumer tastes. Manylarger companies also may not be able to attain the high growth rate of successful smallercompanies, especially during extended periods of economic expansion. Investing in mediumand small capitalization companies may be subject to special risks associated with narrowerproduct lines, more limited financial resources, smaller management groups, and a more lim-ited trading market for their stocks as compared with larger companies. Securities of smallercapitalization issuers may therefore be subject to greater price volatility and may decline moresignificantly in market downturns than securities of larger companies. In some cases, thesecompanies may be relatively new issuers (i.e., those having continuous operation histories ofless than three years) which carries other risks in addition to the risks of other medium andsmall capitalization companies. New issuers may be more speculative because such companiesare relatively unseasoned. These companies will often be involved in the development or mar-keting of a new product with no established market, which could lead to significant losses.

Investment Style Risk

Different investment styles tend to shift in and out of favor depending upon market and eco-nomic conditions as well as investor sentiment. A Portfolio may outperform or underperformother funds that employ a different investment style. A Portfolio may also employ a combina-tion of styles that impact its risk characteristics. Examples of different investment styles in-clude growth and value investing. Growth stocks may be more volatile than other stocksbecause they are more sensitive to investor perceptions of the issuing company’s growth ofearnings potential. Also, since growth companies usually invest a high portion of earnings intheir business, growth stocks may lack the dividends of some value stocks that can cushionstock prices in a falling market. Growth oriented funds will typically underperform whenvalue investing is in favor. Value stocks are those which are undervalued in comparison totheir peers due to adverse business developments or other factors. Value investing carries therisk that the market will not recognize a security’s inherent value for a long time, or that astock judged to be undervalued may actually be appropriately priced or overvalued. Value ori-ented funds will typically underperform when growth investing is in favor.

Real Estate Investment Risk

Although the Portfolio will not invest in real estate directly, it concentrates its assets in the realestate industry, so your investment in the Portfolio will be closely linked to the performanceof the real estate markets. Property values may decrease due to increasing vacancies or declin-ing rents resulting from unanticipated economic, legal, cultural or technological developmentsor because of overbuilding or lack of mortgage funds. The value of an individual property mayalso decline because of environmental liabilities or losses due to casualty or condemnation.

47

Because of this concentration in the real estate industry, the value of the Portfolio’s shares maychange at different rates compared to the value of shares of a mutual fund with investments ina mix of different industries.

The Portfolio may at times be more concentrated in particular sub-sectors of the real estatebusiness—e.g. apartments, retail, hotels, offices, industrial, health care, etc. As such, its per-formance would be especially sensitive to developments that significantly affected thosebusinesses.

In addition, Equity REITs may be affected by changes in the value of the underlying propertythey own, while Mortgage REITs may be affected by the quality of any credit they extend.Equity and Mortgage REITs are dependent upon management skills and are subject to heavycash flow dependency, defaults by borrowers, self-liquidation and the possibility of failing toqualify for tax-free pass through of income under the Internal Revenue Code of 1986, and tomaintain exemption from the Investment Company Act of 1940, as amended (the “1940Act”). In the event an issuer of debt securities collateralized by real estate defaults, it is con-ceivable that the REIT could end up holding the underlying real estate.

48

ADDITIONAL INVESTMENT STRATEGIES

In addition to the principal investment strategies discussed in each individual Portfolio’s In-vestment Summary, a Portfolio, as indicated in the chart below, may at times invest a portionof its assets in the investment strategies and may engage in certain investment techniques asdescribed below. The SAI provides a more detailed discussion of certain of these and othersecurities and indicates if a Portfolio is subject to any limitations with respect to a particularinvestment strategy. These strategies and techniques may involve risks. Although a Portfoliothat is not identified below in connection with a particular strategy or technique generallyhas the ability to engage in such a transaction, its Adviser currently intends to invest little,if any, of the Portfolio’s assets in that strategy or technique. (Please note that some of thesestrategies may be a principal investment strategy for a particular Portfolio and consequently are alsodescribed in that Portfolio’s Investment Summary.) The Portfolios are not limited by this dis-cussion and may invest in other types of securities not precluded by the policies discussedelsewhere in this Prospectus.

49

Met/AIMMid Cap

CoreEquity

Portfolio

Met/AIMSmallCap

GrowthPortfolio

HarrisOakmark

Inter-nationalPortfolio

JanusAggressive

GrowthPortfolio

LordAbbettBond

DebenturePortfolio

MFSResearch

InternationalPortfolio

Brady Bonds

Collateralized Mortgage Obligations X

Convertible Securities X X X X X

Depositary Receipts X X X X X X

Derivatives:

Options X X X X

Futures X X X

Direct Participation in Corporate Loans

Dollar Roll Transactions X

Foreign Currency Transactions X X X

Foreign Debt Securities X X X

Foreign Equity Securities X X X X X X

Forward Commitments, When-Issued and Delayed Delivery Securities X X X

High Quality Short-Term Debt Obligations including Bankers’ Acceptances,Commercial Paper and Certificates of Deposit issued or guaranteed byBank Holding Companies in the U.S., their Subsidiaries and ForeignBranches or of the World Bank; Variable Amount Master Demand Notesand Variable Rate Notes issued by U.S. and Foreign Corporations X X X X X

High Yield/High Risk Debt Securities X X

Hybrid Instruments X

Illiquid and Restricted Securities X X

Indexed Securities X X

Interest Rate Transactions

Investment Grade Debt Securities X X X

Investments in Other Investment Companies including Passive ForeignInvestment Companies X X X

Mortgage-backed Securities, including GNMA Certificates, Mortgage-backed Bonds X X

Municipal Securities

Non-mortgage Asset-backed Securities

PIK (pay-in-kind) Debt Securities and Zero-Coupon Bonds X X

Preferred Stocks X X X X X

Real Estate Investment Trusts X X X X

Repurchase Agreements X X

Reverse Repurchase Agreements X

Rights and Warrants X X X X

Securities Loans X X X X X X

Short Sales (Against the Box) X

Structured Notes

U.S. Government Securities X X X X X

50

NeubergerBerman

RealEstate

Portfolio

OppenheimerCapital

AppreciationPortfolio

PIMCOTotal

ReturnPortfolio

RCMGlobal

TechnologyPortfolio

T. RowePrice

Mid-CapGrowthPortfolio

Brady Bonds X

Collateralized Mortgage Obligations X X

Convertible Securities X X X

Depositary Receipts X X X

Derivatives:

Options X X X

Futures X X X

Direct Participation in Corporate Loans X

Dollar Roll Transactions X

Foreign Currency Transactions X X X

Foreign Debt Securities X X

Foreign Equity Securities X X X

Forward Commitments, When-Issued and Delayed Delivery Securities X X X

High Quality Short-Term Debt Obligations including Bankers’ Acceptances,Commercial Paper and Certificates of Deposit issued or guaranteed by BankHolding Companies in the U.S., their Subsidiaries and Foreign Branches or of theWorld Bank; Variable Amount Master Demand Notes and Variable Rate Notesissued by U.S. and Foreign Corporations X X X X

High Yield/High Risk Debt Securities X X

Hybrid Instruments X X X

Illiquid and Restricted Securities X X X X X

Indexed Securities X X

Interest Rate Transactions X

Investment Grade Debt Securities X X X

Investments in Other Investment Companies including Passive Foreign InvestmentCompanies X X

Mortgage-backed Securities, including GNMA Certificates, Mortgage-backed Bonds X

Municipal Securities X

Non-mortgage Asset-backed Securities X

PIK (pay-in-kind) Debt Securities and Zero-Coupon Bonds X

Preferred Stocks X X X X

Real Estate Investment Trusts X X X

Repurchase Agreements X X X X

Reverse Repurchase Agreements X X

Rights and Warrants X X

Securities Loans X X X X

Short Sales (Against the Box) X X

Structured Notes X X

U.S. Government Securities X X X X

51

Brady Bonds. Brady Bonds are collateralized or uncollateralized fixed income securitiescreated through the exchange of existing commercial bank loans to public and private entitiesin certain emerging markets for new bonds in connection with debt restructurings. BradyBonds have been issued only recently and, accordingly do not have a long payment history.These securities are subject to credit risk and interest rate risk.

Collateralized Mortgage Obligations (CMOs). CMOs are fixed income securitiessecured by mortgage loans and other mortgage-backed securities and are generally consideredto be derivatives. CMOs may be issued or guaranteed by the U.S. Government or its agenciesor instrumentalities or collateralized by a portfolio of mortgages or mortgage-related securitiesguaranteed by such an agency or instrumentality or may be non-U.S. Governmentguaranteed.

CMOs carry general fixed income securities risks, such as credit risk and interest rate risk, andrisks associated with mortgage-backed securities, including prepayment risk, which is the riskthat the underlying mortgages or other debt may be refinanced or paid off prior to theirmaturities during periods of declining interest rates. In that case, an Adviser may have to re-invest the proceeds from the securities at a lower rate. Potential market gains on a securitysubject to prepayment risk may be more limited than potential market gains on a comparablesecurity that is not subject to prepayment risk.

Convertible Securities. Convertible securities are preferred stocks or bonds that pay afixed dividend or interest payment and are convertible into common stock at a specified priceor conversion ratio.

Traditionally, convertible securities have paid dividends or interest rates higher than commonstocks but lower than nonconvertible securities. They generally participate in the appreciationor depreciation of the underlying stock into which they are convertible, but to a lesser degree.These securities are also subject to market risk, interest rate risk and credit risk.

Depositary Receipts. Depositary receipts are receipts for shares of a foreign-based corpo-ration that entitle the holder to dividends and capital gains on the underlying security. Re-ceipts include those issued by domestic banks (American Depositary Receipts), foreign banks(Global or European Depositary Receipts), and broker-dealers (depositary shares).

These instruments are subject to market risk and foreign investment risk.

Derivatives. Derivatives are used to limit risk in a Portfolio or to enhance investment re-turn, and have a return tied to a formula based upon an interest rate, index, price of a security,or other measurement. Derivatives include options, futures, forward contracts and relatedproducts.

Options are the right, but not the obligation, to buy or sell a specified amount of securities orother assets on or before a fixed date at a predetermined price.

Futures are contracts that obligate the buyer to receive and the seller to deliver an instrumentor money at a specified price on a specified date.

52

Forward contracts are contracts to purchase or sell a specified amount of a financial instru-ment for an agreed upon price at a specified time.

Derivatives may be used to hedge against an opposite position that a Portfolio holds. Any lossgenerated by the derivatives should be offset by gains in the hedged investment. While hedg-ing can reduce or eliminate losses, it can also reduce or eliminate gains or result in losses ormissed opportunities. In addition, derivatives that are used for hedging the Portfolio inspecific securities may not fully offset the underlying positions. The counterparty to a de-rivatives contract also could default. Derivatives that involve leverage could magnify losses.

Derivatives may also be used to maintain a Portfolio’s exposure to the market, manage cashflows or to attempt to increase income. Using derivatives for purposes other than hedging isspeculative and involves greater risks. In many foreign countries, futures and options marketsdo not exist or are not sufficiently developed to be effectively used by a Portfolio that investsin foreign securities.

Direct Participation in Corporate Loans. By purchasing a loan, the Portfolio acquiressome or all of the interest of a bank or other lending institution in a loan to a corporate bor-rower. Many such loans are secured, and most impose restrictive covenants which must bemet by the borrower. These loans are made generally to finance internal growth, mergers,acquisitions, stock repurchases, leveraged buy-outs and other corporate activities. Such loansmay be in default at the time of purchase. The Portfolio may also purchase trade or otherclaims against companies, which generally represent money owed by the company to asupplier of goods or services. These claims may also be purchased at a time when the companyis in default. Certain of the loans acquired by a Portfolio may involve revolving credit facilitiesor other standby financing commitments which obligate the Portfolio to pay additional cashon a certain date or on demand.

The highly leveraged nature of many such loans may make such loans especially vulnerable toadverse changes in economic or market conditions. Loans and other direct investments maynot be in the form of securities or may be subject to restrictions on transfer, and only limitedopportunities may exist to resell such instruments. As a result, the Portfolio may be unable tosell such investments at an opportune time or may have to resell them at less than fair marketvalue.

Dollar Roll Transactions. Dollar roll transactions are comprised of the sale by the Portfo-lio of mortgage-based or other fixed income securities, together with a commitment to pur-chase similar, but not identical, securities at a future date. In addition, the Portfolio is paid afee as consideration for entering into the commitment to purchase. Dollar rolls may be re-newed after cash settlement and initially may involve only a firm commitment agreement bythe Portfolio to buy a security. Dollar roll transactions are treated as borrowings for purposesof the 1940 Act, and the aggregate of such transactions and all other borrowings of the Portfo-lio (including reverse repurchase agreements) will be subject to the requirement that the Port-folio maintain asset coverage of 300% for all borrowings.

If the broker-dealer to whom the Portfolio sells the security becomes insolvent, the Portfolio’sright to purchase or repurchase the security may be restricted; the value of the security maychange adversely over the term of the dollar roll; the security that the Portfolio is required to

53

repurchase may be worth less than the security that the Portfolio originally held; and the re-turn earned by the Portfolio with the proceeds of a dollar roll may not exceed transactioncosts.

Foreign Currency Transactions. Foreign currency transactions are entered into for thepurpose of hedging against foreign exchange risk arising from the Portfolio’s investment oranticipated investment in securities denominated in foreign currencies. The Portfolio also mayenter into these contracts for purposes of increasing exposure to a foreign currency or to shiftexposure to foreign currency fluctuations from one country to another. Foreign currencytransactions include the purchase of foreign currency on a spot (or cash) basis, contracts topurchase or sell foreign currencies at a future date (forward contracts), the purchase and sale offoreign currency futures contracts, and the purchase of exchange traded and over-the-countercall and put options on foreign currency futures contracts and on foreign currencies.

These hedging transactions do not eliminate fluctuations in the underlying prices of the secu-rities which the Portfolio owns or intends to purchase or sell. They simply establish a rate ofexchange which can be achieved at some future point in time.

Foreign currency exchange rates may fluctuate significantly over short periods of time. A for-ward foreign currency exchange contract reduces the Portfolio’s exposure to changes in thevalue of the currency it will deliver and increases its exposure to changes in the value of thecurrency it will exchange into. Contracts to sell foreign currency will limit any potential gainwhich might be realized by the Portfolio if the value of the hedged currency increases. In thecase of forward contracts entered into for the purpose of increasing return, the Portfolio maysustain losses which will reduce its gross income. Forward foreign currency exchange contractsalso involve the risk that the party with which the Portfolio enters the contract may fail to per-form its obligations to the Portfolio. The purchase and sale of foreign currency futures con-tracts and the purchase of call and put options on foreign currency futures contracts and onforeign currencies involve certain risks associated with derivatives.

Foreign Debt Securities. Foreign debt securities are issued by foreign corporations andgovernments. They may include Eurodollar obligations and Yankee bonds.

Foreign debt securities are subject to foreign investment risk, credit risk and interest rate risk.Securities in developing countries are also subject to the additional risks associated withemerging markets.

Foreign Equity Securities. Foreign equity securities are subject to foreign investment riskin addition to the risks applicable to domestic equity securities, such as market risk.

Forward Commitments, When-Issued and Delayed Delivery Securities. Forwardcommitments, when-issued and delayed delivery securities generally involve the purchase of asecurity with payment and delivery at some time in the future—i.e., beyond normal settle-ment. The Portfolios do not earn interest on such securities until settlement and bear the riskof market value fluctuations in between the purchase and settlement dates. New issues ofstocks and bonds, private placements and U.S. Government securities may be sold in thismanner.

54

High Quality Short-Term Debt Obligations including Bankers’ Acceptances, Com-mercial Paper and Certificates of Deposit issued or guaranteed by Bank HoldingCompanies in the U.S., their Subsidiaries and Foreign Branches or of the WorldBank; Variable Amount Master Demand Notes and Variable Rate Notes issued byU.S. and Foreign Corporations.

Commercial paper is a short-term debt obligation with a maturity ranging from one to 270days issued by banks, corporations, and other borrowers to investors seeking to invest idlecash.

Variable amount master demand notes differ from ordinary commercial paper in that they areissued pursuant to a written agreement between the issuer and the holder, their amounts maybe increased from time to time by the holder (subject to an agreed maximum) or decreased bythe holder or the issuer, they are payable on demand, the rate of interest payable on them var-ies with an agreed formula and they are typically not rated by a rating agency. Transfer of suchnotes is usually restricted by the issuer, and there is no secondary trading market for them.Any variable amount master demand note purchased by a Portfolio will be regarded as an illi-quid security.

These instruments are subject to credit risk, interest rate risk and foreign investment risk.

High Yield/High Risk Debt Securities. High yield/high risk debt securities are securitiesthat are rated below investment grade by the primary rating agencies (e.g., BB or lower byStandard & Poor’s Ratings Services (“S&P”) and Ba or lower by Moody’s Investors Services,Inc. (“Moody’s”)). Other terms commonly used to describe such securities include “lowerrated bonds,” “noninvestment grade bonds,” and “junk bonds.”

High yield/high risk debt securities are subject to high yield debt security risk as described in“Primary Risks of Investing in the Portfolios” above.

Hybrid Instruments. Hybrid instruments are a form of a derivative and combine the ele-ments of futures contracts or options with those of debt, preferred equity or a depositary in-strument. They are often indexed to the price of a commodity, particular currency, or adomestic or foreign debt or equity security index. Examples of hybrid instruments includedebt instruments with interest or principal payments or redemption terms determined byreference to the value of a currency or commodity or securities index at a future point in timeor preferred stock with dividend rates determined by reference to the value of a currency.

Hybrids may bear interest or pay dividends at below market (or even relatively nominal) rates.Under certain conditions, the redemption value of the instrument could be zero. Hybrids canhave volatile prices and limited liquidity and their use by the Portfolio may not be successful.

Illiquid and Restricted Securities. Each Portfolio may invest a portion of its assets in re-stricted and illiquid securities, which are investments that the Portfolio cannot easily resellwithin seven days at current value or that have contractual or legal restriction on resale. Re-stricted securities include those which are not registered under the Securities Act of 1933, asamended (the “1933 Act”), and are purchased directly from the issuer or in the secondarymarket (private placements).

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If the Portfolio buys restricted or illiquid securities it may be unable to quickly resell them ormay be able to sell them only at a price below current value or could have difficulty valuingthese holdings precisely.

In recent years, however, a large institutional market has developed for certain securities thatare not registered under the 1933 Act including repurchase agreements, commercial paper,foreign securities, municipal securities and corporate bonds and notes. Institutional investorsdepend on an efficient institutional market in which the unregistered security can be readilyresold or on an issuer’s ability to honor a demand for repayment. The fact that there are con-tractual or legal restrictions on resale to the general public or to certain institutions may not beindicative of the liquidity of such investments.

Indexed Securities. A Portfolio may invest in indexed securities whose value is linked toforeign currencies, interest rates, commodities, indices or other financial indicators. Most in-dexed securities are short to intermediate term fixed income securities whose values at ma-turity (i.e., principal value) or interest rates rise or fall according to changes in the value of oneor more specified underlying instruments. Indexed securities may be positively or negativelyindexed (i.e., their principal value or interest rates may increase or decrease if the underlyinginstrument appreciates), and may have return characteristics similar to direct investments inthe underlying instrument or to one or more options on the underlying instrument. Indexedsecurities may be more volatile than the underlying instrument itself and could involve theloss of all or a portion of the principal amount of, or interest on, the instrument.

Interest Rate Transactions. Interest rate transactions are hedging transactions such as in-terest rate swaps and the purchase or sale of interest rate caps and floors. They are used by aPortfolio in an attempt to protect the value of its investments from interest rate fluctuations.Interest rate swaps involve the exchange by the Portfolio with another party of their respectivecommitments to pay or receive interest, e.g., an exchange of floating rate payments for fixedrate payments. The purchase of an interest rate cap entitles the purchaser, to the extent that aspecified index exceeds a predetermined interest rate, to receive payments of interest on a no-tional principal amount from the party selling such interest rate cap. The purchase of aninterest rate floor entitles the purchaser, to the extent that a specified index falls below a pre-determined interest rate, to receive payments of interest on a notional principal amount fromthe party selling such interest rate floor. The Adviser to the Portfolio enters into these trans-actions on behalf of the Portfolio primarily to preserve a return or spread on a particularinvestment or portion of its portfolio or to protect against any increase in the price of secu-rities the Portfolio anticipates purchasing at a later date. The Portfolio will not sell interestrate caps or floors that it does not own.

There is the risk that the Adviser may incorrectly predict the direction of interest rates result-ing in losses to the Portfolio.

Investment Grade Debt Securities. Investment grade debt securities are securities rated inone of the four highest rating categories by S&P, Moody’s or other nationally recognized rat-ing agency. These securities are subject to interest rate risk and credit risk. Securities rated inthe fourth investment category by a nationally recognized rating agency (e.g. BBB by S&Pand Baa by Moody’s) may have speculative characteristics.

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Investments in Other Investment Companies including Passive Foreign InvestmentCompanies. When the Portfolio invests in another investment company, it must bear themanagement and other fees of the investment company, in addition to its own expenses. As aresult, the Portfolio may be exposed to duplicate expenses which could lower its value.Investments in passive foreign investment companies also are subject to foreign investmentrisk.

Passive foreign investment companies are any foreign corporations which generate certainamounts of passive income or hold certain amounts of assets for the production of passiveincome. Passive income includes dividends, royalties, rent, and annuities.

Mortgage-backed Securities, including GNMA Certificates, Mortgage-backed Bondsand Stripped Mortgage-backed Securities. Mortgage-backed securities include securitiesbacked by Ginnie Mae and Fannie Mae as well as by private issuers. These securities representcollections (pools) of commercial and residential mortgages. These securities are generallypass-through securities, which means that principal and interest payments on the underlyingsecurities (less servicing fees) are passed through to shareholders on a pro rata basis.

These securities carry general fixed income security risks, such as credit risk and interest raterisk, as well as prepayment risk.

Municipal Securities. Municipal securities are debt obligations issued by local, state andregional governments that provide interest income that is exempt from federal income tax.These securities are subject to interest rate risk and credit risk.

Non-mortgage Asset-backed Securities. Non-mortgage asset-backed securities includeequipment trust certificates and interests in pools of receivables, such as motor vehicleinstallment purchase obligations and credit card receivables. Such securities are generally is-sued as pass-through certificates, which represent undivided fractional ownership interests inthe underlying pools of assets. This means that principal and interest payments on the under-lying securities (less servicing fees) are passed through to shareholders on a pro rata basis.

The value of some asset-backed securities may be particularly sensitive to changes in prevailinginterest rates, and like other fixed income investments, the ability of the Portfolio to success-fully use these instruments may depend in part upon the ability of an Adviser to forecastinterest rates and other economic factors correctly.

PIK (pay-in-kind) Debt Securities and Zero-Coupon Bonds. PIK debt securities aredebt obligations which provide that the issuer may, at its option, pay interest on such bondsin cash or in the form of additional debt obligations. Such investments benefit the issuer bymitigating its need for cash to meet debt service, but also require a higher rate of return to at-tract investors who are willing to defer receipt of such cash.

Zero-coupon bonds are bonds that provide for no current interest payment and are sold at adiscount. These investments pay no interest in cash to its holder during its life and usuallytrade at a deep discount from their face or par value. These investments may experiencegreater volatility in market value due to changes in interest rates than debt obligations whichmake regular payments of interest. The Portfolio will accrue income on such investments for

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tax accounting purposes, as required, which is distributable to shareholders and which, be-cause no cash is received at the time of accrual, may require the liquidation of other portfoliosecurities to satisfy the Portfolio’s distribution obligations.

These securities are subject to credit risk and interest rate risk.

Preferred Stocks. Preferred stocks are equity securities that generally pay dividends at aspecified rate and have preference over common stock in the payment of dividends and liqui-dation. Preferred stock generally does not carry voting rights.

Preferred stocks are subject to market risk. In addition, because preferred stocks pay fixed divi-dends, an increase in interest rates may cause the price of a preferred stock to fall.

Real Estate Investment Trusts. REITs are entities which invest in commercial and otherreal estate properties. Risks associated with investments in securities of companies in the realestate industry include: decline in the value of real estate; risks related to general and localeconomic conditions; overbuilding and increased competition; increases in property taxes andoperating expenses; changes in zoning laws; casualty or condemnation losses; variations inrental income; changes in neighborhood values; the appeal of properties to tenants; and in-creases in interest rates. In addition, equity REITs may be affected by changes in the values ofthe underlying property owned by the trusts, while mortgage real estate investment trusts maybe affected by the quality of credit extended. REITs are dependent upon management skills,may not be diversified and are subject to the risks of financing projects. Such REITs are alsosubject to heavy cash flow dependency, defaults by borrowers, self liquidation and the possi-bility of failing to qualify for tax-free pass-through of income under the Internal RevenueCode of 1986, as amended (the “Code”), and to maintain exemption from the 1940 Act. Inthe event an issuer of debt securities collateralized by real estate defaults, it is conceivable thatthe REITs could end up holding the underlying real estate.

Repurchase Agreements. Repurchase agreements involve the purchase of a security by aPortfolio and a simultaneous agreement by the seller (generally a bank or dealer) to repurchasethe security from the Portfolio at a specified date or upon demand. This technique offers amethod of earning income on idle cash.

Repurchase agreements involve credit risk, i.e., the risk that the seller will fail to repurchasethe security, as agreed. In that case, the Portfolio will bear the risk of market value fluctuationsuntil the security can be sold and may encounter delays and incur costs in liquidating thesecurity.

Reverse Repurchase Agreements. Reverse repurchase agreements involve the sale of asecurity by a Portfolio to another party (generally a bank or dealer) in return for cash and anagreement by the Portfolio to buy the security back at a specified price and time.

Reverse repurchase agreements will be used primarily to provide cash to satisfy unusually highredemption requests or for other temporary or emergency purposes. Reverse repurchaseagreements are considered a form of borrowing by the Portfolio and, therefore, are a form ofleverage. Leverage may cause any gains or losses of the Portfolio to be magnified.

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Rights and Warrants. Warrants basically are options to purchase equity securities atspecific prices valid for a specific period of time. Their prices do not necessarily move parallelto the prices of the underlying securities. Rights are similar to warrants, but normally have ashort duration and are distributed directly by the issuer to its shareholders. Rights and war-rants have no voting rights, receive no dividends and have no rights with respect to the assetsof the issuer. These investments carry the risk that they may be worthless to the Portfolio atthe time it may exercise its rights, due to the fact that the underlying securities have a marketvalue less than the exercise price.

Securities Loans. For purposes of realizing additional income, a Portfolio may lend secu-rities to broker-dealers or institutional investors approved by the Board of Trustees. All secu-rities loans will be made pursuant to agreement requiring the loans to be continuously securedby collateral in cash or high grade debt obligations at least equal at all times to the marketvalue of the loaned securities. The borrower pays to the Portfolio an amount equal to anydividends or interest received on loaned securities. The Portfolio retains all or a portion of theinterest received on investment of cash collected or receives a fee from the borrower.

The risk in lending portfolio securities, as with other extensions of secured credit, consist ofpossible delay in receiving additional collateral, or in the recovery of the securities or possibleloss of rights in their collateral should the borrower fail financially.

Short Sales. Short sales are sales of securities that the seller does not own. The seller mustborrow the securities to make delivery to the buyer. A short sale may be uncollateralized oragainst-the-box. A short sale is “against-the-box” if at all times when the short position isopen, the seller owns an equal amount of the securities sold short or securities convertible in-to, or exchanged without further consideration for, securities of the same issue as the securitiessold short.

The price of securities purchased to replace borrowed securities sold short may be greater thanproceeds received in the short sale resulting in a loss to the Portfolio.

Structured Notes. A form of hybrid investment, structured notes are derivatives on whichthe amount of principal repayment and/or interest payments is based upon the movement ofone or more factors. Structured notes are interests in entities organized and operated for thepurpose of restructuring the investment characteristics of debt obligations. Structured notesare typically sold in private placement transactions, and there currently is no active tradingmarket for structured notes.

Structured notes are also subject to credit risk and interest rate risk and can have volatileprices.

U.S. Government Securities. U.S. Government securities include direct obligations of theU.S. Government that are supported by its full faith and credit, like Treasury bills andGNMA certificates. Treasury bills have initial maturities of less than one year, Treasury noteshave initial maturities of one to ten years and Treasury bonds may be issued with any maturitybut generally have maturities of at least ten years. U.S. Government securities also include in-direct obligations of the U.S. Government that are issued by federal agencies and government-sponsored entities, like bonds and notes issued by the Federal Home Loan Bank, Fannie Mae,

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and Sallie Mae. Unlike Treasury securities, agency securities generally are not backed by thefull faith and credit of the U.S. Government. Some agency securities are supported by theright of the issuer to borrow from the Treasury, others are supported by the discretionary au-thority of the U.S. Government to purchase the agency’s obligations and others are supportedonly by the credit of the sponsoring agency.

U.S. Government securities are subject to interest rate risk. Credit risk is remote.

Defensive Investments

Under adverse market or economic conditions, a Portfolio could invest for temporary de-fensive purposes some or all of its assets in money market securities or utilize other investmentstrategies that may be inconsistent with a Portfolio’s principal investment strategy. Although aPortfolio would employ these measures only in seeking to avoid losses, they could reduce thebenefit from an upswing in the market or prevent the Portfolio from meeting its investmentobjective.

Portfolio Turnover

The Portfolios’ Advisers will sell a security when they believe it is appropriate to do so, regard-less of how long a Portfolio has owned that security. Buying and selling securities generallyinvolves some expense to a Portfolio, such as commissions paid to brokers and other trans-action costs. Generally speaking, the higher a Portfolio’s annual portfolio turnover rate, thegreater its brokerage costs. Increased brokerage costs may adversely affect a Portfolio’sperformance. The Portfolios, with the exception of Janus Aggressive Growth Portfolio, MFSResearch International Portfolio, PIMCO Total Return Portfolio and RCM Global Technol-ogy Portfolio generally intend to purchase securities for long-term investment and thereforewill have a relatively low turnover rate. Annual turnover rate of 100% or more is consideredhigh and will result in increased costs to the Portfolios. Janus Aggressive Growth Portfolio,MFS Research International Portfolio, PIMCO Total Return Portfolio and RCM GlobalTechnology Portfolio generally will have annual turnover rates of 100% or more.

Downgrades in Fixed Income Debt Securities

Unless required by applicable law, the Portfolios are not required to sell or dispose of any debtsecurity that either loses its rating or has its rating reduced after a Portfolio purchases thesecurity.

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MANAGEMENT

The Trust’s Board of Trustees is responsible for managing the business affairs of the Trust.The Trustees meet periodically to review the affairs of the Trust and to establish certain guide-lines which the Manager and Advisers are expected to follow in implementing the investmentpolicies and objectives of the Trust. The Trustees also review the management of the Portfo-lios’ assets by the Advisers. Information about the Trustees and executive officers of the Trustis contained in the SAI.

The Manager

Met Investors Advisory, LLC (the “Manager”), 22 Corporate Plaza Drive, Newport Beach,California 92660, has overall responsibility for the general management and administration ofall of the Portfolios. The Manager selects and pays the fees of the Advisers for each of theTrust’s Portfolios and monitors each Adviser’s investment program. The Manager is an affili-ate of Metropolitan Life Insurance Company.

As compensation for its services to the Portfolios, the Manager receives monthly compensa-tion at an annual rate of a percentage of’ the average daily net assets of each Portfolio. Theadvisory fees for each Portfolio are:

Portfolio Advisory FeeMet/AIM Mid Cap Core Equity Portfolio 0.75% of first $150 million of such assets plus

0.70% of such assets over $150 million up to $500 millionplus 0.675% of such costs over $500 million

Met/AIM Small Cap Growth Portfolio 0.90% of first $500 million of such assets plus 0.85% ofsuch assets over $500 million

Harris Oakmark International Portfolio 0.85% of first $500 million of such assets plus0.80% of such assets over $500 million up to $1 billion plus0.75% of such assets over $1 billion

Janus Aggressive Growth Portfolio 0.75% of first $25 million of such assets plus 0.70% of suchassets over $25 million up to $250 million plus 0.65% ofsuch assets over $250 million up to $1 billion plus 0.55% ofsuch assets over $1 billion

Lord Abbett Bond Debenture Portfolio 0.60% of first $250 million of such assets plus0.55% of such assets over $250 million up to $500 millionplus 0.50% of such assets over $500 million up to $1 billionplus 0.45% of such assets over $1 billion

MFS Research International Portfolio 0.80% of first $200 million of such assets plus 0.75% ofsuch assets over $200 million up to $500 million plus0.70% of such assets over $500 million up to $1 billion plus0.65% of such assets over $1 billion

Neuberger Berman Real Estate Portfolio 0.70% of first $200 million of such assets plus 0.65% ofsuch assets over $200 million up to $750 million plus0.55% of such assets over $750 million

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Portfolio Advisory FeeOppenheimer Capital Appreciation Portfolio 0.65% of first $150 million of such assets plus 0.625% of

such assets over $150 million up to $300 million plus0.60% of such assets over $300 million up to $500 millionplus 0.55% of such assets over $500 million

PIMCO Total Return Portfolio 0.50%

RCM Global Technology Portfolio 0.90% of first $500 million of such assets plus 0.85% ofsuch assets over $500 million

T. Rowe Price Mid-Cap Growth Portfolio 0.75%

A discussion regarding the basis of the Board of Trustees’ approval of the Management Agree-ment with the Manager and the investment advisory agreements with the Advisers is availablein the SAI.

Expense Limitation Agreement

In the interest of limiting expenses of certain Portfolios until April 30, 2006, the Manager hasentered into an expense limitation agreement with the Trust (“Expense LimitationAgreement”). Pursuant to that Expense Limitation Agreement, the Manager has agreed towaive or limit its fees and to assume other expenses so that the total annual operating expensesof the Portfolios set forth below other than interest, taxes, brokerage commissions, other ex-penditures which are capitalized in accordance with generally accepted accounting principles,other extraordinary expenses not incurred in the ordinary course of each Portfolio’s businessand amounts payable pursuant to a plan adopted in accordance with Rule 12b-1 under the1940 Act are limited to the following respective expense ratios:

Expense Limitation Provisions

PortfoliosTotal Expenses Limited to(% of daily net assets)

Met/AIM Mid Cap Core Equity 0.90%Met/AIM Small Cap Growth 1.05%Harris Oakmark International 1.10%Janus Aggressive Growth 0.90%MFS Research International 1.00%Neuberger Berman Real Estate 0.90%Oppenheimer Capital Appreciation 0.75%RCM Global Technology 1.10%T. Rowe Price Mid-Cap Growth 0.90%

Each Portfolio may at a later date reimburse to the Manager the management fees waived orlimited and other expenses assumed and paid by the Manager pursuant to the Expense Limi-tation Agreement provided such Portfolio has reached a sufficient asset size to permit suchreimbursement to be made without causing the total annual expense ratio of each Portfolio toexceed the percentage limits stated above. Consequently, no reimbursement by a Portfolio willbe made unless: (i) the Portfolio’s total annual expense ratio is less than the respective percen-tages stated above; and (ii) the payment of such reimbursement has been approved by theTrust’s Board of Trustees.

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The total amount of reimbursement to which the Manager may be entitled will equal, at anytime, the sum of (i) all investment management fees previously waived or reduced by theManager and (ii) all other payments previously remitted by the Manager to the Portfolio dur-ing any of the previous five fiscal years, less any reimbursement that the Portfolio has pre-viously paid to the Manager with respect to (a) such investment management fees previouslywaived or reduced and (b) such other payments previously remitted by the Manager to thePortfolio.

The Advisers

Under the terms of the agreements between each Adviser and the Manager, the Adviser willdevelop a plan for investing the assets of each Portfolio, select the assets to be purchased andsold by each Portfolio, select the broker-dealer or broker-dealers through which the Portfoliowill buy and sell its assets, and negotiate the payment of commissions, if any, to those broker-dealers. Each Adviser follows the investment policies set by the Manager and the Board ofTrustees for each of the Portfolios. Day-to-day management of the investments in eachPortfolio is the responsibility of the Adviser’s portfolio managers. The portfolio managers ofeach Portfolio are indicated below following a brief description of each Adviser. The SAI pro-vides additional information about each committee member’s or portfolio manager’s compen-sation, other accounts managed and the person’s ownership of securities in the Portfolio.

The Trust and the Manager have received an exemptive order from the Securities and Ex-change Commission that permits the Manager, subject to certain conditions, and without theapproval of shareholders to: (a) employ a new unaffiliated investment adviser for a Portfoliopursuant to the terms of a new investment advisory agreement, in each case either as areplacement for an existing Adviser or as an additional Adviser; (b) change the terms of anyinvestment advisory agreement; and (c) continue the employment of an existing Adviser onthe same advisory contract terms where a contract has been assigned because of a change incontrol of the Adviser. In such circumstances, shareholders would receive notice of such ac-tion, including the information concerning the new Adviser that normally is provided in aproxy statement.

The Manager pays each Adviser a fee based on the Portfolio’s average daily net assets. No Port-folio is responsible for the fees paid to each of the Advisers.

A I M CAPITAL MANAGEMENT, INC. (“AIM”), 11 Greenway Plaza, Suite 100, Houston,Texas 77046, is the Adviser to the Met/AIM Mid Cap Core Equity and Met/AIM Small CapGrowth Portfolios of the Trust. AIM has acted as an investment adviser since its organizationin 1986. Today, AIM, together with its affiliates, advises or manages over 200 investmentportfolios, including the Portfolios, encompassing a broad range of investment objectives.AIM is an indirect wholly owned subsidiary of AMVESCAP PLC, London, England. Totalnet assets under the management of AIM and its affiliates was approximately $138 billion asof December 31, 2004.

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MET/AIM MID CAP CORE EQUITY PORTFOLIO

The Adviser uses a team approach to investment management. The individual member of theteam who is primarily responsible for the day-to-day management of the Portfolio is:

� Ronald S. Sloan, Senior Portfolio Manager, who has been responsible for the AIM MidCap Core Equity Fund since 1998 and has been associated with the Adviser and/or itsaffiliates since 1998. He is assisted by the Mid/Large Cap Core Team which may becomprised of portfolio managers, research analysts and other investment professionalsof the advisor. Team members provide research support and make securities recom-mendations with respect to the fund’s portfolio, but do not have day-to-day manage-ment responsibilities with respect to the fund’s portfolio. Members of the Team maychange from time to time.

MET/AIM SMALL CAP GROWTH PORTFOLIO

The Adviser uses a team approach to investment management. The members of the team whoare primarily responsible for the day-to-day management of the Portfolio are:

� Juliet S. Ellis (lead manager), Senior Portfolio Manager, has been responsible for theportfolio since 2004 and has been associated with Aim and/or its affiliates since 2004.From 2000 to 2004, she was Managing Director and from 1993 to 2004, she was a se-nior portfolio manager with JPMorgan Fleming Asset Management.

� Juan R. Hartsfield, Portfolio Manager, has been responsible for the portfolio since 2004and has been associated with AIM and/or its affiliates since 2004. From 2000 to 2004,he was a co-portfolio manager with JPMorgan Fleming Asset Management. From 1999to 2000, he was a management consultant with Booz Allen & Hamilton.

� They are assisted by the Small Cap Core/Growth Team which may be comprised ofportfolio managers, research analysts and other investment professionals of the advisor.Team members provide research support and make securities recommendations withrespect to the fund’s portfolio, but do not have day-to-day management responsibilitieswith respect to the fund’s portfolio. Members of the Team may change from time totime.

HARRIS ASSOCIATES L.P. (“Harris”), Two North Lasalle Street, Suite 500, Chicago, Illinois60602, is the Adviser to the Harris Oakmark International Portfolio of the Trust. Harris is aDelaware limited partnership organized in 1995. The general partnership interest in Harris isowned by Harris Associates Inc., which in turn is a wholly-owned subsidiary of Paris-basedIXIS Management Holdings, LLC. Together with its predecessor, Harris has managed mutualfunds since 1970 and manages more than $60.3 billion of assets as of December 31, 2004.

� David G. Herro, CFA, Partner and Chief Investment Officer-International, andMichael J. Welsh, CFA, CPA and Partner, manage the Portfolio. Mr. Herro joinedHarris in 1992 as a portfolio manager and analyst. Mr. Welsh joined Harris in 1992 asan international analyst.

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PRIOR EXPERIENCE WITH COMPARABLE FUND

The Harris Oakmark International Portfolio and the Oakmark International Fund, which isalso advised by Harris, have substantially similar investment objectives, policies and strategies.Harris began managing the Portfolio on January 1, 2003. In order to provide you with in-formation regarding the investment capabilities of Harris, performance information regardingthe Oakmark International Fund is presented. Such performance information should not berelied upon as an indication of the future performance of the Portfolio because, among otherthings, the asset sizes and expenses of Oakmark International Fund and the Portfolio will vary.

The table below compares the Oakmark International Fund’s average annual compoundedtotal returns for the 1-, 5- and 10-year periods through 12/31/04 with the Morgan StanleyCapital International World ex U.S. Index, an unmanaged index which includes countriesthroughout the world, excluding the U.S. and Canada, in proportion to world stock marketcapitalization. An index does not include transaction costs associated with buying and sellingsecurities or any mutual fund expenses. It is not possible to invest directly in an index. Thecalculations of total return assume the reinvestment of all dividends and capital gain dis-tributions and the deduction of all recurring expenses that were charged to shareholder ac-counts. These figures do not include the effect of Contract charges. If these Contract chargeshad been included, performance would have been lower.

Average Annual Total Return as of 12/31/041 Year 5 Year 10 Year

Oakmark International Fund—Class I shares 19.09% 9.93% 11.54%MSCI World ex U.S. Index 20.39% -0.77% 5.94%

JANUS CAPITAL MANAGEMENT LLC (“Janus”), 151 Detroit Street, Denver, Colorado80206, is the Adviser to the Janus Aggressive Growth Portfolio of the Trust. Janus began serv-ing as an investment adviser in 1969 and currently serves as investment adviser to all of theJanus funds, acts as sub-adviser for a number of private-label mutual funds and provides sepa-rate account advisory services for institutional accounts. Janus is a subsidiary of Janus CapitalGroup Inc. As of December 31, 2004, Janus Capital Group, Inc. managed approximately$139 billion in assets.

� Claire Young, CFA, Vice President of the Adviser. Ms. Young has been the portfoliomanager of the Janus Olympus Fund since August, 1997. Ms. Young joined Janus inJanuary, 1992.

LORD, ABBETT & CO. LLC (“Lord Abbett”), 90 Hudson Street, Jersey City, New Jersey07302, is the Adviser to the Lord Abbett Bond Debenture Portfolio of the Trust. Lord Abbetthas been an investment manager for over 70 years and as of December 31, 2004 managedapproximately $93 billion in a family of mutual funds and other advisory accounts.

LORD ABBETT BOND DEBENTURE PORTFOLIO

� Lord Abbett uses a team of investment managers and analysts acting together to man-age the Portfolio’s investments. Christopher J. Towle, Partner and Investment Managerof Lord Abbett, heads the team and is primarily responsible for the day-to-daymanagement of the Portfolio. Mr. Towle has been with Lord Abbett since 1987.

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MASSACHUSETTS FINANCIAL SERVICES COMPANY (“MFS”), 500 Boylston Street, Bos-ton, Massachusetts 02116, is the Adviser to the MFS Research International Portfolio of theTrust. MFS is America’s oldest mutual fund organization. MFS is a subsidiary of Sun Life ofCanada (U.S.) Financial Services Holdings, Inc., which in turn is an indirect wholly-ownedsubsidiary of Sun Life Financial Services of Canada, Inc. (a diversified financial servicesorganization). MFS and its predecessor organizations have a history of money managementdating from 1924 and the founding of the first mutual fund, Massachusetts Investors Trust.Net assets under the management of the MFS organization were approximately $140.3 billionas of December 31, 2004.

� The Portfolio is managed by a committee of research analysts under the general super-vision of Thomas Melendez and José Luiz Garcia.

� Mr. Melendez, Vice President of MFS, joined MFS in 2002 as an associate portfoliomanager with more than ten years experience, including three years as an EmergingMarket Product Specialist for Schroders North America, two years as a GeneralManager for Schroders Argentina and three years as a Vice President, Latin AmericanFund Manager for Schroders Capital Management International, London.

� Mr. Garcia, Vice President of MFS and global equity research analyst, joined MFS in2002. Prior to joining MFS, Mr. Garcia was Chief Executive Officer of Telefonica B2Bin Mexico City for two years and for two years prior to that position, Principal of TexasPacific Group.

NEUBERGER BERMAN MANAGEMENT, INC. (“Neuberger Berman”), 605 Third Avenue, 2nd

Floor, New York, New York 10158, is the Adviser to the Neuberger Berman Real Estate Port-folio of the Trust. Neuberger Berman is a wholly-owned subsidiary of Lehman Brothers Hold-ings, Inc., a publicly owned company. The firm and its affiliates manage $82.9 billion in totalassets as of December 31, 2004 and continue an asset management history that began in1939.

� Steven R. Brown, a Vice President of Neuberger Berman and a Managing Director ofNeuberger Berman, LLC. He joined Neuberger Berman in 2002 and from 1997 to2002, he was a portfolio co-manager of a comparable fund at an investment firm spe-cializing in securities of REITs.


The Neuberger Berman Real Estate Portfolio and the Neuberger Berman Real Estate Fund,which is also advised by Neuberger Berman, have substantially similar investment objectives,policies, and strategies. Since the Portfolio commenced operations in April 2004, it does nothave a significant operating history. In order to provide you with information regarding theinvestment capabilities of Neuberger Berman, performance information regarding the Neu-berger Berman Real Estate Fund is presented. Such performance information should not berelied upon as an indication of the future performance of the Portfolio because, among otherthings, the asset sizes and expenses of Neuberger Berman Real Estate Fund and the Portfoliowill vary.

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The table below compares the Neuberger Berman Real Estate Fund’s average annual com-pounded total returns for the 1-year period and since inception of the Trust Class shares on5/01/02 through 12/31/04 with the NAREIT Equity REIT Index, an unmanaged indexwhich tracks the performance of all Equity REITs currently listed on the New York StockExchange, the NASDAQ National Market System and the American Stock Exchange. REITsare classified as Equity if 75% or more of their gross invested book assets are invested directlyor indirectly in equity of commercial properties. An index does not include transaction costsassociated with buying and selling securities or any mutual fund expenses. It is not possible toinvest directly in an index. The calculations of total return assume the reinvestment of alldividends and capital gain distributions and the deduction of all recurring expenses that werecharged to shareholder accounts. These figures do not include the effect of Contract charges.If these Contract charges had been included, performance would have been lower.


1 YearSince

Inception

Neuberger Berman Real Estate Fund—Trust Class shares 31.68% 25.47%NAREIT Equity REIT Index 31.58% 22.37%

OPPENHEIMERFUNDS, INC. (“Oppenheimer”), Two World Financial Center, 225 LibertyStreet, 11th Floor, New York, New York 10281, is the Adviser to the Oppenheimer CapitalAppreciation Portfolio of the Trust. Oppenheimer has been an investment adviser since Jan-uary 1960. Oppenheimer (including affiliates) managed more than $170 billion in assets as ofDecember 31, 2004, including other Oppenheimer funds with more than 7 million share-holder accounts.

� Jane Putnam, Vice President and Manager. Ms. Putnam has been associated with Op-penheimer as a portfolio manager since July 1995.

PACIFIC INVESTMENT MANAGEMENT COMPANY LLC (“PIMCO”), 840 Newport CenterDrive, Newport Beach, California 92660, is the Adviser to the PIMCO Total Return Portfo-lio of the Trust. PIMCO, a Delaware limited liability company, is a majority-owned sub-sidiary of Allianz Global Investors of America L.P. (“AGI LP”). Allianz Aktiengesellschaft(“Allianz AG”) is the indirect majority owner of AGI LP. Allianz is a European-based,multinational insurance and financial services holding company. Pacific Life Insurance Com-pany holds an indirect minority interest in AGI LP. As of December 31, 2004, PIMCO hadapproximately $446 billion in assets under management.

PIMCO TOTAL RETURN PORTFOLIO

� Pasi Hamalainen is responsible for the day-to-day management of the Portfolio’s assets.William H. Gross heads PIMCO’s investment committee, which is responsible for thedevelopment of major investment themes and which sets targets for various portfoliocharacteristics in accounts managed by PIMCO, including the Portfolio. PasiHamalainen, Managing Director, generalist portfolio manager, member of PIMCO’sinvestment committee and head of risk oversight, joined PIMCO in 1994.

� William H. Gross, CFA, Managing Director and chief investment officer, was a found-ing partner of PIMCO in 1971.

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RCM CAPITAL MANAGEMENT LLC (“RCM”), a subsidiary of AGI LP, Suite 2900, FourEmbarcadero Center, San Francisco, California 94111 Avenue of the Americas, 50th Floor,New York, New York 10105, is the Adviser to the RCM Global Technology Portfolio of theTrust. Originally founded in 1970, RCM provides investment management and advisoryservices to private accounts of institutional and individual clients and to mutual funds. RCMis an indirect subsidiary of Allianz AG. As of December 31, 2004, RCM had over $22.7 bil-lion in assets under management.

� Walter C. Price, CFA, Co-Portfolio Manager, is a Managing Director and Senior Ana-lyst on the Global Technology Team. Mr. Price joined RCM in 1974.

� Huachen Chen, CFA, Co-Portfolio Manager is a Senior Portfolio Manager with RCM.Mr. Chen joined RCM in 1984.


The RCM Global Technology Portfolio and the Allianz RCM Global Technology Fund,which is also advised by RCM, have substantially similar investment objectives, policies, andstrategies. RCM began managing the Portfolio in January 2005. In order to provide you withinformation regarding the investment capabilities of RCM, performance information regard-ing the Allianz RCM Global Technology Fund is presented. Such performance informationshould not be relied upon as an indication of the future performance of the Portfolio because,among other things, the asset sizes and expenses of Allianz RCM Global Technology Fundand the Portfolio will vary.

The table below compares the Allianz RCM Global Technology Fund’s average annual com-pounded total returns for the 1- and 5- year periods and since inception on 12/31/95 through12/31/04 with the NASDAQ Composite Index, an unmanaged market-value weighted indexof all common stocks on the NASDAQ Stock Market. An index does not include transactioncosts associated with buying and selling securities or any mutual fund expenses. It is notpossible to invest directly in an index. The calculations of total return assume the reinvest-ment of all dividends and capital gain distributions and the deduction of all recurring expensesthat were charged to shareholder accounts. These figures do not include the effect of Contractcharges. If these Contract charges had been included, performance would have been lower.


1 Year 5 YearSince

Inception

Allianz RCM Global Technology Fund—Class I shares 17.93% -9.17% 18.29%

NASDAQ Composite Index 8.60% -11.76% 8.41%

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T. ROWE PRICE ASSOCIATES, INC. (“T. Rowe Price”), 100 East Pratt Street, Baltimore,Maryland 21202, is the Adviser to the T. Rowe Price Mid-Cap Growth Portfolio of the Trust.T. Rowe Price was founded in 1937. As of December 31, 2004, T. Rowe Price and its affili-ates managed over $235 billion in assets for individual and institutional investor accounts.T. Rowe Price is a wholly-owned subsidiary of T. Rowe Price Group, Inc., a publicly tradedfinancial services holding company.

� The investment management decisions for the Portfolio are made by an InvestmentAdvisory Committee. Brian W. H. Berghuis acts as Chairman of the Committee. TheCommittee Chairman has day-to-day responsibility for managing the Portfolio andworks with the Committee in developing and executing the Portfolio’s investment pro-gram. Mr. Berghuis has been chairman of the T. Rowe Price Mid-Cap Growth Fund’scommittee since 1992. He joined T. Rowe Price in 1985 and has been managinginvestments since 1988.


The T. Rowe Price Mid-Cap Growth Portfolio and the T. Rowe Price Mid-Cap GrowthFund, which is also advised by T. Rowe Price, have substantially similar investment objectives,policies, and strategies. T. Rowe Price began managing the Portfolio on January 1, 2003. Inorder to provide you with information regarding the investment capabilities of T. Rowe Price,performance information regarding the T. Rowe Price Mid-Cap Growth Fund is presented.Management fees paid by the T. Rowe Price Mid-Cap Growth Fund are less than the feespaid by the Portfolio. If the same level of management fees charged to the Portfolio had beencharged to the T. Rowe Price Mid-Cap Growth Fund, the average annual return during theperiods would have been lower than the numbers set forth below. This result assumes that thecurrent management fee paid by the T. Rowe Price Mid-Cap Growth Fund, as a percentageof average net assets, applied in all prior periods. Such performance information should not berelied upon as an indication of the future performance of the Portfolio because, among otherthings, the asset sizes and expenses of T. Rowe Price Mid-Cap Growth Fund and the Portfoliowill vary.

The table below compares the T. Rowe Price Mid-Cap Growth Fund’s average annual com-pounded total returns for the 1-, 5- and 10-year periods through 12/31/04 with the RussellMidcap Growth Index and the S&P Mid Cap 400 Index. An index does not include trans-action costs associated with buying and selling securities or any mutual fund expenses. It is notpossible to invest directly in an index. The calculations of total return assume the reinvest-ment of all dividends and capital gain distributions and the deduction of all recurring expensesthat were charged to shareholder accounts. These figures do not include the effect of Contractcharges. If these Contract charges had been included, performance would have been lower.

Average Annual Total Return as of 12/31/041 Year 5 Year 10 Year

T. Rowe Price Mid-Cap Growth Fund 18.39% 6.52% 15.73%Russell Midcap Growth Index 15.48% -3.36% 11.23%S & P Mid Cap 400 Index 16.48% 9.54% 16.10%

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Distribution Plans

Each Portfolio has adopted for its Class B and Class E shares a plan pursuant to Rule 12b-1under the 1940 Act (the “Plan”) and pursuant to the Plan, entered into a DistributionAgreement with MetLife Investors Distribution Company located at 22 Corporate PlazaDrive, Newport Beach, California 92660. MetLife Investors Distribution Company is anaffiliate of the Manager, and serves as principal underwriter for the Trust. The Plan permitsthe use of Trust assets to help finance the distribution of the shares of the Portfolios. Underthe Plan, the Trust, on behalf of the Portfolios, is permitted to pay to various service providersup to 0.50% for Class B shares and up to 0.25% for Class E shares of the average daily netassets of each Portfolio allocated, as applicable, to Class B and Class E shares as payment forservices rendered in connection with the distribution of the shares of the Portfolios. Currently,payments with respect to Class B and Class E shares are limited to 0.25% and 0.15% re-spectively, of average net assets, which amount may be increased to the full Plan amount bythe Trustees of the Trust without shareholder approval. Because these fees are paid out ofTrust assets on an on-going basis, over time these costs will increase the cost of your invest-ment and may cost you more than other types of sales charges.

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YOUR INVESTMENT

Shareholder Information

The separate accounts of MetLife are the record owners of the Portfolios’ shares. Any referenceto the shareholder in this Prospectus technically refers to those separate accounts and not toyou, the Contract owner. The legal rights of you, the Contract owner, are different from thelegal rights of the record owner.

However, MetLife is required to solicit instructions from Contract owners when voting onshareholder issues. Any voting by MetLife as shareholder would therefore reflect the actualvotes of Contract owners. Please see “Voting Rights” in the prospectus for the Contracts ac-companying this Prospectus for more information on your voting rights.

Disclosure of Portfolio Holdings

Shares of the Trust are offered only to separate accounts of the Insurance Companies. The fol-lowing information is generally made available on one or more Insurance Company web sites(including www.metlifeinvestors.com); (i) the ten largest portfolio holdings of each Portfolio;(ii) unless the Adviser has objected, the percentage that each of these holdings represents of thePortfolio’s net assets; and the percentage of the Portfolio’s net assets that these top ten hold-ings represent in the aggregate. This information is posted to the web site on the first businessday of the second month following the calendar quarter. The Trust may exclude any portionof these holdings from the posting when deemed in the best interest of the Trust. These post-ings generally remain until replaced by new postings as described above.

A description of the Portfolios’ policies and procedures with respect to the disclosure of thePortfolios’ portfolio securities is available in the SAI.

Dividends, Distributions and Taxes

Dividends and Distributions

Each Portfolio intends to distribute substantially all of its net investment income, if any. EachPortfolio distributes its dividends from its net investment income to MetLife’s separate ac-counts at least once a year (except in the case of the Money Market Portfolio whose dividendsare declared daily and paid monthly) and not to you, the Contract owner. These distributionsare in the form of additional shares and not cash. The result is that a Portfolio’s investmentperformance, including the effect of dividends, is reflected in the cash value of the Contracts.Please see the Contract prospectus accompanying this Prospectus for more information.

All net realized long- or short-term capital gains of each Portfolio are also declared once a yearand reinvested in the Portfolio.

Taxes

Please see the Contract prospectus accompanying this Prospectus for a discussion of the taximpact on you resulting from the income taxes the separate accounts owe as a result of theirownership of a Portfolio’s shares and their receipt of dividends and capital gains.

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Each Portfolio expects to qualify and to continue to qualify as a regulated investment com-pany under Subchapter M of the Code. As qualified, a Portfolio is not subject to federal in-come tax on that part of its taxable income that it distributes to you. Taxable income consistsgenerally of net investment income, and any capital gains. It is each Portfolio’s intention todistribute all such income and gains.

Shares of each Portfolio are currently offered only to the separate accounts of MetLife. Sepa-rate accounts are insurance company separate accounts that fund life insurance policies andannuity contracts. Under the Code, an insurance company pays no tax with respect to incomeof a qualifying separate account when the income is properly allocable to the value of eligiblevariable annuity or variable life insurance contracts. For a discussion of the taxation of life in-surance companies and the separate accounts, as well as the tax treatment of the policies andannuity contracts and the holders thereof, see the discussion of federal income tax consid-erations included in the prospectus for the Contracts.

Section 817(h) of the Code and the regulations thereunder impose “diversification” require-ments on the assets underlying a Contract. Each Portfolio intends to maintain diversificationwhich will allow each Contract to satisfy these requirements. These requirements are in addi-tion to the diversification requirements imposed on each Portfolio by Subchapter M and the1940 Act. Technically, the section 817(h) requirements provide that, with limited exceptions,as of the end of each calendar quarter or within thirty days thereafter no more than 55% ofthe assets underlying a Contract may be represented by any one investment, no more than70% by any two investments, no more than 80% by any three investments, and no more than90% by any four investments. For this purpose, an investment in a Portfolio is treated not as asingle investment but as an investment in each asset owned by the Portfolio, so long as sharesof the Portfolio are owned only by separate accounts of insurance companies, by qualifiedpension and retirement plans, and by a limited class of other investors. The Portfolios are andwill be so owned. Thus so long as each Portfolio meets the section 817(h) diversification tests,each Contract will also meet those tests. See the prospectus for the Contracts.

The foregoing is only a summary of some of the important federal income tax considerationsgenerally affecting a Portfolio and you; see the SAI for a more detailed discussion. You areurged to consult your tax advisers.

Report to Policyholders

The fiscal year of each Portfolio ends on December 31 of each year. The Trust will send toyou, at least semi-annually, reports which show the Portfolios’ composition and other in-formation. An annual report, with audited information, will be sent to you each year.

Sales and Purchases of Shares

The Trust does not sell its shares directly to the public. The Trust continuously sells Class Ashares, Class B shares and Class E shares of each Portfolio only to the separate accounts ofMetLife to fund Contracts. The Trust could also offer shares to other separate accounts ofother insurers if approved by the Board of Trustees.

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Purchase and Redemption of Shares

MetLife Investors Distribution Company is the principal underwriter and distributor of theTrust’s shares. MetLife Investors Distribution Company places orders for the purchase or re-demption of shares of each Portfolio based on, among other things, the amount of net Con-tract premiums or purchase payments transferred to the separate accounts, transfers to or froma separate account investment division and benefit payments to be effected on a given datepursuant to the terms of the Contract. Such orders are effected, without sales charge, at thenet asset value per share for each Portfolio determined on that same date. The Trust reservesthe right to reject or limit all or part of any purchase or exchange order for any reason.

The Portfolios are available is investment options under a number of different variable in-surance products, many of which do not limit the number of transfers among the availableunderlying funds. A large number of transfers could raise transactions costs for a Portfolio andcould require the Adviser to maintain increased cash reserves, which could harm performancein rising markets.

Shares of the Portfolios are sold and redeemed at their net asset value without the impositionof any sales commission or redemption charge. Class A shares are not subject to a Rule 12b-1fee. Class B shares are subject to a Rule 12b-1 fee of 0.25% of average daily net assets, andClass E shares are subject to a Rule 12b-1 fee of 0.15% of average daily net assets. (However,certain sales or other charges may apply to the Contract, as described in the Contractprospectus.) Under certain circumstances, redemption proceeds may be paid in securities orother property rather than in cash if the Manager determines it is in the best interests of theTrust.

Market Timing

The Trust’s Board of Trustees has adopted certain procedures, described below, to discouragecertain types of trading in Portfolio shares that may be harmful to long-term investors,specifically (i) trading that is designed to exploit pricing inefficiencies and thereby dilute thereturns of long-term investors; or (ii) frequent trading by an investor that generates sufficientlyvolatile cash flows to be disruptive to a portfolio manager’s ability to manage a Portfolio’s as-sets ((i) or (ii), “market timing”). The Trust is not intended for investment by market timers.The Trust does not knowingly accommodate market timing in any Portfolio and, to theTrust’s knowledge, there are no arrangements currently in place that are designed to permitany contract owner to engage in market timing. As discussed above, the Trust reserves theright to reject or limit all or part of any purchase or exchange order for any reason.

The Trust requires that the insurance company separate accounts that invest in the Portfolioshave in place policies and procedures reasonably designed to detect and deter market timing inthe separate accounts by contract owners. In addition, the Manager monitors cashflows of cer-tain Portfolios identified as presenting pricing inefficiencies that could potentially be exploitedby market timers, and, with respect to each Portfolio, conducts certain tests to help detectcash outflows or cashflow volatility that may be disruptive to a portfolio manager’s ability tomanage the Portfolio. Under certain circumstances, the Manager may refer issues that come toits attention through such monitoring to the appropriate insurance company or companies.

If the Trust finds that any insurance company has in place inadequate policies and procedures,with respect to a particular separate account, to detect and deter market timing in Portfolio

73

shares and there is evidence of market timing in that separate account, the Trust or any of itsPortfolios may be discontinued as an investment option of that separate account. In such anevent, all contract owners of such separate account would no longer be able to make new in-vestments in the Trust or any of its Portfolios. The Trust reserves the right to modify thispolicy, including any procedures established from time to time to effectuate this policy, at anytime without notice.

Limitations on the Trust’s Ability to Detect and Deter Market Timing

The Portfolios are available as investment options under a number of different variable in-surance products. Owners of these variable insurance products transfer value among sub-accounts of the insurance company separate accounts by contacting the insurance companies.The resulting purchases and redemptions of Portfolio shares are made through omnibus ac-counts of the insurance companies. The right of an owner of such a variable insurance productto transfer among sub-accounts is governed by a contract between the insurance company andsuch owner. Many of these contracts do not limit the number of transfers among the availableunderlying funds that a contract owner may make. The terms of these contracts, the presenceof financial intermediaries (including the insurance companies) between the Trust and con-tract owners, the utilization of omnibus accounts by these intermediaries and other factorssuch as state insurance laws may limit the Trust’s ability to detect and deter market timing.Multiple tiers of such financial intermediaries may further compound the Trust’s difficulty indetecting and deterring such market timing activities.

Risks Associated With Market Timing Generally

While the Trust will try to detect and deter market timing by utilizing the procedures de-scribed above, these procedures may not be successful in identifying or deterring market tim-ing. By realizing profits through short-term trading, contract owners that engage in markettiming activities may dilute the value of shares held by long-term investors. Cashflow volatilityresulting from frequent trading of Portfolio shares, especially involving large dollar amounts,may disrupt a portfolio manager’s ability to manage the Portfolio’s assets. Frequent tradingmay be disruptive if it makes it difficult for a Portfolio to implement its long-term investmentstrategies, for example by causing the Portfolio to maintain a higher level of its assets in cashto accommodate such frequent trading. Frequent trading may also be disruptive if it forces aPortfolio to sell portfolio securities at inopportune times to raise cash to accommodate suchtrading activity. In addition, frequent trading may cause a Portfolio to incur increased ex-penses. For example, as a result of such frequent trading, a Portfolio may be forced to liqui-date investments and thereby incur increased brokerage costs and realization of taxable capitalgains without attaining any investment advantage. All of these factors may adversely affectPortfolio performance.

Associated with an investment in a Portfolio that itself invests in securities that are, for exam-ple, thinly traded, traded infrequently, or relatively less liquid is the risk that the current mar-ket price for the securities may not accurately reflect current market values. A market timermay seek to engage in strategies designed to take advantage of these pricing differences (“pricearbitrage”) and thereby dilute the returns of long-term investors. Portfolios that may be ad-versely affected by price arbitrage include those Portfolios that significantly invest in small capequity securities and in certain fixed-income securities, such as high yield bonds.

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A Portfolio that invests significantly in foreign securities may be particularly susceptible tostrategies designed to exploit pricing inefficiencies. This is because foreign securities are typi-cally traded on markets that close well before the time a Portfolio calculates its net asset value(typically at 4:00 p.m. Eastern Time), which gives rise to the possibility that developmentsmay have occurred in the interim that would affect the value of these securities. The time zonedifferences among international stock markets can allow a market timer engaging in certainstrategies to exploit differences in Portfolio share prices that are based on closing prices of for-eign securities established some time before the Portfolio calculates its own share price (a typeof price arbitrage referred to as “time zone arbitrage”). As discussed more fully below, theTrust has procedures, referred to as fair value pricing, that allow the Trust to adjust closingmarket prices of foreign securities to reflect what is believed to be the fair value of those secu-rities at the time a Portfolio calculates its net asset value. While there is no assurance, the Port-folios expect that the use of fair value pricing will reduce a market timer’s ability to engage intime zone arbitrage to the detriment of Portfolio shareholders.

Valuation of Shares

Each Portfolio’s net asset value per share is ordinarily determined once daily, as of the close ofthe regular session of business on the New York Stock Exchange (NYSE) (usually at 4:00p.m., Eastern Time), on each day the NYSE is open. To the extent that the Portfolio’s assetsare traded in other markets when the NYSE is closed, the value of the Portfolio’s assets may beeffected on days when the Trust is not open for business. In addition, trading in some of thePortfolio’s assets may not occur when the Trust is open for business.

Net asset value of a Portfolio share is computed by dividing the value of the net assets of thePortfolio by the total number of shares outstanding in the Portfolio. Share prices for anytransaction are those next calculated after receipt of an order.

Except for money market instruments maturing in 60 days or less and foreign securities as dis-cussed below, securities held by the Portfolios are valued at market value. If market values arenot readily available, or if available market quotations are not reliable, securities are priced attheir fair value as determined by the Valuation Committee of the Trust’s Board of Trusteesusing procedures approved by the Board of Trustees. The Portfolios may use fair value pricingif the value of a security has been materially affected by events occurring before the Portfolio’scalculation of NAV but after the close of the primary markets on which the security is traded.The Portfolios may also use fair value pricing if reliable market quotations are unavailable dueto infrequent trading or if trading in a particular security was halted during the day and didnot resume prior to the Portfolios’ calculation of NAV. The use of fair value pricing has theeffect of valuing a security based upon the price a Portfolio might reasonably expect to receiveif it sold that security but does not guarantee that the security can be sold at the fair valueprice. Further, because of the inherent uncertainty of fair valuation, a fair valuation price maydiffer significantly from the value that would have been used had a ready market for theinvestment existed, and these differences could be material. With respect to any portion of aPortfolio’s assets that is invested in other open-end investment companies, that portion of thePortfolio’s NAV is calculated based on the NAV of that investment company. The prospectusfor the other investment company explains the circumstances and effects of fair value pricingfor that investment company.

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Each Portfolio has retained a third party pricing service to automatically fair value each of itsinvestments that is traded principally on a foreign exchange or market, subject to adjustmentby the Trust’s Valuation Committee. The Valuation Committee will regularly monitor andreview the services provided by the pricing service to the Portfolios and periodically report tothe Board on the pricing services’ performance.

Money market instruments maturing in 60 days or less are valued on the amortized cost basis.

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FINANCIAL HIGHLIGHTS

The following financial highlights tables are intended to help you understand each Portfolio’s Class A shares, ClassB and Class E shares financial performance for the past 5 years (or for its period of operation in the case of Portfo-lios that have operated for less than 5 years). Certain information reflects financial results for a single Portfolioshare. Total return in each table shows how much an investment in a Portfolio would have increased (or decreased)during each period (assuming reinvestment of all dividends and distributions). This information has been auditedby Deloitte & Touche LLP, whose report is included in the Annual Report of the Trust, which is available uponrequest.

MET/AIMMID CAP CORE EQUITY PORTFOLIO*

For the years endedDecember 31,

For the period fromJanuary 2, 2002

(commencement ofoperations) to

December 31, 2002(a)Class A 2004(a) 2003(a)

NET ASSET VALUE, BEGINNING OF PERIOD $12.33 $9.85 $10.98

INCOME FROM INVESTMENT OPERATIONS:

NET INVESTMENT INCOME 0.08 0.01 0.03

NET REALIZED AND UNREALIZED GAINS (LOSSES) 1.72 2.58 (1.15)

TOTAL FROM INVESTMENT OPERATIONS 1.80 2.59 (1.12)

DISTRIBUTIONS:

DIVIDENDS FROM NET INVESTMENT INCOME — (0.01) (0.00)†††

DISTRIBUTIONS FROM NET REALIZED CAPITAL GAINS — (0.10) (0.01)

TOTAL DISTRIBUTIONS — (0.11) (0.01)

NET ASSET VALUE, END OF PERIOD $14.13 $12.33 $9.85

TOTAL RETURN 14.60 26.42% (10.18)%†

RATIOS/SUPPLEMENTAL DATA:

NET ASSETS, END OF PERIOD (IN MILLIONS) $58.8 $4.5 $4.2

RATIOS TO AVERAGE NET ASSETS(1):

EXPENSES 0.85% 0.93% 0.90%††

NET INVESTMENT INCOME 0.59% 0.10% 0.26%††

PORTFOLIO TURNOVER RATE 90.7% 36.2% 37.1%†

(1) RATIO OF OPERATING EXPENSES TO AVERAGE NET ASSETS BEFOREREIMBURSEMENT BY THEMANAGER: 0.83% 0.96% 1.64%††

RATIO OF EXPENSES TO AVERAGE NET ASSETS AFTER BROKER REBATES: N/A 0.92% 0.86%††

* Effective May 1, 2002, the Portfolio changed its name from Met/AIM Mid Cap Equity Portfolio.† Non-annualized†† Annualized††† Rounds to less than $0.005 per share.(a) Net investment income per share was calculated using average shares outstanding.

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MET/AIM MID CAP CORE EQUITY PORTFOLIO*

For the years ended December 31,

For the period fromOctober 9, 2001


December 31, 2001(a)Class B 2004(a) 2003(a) 2002(a)

NET ASSET VALUE, BEGINNING OF PERIOD $12.29 $9.83 $11.02 $10.00


NET INVESTMENT INCOME LOSS 0.02 (0.01) 0.00††† 0.00†††

NET REALIZED AND UNREALIZED GAINS (LOSSES) 1.74 2.57 (1.18) 1.03

TOTAL FROM INVESTMENT OPERATIONS 1.76 2.56 (1.18) 1.03

DISTRIBUTIONS:

DIVIDENDS FROM NET INVESTMENT INCOME — — (0.00)††† (0.01)

DISTRIBUTIONS FROM NET REALIZED CAPITAL GAINS — (0.10) (0.01) —

TOTAL DISTRIBUTIONS — (0.10) (0.01) (0.01)

NET ASSET VALUE, END OF PERIOD $14.05 $12.29 $9.83 $11.02

TOTAL RETURN 14.32% 26.03% (10.73)% 10.26%†


NET ASSETS, END OF PERIOD (IN MILLIONS) $211.0 $211.8 $32.8 $4.5


EXPENSES 1.08% 1.19% 1.15% 1.15%††

NET INVESTMENT INCOME/(LOSS) 0.16% (0.08)% — (0.06)%††

PORTFOLIO TURNOVER RATE 90.7% 36.2% 37.1% 18.0%†

(1) RATIO OF OPERATING EXPENSES TO AVERAGE NET ASSETS BEFOREREIMBURSEMENT BY THEMANAGER: 1.03% 1.15% 1.91% 7.18%††

RATIO OF EXPENSES TO AVERAGE NET ASSETS AFTER BROKER REBATES: N/A 1.19% 1.12% N/A

* Effective May 1, 2002, the Portfolio changed its name from Met/AIM Mid Cap Equity Portfolio.† Non-annualized†† Annualized††† Rounds to less than $0.005 per share.N/A Not applicable.(a) Net investment income per share was calculated using average shares outstanding.

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MET/AIMMID CAP CORE EQUITY PORTFOLIO*


For the period fromApril 1, 2002


December 31, 2002(a)Class E 2004(a) 2003(a)



NET INVESTMENT INCOME 0.04 0.00††† 0.01



DISTRIBUTIONS:

DIVIDENDS FROM NET INVESTMENT INCOME 0.00††† 0.00††† 0.00†††

DISTRIBUTIONS FROM NET REALIZED CAPITAL GAINS — (0.10) (0.01)



TOTAL RETURN 14.45% 26.35% (15.17)%†




EXPENSES 0.98% 1.09% 1.05%††



(1) RATIO OF OPERATING EXPENSES TO AVERAGE NET ASSETS BEFOREREIMBURSEMENT BY THEMANAGER: 0.94%** 1.07%** 1.75%††


* Effective May 1, 2002, the Portfolio changed its name from Met/AIM Mid Cap Equity Portfolio.** Excludes effect of deferred expense reimbursement by the Portfolio to the Manager.† Non-annualized†† Annualized††† Rounds to less than $0.005 per share.(a) Net investment income per share was calculated using average shares outstanding.

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NET INVESTMENT LOSS (0.09) (0.08) (0.06)




TOTAL RETURN 6.73% 39.08% (27.00)%†




EXPENSES 1.03% 1.04% 1.05%††

NET INVESTMENT LOSS (0.74) (0.78%) (0.64)%††



RATIO OF EXPENSES TO AVERAGE NET ASSETS AFTER BROKER REBATES: N/A N/A 1.03%††

† Non-annualized†† AnnualizedN/A Not Applicable(a) Net investment income per share was calculated using average shares outstanding.

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NET INVESTMENT LOSS (0.12) (0.11) (0.08) (0.02)




TOTAL RETURN 6.43% 38.86% (27.50)% 18.90%†




EXPENSES 1.29% 1.30% 1.30% 1.30%††

NET INVESTMENT LOSS (1.03)% (1.04)% (0.87)% (0.92)%††



RATIO OF EXPENSES TO AVERAGE NET ASSETS AFTER BROKER REBATES: N/A N/A 1.28% N/A

† Non-annualized†† AnnualizedN/A Not applicable(a) Net investment income per share was calculated using average shares outstanding.

81








NET INVESTMENT LOSS (0.11) (0.10) (0.05)




TOTAL RETURN 6.58% 39.00% (25.13)%†




EXPENSES 1.18% 1.20% 1.20%††

NET INVESTMENT LOSS (0.93)% (0.94)% (0.77)%††



RATIO OF EXPENSES TO AVERAGE NET ASSETS AFTER BROKER REBATES: N/A N/A 1.18†


82

HARRIS OAKMARK INTERNATIONAL PORTFOLIO

(formerly State Street Research Concentrated International Portfolio)*










DISTRIBUTIONS:

DIVIDENDS FROM NET INVESTMENT INCOME — (0.11) (0.01)

DISTRIBUTIONS FROM NET REALIZED CAPITAL GAINS — (0.03) —



TOTAL RETURN 20.80% 35.36% (17.64)%†




EXPENSES 1.04% 1.16% 1.10%††



RATIO OF OPERATING EXPENSES TO AVERAGE NET ASSETS BEFOREREIMBURSEMENT BY THEMANAGER: 1.04% 1.21% 2.49%††


* Effective January 1, 2003, the Portfolio changed its name to Harris Oakmark International Portfolio and Harris Associates L.P. became the Portfolio’s Adviser.† Non-annualized†† Annualized(a) Net investment income per share was calculated using average shares outstanding.

83









NET INVESTMENT INCOME (LOSS) 0.16 0.02 0.01 (0.02)



DISTRIBUTIONS:

DIVIDENDS FROM NET INVESTMENT INCOME — (0.10) (0.01) (0.01)

DISTRIBUTIONS FROM NET REALIZED CAPITAL GAINS — (0.03) — (0.12)

TOTAL DISTRIBUTIONS — (0.13) (0.01) (0.13)


TOTAL RETURN 20.52% 34.96% (18.09)% 9.69%†




EXPENSES 1.23% 1.43% 1.35% 1.35%††

NET INVESTMENT INCOME (LOSS) 1.27% 0.17% 0.15% (0.07)%††



RATIO OF EXPENSES TO AVERAGE NET ASSETS AFTER BROKER REBATES: N/A 1.43%** 1.31% N/A

* Effective January 1, 2003, the Portfolio changed its name to Harris Oakmark International Portfolio and Harris Associates L.P. became the Portfolio’s Adviser.** Excludes effect of deferred expense reimbursement by the Portfolio to the Manager.† Non-annualized†† AnnualizedN/A Not applicable(a) Net investment income per share was calculated using average shares outstanding.

84









NET INVESTMENT INCOME 0.17 0.03 (0.01)



DISTRIBUTIONS:

DIVIDENDS FROM NET INVESTMENT INCOME —††† (0.10) (0.01)

DISTRIBUTIONS FROM NET REALIZED CAPITAL GAINS (0.03) —

TOTAL DISTRIBUTIONS (0.13) (0.01)


TOTAL RETURN 20.69% 35.14% 16.99%†




EXPENSES 1.14% 1.33% 1.25%††

NET INVESTMENT INCOME 1.31% 0.24% (0.16)%††


(1) RATIO OF OPERATING EXPENSES TO AVERAGE NET ASSETS BEFOREREIMBURSEMENT BY THEMANAGER: 1.12%** 1.25% 2.42%††

RATIO OF EXPENSES TO AVERAGE NET ASSETS AFTER BROKER REBATES: N/A N/A 1.22%††

* Effective January 1, 2003, the Portfolio changed its name to Harris Oakmark International Portfolio and Harris Associates L.P. became the Portfolio’s Adviser.** Excludes effect of deferred expense reimbursement by the Portfolio to the Manager.† Non-annualized†† Annualized††† Rounds to less than $0.005 per share(a) Net investment income per share was calculated using average shares outstanding.

85

JANUS AGGRESSIVE GROWTH PORTFOLIO







NET INVESTMENT INCOME (LOSS) 0.01 (0.01) 0.01



DISTRIBUTIONS:

DIVIDENDS FROM NET INVESTMENT INCOME — — (0.00)†††

DISTRIBUTIONS FROM NET REALIZED CAPITAL GAINS — — —

TOTAL DISTRIBUTIONS — — (0.00)†††


TOTAL RETURN 8.82% 30.91% (27.78)%†




EXPENSES 0.90% 0.89% 0.85%††

NET INVESTMENT INCOME (LOSS) 0.15% (0.09)% 0.11%††




† Non-annualized†† Annualized††† Rounds to less than $0.005 per share.(a) Net investment income per share was calculated using average shares outstanding.

86



For the period fromFebruary 12, 2001(commencement of

operations) toDecember 31, 2001(a)Class B 2004(a) 2003(a) 2002(a)



NET INVESTMENT INCOME (LOSS) (0.01) (0.02) (0.01) 0.00†††

NET REALIZED AND UNREALIZED GAINS (LOSSES) 0.60 1.67 (2.05) (2.60)

TOTAL FROM INVESTMENT OPERATIONS 0.59 1.65 (2.06) (2.60)

DISTRIBUTIONS:

DIVIDENDS FROM NET INVESTMENT INCOME — — (0.00)††† —

DISTRIBUTIONS FROM NET REALIZED CAPITAL GAINS — — — —

TOTAL DISTRIBUTIONS — — (0.00)††† —


TOTAL RETURN 8.44% 30.90% (27.83)% (26.00)%†




EXPENSES 1.15% 1.14% 1.10% 1.10%††





† Non-annualized†† Annualized††† Rounds to less than $0.005 per share.N/A Not applicable(a) Net investment income per share was calculated using average shares outstanding.

87


Class E 2004(a)



December 31, 2003(a)

NET ASSET VALUE, BEGINNING OF PERIOD $6.99 $5.65


NET INVESTMENT INCOME (LOSS) — (0.01)

NET REALIZED AND UNREALIZED GAINS (LOSSES) 0.60 1.35

TOTAL FROM INVESTMENT OPERATIONS 0.60 1.34

DISTRIBUTIONS:

DIVIDENDS FROM NET INVESTMENT INCOME

DISTRIBUTIONS FROM NET REALIZED CAPITAL GAINS — —

TOTAL DISTRIBUTIONS — —

NET ASSET VALUE, END OF PERIOD $7.59 $6.99

TOTAL RETURN 8.58% 23.72%†


NET ASSETS, END OF PERIOD (IN MILLIONS) $5.5 $4.1


EXPENSES 1.05% 1.05%††

NET INVESTMENT INCOME (LOSS) (0.05)% (.26)%††

PORTFOLIO TURNOVER RATE 104.7% 91.5%†

(1) RATIO OF OPERATING EXPENSES TO AVERAGE NET ASSETS BEFOREREIMBURSEMENT BY THEMANAGER: 0.98%* 1.04%††*

RATIO OF EXPENSES TO AVERAGE NET ASSETS AFTER BROKER REBATES: N/A 1.05%††

† Non-annualized†† Annualized††† Rounds to less than $0.005 per share.(a) Net investment income per share was calculated using average shares outstanding.* Excludes effect of deferred expense reimbursement by the Portfolio to the Manager.

88

LORD ABBETT BOND DEBENTURE PORTFOLIO*


Class A 2004(a) 2003(a) 2002(a) 2001(a) 2000

NET ASSET VALUE, BEGINNING OF PERIOD $12.04 $10.24 $11.22 $11.75 $12.48


NET INVESTMENT INCOME 0.70 0.73 0.77 0.90 1.00

NET REALIZED AND UNREALIZED GAINS (LOSSES) 0.31 1.27 (0.79) (0.48) (0.90)

TOTAL FROM INVESTMENT OPERATIONS 1.01 2.00 (0.02) 0.42 0.10

DISTRIBUTIONS:

DIVIDENDS FROM NET INVESTMENT INCOME (0.42) (0.20) (0.96) (0.95) (0.83)

DISTRIBUTIONS FROM NET REALIZED CAPITAL GAINS — — — — —

TOTAL DISTRIBUTIONS (0.42) (0.20) (0.96) (0.95) (0.83)

NET ASSET VALUE, END OF PERIOD $12.63 $12.04 $10.24 $11.22 $11.75

TOTAL RETURN 8.43% 19.52% (0.39)% 3.76% 0.87%


NET ASSETS, END OF PERIOD (IN MILLIONS) $520.3 $234.6 $202.1 $154.2 $155.2


EXPENSES 0.63% 0.70% 0.70% 0.72% 0.85%

NET INVESTMENT INCOME 5.65% 6.52% 7.43% 7.76% 7.78%

PORTFOLIO TURNOVER RATE 39.8% 36.9% 45.8% 66.2% 64.9%

(1) RATIO OF OPERATING EXPENSES TO AVERAGE NET ASSETS BEFOREREIMBURSEMENT BY MANAGER: N/A 0.67%† 0.77% 0.75% 0.86%

* On February 12, 2001, the Portfolio received, through a plan of reorganization, all of the assets and assumed the identified liabilities of the Bond Debenture Portfolio, aportfolio of Cova Series Trust, that followed the same investment objective as the Portfolio. The information for each of the periods prior to February 12, 2001 is that of thepredecessor Bond Debenture Portfolio.

† Excludes effect of deferred expense reimbursement by the Portfolio to the Manager.(a) Net investment income per share was calculated using average shares outstanding.

89

LORD ABBETT BOND DEBENTURE PORTFOLIO


For the period fromMarch 22, 2001





NET INVESTMENT INCOME 0.69 0.69 0.72 0.64



DISTRIBUTIONS:

DIVIDENDS FROM NET INVESTMENT INCOME (0.41) (0.20) (0.95) (0.95)

DISTRIBUTIONS FROM NET REALIZED CAPITAL GAINS — (0.19) — —

TOTAL DISTRIBUTIONS (0.41) (0.39) (0.95) (0.95)


TOTAL RETURN 8.17% 19.15% (0.57)% 1.17%†




EXPENSES 0.88% 0.96% 0.95% 0.95%††

NET INVESTMENT INCOME 5.61% 6.11% 7.12% 7.38%††


(1) RATIO OF OPERATING EXPENSES TO AVERAGE NET ASSETS BEFOREREIMBURSEMENT BY THEMANAGER: N/A 0.91%††† 1.05% 0.98%††

† Non-annualized†† Annualized††† Excludes effect of deferred expense reimbursement by the Portfolio to the Manager.(a) Net investment income per share was calculated using average shares outstanding.

90

LORD ABBETT BOND DEBENTURE PORTFOLIO*

Class E 2004(a) 2003(a)









DISTRIBUTIONS:

DIVIDENDS FROM NET INVESTMENT INCOME (0.42) (0.20) (0.96)

DISTRIBUTIONS FROM NET REALIZED CAPITAL GAINS — — —

TOTAL DISTRIBUTIONS (0.42) (0.20) (0.96)


TOTAL RETURN 8.24% 19.35% (1.03)%†




EXPENSES 0.78% 0.86% 0.85%††



(1) RATIO OF OPERATING EXPENSES TO AVERAGE NET ASSETS BEFOREREIMBURSEMENT BY MANAGER: N/A 0.81%††† 0.98%††

* On February 12, 2001, the Portfolio received, through a plan of reorganization, all of the assets and assumed the identified liabilities of the Bond Debenture Portfolio, aportfolio of Cova Series Trust, that followed the same investment objective as the Portfolio. The information for each of the periods prior to February 12, 2001 is that of thepredecessor Bond Debenture Portfolio.

† Excludes effect of deferred expense reimbursement by the Portfolio to the Manager.†† Annualized.††† Excludes effect of deferred expense reimbursement by the Portfolio to the Manager.(a) Net investment income per share was calculated using average shares outstanding.

91

MFS RESEARCH INTERNATIONAL PORTFOLIO


For the period fromMay 1, 2001


December 31, 2001(a)Class A 2004(a) 2003(a) 2002(a)






DISTRIBUTIONS:


DISTRIBUTIONS FROM NET REALIZED CAPITAL GAINS (0.02) — — —



TOTAL RETURN 19.72% 32.20% (11.52)% (11.04)%†




EXPENSES 1.06% 1.09% 1.00% 1.00%††





† Non-annualized†† AnnualizedN/A Not Applicable.(a) Net investment income per share was calculated using average shares outstanding.

92










DISTRIBUTIONS:





TOTAL RETURN 19.56% 32.04% (11.80)% (15.14)%†




EXPENSES 1.32% 1.33% 1.25% 1.25%††






93



For the period fromOctober 31, 2001(commencement of

operations) toDecember 31, 2001(a)Class E 2004(a) 2003(a) 2002(a)






DISTRIBUTIONS:





TOTAL RETURN 19.64% 32.09% (11.65)% 4.22%†


NET ASSETS, END OF PERIOD (IN MILLIONS) $11.3 $6.8 $1.8 $—


EXPENSES 1.22% 1.23% 1.15% 1.15%††



(1) RATIO OF OPERATING EXPENSES TO AVERAGE NET ASSETS BEFOREREIMBURSEMENT BY THEMANAGER: 1.09%††† 1.28% 1.82% 5.23%††

RATIO OF EXPENSES TO AVERAGE NET ASSETS AFTER BROKER REBATES: N/A 1.23% 1.15% N/A††

† Non-annualized†† Annualized††† Excludes effects of deferred expense reimbursement by the Portfolio to the Manager.N/A Not Applicable.(a) Net investment income per share was calculated using average shares outstanding.

94

NEUBERGER BERMAN REAL ESTATE PORTFOLIO

Class A




NET ASSET VALUE, BEGINNING OF PERIOD $10.00


NET INVESTMENT INCOME 0.55

NET REALIZED AND UNREALIZED GAINS 2.42

TOTAL FROM INVESTMENT OPERATIONS 2.97

DISTRIBUTIONS:

DIVIDENDS FROM NET INVESTMENT INCOME (0.22)

DISTRIBUTIONS FROM NET REALIZED CAPITAL GAINS (0.28)

TOTAL DISTRIBUTIONS (0.50)

NET ASSET VALUE, END OF PERIOD $12.47

TOTAL RETURN 29.73%


NET ASSETS, END OF PERIOD (IN MILLIONS) $77.1


EXPENSES 0.84%†

NET INVESTMENT INCOME 6.76%†

PORTFOLIO TURNOVER RATE 52.3%††

(1) RATIO OF OPERATING EXPENSES TO AVERAGE NET ASSETS BEFORE REIMBURSEMENT BY THEMANAGER: 0.84%†

† Annualized†† Non-annualized(a) Net investment income per share was calculated using average shares outstanding.

95


Class B









DISTRIBUTIONS:




NET ASSET VALUE, END OF PERIOD $12.47

TOTAL RETURN 29.55%




EXPENSES 0.98%††

NET INVESTMENT INCOME 3.45%††

PORTFOLIO TURNOVER RATE 52.3%†

(1) RATIO OF OPERATING EXPENSES TO AVERAGE NET ASSETS BEFORE REIMBURSEMENT BY THEMANAGER: 0.98%††

† Non-annualized†† Annualized(a) Net investment income per share was calculated using average shares outstanding.

96


Class E









DISTRIBUTIONS:




NET ASSET VALUE, END OF PERIOD 12.47

TOTAL RETURN 29.69%




EXPENSES 0.91%†

NET INVESTMENT INCOME 4.19%†

PORTFOLIO TURNOVER RATE 52.3%

(1) RATIO OF OPERATING EXPENSES TO AVERAGE NET ASSETS BEFORE REIMBURSEMENT BY THEMANAGER: 0.91%†

† Annualized†† Non-annualized(a) Net investment income per share was calculated using average shares outstanding.

97

OPPENHEIMER CAPITAL APPRECIATION PORTFOLIO










DISTRIBUTIONS:

DIVIDENDS FROM NET INVESTMENT INCOME (0.06) — (0.00)†††

DISTRIBUTIONS FROM NET REALIZED CAPITAL GAINS (0.45) — —

TOTAL DISTRIBUTIONS (0.51) — (0.00)†††


TOTAL RETURN 6.70% 28.75% (24.47)%†




EXPENSES 0.68% 0.72% 0.75%††




RATIO OF EXPENSES TO AVERAGE NET ASSETS AFTER BROKER REBATES: N/A 0.72% N/A

† Non-annualized†† Annualized††† Rounds to less than $0.005 per share.N/A Not Applicable(a) Net investments income per share was calculated using average shares outstanding.

98

OPPENHEIMER CAPITAL APPRECIATION PORTFOLIO






NET INVESTMENT INCOME 0.06 — 0.00††† 0.00†††



DISTRIBUTIONS:

DIVIDENDS FROM NET INVESTMENT INCOME (0.05) — (0.00)††† (0.00)†††


TOTAL DISTRIBUTIONS (0.50) — (0.00)††† (0.00)†††


TOTAL RETURN 6.40% 28.53% (24.73)% (14.27)%†




EXPENSES 0.95% 0.99% 1.00% 1.00%††

NET INVESTMENT INCOME (LOSS) 0.67% (0.03)% (0.02)% 0.04%††


(1) RATIO OF OPERATING EXPENSES TO AVERAGE NET ASSETS BEFOREREIMBURSEMENT BY THEMANAGER: 0.91% 0.98%* 1.22% 3.21%††

RATIO OF EXPENSES TO AVERAGE NET ASSETS AFTER BROKER REBATES: N/A 0.99% N/A N/A

† Non-annualized†† Annualized††† Rounds to less than $0.005 per share.* Excludes effect of deferred expense reimbursement by the Portfolio to the Manager.N/A Not Applicable(a) Net investments income per share was calculated using average shares outstanding.

99









NET REALIZED AND UNREALIZED GAINS 0.40 0.23 0.66 0.40

TOTAL FROM INVESTMENT OPERATIONS 0.60 0.51 0.99 0.67

DISTRIBUTIONS:

DIVIDENDS FROM NET INVESTMENT INCOME (0.81) (0.13) — (0.20)


TOTAL DISTRIBUTIONS (0.81) (0.24) — (0.35)


TOTAL RETURN 5.25% 4.53% 9.57% 6.68%†




EXPENSES 0.57% 0.59% 0.65% 0.65%††



(1) RATIO OF OPERATING EXPENSES TO AVERAGE NET ASSETS BEFOREREIMBURSEMENT BY THEMANAGER: N/A 0.57%* 0.64%* 1.15%††

† Non-annualized†† Annualized* Excludes effect of deferred expense reimbursement by the Portfolio to the Manager.(a) Net investment income per share was calculated using average shares outstanding.

100








NET REALIZED AND UNREALIZED GAINS 0.38 0.25 0.65 0.34

TOTAL FROM INVESTMENT OPERATIONS 0.57 0.49 0.96 0.66

DISTRIBUTIONS:

DISTRIBUTIONS IN EXCESS OF NET INVESTMENT INCOME (0.79) (0.13) — (0.18)




TOTAL RETURN 4.98% 4.53% 9.29% 6.68%†


NET ASSETS, END OF PERIOD (IN MILLIONS) $1,028.5 $893.8 $427.7 $46.2


EXPENSES 0.81% 0.83% 0.90% 0.90%††



(1) RATIO OF OPERATING EXPENSES TO AVERAGE NET ASSETS BEFOREREIMBURSEMENT BY THEMANAGER: N/A 0.82%* 0.90%* 1.40%††

† Non-annualized†† Annualized* Excludes effect of deferred expense reimbursement by the Portfolio to the Manager.(a) Net investment income per share was calculated using average shares outstanding.

101








NET REALIZED AND UNREALIZED GAINS 0.37 0.27 0.64 (0.26)

TOTAL FROM INVESTMENT OPERATIONS 0.58 0.50 0.97 (0.19)

DISTRIBUTIONS:

DIVIDENDS FROM NET INVESTMENT INCOME (0.80) (0.13) — (0.09)




TOTAL RETURN $5.06 4.44% 9.39% (1.81)%†




EXPENSES 0.71% 0.73% 0.80% 0.80%††



(1) RATIO OF OPERATING EXPENSES TO AVERAGE NET ASSETS BEFOREREIMBURSEMENT BY THEMANAGER: N/A 0.71%††† 0.80%††† 1.30%††

† Non-annualized†† Annualized††† Excludes effect of deferred expense reimbursement by the Portfolio to the Manager.* Excludes effect of deferred expense reimbursement by the Portfolio to the Manager.(a) Net investment income per share was calculated using average shares outstanding.

102

RCMGLOBAL TECHNOLOGY PORTFOLIO

(formerly PIMCO PEA Innovation Portfolio)*








NET REALIZED AND UNREALIZED GAINS (LOSSES) (0.19) 1.81 (3.08) (1.84)

TOTAL FROM INVESTMENT OPERATIONS (0.21) 1.77 (3.12) (1.88)


TOTAL RETURN (4.28%) 57.84% (50.49)% (23.33)%†




EXPENSES 0.96% 1.10% 1.10% 1.10%††



(1) RATIO OF OPERATING EXPENSES TO AVERAGE NET ASSETS BEFOREREIMBURSEMENT BY THEMANAGER: N/A 1.26% 1.73% 3.97%††


* Effective May 1, 2004, the Portfolio changed its name from PIMCO Innovation Portfolio to PIMCO PEA Innovation Portfolio. Effective May 1, 2005, the Portfolio changed itsname to RCM Global Technology Portfolio.

† Non-annualized†† AnnualizedN/A Not applicable(a) Net investment loss per share was calculated using average shares outstanding.

103

RCM GLOBAL TECHNOLOGY PORTFOLIO

(formerly PIMCO PEA Innovation Portfolio)*For the years ended

December 31,






NET REALIZED AND UNREALIZED GAINS (LOSSES) (0.19) 1.80 (3.08) (3.78)

TOTAL FROM INVESTMENT OPERATIONS (0.21) 1.75 (3.12) (3.84)


TOTAL RETURN (4.31)% 57.57% (50.65)% (38.40)%†




EXPENSES 1.21 1.35% 1.35% 1.35%††



(1) RATIO OF OPERATING EXPENSES TO AVERAGE NET ASSETS BEFOREREIMBURSEMENT TO THEMANAGER: N/A 1.52% 1.96% 4.21%††




104

RCMGLOBAL TECHNOLOGY PORTFOLIO

(formerly PIMCO PEA Innovation Portfolio)*







NET REALIZED AND UNREALIZED GAINS (LOSSES) (0.19) 1.80 (3.09) 0.94

TOTAL FROM INVESTMENT OPERATIONS (0.21) 1.75 (3.12) 0.93


TOTAL RETURN (4.30)% 57.88% (50.57)% 17.75%†




EXPENSES 1.10% 1.25% 1.25% 1.25%††



(1) RATIO OF OPERATING EXPENSES TO AVERAGE NET ASSETS BEFOREREIMBURSEMENT BY THEMANAGER: N/A 1.37% 1.83% 4.11%††




105

T. ROWE PRICE MID-CAP GROWTH PORTFOLIO

(formerly MFS Mid Cap Growth Portfolio)*










DISTRIBUTIONS:

DIVIDENDS FROM NET INVESTMENT INCOME — — — —

DISTRIBUTIONS FROM NET CAPITAL REALIZED GAINS — — (0.03) —

TOTAL DISTRIBUTIONS — — (0.03) —


TOTAL RETURN 18.15% 37.12% (44.00)% (14.24)%†




EXPENSES 0.83% 0.91% 0.80% 0.80%††





* Effective January 1, 2003, the Portfolio changed its name to T. Rowe Price Mid-Cap Growth Portfolio and T. Rowe Price Associates, Inc. became the Portfolio’s Adviser.† Non-annualized†† AnnualizedN/A Not applicable(a) Net investment income per share was calculated using average shares outstanding.

106











DISTRIBUTIONS:

DIVIDENDS FROM NET INVESTMENT INCOME — — — —

DISTRIBUTIONS FROM NET REALIZED CAPITAL GAINS — — (0.03) —



TOTAL RETURN 17.82% 36.64% (44.04)% (16.60)%†




EXPENSES 1.16% 1.18% 1.05% 1.05%††



(1) RATIO OF OPERATING EXPENSES TO AVERAGE NET ASSETS BEFOREREIMBURSEMENT BY THEMANAGER: 1.07% 1.16%††† 1.41% 2.60%††


* Effective January 1, 2003, the Portfolio changed its name to T. Rowe Price Mid-Cap Growth Portfolio and T. Rowe Price Associates, Inc. became the Portfolio’s Adviser.† Non-annualized†† Annualized††† Excludes effect of deferred expense reimbursement by the Portfolio to the Manager.N/A Not applicable(a) Net investment income per share was calculated using average shares outstanding.

107











DISTRIBUTIONS:

DIVIDENDS FROM NET INVESTMENT INCOME

DISTRIBUTIONS FROM NET CAPITAL REALIZED GAINS — — (0.03) —



TOTAL RETURN 17.92% 36.71% (44.05)% 12.67%†


NET ASSETS, END OF PERIOD (IN MILLIONS) $21.5 $10.8 $2.1 $—


EXPENSES 0.97% 1.08% 0.95% 0.95%††



(1) RATIO OF OPERATING EXPENSES TO AVERAGE NET ASSETS BEFOREREIMBURSEMENT BY THEMANAGER: 1.05%††† 1.06%††† 1.34% 2.49%††


* Effective January 1, 2003, the Portfolio changed its name to T. Rowe Price Mid-Cap Growth Portfolio and T. Rowe Price Associates, Inc. became the Portfolio’s Adviser.† Non-annualized†† Annualized††† Excludes effect of deferred expense reimbursement by the Portfolio to the Manager.N/A Not applicable(a) Net investment income per share was calculated using average shares outstanding.

108

FOR MORE INFORMATION

If you would like more information about a Portfolio, the following documents are availableto you free upon request:

Annual/Semi-annual Reports

Contain additional information about a Portfolio’s performance. In a Portfolio’s annual re-port, you will find a discussion of the market conditions and investment strategies that sig-nificantly affected the Portfolio’s performance during its last fiscal year.

Statement of Additional Information (“SAI”)

Provides a fuller technical and legal description of the Portfolio’s policies, investment re-strictions, and business structure. The SAI is legally considered to be a part of this Prospectus.

If you would like a copy of the current versions of these documents, or other information about aPortfolio, contact:

Met Investors Series Trust22 Corporate Plaza Drive

Newport Beach, California 92660

1-800-848-3854

Free copies of the SAI and Annual and Semi-Annual Reports are available at the followingwebsite: www.metlifeinvestors.com

Information about a Portfolio, including the Annual and Semi-annual Reports and SAI, mayalso be obtained from the Securities and Exchange Commission (“SEC”):

� In person Review and copy documents in the SEC’s Public Reference Room inWashington, D.C. (for information call 202-942-8090).

� On line Retrieve information from the EDGAR database on the SEC’s web site at:http://www.sec.gov.

� By mail Request documents, upon payment of a duplicating fee, by writing to SEC,Public Reference Section, Washington, D.C. 20549 or by e-mailing the SECat [email protected].

SEC FILE # 811-10183

American FundsInsurance Series®

The right choice for the long term®

ProspectusClass 2 shares

May 1, 2005The Securities and Exchange Commission has not approved or disapproved of these securities. Further, it has not determined that this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

American Funds Insurance Series (the “Series”) consists of 13 funds, each representing a separate fully manageddiversified portfolio of securities. The three funds available in this product are:

Global Small Capitalization FundGrowth FundGrowth-Income Fund

Shares of the Series are currently offered to insurance company separate accounts funding both variable annuitycontracts and variable insurance policies (the “contracts”). Interests of various contract owners participating in theSeries may be in conflict. The Board of Trustees of the Series will monitor for the existence of any material conflicts anddetermine what action, if any, should be taken. Shares may be purchased or redeemed by the separate accounts withoutany sales or redemption charges at net asset value.

The Series offers three classes of fund shares: Class 1, Class 2 and Class 3 shares. This prospectus offers only Class 2shares and is for use with the contracts that make Class 2 shares available. The Board of Trustees may establishadditional funds and classes in the future. The investment objective(s) and policies of each fund are discussed below.More information on the funds is contained in the Series’ statement of additional information.

American Funds Insurance Series / Prospectus 1

Global Small Capitalization Fund

R i sk / Re tu rn summary

The fund seeks to make your investment grow over time by investing primarily in stocks of smaller companies locatedaround the world. Normally, the fund invests at least 80% of its assets in equity securities of companies with smallmarket capitalizations, measured at the time of purchase. However, the fund’s holdings of small capitalization stocksmay fall below the 80% threshold due to subsequent market action. This policy is subject to change only upon 60 days’notice to shareholders. The investment adviser currently defines the market capitalization range of “small marketcapitalization” companies as $50 million to $2 billion. This definition is also subject to change. The fund is designed forinvestors seeking capital appreciation through stocks. Investors in the fund should have a long-term perspective and beable to tolerate potentially wide price fluctuations.

The prices of securities held by the fund may decline in response to certain events, including, for example, those directlyinvolving the companies whose securities are owned by the fund; conditions affecting the general economy; overallmarket changes; local, regional or global political, social or economic instability; and currency and interest ratefluctuations. The growth-oriented, equity-type securities generally purchased by the fund may involve large price swingsand potential for loss, particularly in the case of smaller capitalization stocks. Smaller capitalization stocks are oftenmore difficult to value or dispose of, more difficult to obtain information about and more volatile than stocks of larger,more established companies.

Investments in securities issued by entities based outside the United States may be subject to the risks described aboveto a greater extent and may also be affected by other issues and events, such as currency controls; different accounting,auditing, financial reporting and legal standards and practices in some countries; expropriation; changes in tax policy;greater market volatility; differing securities market structures; higher transaction costs; and various administrativedifficulties, such as delays in clearing and settling portfolio transactions or in receiving payment of dividends. Theserisks may be heightened in connection with investments in developing countries.

Investing in countries with developing economies and/or markets generally involves risks in addition to and greaterthan those generally associated with investing in developed countries. For instance, developing countries may have lessdeveloped legal and accounting systems. The governments of these countries may be more unstable and likely to imposecapital controls, nationalize a company or industry, place restrictions on foreign ownership and on withdrawing saleproceeds of securities from the country, and/or impose punitive taxes that could adversely affect security prices. Inaddition, the economies of these countries may be dependent on relatively few industries that are more susceptible tolocal and global changes. Securities markets in these countries are also relatively small and have substantially lowertrading volumes. As a result, securities issued in these countries may be more volatile and less liquid than securitiesissued in countries with more developed economies or markets.

You may lose money by investing in the fund. The likelihood of loss is greater if you invest for a shorter period oftime. Your investment in the fund is not a bank deposit and is not insured or guaranteed by the Federal DepositInsurance Corporation or any other government agency, entity or person.

2 American Funds Insurance Series / Prospectus

Investment results

The following information shows how the fund’s investment results have varied from year to year and how the fund’saverage annual total returns for various periods compare with different broad measures of market performance. Thisinformation provides some indication of the risks of investing in the fund. Past results are not predictive of futureresults. Figures shown reflect fees and expenses associated with an investment in the fund but do not reflect insurancecontract fees and expenses. If insurance contract fees and expenses were reflected, results would have been lower.

The fund’s highest/lowest quarterly results during this time period were:

Highest 28.90% (quarter ended December 31, 1999)

Lowest –28.24% (quarter ended September 30, 2001)

The fund’s cumulative total return for the three months ended March 31, 2005, was 4.23%.

For periods ended December 31, 2004:

Average annual total returns Fund

S&P/CitigroupGlobal

SmallcapIndex1

Lipper GlobalSmall-Cap

FundsAverage2 CPI3

1 year 20.88% 25.58% 19.65% 3.26%

5 years 1.79% 9.33% 2.47% 2.49%

Lifetime4 12.10% 8.29% 6.45% 2.40%1 S&P/Citigroup Global Smallcap Index tracks more than 6,000 publicly traded stocks around the world with market capitalizations between $100 million

and $2 billion. From January 1, 2000, to April 30, 2004, the index only included stocks in developed countries with market capitalizations between$100 million and $1.5 billion; prior to January 1, 2000, the index included stocks with market capitalizations between $100 million and $1.2 billion.

2 Lipper Global Small-Cap Funds Average represents an average of funds that invest at least 25% of their portfolios in securities with primary trading marketsoutside the United States and that limit at least 65% of their investments to companies with market capitalizations of less than $1 billion at the time ofpurchase. The results of the underlying funds in the average include the reinvestment of dividends and capital gain distributions and brokeragecommissions paid by the funds for portfolio transactions, but do not reflect sales charges or taxes.

3 Consumer Price Index is a measure of inflation and is computed from data supplied by the U.S. Department of Labor, Bureau of Labor Statistics.

4 Lifetime results are as of April 30, 1998, the date the fund began investment operations.


Fees and expenses of the fund

This table describes the fees and expenses associated with an investment in the fund. It does not reflect insurancecontract fees and expenses. If reflected, expenses shown would be higher.

Annual fund operating expenses table (deducted from fund assets) Class 2

Management fees 0.77%

Distribution and/or service (12b-1) fees 0.25%

Other expenses 0.04%

Total annual fund operating expenses* 1.06%

* The Series’ investment adviser began waiving 5% of its management fees on September 1, 2004. Beginning April 1, 2005, this waiver increased to 10% andwill continue at this level until further review. Total annual fund operating expenses do not reflect this waiver. The effect of the waiver on total operatingexpenses can be found in the Financial Highlights table in this prospectus and in the audited financial statements in the Series’ annual report.

Example

The example below is intended to help you compare the cost of investing in the fund with the cost of investing in othermutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated, that yourinvestment has a 5% return each year, that all dividends and capital gain distributions are reinvested, and that thefund’s operating expenses remain the same as shown above. The example does not reflect insurance contract expensesor the impact of any fee waivers or expense reimbursements. If insurance contract expenses were reflected, expensesshown would be higher. If waivers or reimbursements were reflected, expenses shown would be lower.

Although your actual costs may be higher or lower, based on these assumptions, your cumulative estimated expenseswould be:

1 year 3 years 5 years 10 years

Class 2 $108 $337 $585 $1,294


Growth Fund


The fund seeks to make your investment grow by investing primarily in common stocks of companies that appear tooffer superior opportunities for growth of capital. The fund may invest up to 15% of its assets in securities of issuersdomiciled outside the United States and Canada and not included in Standard & Poor’s 500 Composite Index. The fundis designed for investors seeking capital appreciation through stocks. Investors in the fund should have a long-termperspective and be able to tolerate potentially wide price fluctuations.

The prices of securities held by the fund may decline in response to certain events, including, for example, those directlyinvolving the companies whose securities are owned by the fund; conditions affecting the general economy; overallmarket changes; local, regional or global political, social or economic instability; and currency and interest ratefluctuations. The growth-oriented, equity-type securities generally purchased by the fund may involve large price swingsand potential for loss.




Investment results

The following information shows how the fund’s investment results have varied from year to year and how the fund’saverage annual total returns for various periods compare with different broad measures of market performance. Thisinformation provides some indication of the risks of investing in the fund. Past results are not predictive of futureresults. Figures shown reflect fees and expenses associated with an investment in the fund but do not reflect insurancecontract fees and expenses. If insurance contract fees and expenses were reflected, results would have been lower.Class 2 shares were first offered on April 30, 1997. Results prior to that date assume a hypothetical investment in Class 1shares, reduced by the .25% annual expense that applies to Class 2 shares and is described in the “Plans of distribution”section of this prospectus. Results for Class 1 shares are comparable to those of Class 2 shares because both classes investin the same portfolio of securities.




The fund’s cumulative total return for the three months ended March 31, 2005, was –1.24%.


Average annual total returns FundS&P 500Index1

Lipper CapitalAppreciationFunds Index2

Lipper GrowthFunds Index3 CPI4

1 year 12.50% 10.87% 11.31% 9.24% 3.26%

5 years –0.12% –2.30% –4.07% –4.94% 2.49%

10 years 15.22% 12.07% 9.43% 9.56% 2.43%

Lifetime5 14.57% 13.22% 10.62% 10.87% 3.03%1 Standard & Poor’s 500 Composite Index is a market capitalization-weighted index based on the average weighted performance of 500 widely held common

stocks. This index is unmanaged and does not reflect sales charges, commissions, expenses or taxes. Results reflect the reinvestment of dividends onsecurities in the index.

2 Lipper Capital Appreciation Funds Index is an equally weighted performance index that represents funds which aim for maximum capital appreciation.The results of the underlying funds in the index include the reinvestment of dividends and capital gain distributions and brokerage commissions paid bythe funds for portfolio transactions, but do not reflect sales charges or taxes.

3 Lipper Growth Funds Index is an equally weighted performance index with 30 of the largest growth funds. These funds normally invest in companies withlong-term earnings expected to grow significantly faster than the earnings of the stocks represented in the major stock indexes. The results of the underlyingfunds in the index include the reinvestment of dividends and capital gain distributions and brokerage commissions paid by the funds for portfoliotransactions, but do not reflect sales charges or taxes.

4 Consumer Price Index is a measure of inflation and is computed from data supplied by the U.S. Department of Labor, Bureau of Labor Statistics.5 Lifetime results are as of February 8, 1984, the date the fund began investment operations.










Example




Class 2 $62 $195 $340 $762


Growth-Income Fund


The fund seeks to make your investment grow and provide you with income over time by investing primarily incommon stocks or other securities that demonstrate the potential for appreciation and/or dividends. The fund mayinvest up to 15% of its assets, at the time of purchase, in securities of issuers domiciled outside the United States andnot included in Standard & Poor’s 500 Composite Index. The fund is designed for investors seeking both capitalappreciation and income.

The prices of and the income generated by securities held by the fund may decline in response to certain events,including, for example, those directly involving the companies whose securities are owned by the fund; conditionsaffecting the general economy; overall market changes; local, regional or global political, social or economic instability;and currency and interest rate fluctuations.




Investment results

The following information shows how the fund’s investment results have varied from year to year and how the fund’saverage annual total returns for various periods compare with different broad measures of market performance. Thisinformation provides some indication of the risks of investing in the fund. Past results are not predictive of futureresults. Figures shown reflect fees and expenses associated with an investment in the fund but do not reflect insurancecontract fees and expenses. If insurance contract fees and expenses were reflected, results would have been lower.Class 2 shares were first offered on April 30, 1997. Results prior to that date assume a hypothetical investment in Class 1shares, reduced by the .25% annual expense that applies to Class 2 shares and is described in the “Plans of distribution”section of this prospectus. Results for Class 1 shares are comparable to those of Class 2 shares because both classes investin the same portfolio of securities.




The fund’s cumulative total return for the three months ended March 31, 2005, was –2.15%.


Average annual total returns FundS&P 500Index1

Lipper Growthand IncomeFunds Index2 CPI3

1 year 10.37% 10.87% 11.72% 3.26%

5 years 5.73% –2.30% 1.65% 2.49%

10 years 13.09% 12.07% 10.72% 2.43%

Lifetime4 13.10% 13.22% 11.64% 3.03%

1 Standard & Poor’s 500 Composite Index is a market capitalization-weighted index based on the average weighted performance of 500 widely held commonstocks. This index is unmanaged and does not reflect sales charges, commissions, expenses or taxes. Results reflect the reinvestment of dividends onsecurities in the index.

2 Lipper Growth and Income Funds Index is an equally weighted index of funds that combine a growth-of-earnings orientation and an income requirementfor level and/or rising dividends. The results of the underlying funds in the index include the reinvestment of dividends and capital gain distributions andbrokerage commissions paid by the funds for portfolio transactions, but do not reflect sales charges or taxes.

3 Consumer Price Index is a measure of inflation and is computed from data supplied by the U.S. Department of Labor, Bureau of Labor Statistics.

4 Lifetime results are as of February 8, 1984, the date the fund began investment operations.










Example




Class 2 $57 $179 $313 $701


Ca sh po s i t i on

The funds may also hold cash or money market instruments, the amount of which will vary and will depend on variousfactors, including market conditions and purchases and redemptions of fund shares. A larger amount of such holdingscould negatively affect a fund’s investment results in a period of rising market prices; conversely, it could reduce afund’s magnitude of loss in the event of falling market prices and provide liquidity to make additional investments or tomeet redemptions.

Management and o rgan i z a t i on

Investment adviser

Capital Research and Management Company, an experienced investment management organization founded in 1931,serves as investment adviser to the Series and other mutual funds, including the American Funds. Capital Research andManagement Company is a wholly owned subsidiary of The Capital Group Companies, Inc. and is located at 333 SouthHope Street, Los Angeles, California 90071, and 135 South State College Boulevard, Brea, California 92821. CapitalResearch and Management Company manages the investment portfolios and business affairs of the Series.

Execution of portfolio transactions

The investment adviser places orders with broker-dealers for the funds’ portfolio transactions. The investment adviserstrives to obtain best execution on the funds’ equity and/or fixed-income portfolio transactions, taking into account avariety of factors to produce the most favorable total price reasonably attainable under the circumstances. These factorsinclude the size and type of transaction, the cost and quality of executions, and the broker-dealer’s ability to offerliquidity and anonymity. For example, with respect to equity transactions, the funds do not consider the investmentadviser as having an obligation to obtain the lowest available commission rate to the exclusion of price, service andqualitative considerations. Subject to the considerations outlined above, the funds’ investment adviser may place ordersfor the funds’ portfolio transactions with broker-dealers who have sold shares of the funds, as well as shares of theAmerican Funds, or who have provided investment research, statistical or other related services to the investmentadviser. In placing orders for the funds’ portfolio transactions, the investment adviser does not commit to any specificamount of business with any particular broker-dealer. Subject to best execution, the investment adviser may considerinvestment research, statistical or other related services provided to the adviser in placing orders for the funds’ portfoliotransactions. However, when the investment adviser places orders for the funds’ portfolio transactions, it does not giveany consideration to whether a broker-dealer has sold shares of the funds or the American Funds.

Portfolio management

The Series relies on the professional judgment of its investment adviser, Capital Research and Management Company,to make decisions about the funds’ portfolio investments. The basic investment philosophy of the investment adviser isto seek to invest in attractively priced securities that, in its opinion, represent above-average long-term investmentopportunities. The investment adviser believes that an important way to accomplish this is through fundamentalanalysis, including meeting with company executives and employees, suppliers, customers and competitors. Securitiesmay be sold when the investment adviser believes that they no longer represent relatively attractive investmentopportunities.

Portfolio holdings

A description of the funds’ policies and procedures regarding disclosure of information about their portfolio securitiesis available in the statement of additional information.

Multiple portfolio counselor system

Investment methodology

Capital Research and Management Company uses a system of multiple portfolio counselors in managing mutual fundassets. Under this approach, the portfolio of a fund is divided into segments managed by individual counselors.Counselors decide how their respective segments will be invested, within the limits provided by a fund’s objective(s)and policies and by Capital Research and Management Company’s Investment Committee. In addition, CapitalResearch and Management Company’s investment analysts may make investment decisions with respect to a portion ofa fund’s portfolio.


The primary individual portfolio counselors for each of the funds are:

Portfolio counselor for theSeries/title (if applicable)

Portfolio counselor experiencein the fund(s)

Primary title with investmentadviser (or affiliate) andinvestment experience

Portfolio counselor’s role inmanagement of the fund(s)

James K. DuntonChairman of the Board andChief Executive Officer

Growth-Income Fund — 21 years(since the fund’s inception)Blue Chip Income and GrowthFund — 4 years (since the fund’sinception)

Senior Vice President and Director,Capital Research and ManagementCompany

Investment professional for 43 years, allwith Capital Research and ManagementCompany or affiliate

An equity portfolio counselor forGrowth-Income Fund and Blue ChipIncome and Growth Fund

Donald D. O’NealPresident and Trustee

Growth Fund — 14 years (plus 4 yearsof prior experience as an investmentanalyst for the fund)

Senior Vice President, Capital Researchand Management Company


An equity portfolio counselor forGrowth Fund

Alan N. BerroSenior Vice President

Growth-Income Fund — 9 years (plus4 years of prior experience as aninvestment analyst for the fund)Asset Allocation Fund — 5 yearsBlue Chip Income and GrowthFund — 4 years (since the fund’sinception)

Vice President, Capital Research andManagement Company

Investment professional for 19 years intotal; 14 years with Capital Researchand Management Company or affiliate

An equity portfolio counselor forGrowth-Income Fund, Asset AllocationFund and Blue Chip Income andGrowth Fund

Abner D. GoldstineSenior Vice President

Bond Fund — 9 years (since the fund’sinception)High-Income Bond Fund — 7 years



A fixed-income portfolio counselor forBond Fund and High-Income BondFund

John H. SmetSenior Vice President

Bond Fund — 9 years (since the fund’sinception)U.S. Government/AAA-RatedSecurities Fund — 13 years



A fixed-income portfolio counselor forBond Fund and U.S. Government/AAA-Rated Securities Fund

Claudia P. HuntingtonVice President

Growth-Income Fund — 11 years (plus5 years of prior experience as aninvestment analyst for the fund)Global Discovery Fund — 4 years(since the fund’s inception)



An equity portfolio counselor forGrowth-Income Fund and GlobalDiscovery Fund

Robert W. LovelaceVice President

Global Growth Fund — 8 years (sincethe fund’s inception)International Fund — 11 yearsNew World Fund — 6 years (since thefund’s inception)

Chairman, Capital Research Company


An equity portfolio counselor forGlobal Growth Fund and New WorldFund and a non-U.S. equity portfoliocounselor for International Fund

Susan M. TolsonVice President

High-Income Bond Fund — 10 years(plus 2 years of prior experience as aninvestment analyst for the fund)Asset Allocation Fund — 5 years

Senior Vice President, Capital ResearchCompany


A fixed-income portfolio counselor forHigh-Income Bond Fund and AssetAllocation Fund

Timothy D. Armour Global Discovery Fund — 4 years(since the fund’s inception)

Executive Vice President and Director,Capital Research and ManagementCompany


An equity portfolio counselor forGlobal Discovery Fund

David C. Barclay High-Income Bond Fund — 12 yearsNew World Fund — 6 years (since thefund’s inception)Bond Fund — 7 years



A fixed-income portfolio counselor forHigh-Income Bond Fund, New WorldFund and Bond Fund

Donnalisa Barnum Growth Fund — 2 years Senior Vice President, Capital ResearchCompany



Gordon Crawford Global Small Capitalization Fund —7 years (since the fund’s inception)Growth Fund — 11 years (plus 5 yearsof prior experience as an investmentanalyst for the fund)



An equity portfolio counselor(primarily U.S.) for Global SmallCapitalization Fund and an equityportfolio counselor for Growth Fund


Portfolio counselor for theSeries/title (if applicable)

Portfolio counselor experiencein the fund(s)

Primary title with investmentadviser (or affiliate) andinvestment experience

Portfolio counselor’s role inmanagement of the fund(s)

Mark E. Denning Global Small Capitalization Fund —7 years (since the fund’s inception)

Director, Capital Research andManagement Company


An equity portfolio counselor(primarily non-U.S.) for Global SmallCapitalization Fund

J. Blair Frank Global Small Capitalization Fund —2 yearsGrowth Fund — 5 years (plus 3 years ofprior experience as an investmentanalyst for the fund)

Vice President, Capital ResearchCompany


An equity portfolio counselor(primarily U.S.) for Global SmallCapitalization Fund and an equityportfolio counselor forGrowth Fund

Nick J. Grace Global Growth Fund — 3 years (plus4 years of prior experience as aninvestment analyst for the fund)International Fund — 1 year (plus7 years of prior experience as aninvestment analyst for the fund)



An equity portfolio counselor forGlobal Growth Fund and a non-U.S.equity portfolio counselor forInternational Fund

Alwyn Heong International Fund — 9 yearsGlobal Discovery Fund — 4 years(since the fund’s inception)



A non-U.S. equity portfolio counselorfor International Fund and an equityportfolio counselor for GlobalDiscovery Fund

Thomas H. Hogh U.S. Government/AAA-RatedSecurities Fund — 8 years

Vice President, Capital InternationalResearch, Inc.


A fixed-income portfolio counselor forU.S. Government/AAA-RatedSecurities Fund

Carl M. Kawaja New World Fund — 6 years (since thefund’s inception)



An equity portfolio counselor for NewWorld Fund

Michael T. Kerr Asset Allocation Fund — less than1 year



An equity portfolio counselor for AssetAllocation Fund

Michael D. Locke U.S. Government/AAA-RatedSecurities Fund — 2 years (plus 6 yearsof prior experience as an investmentanalyst for the fund)

Vice President, Capital ResearchCompany

Investment professional for 10 years intotal; 9 years with Capital Research andManagement Company or affiliate

A fixed-income portfolio counselor forU.S. Government/AAA-RatedSecurities Fund

Mark R. Macdonald Asset Allocation Fund — 5 years Senior Vice President and Director,Capital Research and ManagementCompany


A fixed-income portfolio counselor forAsset Allocation Fund

Ronald B. Morrow Growth Fund — 2 years (plus 6 years ofprior experience as an investmentanalyst for the fund)


Investment professional for 37 years intotal; 8 years with Capital Research andManagement Company or affiliate


Robert G. O’Donnell Growth-Income Fund — 15 years (plus1 year of prior experience as aninvestment analyst for the fund)



An equity portfolio counselor forGrowth-Income Fund

C. Ross Sappenfield Growth-Income Fund — 6 yearsBlue Chip Income and GrowthFund — 4 years (since the fund’sinception)



An equity portfolio counselor forGrowth-Income Fund and Blue ChipIncome and Growth Fund

Steven T. Watson Global Growth Fund — 3 years (plus4 years of prior experience as aninvestment analyst for the fund)

Senior Vice President and Director,Capital Research Company


An equity portfolio counselor forGlobal Growth Fund


Additional information regarding the portfolio counselors’ compensation, holdings in other accounts and ownership ofsecurities in American Funds Insurance Series can be found in the statement of additional information.

Pur cha s e s and r edempt i on s o f s ha r e s

Shares of the Series are currently offered only to insurance company separate accounts. All such shares may bepurchased or redeemed by the separate accounts at net asset values without any sales or redemption charges. Suchpurchases and redemptions are made promptly after corresponding purchases and redemptions of units of the separateaccounts.

Frequent trading of fund shares

The Series and American Funds Distributors, Inc., the Series’ distributor, reserve the right to reject any purchase orderfor any reason. The funds are not designed to serve as vehicles for frequent trading in response to short-termfluctuations in the securities markets. Accordingly, purchases, including those that are part of exchange activity, that theSeries or American Funds Distributors, Inc. has determined could involve actual or potential harm to any fund may berejected. Frequent trading of fund’s shares may lead to increased costs to that fund and less efficient management of thefund’s portfolio, resulting in dilution of the value of the shares held by long-term shareholders.

The Series’ Board of Trustees has adopted policies and procedures with respect to frequent purchases and redemptionsof fund shares. Under a new “purchase blocking policy,” beginning on January 12, 2005, any contract owner redeemingunits representing a beneficial interest in any fund other than Cash Management Fund (including redemptions that arepart of an exchange transaction) having a value of $5,000 or more will be precluded from investing in units of beneficialinterest in that fund (including investments that are part of an exchange transaction) for 30 calendar days after theredemption transaction. This prohibition will not apply to redemptions by contract owners whose units are held on thebooks of insurance company separate accounts that have not adopted procedures to implement this policy or toredemptions by other registered investment companies sponsored by insurance companies. American Funds ServiceCompany, the Series’ transfer agent, will work with the insurance companies to develop such procedures or otherprocedures that American Funds Service Company determines are reasonably designed to achieve the objective of thepurchase blocking policy. At the time the insurance companies adopt these procedures, contract owners whose units areheld on the books of such companies will be subject to this general purchase blocking policy. Under this purchaseblocking policy, certain purchases will not be prevented and certain redemptions will not trigger a purchase block, suchas: systematic redemptions and purchases where the entity maintaining the contract owner’s account is able to identifythe transaction as a systematic redemption or purchase; purchases and redemptions of units representing a beneficialinterest in a fund having a value of less than $5,000; retirement plan contributions, loans and distributions (includinghardship withdrawals) identified as such on the retirement plan recordkeeper’s system; and purchase transactionsinvolving transfer of assets, rollovers, Roth IRA conversions and IRA re-characterizations, where the entity maintainingthe contract owner’s account is able to identify the transaction as one of these types of transactions.

Valuing shares

Each fund calculates its share price, also called net asset value, each day the New York Stock Exchange is open as ofapproximately 4:00 p.m. New York time, the normal close of regular trading. Assets are valued primarily on the basis ofmarket quotations. However, the funds have adopted procedures for making “fair value” determinations if marketquotations are not readily available. For example, if events occur between the close of markets outside the United Statesand the close of regular trading on the New York Stock Exchange that, in the opinion of the investment adviser,materially affect the value of the portfolio securities of Global Discovery Fund, Global Growth Fund, Global SmallCapitalization Fund, International Fund and New World Fund (collectively, the “International Funds”), the securitieswill be valued in accordance with fair value procedures. Use of these procedures is intended to result in moreappropriate net asset values. In addition, such use will reduce, if not eliminate, potential arbitrage opportunitiesotherwise available to short-term investors in the International Funds.

Because certain of the funds may hold securities that are primarily listed on foreign exchanges that trade on weekendsor days when the funds do not price their shares, the value of securities held in the funds may change on days when youwill not be able to purchase or redeem fund shares.

Shares of the funds will be purchased or sold at the net asset value next determined after receipt of requests from theappropriate insurance company.


P l an s o f d i s t r i bu t i on

The Series has adopted plans of distribution or “12b-1 plans” for Class 2 and Class 3 shares. Under these plans, theSeries may finance activities primarily intended to sell shares, provided the categories of expenses are approved inadvance by the Series’ Board of Trustees. The plans provide for annual expenses of .25% for Class 2 shares and .18% forClass 3 shares. For these share classes, amounts paid under the 12b-1 plans are used by insurance company contractissuers to cover the expenses of certain contract owner services. The 12b-1 fees paid by the Series, as a percentage ofaverage net assets, for the previous fiscal year, are indicated above in the Annual Fund Operating Expenses table foreach fund. Since these fees are paid out of the Series’ assets or income on an ongoing basis, over time they will increasethe cost and reduce the return of an investment.

D i s t r i bu t i on s and taxe s

Each fund of the Series intends to qualify as a “regulated investment company” under the Internal Revenue Code. Inany fiscal year in which a fund so qualifies and distributes to shareholders its investment company taxable income andnet realized capital gain, the fund itself is relieved of federal income tax.

It is the Series’ policy to distribute to the shareholders (the insurance company separate accounts) all of its investmentcompany taxable income and capital gain for each fiscal year.

See the applicable contract prospectus for information regarding the federal income tax treatment of the contracts anddistributions to the separate accounts.


F i n an c i a l h i gh l i g h t s 1

The Financial Highlights table is intended to help you understand the funds’ results for the past five fiscal years. Certaininformation reflects financial results for a single share of a particular class. The total returns in the table represent the ratethat an investor would have earned or lost on an investment in a fund (assuming reinvestment of all dividends and capitalgain distributions). This information has been audited by PricewaterhouseCoopers LLP, whose report, along with thefunds’ financial statements, is included in the statement of additional information, which is available upon request.Figures shown do not reflect insurance contract expenses. If reflected, results would be lower.

Income (loss) from investment operations2 Dividends and distributions

Periodended

Net assetvalue,

beginningof period

Netinvestment

income(loss)

Net gains(losses) on

securities (bothrealized andunrealized)

Total frominvestmentoperations

Dividends(from net

investmentincome)

Distributions(from capital

gains)

Totaldividends

anddistributions

Net assetvalue,end ofperiod

Totalreturn

Net assets,end of

period (inmillions)

Ratio ofexpenses

to averagenet assets

beforewaiver

Ratio ofexpenses


afterwaiver3

Ratio ofnet

income(loss) toaverage

net assets

Global Discovery Fund4

Class 112/31/04 $ 9.94 $.08 $ .98 $ 1.06 $(.09) $(.12) $(.21) $10.79 10.72% $20 .61% .60% .81%12/31/03 7.26 .05 2.67 2.72 (.04) — (.04) 9.94 37.41 17 .61 .61 .5512/31/02 9.30 .06 (2.05) (1.99) (.05) — (.05) 7.26 (21.41) 10 .61 .61 .6912/31/01 10.00 .04 (.70) (.66) (.04) — (.04) 9.30 (6.65) 12 .31 .31 .42Class 212/31/04 9.92 .06 .97 1.03 (.07) (.12) (.19) 10.76 10.43 51 .86 .85 .6012/31/03 7.25 .02 2.67 2.69 (.02) — (.02) 9.92 37.11 24 .86 .86 .2812/31/02 9.30 .04 (2.05) (2.01) (.04) — (.04) 7.25 (21.67) 9 .86 .86 .4812/31/01 10.00 .02 (.69) (.67) (.03) — (.03) 9.30 (6.71) 4 .42 .42 .21

Global Growth Fund

Class 112/31/04 $15.30 $.18 $ 1.92 $ 2.10 $(.09) $ — $ (.09) $17.31 13.80% $ 202 .65% .64% 1.15%12/31/03 11.35 .12 3.91 4.03 (.08) — (.08) 15.30 35.63 188 .70 .70 .9412/31/02 13.42 .09 (2.02) (1.93) (.14) — (.14) 11.35 (14.46) 152 .71 .71 .7312/31/01 17.25 .18 (2.50) (2.32) (.15) (1.36) (1.51) 13.42 (13.99) 215 .70 .70 1.2412/31/00 21.42 .20 (4.15) (3.95) (.02) (.20) (.22) 17.25 (18.71) 317 .70 .70 .97Class 212/31/04 15.25 .14 1.91 2.05 (.07) — (.07) 17.23 13.49 1,796 .90 .89 .9212/31/03 11.32 .09 3.89 3.98 (.05) — (.05) 15.25 35.27 1,082 .95 .95 .6812/31/02 13.38 .06 (2.01) (1.95) (.11) — (.11) 11.32 (14.64) 592 .96 .96 .4812/31/01 17.21 .13 (2.49) (2.36) (.11) (1.36) (1.47) 13.38 (14.22) 600 .95 .95 .8812/31/00 21.41 .15 (4.13) (3.98) (.02) (.20) (.22) 17.21 (18.87) 562 .95 .95 .73

Global Small Capitalization Fund

Class 112/31/04 $14.15 $ .02 $ 2.97 $ 2.99 $ — $ — $ — $17.14 21.13% $ 193 .81% .80% .15%12/31/03 9.27 —5 4.97 4.97 (.09) — (.09) 14.15 53.92 163 .83 .83 (.03)12/31/02 11.52 —5 (2.15) (2.15) (.10) — (.10) 9.27 (18.83) 108 .84 .84 .0412/31/01 14.28 .03 (1.81) (1.78) (.13) (.85) (.98) 11.52 (12.63) 149 .83 .83 .2112/31/00 17.37 .09 (2.81) (2.72) (.05) (.32) (.37) 14.28 (16.33) 213 .86 .86 .52Class 212/31/04 14.08 (.01) 2.95 2.94 — — — 17.02 20.88 1,198 1.06 1.05 (.07)12/31/03 9.23 (.03) 4.95 4.92 (.07) — (.07) 14.08 53.53 665 1.08 1.08 (.28)12/31/02 11.48 (.02) (2.15) (2.17) (.08) — (.08) 9.23 (19.05) 290 1.09 1.09 (.20)12/31/01 14.24 —5 (1.80) (1.80) (.11) (.85) (.96) 11.48 (12.85) 274 1.08 1.08 (.05)12/31/00 17.36 .04 (2.80) (2.76) (.04) (.32) (.36) 14.24 (16.53) 234 1.11 1.11 .25

Growth Fund

Class 112/31/04 $45.74 $.32 $ 5.51 $ 5.83 $(.18) $ — $ (.18) $51.39 12.75% $ 3,744 .36% .36% .68%12/31/03 33.47 .16 12.26 12.42 (.15) — (.15) 45.74 37.15 3,877 .39 .39 .4112/31/02 44.30 .12 (10.87) (10.75) (.08) — (.08) 33.47 (24.27) 3,195 .40 .40 .3012/31/01 73.51 .18 (11.99) (11.81) (.41) (16.99) (17.40) 44.30 (17.93) 5,207 .38 .38 .3412/31/00 70.62 .41 2.97 3.38 — (.49) (.49) 73.51 4.72 7,677 .38 .38 .53Class 212/31/04 45.50 .23 5.45 5.68 (.08) — (.08) 51.10 12.50 12,055 .61 .61 .5012/31/03 33.29 .06 12.19 12.25 (.04) — (.04) 45.50 36.80 7,107 .64 .64 .1612/31/02 44.09 .03 (10.82) (10.79) (.01) — (.01) 33.29 (24.46) 3,009 .65 .65 .0712/31/01 73.28 .04 (11.94) (11.90) (.30) (16.99) (17.29) 44.09 (18.15) 2,937 .63 .63 .0712/31/00 70.57 .25 2.95 3.20 — (.49) (.49) 73.28 4.47 2,356 .63 .63 .33Class 3Period from1/16/04 to12/31/04 47.74 .24 3.50 3.74 (.10) — (.10) 51.38 7.85 516 .546 .536 .546



Periodended

Net assetvalue,

beginningof period

Netinvestment

income(loss)




Dividends(from net

investmentincome)


gains)

Totaldividends

anddistributions


Totalreturn

Net assets,end of

period (inmillions)

Ratio ofexpenses


beforewaiver

Ratio ofexpenses


afterwaiver3

Ratio ofnet


net assets

International Fund

Class 112/31/04 $13.41 $.22 $ 2.41 $ 2.63 $(.22) $ — $ (.22) $15.82 19.66% $1,495 .60% .59% 1.54%12/31/03 10.07 .15 3.38 3.53 (.19) — (.19) 13.41 35.12 1,431 .63 .63 1.4012/31/02 12.02 .15 (1.90) (1.75) (.20) — (.20) 10.07 (14.58) 1,236 .63 .63 1.3512/31/01 20.59 .22 (3.79) (3.57) (.20) (4.80) (5.00) 12.02 (19.73) 1,772 .61 .61 1.4112/31/00 26.74 .18 (5.90) (5.72) (.01) (.42) (.43) 20.59 (21.85) 2,750 .59 .59 .72Class 212/31/04 13.39 .18 2.41 2.59 (.19) — (.19) 15.79 19.32 2,752 .84 .83 1.2712/31/03 10.05 .12 3.37 3.49 (.15) — (.15) 13.39 34.85 1,385 .88 .88 1.0812/31/02 11.97 .12 (1.89) (1.77) (.15) — (.15) 10.05 (14.84) 636 .88 .88 1.0512/31/01 20.54 .15 (3.76) (3.61) (.16) (4.80) (4.96) 11.97 (19.89) 628 .86 .86 1.0412/31/00 26.73 .13 (5.89) (5.76) (.01) (.42) (.43) 20.54 (22.06) 581 .84 .84 .50Class 3Period from1/16/04 to12/31/04 13.76 .20 2.05 2.25 (.19) — (.19) 15.82 16.45 115 .776 .776 1.456

New World Fund

Class 112/31/04 $11.99 $.23 $ 2.01 $ 2.24 $(.27) $ — $(.27) $13.96 19.07% $ 63 .93% .92% 1.81%12/31/03 8.76 .21 3.21 3.42 (.19) — (.19) 11.99 39.56 47 .92 .92 2.1512/31/02 9.44 .20 (.70) (.50) (.18) — (.18) 8.76 (5.45) 35 .91 .91 2.1412/31/01 9.85 .24 (.63) (.39) (.02) — (.02) 9.44 (3.99) 37 .91 .91 2.5412/31/00 11.77 .24 (1.70) (1.46) (.20) (.26) (.46) 9.85 (12.43) 45 .92 .92 2.14Class 212/31/04 11.94 .19 2.01 2.20 (.25) — (.25) 13.89 18.80 373 1.18 1.17 1.5712/31/03 8.73 .19 3.19 3.38 (.17) — (.17) 11.94 39.18 224 1.17 1.17 1.9012/31/02 9.41 .18 (.70) (.52) (.16) — (.16) 8.73 (5.66) 124 1.16 1.16 1.8912/31/01 9.84 .21 (.62) (.41) (.02) — (.02) 9.41 (4.19) 116 1.16 1.16 2.2512/31/00 11.77 .20 (1.69) (1.49) (.18) (.26) (.44) 9.84 (12.70) 102 1.17 1.17 1.83

Blue Chip Income and Growth Fund4

Class 112/31/04 $ 9.41 $.15 $ .78 $ .93 $(.08) — $(.08) $10.26 9.94% $ 129 .46% .46% 1.60%12/31/03 7.17 .13 2.11 2.24 — — — 9.41 31.24 107 .52 .50 1.6712/31/02 9.43 .16 (2.32) (2.16) (.10) — (.10) 7.17 (22.93) 54 .52 .52 1.8912/31/01 10.00 .09 (.61) (.52) (.05) — (.05) 9.43 (5.23) 49 .25 .25 .93Class 212/31/04 9.36 .13 .78 .91 (.07) — (.07) 10.20 9.74 2,349 .71 .70 1.3712/31/03 7.16 .11 2.09 2.20 — — — 9.36 30.73 1,490 .76 .74 1.4112/31/02 9.41 .14 (2.30) (2.16) (.09) — (.09) 7.16 (23.07) 426 .77 .77 1.7612/31/01 10.00 .08 (.63) (.55) (.04) — (.04) 9.41 (5.38) 111 .37 .37 .82

Growth-Income Fund

Class 112/31/04 $33.61 $.48 $ 3.09 $ 3.57 $(.37) $ — $ (.37) $36.81 10.66% $ 4,213 .31% .30% 1.39%12/31/03 25.63 .42 7.96 8.38 (.40) — (.40) 33.61 32.76 4,402 .34 .34 1.4512/31/02 31.70 .41 (6.16) (5.75) (.32) — (.32) 25.63 (18.15) 3,741 .35 .35 1.4312/31/01 35.23 .51 .49 1.00 (.73) (3.80) (4.53) 31.70 2.78 5,428 .35 .35 1.5312/31/00 33.08 .72 1.98 2.70 (.06) (.49) (.55) 35.23 8.24 6,022 .35 .35 2.16Class 212/31/04 33.48 .41 3.06 3.47 (.31) — (.31) 36.64 10.37 13,105 .56 .55 1.1912/31/03 25.52 .34 7.92 8.26 (.30) — (.30) 33.48 32.43 7,824 .59 .59 1.1812/31/02 31.58 .35 (6.14) (5.79) (.27) — (.27) 25.52 (18.34) 3,632 .60 .60 1.2212/31/01 35.13 .41 .52 .93 (.68) (3.80) (4.48) 31.58 2.56 3,187 .60 .60 1.2512/31/00 33.07 .65 1.96 2.61 (.06) (.49) (.55) 35.13 7.95 1,972 .60 .60 1.92Class 3Period from1/16/04 to12/31/04 34.64 .41 2.07 2.48 (.32) — (.32) 36.80 7.18 537 .496 .486 1.246



Periodended

Net assetvalue,

beginningof period

Netinvestment

income(loss)




Dividends(from net

investmentincome)


gains)

Totaldividends

anddistributions


Totalreturn

Net assets,end of

period (inmillions)

Ratio ofexpenses


beforewaiver

Ratio ofexpenses


afterwaiver3

Ratio ofnet


net assets

Asset Allocation Fund

Class 112/31/04 $14.58 $.39 $ .84 $ 1.23 $(.32) $ — $ (.32) $15.49 8.50% $ 899 .38% .37% 2.64%12/31/03 12.23 .41 2.29 2.70 (.35) — (.35) 14.58 22.14 911 .42 .42 3.1212/31/02 14.30 .45 (2.19) (1.74) (.33) — (.33) 12.23 (12.19) 797 .45 .45 3.3112/31/01 15.71 .49 (.37) .12 (.59) (.94) (1.53) 14.30 .77 1,012 .45 .45 3.3012/31/00 15.07 .56 .13 .69 (.05) — (.05) 15.71 4.62 1,136 .45 .45 3.77Class 212/31/04 14.51 .36 .84 1.20 (.29) — (.29) 15.42 8.34 3,797 .62 .62 2.4212/31/03 12.18 .37 2.27 2.64 (.31) — (.31) 14.51 21.74 2,314 .67 .67 2.8112/31/02 14.25 .42 (2.18) (1.76) (.31) — (.31) 12.18 (12.38) 1,056 .70 .70 3.1112/31/01 15.67 .45 (.36) .09 (.57) (.94) (1.51) 14.25 .52 730 .70 .70 3.0312/31/00 15.06 .53 .13 .66 (.05) — (.05) 15.67 4.40 453 .70 .70 3.53Class 3Period from1/16/04 to12/31/04 14.85 .36 .58 .94 (.30) — (.30) 15.49 6.38 81 .556 .556 2.506

Bond Fund

Class 112/31/04 $11.34 $.56 $ .10 $ .66 $(.43) — $(.43) $11.57 6.04% $ 195 .45% .44% 4.94%12/31/03 10.41 .57 .78 1.35 (.42) — (.42) 11.34 13.07 213 .47 .47 5.1912/31/02 10.44 .67 (.24) .43 (.46) — (.46) 10.41 4.26 218 .49 .49 6.6012/31/01 10.18 .77 .08 .85 (.59) — (.59) 10.44 8.48 194 .49 .49 7.3812/31/00 9.74 .80 (.29) .51 (.07) — (.07) 10.18 5.22 151 .51 .51 8.03Class 212/31/04 11.27 .53 .09 .62 (.41) — (.41) 11.48 5.72 1,759 .70 .69 4.6812/31/03 10.36 .53 .78 1.31 (.40) — (.40) 11.27 12.80 1,280 .72 .72 4.8812/31/02 10.40 .64 (.24) .40 (.44) — (.44) 10.36 4.05 697 .74 .74 6.3412/31/01 10.16 .73 .08 .81 (.57) — (.57) 10.40 8.15 349 .74 .74 7.0612/31/00 9.74 .78 (.30) .48 (.06) — (.06) 10.16 4.99 144 .76 .76 7.87

High-Income Bond Fund

Class 112/31/04 $12.54 $ .84 $ .32 $1.16 $ (.81) — $ (.81) $12.89 9.83% $364 .50% .50% 6.74%12/31/03 10.44 .90 2.12 3.02 (.92) — (.92) 12.54 29.79 411 .51 .51 7.7412/31/02 11.78 1.01 (1.25) (.24) (1.10) — (1.10) 10.44 (1.51) 335 .52 .52 9.5512/31/01 12.25 1.17 (.23) .94 (1.41) — (1.41) 11.78 8.02 403 .51 .51 9.6012/31/00 12.75 1.24 (1.63) (.39) (.11) — (.11) 12.25 (3.06) 436 .52 .52 9.87Class 212/31/04 12.47 .81 .32 1.13 (.79) — (.79) 12.81 9.59 444 .75 .74 6.4812/31/03 10.39 .86 2.12 2.98 (.90) — (.90) 12.47 29.51 319 .76 .76 7.4112/31/02 11.74 .97 (1.25) (.28) (1.07) — (1.07) 10.39 (1.83) 183 .77 .77 9.2812/31/01 12.22 1.13 (.23) .90 (1.38) — (1.38) 11.74 7.73 156 .76 .76 9.3712/31/00 12.75 1.22 (1.64) (.42) (.11) — (.11) 12.22 (3.31) 117 .77 .77 9.76Class 3Period from1/16/04 to12/31/04 12.79 .78 .11 .89 (.81) — (.81) 12.87 7.52 46 .686 .686 6.576

U.S. Government/AAA-Rated Securities Fund

Class 112/31/04 $12.24 $.45 $(.03) $ .42 $(.59) — $(.59) $12.07 3.58% $286 .47% .46% 3.68%

12/31/03 12.37 .46 (.15) .31 (.44) — (.44) 12.24 2.51 373 .46 .46 3.7112/31/02 11.87 .54 .55 1.09 (.59) — (.59) 12.37 9.45 517 .47 .47 4.4512/31/01 11.73 .66 .17 .83 (.69) — (.69) 11.87 7.24 386 .47 .47 5.5812/31/00 10.56 .68 .55 1.23 (.06) — (.06) 11.73 11.69 362 .49 .49 6.16Class 212/31/04 12.17 .41 (.03) .38 (.55) — (.55) 12.00 3.30 285 .72 .71 3.4212/31/03 12.31 .42 (.14) .28 (.42) — (.42) 12.17 2.28 273 .71 .71 3.4312/31/02 11.83 .50 .55 1.05 (.57) — (.57) 12.31 9.15 288 .72 .72 4.1412/31/01 11.70 .62 .18 .80 (.67) — (.67) 11.83 7.02 137 .72 .72 5.2712/31/00 10.56 .65 .55 1.20 (.06) — (.06) 11.70 11.39 70 .74 .74 5.89Class 3Period from1/16/04 to12/31/04 12.34 .41 (.11) .30 (.59) — (.59) 12.05 2.58 43 .656 .656 3.516



Periodended

Net assetvalue,

beginningof period

Netinvestment

income(loss)




Dividends(from net

investmentincome)


gains)

Totaldividends

anddistributions


Totalreturn

Net assets,end of

period (inmillions)

Ratio ofexpenses


beforewaiver

Ratio ofexpenses


afterwaiver3

Ratio ofnet


net assets

Cash Management Fund

Class 112/31/04 $11.07 $.11 $—5 $.11 $(.09) — $(.09) $11.09 .96% $ 78 .37% .36% .96%12/31/03 11.17 .07 —5 .07 (.17) — (.17) 11.07 .67 103 .47 .47 .6812/31/02 11.41 .14 —5 .14 (.38) — (.38) 11.17 1.24 203 .46 .46 1.2512/31/01 11.65 .41 .01 .42 (.66) — (.66) 11.41 3.66 218 .46 .46 3.5212/31/00 11.05 .65 .01 .66 (.06) — (.06) 11.65 6.04 211 .46 .46 5.80Class 212/31/04 11.03 .08 —5 .08 (.06) — (.06) 11.05 .70 110 .61 .61 .7612/31/03 11.12 .05 —5 .05 (.14) — (.14) 11.03 .47 99 .72 .72 .4212/31/02 11.37 .11 —5 .11 (.36) — (.36) 11.12 1.00 133 .71 .71 1.0012/31/01 11.62 .34 .05 .39 (.64) — (.64) 11.37 3.43 127 .71 .71 2.9912/31/00 11.04 .63 .01 .64 (.06) — (.06) 11.62 5.83 49 .71 .71 5.60Class 3Period from1/16/04 to12/31/04 11.07 .09 —5 .09 (.09) — (.09) 11.07 .78 20 .546 .546 .806

1 Based on operations for the period shown (unless otherwise noted) and, accordingly, may not be representative of a full year.

2 Based on average shares outstanding.

3 The ratios in this column reflect the impact, if any, of certain waivers by Capital Research and Management Company. During the period ended 12/31/04,Capital Research and Management Company reduced fees for investment advisory services for all share classes.

4 Commenced operations July 5, 2001.

5 Amount less than one cent.

6 Annualized.

Year ended December 31

Portfolio turnover rate for all classes of shares 2004 2003 2002 2001 2000

Global Discovery Fund* 28% 30% 25% 4% N/AGlobal Growth Fund 24 27 30 38 41%Global Small Capitalization Fund 49 51 66 65 62Growth Fund 30 34 34 31 48International Fund 37 40 30 40 42New World Fund 18 19 22 31 43Blue Chip Income and Growth Fund* 13 12 8 12 N/AGrowth-Income Fund 21 21 26 34 47Asset Allocation Fund 20 20 25 32 32Bond Fund 34 20 29 59 55High-Income Bond Fund 38 48 45 42 50U.S. Government/AAA-Rated Securities Fund 68 63 53 84 54Cash Management Fund — — — — —

* Commenced operations July 5, 2001.


The Capital Group CompaniesAmerican Funds Capital Research and Management Capital International Capital Guardian Capital Bank and Trust

The right choice for the long term®

Investment Company File No. 811-3857Printed on recycled paper

Other fund information

Annual/Semi-annual report to shareholdersThe shareholder reports contain additional information about the Series, including financial statements, investment results,portfolio holdings, a discussion of market conditions and the Series’ investment strategies, and the independent registeredpublic accounting firm’s report (in the annual report).

Statement of additional information (SAI) and codes of ethicsThe current SAI, as amended from time to time, contains more detailed information on all aspects of the Series, including thefunds’ financial statements, and is incorporated by reference into this prospectus. This means that the current SAI, for legalpurposes, is part of this prospectus. The codes of ethics describe the personal investing policies adopted by the Series and theSeries’ investment adviser and its affiliated companies.

The codes of ethics and current SAI are on file with the Securities and Exchange Commission (SEC). These and other relatedmaterials about the Series are available for review or to be copied at the SEC’s Public Reference Room in Washington, D.C.(202/942-8090) or on the EDGAR database on the SEC’s website at www.sec.gov or, after payment of a duplicating fee, via e-mail request to [email protected] or by writing to the SEC’s Public Reference Section, Washington, D.C. 20549-0102.

If you would like to receive a free copy of the current SAI, codes of ethics or annual/semi-annual report to shareholders, pleasecall American Funds at 800/421-4120 or write to the Secretary of the Series at 333 South Hope Street, Los Angeles, California90071.

Litho in USA

NOT PART OF THE PROSPECTUS

BUSINESS CONTINUITY PLAN DISCLOSURE1

MetLife, Inc. together with each of its subsidiaries and affiliates, (collectively “MetLife”)is committed to safeguarding the interests of our clients and customers in the event of anemergency or significant business disruption (“SBD”). MetLife’s comprehensivebusiness continuity strategy is designed to enable MetLife to meet its existing obligationsto its clients and customers in the event of a SBD by safeguarding employees’ lives andfirm property, making a financial and operational assessment, quickly recovering andresuming operations, protecting all of MetLife’s books and records, and allowingcustomers to transact business. In the event that MetLife determines that a specificaffiliated company is unable to continue business, MetLife will assure customers promptaccess to their funds.

MetLife has a documented corporate policy requiring each Business Unit to develop abusiness continuity plan (hereinafter “BCP”). Pursuant to this policy, MetLife’s I/T Riskand Business Recovery (“ITRBR”) department has the full-time responsibility ofcoordinating the development, testing and maintenance of all MetLife BCPs. ITRBRalso manages contracts with recovery services vendors and is responsible formanagement reporting on all aspects of continuity. A formal process that includes acontinuous review of internal controls enforces the corporate policy on continuity.

BCPs have been developed, tested and approved by management for all MetLife businesslocations and production IT systems and applications. The plans reside in a common,best-of-breed database and are routinely updated by business units and ITRBR staff. Thedatabase is replicated between two sites that are several hundred miles apart. BusinessImpact Analyses are used to keep the BCPs aligned with business requirements.

Recovery resources are identified in advance and are obtained from several sources.These resources exist either within MetLife’s capabilities or are obtained from recoveryservices vendors under contract.

Local crisis management teams are in place in all MetLife locations. These local crisisteams are charged with recording and managing any potential or actual crisis at the sitefrom the time a situation occurs to the resolution of the incident and resumption ofnormal business operations.

MetLife’s BCPs address advance preparations and actions to be taken in response todisruptions of various magnitudes. The BCPs address the potential impact of varyinglevels of disruptions to MetLife employees, equipment, computer andtelecommunications systems, and office facilities. While it is impossible to anticipateevery type of disruption that could effect MetLife’s businesses, examples of the incidentscovered by the BCPs include, but are not limited to, terrorists attacks, hurricanes, fires,bomb threats, earthquakes, public transportation strikes, IT disruptions and cyber-threats.

1 This disclosure is intended to comply with the rules promulgated by the National Association ofSecurities Dealers (“NASD”).


MetLife maintains back-up systems and power supplies that allow critical computer andtelecommunications systems and facility functions to be maintained in the event ofminor, local disruptions. The duration of the disruption will depend on the nature andextent of the SBD.

In the event of an SBD, where it is not possible to conduct business from one ofMetLife’s offices, the company has contracted with a recovery services vendor for use ofa remote alternate site equipped with sufficient resources to support critical businessoperations. Telephone service would be re-routed to this site. MetLife’s networks andmajor business applications are replicated daily in a different geographical location fromthe company’s offices, enabling it to access these systems from the remote site should thelocal systems become unavailable. As required in the BCPs, MetLife is generallyprepared to restore critical business functionality at the alternate site no later than 48hours after declaration of an SBD. Other employees have been designated to work fromhome during periods of major disruptions.

The MetLife’s BCPs are reviewed as necessary, and at least annually, to ensure theyaccount for technology, business and regulatory changes, operations, structure orlocation. The BCPs are subject to change, and material changes will be updated promptlyon the MetLife website and all affiliates’ websites. You may obtain a current writtencopy of this notice by contacting a MetLife representative or writing to us at:

MetLifeOne MetLife PlazaLong Island City, New York 11101Attn: Corporate Ethics and Compliance

CUSTOMER PRIVACY NOTICE

This Privacy Notice is given to you on behalf of each of these companies:

Metropolitan Life Insurance Company New England Life Insurance Company MetLife Investors USA Insurance Company

This Privacy Notice Tells You:• Why and how we gather information about you• How we protect what we know about you

• How we use and disclose your information• What your rights are

Why We Need to Know About You: We need to know about you so that we can provide the insuranceand other products and services you’ve asked for. We may also need information about you in order toadminister your business with us, evaluate claims, process transactions and run our business. And weneed information from you and others to help us verify identities in order to help prevent moneylaundering and terrorism.

What we need to know includes address, age and other basic information. But we may need moreinformation, including finances, employment, hobbies or business conducted with us, with other MetLifecompanies (our “affiliates”), or with other companies.

How We Learn About You: What we know about you we get mostly from you. But we may also have tofind out more about you from other sources to make sure that the information we have about you iscorrect and complete. Those sources may include adult relatives, employers, consumer reportingagencies and others. Some sources may give us reports and may disclose what they know to others.

How We Protect What We Know About You: Because you entrust us with personal information, wetake steps we consider reasonable to make sure that what we know about you is treated confidentially.For example, our employees are told to take care in handling your information. They may get informationabout you only when there is a good reason to do so. We also take steps to make our computerdatabases secure and to safeguard the information we have.

How We Use and Disclose What We Know About You: We may use what we know about you to helpus serve you better. We are allowed by law to use the information we have about you, and disclose it toour affiliates and others, for many purposes. For instance, we may use your information, and disclose it toothers, in order to:

• Help us evaluate your request for a product orservice

• Help us process claims and other transactions• Help us run our business• Confirm or correct what we know about you

• Process information for us• Perform research for us• Help us prevent fraud and other crimes• Audit our business• Help us comply with the law

When we disclose information to others to perform business services for us, they are required to takeappropriate steps to protect this information. And they may use the information only for the purposes ofperforming those business services. Other reasons we may disclose what we know about you include:

• Doing what a court or government agency requires us to do; for example, complying with a searchwarrant or subpoena;

• Telling another company what we know about you, if we are or may be selling all or any part of ourbusiness or merging with another company;

• Giving information to the government so that it can decide whether you may get benefits that it willhave to pay for;


• Giving your information to someone who has a legal interest in your insurance, such as someone wholent you money and holds a lien on your policy.

Generally, we will disclose only the information we consider reasonably necessary to disclose and nomore.

We may use what we know about you in order to offer you our other products and services. We may alsoprovide information to others outside of the MetLife companies, such as marketing companies, to help usoffer our own products and services to you. In addition, we can tell you about our affiliates and theproducts they offer.

Unless you tell us not to (see You Can Make an “Opt Out” Election below), we may disclose certaininformation to our affiliates so that they can offer their products and services directly to you. Our affiliatesinclude life, car and home insurers, securities firms, broker-dealers, a bank, a legal plans company andfinancial advisors. In the future, we may have affiliates in other businesses. In addition, if we have jointmarketing arrangements with other unaffiliated financial services companies, we may give theminformation about you so that we can offer products jointly or so they can offer products and servicesendorsed or sponsored by us to you. But we will not share information for joint marketing if you tell us notto or if the law that applies to you does not allow it.

You Can Make an “Opt Out” Election. You can tell us not to share your information with ouraffiliates so that they can market their products directly to you, or not to disclose your informationto a third party in connection with a joint marketing arrangement. If this is the first time we aregiving you an “opt out” choice, an “opt out” election form is enclosed with this notice. If it is notenclosed, you can obtain an “opt out” election form by calling us at 1-877-638-7684 or by writingto us at the address at the end of this notice.

Even if you do not “opt out,” we will not share your information with other unaffiliated companies who maywant to market their products directly to you, unless it is in connection with a joint marketing arrangement(as described above). For example, we will not sell or otherwise disclose your information to a catalogcompany.

You Can See and Correct the Information We Have About You: Generally, we will let you review whatwe know about you if you ask us in writing. (Because of its legal sensitivity, we will not show you anythingthat we learned in connection with a claim or lawsuit.) If you tell us that what we know about you isincorrect, we will review it. If we agree with you, we will correct our records. If we do not agree with you,you may tell us in writing, and we will include your statement in any future disclosure if information.

You Can Get Other Information from Us: In addition to any other privacy notice we may give you, wemust give you a summary of our privacy policy once each year. You may have other rights under the law.If you want to know more about our privacy policy, please contact us at our website, www.metlife.com, orwrite to your MetLife company, c/o MetLife Privacy Office, P.O. Box 489,Warwick, Rhode Island 02887-9954.


http://www.metlife.com/

Metropolitan Life Insurance Company200 Park AvenueNew York, NY 10166www.metlife.com

PIPPROSP(0505) 0503-7396© 2005 METLIFE, INC. E0504APVH(exp0406)MLIC-LDPEANUTS © United Feature Syndicate, Inc.

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